Calix Cloud Terms of Service Agreement

CALIX, INC. (“CALIX”) IS WILLING TO PROVIDE ACCESS AND USE OF THE SERVICE IDENTIFIED BELOW TO YOU IF YOU ACCEPT THIS TERMS OF SERVICE AGREEMENT (THE “AGREEMENT”) WITH CALIX. PLEASE READ THE AGREEMENT CAREFULLY AS IT IS LEGALLY BINDING. BY CLICKING “I AGREE” OR USING THIS SERVICE, YOU ACCEPT THE TERMS OF THE AGREEMENT. THE TERMS

OF YOUR MASTER PURCHASE AND LICENSE AGREEMENT AND ORDER DOCUMENT WILL TAKE PRECEDENCE OVER ANY CONFLICTING OR INCONSISTENT TERMS IN THE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS, CLICK “I DECLINE.” IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ACT FOR AND TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. CALIX MAY AMEND OR MODIFY THIS AGREEMENT AT ITS SOLE DISCRETION AT ANY TIME WITHOUT NOTICE.

1. Definitions. The following definitions (and additional definitions provided in this Agreement) will apply:

1.1. “Activation Date” means the date Calix makes the Service available to You as specified in one or more Order Documents or the date you accept this Agreement, whichever date comes first.

1.2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity

1.3. “Calix Content” means Calix-supplied text, audio, video, graphics, applications, portal, developer portal, network intelligence and other information and data available by means of the Service or on one or more Calix web portals.

1.4. “Customer Data” means data, information or material provided, submitted or otherwise transmitted by You or any of Your Users to Calix in connection with the Service including, but not limited to, Your and subscriber data.

1.5. “Order Document(s)” means one or more documents entered into between You and Calix regarding the purchase of a subscription to the Service.

1.6. “Party” or “Parties” means individually or collectively Calix, You and Users

1.7. “Service” means the on-line, web-based applications, related components and documentation (as may be changed or updated by Calix from time to time under this Agreement) made available by Calix via one or more web portals as may be designated by Calix.

1.8. “Term” means the term of this Agreement as specified in Section 14.1.

1.9. “You” or “Your” means the company or other legal entity for which you are accepting this Agreement by downloading, installing or using the Service, and includes Affiliates of that company or entity.

1.10. “User” means You and each of Your employees, consultants, contractors or agents who are expressly permitted by You to use the Service and have been supplied User identifications and passwords by You (or by Calix at Your request).

2. Access to the Service

2.1. Calix will provide You access to the Service through a Calix designated web portal and under and subject to the terms of this Agreement and if applicable the Order Document(s).  

2.2. Calix will use commercially reasonable efforts to make the Service available as specified in an applicable Order Document(s) or Calix published specifications and service description documents except for: (i) planned downtime (of which Calix will give at least 8 hours electronic notice), and (ii) any Service disruption or unavailability caused by circumstances beyond Calix’s reasonable control, including without limitation, Internet service provider failure or delays, delays involving hardware, software, or power systems not within Calix possession or reasonable control, or denial of service attacks, acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or other labor disruptions.

3. Your Use of the Service and Calix Content

3.1. Your use of the Service is on a subscription basis and if applicable, subject to the pricing terms set forth in the applicable Order Document(s). Calix reserves the right to make changes and updates to the Service and/or documentation of the Service from time to time. You agree that Your purchase and/or use of the Service is not contingent on our provision or delivery of any future feature or function.

3.2. As part of Your Service, You are licensed during the Term to store, print, and display the Calix Content and to permit Users to access it only in connection with use of the Service. No other use of Calix Content is permitted. You will maintain and will require Your Users to maintain Calix Content as Confidential Information (as defined below) of Calix at all times.

4. Appropriate Use of the Service

4.1. While Users may be persons that You authorize to use the Service for Your business, including, but not limited to, Your employees, consultants and contractors, You may not sublicense, resell or supply the Service for use in or for the benefit of any other organization, entity, business, or enterprise without Calix’s prior written authorization.

4.2. You agree to comply with, and are responsible to ensure that Your Users comply with, all applicable local, state, federal, and international laws in using the Service.

4.3. You agree not to submit to the Service any material that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing of any third party proprietary rights, invasive of personal privacy, harmful to children or otherwise objectionable (collectively “Objectionable Matter”). You will not permit Your Users to submit any Objectionable Matter. In addition, Calix may, at its option at any time, adopt rules for permitted and appropriate use and may update them from time to time on the Calix web portal, and You and Your Users will be bound by any such rules. Calix reserves the right to remove any Customer Data that constitutes Objectionable Matter or violates any Calix rules regarding appropriate use, but is not obligated to do so. You represent and warrant that (i) the Service will not be downloaded or used in, or transported to, a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a “terrorist-supporting” country, and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. Calix reserves the right to terminate this Agreement for cause in case the You and/or Your Users materially breach the provisions of this Section 4.

4.4. You will take commercially reasonable steps to ensure that You and Your Users do not interfere with or disrupt the integrity of performance of the Service, the Calix Content and/or the Customer Data. Calix reserves the right to suspend or terminate immediately Your and/or any User account or activity that is disrupting or causing harm to Calix’s computers, systems or infrastructure or to other parties, or is in violation of state or federal laws, including laws regarding “spam.”

5. Passwords and Access
You are responsible for all activities that occur under Your User accounts. You are responsible for maintaining the security and confidentiality of all User usernames and passwords. A User account may not be shared or used by more than one User. You agree to use commercially reasonable efforts to prevent unauthorized access to the use of the Service and/or its related systems and will notify Calix immediately of any unauthorized use of any Service username or password or account or any other known or suspected breach of security.

6. Fees and Payment

6.1. Calix will invoice applicable Service fees for each subscription term at the commencement of the term as set forth in the applicable Order Document(s).

6.2. You agree and will be responsible for paying all Service fees as and when due and to keep your User accounts with Calix current at all times. Your User accounts with Calix must remain current at all times in order for Your Users to have access to the Service. You are responsible for providing Calix with accurate billing and contact information, including prompt updates to this information.

6.3. Your account will be considered delinquent if payment in full is not received by the due date specified on the invoice. In addition to other applicable remedies, Calix reserves the right to suspend and/or terminate Your and Your Users’ access to the Service and/or terminate this Agreement, upon ten (10) days’ notice, if Your account becomes delinquent. Such right is without prejudice to any other remedies Calix may have. Calix reserves the right to impose interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs with respect to any delinquent invoices. Calix agrees to withhold exercise of its rights under this Section 6.3 (without any prejudice to such rights) if, in its reasonable determination, You have a reasonable basis for disputing the unpaid sums and You are reasonably cooperating with Calix to resolve the disputed sums.

7. Data Use and Protection

7.1. Unless otherwise provided in an Order Document, all User accounts are maintained on servers hosted by a third-party identity provider in the United States of America and authenticated before accessing the Service. You have obtained the required consent and agree to such storage and authentication.

7.2. All Customer Data submitted by You in connection with the Services, however transmitted or provided, will remain Your sole property to the full extent provided by law. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of any Customer Data made available to Calix under this Agreement. Prior to entering into any Service that includes the use, processing, storage or transfer of Customer Data, You will ensure that You have all necessary appropriate consents and/or notices in place to enable the lawful use, processing, storage or transfer of Customer Data and/or personal data or personally identifiable information of an individual by Calix on Your behalf in connection with the selected Services for the term and purposes of such Services. You may view Calix’s Data Collection and Usage documents at: https://www.calix.com/my-calix/usage/cloud-usage.html

7.3. You hereby grant to Calix and its authorized agents, its third party service providers or affiliates a non-exclusive worldwide license and consent to host, copy, store, use, transmit, process and display Customer Data to the extent reasonably necessary to offer, provide, maintain and/or develop enhancements to the Services and the delivery of the Services. Calix will not use Customer Data for any purpose other than (i) to provide and maintain the Services as described herein or in Calix published product and/or user documentation for such Services, (ii) in accordance with this Agreement and any order form for Services, (iii) as requested and instructed by You, (iv) on an anonymous and/or aggregated basis to evaluate the data, including behavioral analytics and trends, to develop enhancements and improve the Services and the delivery of such Services, or (v) as required by law, regulation or legal process (in which case Calix shall use reasonable efforts to notify You unless not permitted by such law, regulation or legal process). You further grant Calix and its authorized agents, its third party service providers or affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request or other feedback provided by Customer.

7.4. Customer Data may be considered under applicable laws to be personal data or personally identifiable information of an individual. You, Your User’s and Calix will comply with all applicable data protection legislation with respect to the use, processing, storage or transfer of any Customer Data that may be considered under applicable laws to be personal data or personally identifiable information of an individual and will maintain appropriate records and information to demonstrate its compliance with such legislation.

7.5. Services may involve use, processing, storage or transfer of Customer Data that are considered to be personal data or personally identifiable information of an individual. Your election to subscribe to any such Services shall be considered Your instructions authorizing Calix to use, process, store or transfer Customer Data subject to the Service in accordance with the product and/or user documentation for such Services or as otherwise needed to carry out Calix’s contractual obligations for the Service.

7.6. You and Calix shall take reasonable measures to secure, safeguard and protect Customer Data, which shall be treated as Confidential Information. Both parties shall also take reasonable measures to secure, safeguard and protect Customer Data provided in connection with Services against unauthorized or unlawful use or processing and against accidental loss, destruction or damage, including implementation of reasonable organizational measures and technologies to securing the confidentiality of the data and to secure and safeguard the data in delivery of the Services. Calix shall reasonably cooperate with and assist You (at Your cost) in Your compliance requirements in connection with the Services under applicable data protection legislation, which may include responding to requests, removal of Customer Data from systems, completion of impact assessments and/or issuance of notifications.

7.7. Customer Data may be routed through servers hosted by third-parties located in the United States or Germany for storage in the United States or Canada. You have obtained the required consent and agree to such routing and storage of Customer Data.

7.8. Services may include use of third-party systems and services. You agree that Your and Your Users use of the Services constitutes  express consent for Calix to engage third parties to host, copy, store, use, transmit, process and display Customer Data to the extent reasonably necessary to offer, provide, maintain, further develop, improve and/or enhance the Services and/or delivery of the Services, provided such third parties shall be subject to confidentiality and non-disclosure obligations at least as protective of Customer Data as set forth in Section 13 (Confidentiality) and obligations to comply with applicable data protection laws.

7.9. You shall provide Calix such access to Customer Data, systems and networks as is necessary in order for Calix to provide Services and to otherwise carry out its obligations to provide support for the Services. Except for Customer Data required for Calix’s provision and/or license of its products, platforms and services, Calix shall not have access to any other data or information, including without limitation any information considered under applicable laws to be personally identifiable information of any individual (collectively, “Excluded Data”). You shall employ commercially reasonable efforts to ensure no Excluded Data is supplied, transmitted or otherwise transferred to Calix or any Calix systems or through any Calix services unless expressly agreed in advance in writing between the parties. In the event any Excluded Data is supplied, transmitted or otherwise transferred to Calix, You shall take reasonable steps to promptly notify Calix.

7.10. Within a reasonable time after the effectiveness of termination of any Services, Calix shall permanently delete Customer Data collected for such Service without retaining any copies unless required otherwise under applicable law. For clarity, the Parties agree that any data retained and stored on an anonymous and/or aggregated basis does not constitute data required to be deleted under this section.

7.11. The Services are subject to Calix policies notified to You and for which Calix reserves the right to modify from time to time in its business judgment and as it deems required for compliance with applicable laws and regulations. You may view Calix’s Privacy and Security Policy at: https://www.calix.com/content/dam/calix/mycalix-misc/misc/Calix-Product-Privacy-Policy.pdf.

8. Calix’s Ownership
Calix and its suppliers retain all rights, title and interest in the Service and Calix Content. This Agreement grants no ownership rights to You or Your Users. No license is granted to You or Your Users except as to use of the Service as expressly stated herein. The Calix name, the Calix logo, and the product names associated with the Service are trademarks of Calix or third parties, and they may not be used without Calix’s prior written consent.

9. Restrictions on Use of the Service
You may not alter, sell, resell, distribute, rent, lease, license or sublicense the Service or provide it as a service bureau. You agree not to reverse engineer the Service or its software or other technology. You will not use or access the Service to: (i) build a competitive product or service, (ii) make or have made a product using similar ideas, features, functions or graphics of the Service, (iii) make derivative works based upon the Service or the Calix Content or (iv) copy any features, functions or graphics of the Service or the Calix Content. You agree not to “frame” or “mirror” the Service. Use, resale or exploitation of the Service and/or the Calix Content except as expressly permitted in this Agreement is prohibited. You will ensure that Your Users comply with the foregoing restrictions.

10. Representations and Warranties

10.1. Calix warrants that the Service will perform in all material respects to the functionality as described in applicable user documentation for the Service as made available via the Calix web portal. Your exclusive remedy in the event of any breach of the foregoing warranty shall be termination of this Agreement for a pro-rated refund of payments made for the remaining months under the Service subscription following the effective date of termination if Calix fails to remedy such breach within 60 days after receipt of written notice from You regarding such breach.

10.2. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

10.3. You represent and warrant that You have not falsely identified Yourself or provided any false information to gain access to the Service and that Your billing information is correct.

11. Indemnification

11.1. Calix will defend, indemnify, and hold You (and Your officers, directors, employees and agents) harmless from and against costs, liabilities, losses, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising from any third party claim, suit, action, or proceeding arising from the actual or alleged infringement of any United States copyright, patent, trademark, or misappropriation of a trade secret by the Service or Calix Content (other than that due to Customer Data). In case of such a claim, Calix may, in its sole discretion, procure a license that will protect You against such claim without cost to You, replace the Service with a non-infringing Service, or if it deems such remedies not practicable, Calix may terminate the Service and this Agreement without fault, provided that in case of such a termination, You will receive a pro-rata refund of the license fees prepaid for use of the Service not yet furnished as of the termination date. THIS SECTION STATES YOUR SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT.

11.2. You will defend, indemnify, and hold Calix (and its officers, directors, employees and agents) harmless from and against all Losses arising out of or in connection with a claim, suit, action, or proceeding by a third party (i) alleging that the Customer Data or other data or information supplied by You infringes the intellectual property rights or other rights of a third party or has caused harm to a third party, (ii) arising out of breach of Sections 4 (Appropriate Use of the Service) or 5 (Passwords and Access) above, or (iii) alleging that such third party did not consent to the collection, use or disclosure of its Customer Data, including personally identifiable information.

11.3. You will defend, indemnify, and hold Calix (and its officers, directors, employees and agents) harmless from any expense or cost arising from any third party subpoena or compulsory legal order or process that seeks Customer Data and/or other User-related information or data, including, without limitation, prompt payment to Calix of all costs (including attorneys’ fees) incurred by Calix as a result. In case of such subpoena or compulsory legal order or process, You also agree to pay Calix for its staff time in responding to such third party subpoena or compulsory legal order or process at Calix’s then applicable hourly rates.

11.4. In case of any claim that is subject to indemnification under this Agreement, the party that is indemnified (“Indemnitee”) will provide the indemnifying party (“Indemnitor”) reasonably prompt notice of the relevant claim. Indemnitor will defend and/or settle, at its own expense, any demand, action, or suit on any claim subject to indemnification under this Agreement. Each party will cooperate in good faith with the other to facilitate the defense of any such claim and will tender the defense and settlement of any action or proceeding covered by this Section to the Indemnitor upon request. Claims may be settled without the consent of the Indemnitee, unless the settlement includes an admission of wrongdoing, fault or liability.

12. Disclaimers and Limitations

12.1. THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY CALIX. THERE ARE NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS STATED IN SECTIONS 2.2 AND 10.1 ABOVE, THE SERVICE AND CALIX CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. CALIX DOES NOT WARRANT THAT USE OF THE SYSTEM WILL BE ERROR-FREE OR UNINTERRUPTED. CALIX IS NOT RESPONSIBLE FOR SOFTWARE INSTALLED OR USED BY YOU OR YOUR USERS (WHETHER OR NOT IN CONNECTION WITH THE SERVICE), FOR THIRD PARTY SERVICES OR MATERIALS, OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET.

12.2. IN NO EVENT WILL CALIX’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF THIS AGREEMENT EXCEED THE LICENSE FEES FOR THE 12 MONTHS IMMEDIATELY PRECEDING THE TIME OF THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH CLAIM. IN NO EVENT WILL CALIX HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF CALIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

13. Confidentiality

13.1. “Confidential Information” means all proprietary and/or confidential information, technical data or know-how of a Party and/or its affiliates, which is furnished to the other Party in written or tangible form, including without limitation, any and all information relating to Software, software code, designs, techniques, specifications, development and marketing plans, product roadmaps, strategies, and forecasts, pricing, discounts and financial information; any personal data or personally identifiable information, as well as the terms of this Agreement. Oral disclosure will be deemed Confidential Information if it would reasonably be considered to be of a confidential nature. Neither Party will use the other Party’s Confidential Information except as reasonably required for the performance of this Agreement. Each Party will hold in confidence the other Party’s Confidential Information by means that are no less restrictive than those used for its own confidential materials. Each Party agrees not to disclose the other Party’s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such Party’s obligations hereunder. Notwithstanding the foregoing, Confidential Information does not include information which the receiving party is able to demonstrate is: (i) already in the possession of the receiving party free of confidentiality obligation to the disclosing party; (ii) independently developed by the receiving party; (iii) publicly disclosed through no fault of the receiving party; (iv) rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential; or (v) disclosed pursuant to the requirements of law, regulation, or court order, provided that the receiving party will promptly inform the disclosing party of any such requirement and reasonably cooperate with efforts to limit disclosure, procure a protective order or similar treatment. Upon termination or expiration of this Agreement, each Party will return all of such Confidential Information of the disclosing party and all copies thereof in the receiving party’s possession or control to the disclosing party; or destroy all Confidential Information and all copies thereof in the receiving party’s possession or control. The receiving party will certify in writing that no copies have been retained by the receiving party, its employees or agents.

13.2. You agree that Calix may collect and use system and/or device information gathered as part of the Services and Calix may use this information to improve, further develop and enhance its products, Services or other services, or its delivery of its products, Services or other services, provided Calix does not use such system information in a manner that correlates or links to other subscriber information to ascertain the identity of any individual subscriber.

13.3. The Parties agree that there may be no adequate remedy at law for any breach of this Section 13, including without limitation any actual or threatened disclosure of Confidential Information, and that either Party, in addition to any other rights or remedies it may have, will be entitled to seek equitable relief including an injunction restraining any such breach or threatened breach by the other party.  The receiving party of Confidential Information further agrees to reasonably cooperate with disclosing party in the event any action is necessary to enforce the terms of this Section 13 with respect to the activities of any third party (including any third party agent of the receiving party), including providing reasonable assistance to protect any rights provided in law or equity regarding the Confidential Information or to remedy any injury resulting from the inappropriate or unauthorized disclosure or use of the Confidential Information.

14. Term and Termination

14.1. The Term of this Agreement commences when you click “I AGREE” or start using the Service, and shall continue until terminated pursuant to this Section 14 or as otherwise provide in the applicable Order Document(s), whichever is earlier.

14.2. Calix, in its sole discretion, may suspend or terminate Your username and password, account, or use of the Service and/or terminate this Agreement without notice.

14.3. Upon written request by You made within 60 days after the effective date of termination or expiration of this Agreement, Calix will make the Customer Data available to You for Your copy, export or download. You agree and acknowledge that Calix has no obligation to retain and may delete Customer Data that remains in Calix’s possession or control more than 60 days after termination unless otherwise required by law.

14.4. The following provisions will survive termination: all definitions, Your accrued financial obligations, the license to Customer Data to the extent reasonable for Calix’s discharge of its post-termination obligations, and the following Sections: 1 (Definitions), 6 (Fees and Payments), 7 (Data Use and Protection), 8 (Calix’s Ownership), 9 (Restrictions on Use of the Service), 11 (Indemnification), 12 (Disclaimers and Limitations), 13 (Confidentiality), 14.3 (Return of Customer Data), 14.4 (Survival of Provisions), 15 (Notice) and 17 (General Provisions).

15. Notice
Calix may give notice by means of electronic mail to Your email address on record in Your account or by written communication sent by first class mail or by courier service to Your address on record in Your account. Such notice will be deemed to have been given upon the expiration of 36 hours after mailing (if sent by first class mail) or sending by courier or 12 hours after sending (if sent by email), or, if earlier, when received. You may give notice to Calix in writing addressed to: Calix, Inc., Attention: Legal, 2777 Orchard Parkway, San Jose, California 95134, United States of America, with courtesy copy to calixlegal@calix.com. A party may, by giving notice, change its applicable address, email, or other contact information.

16. Assignment
This Agreement may not be assigned by You without the prior written approval of Calix but may be assigned by Calix to (i) a parent or subsidiary, (ii) an acquirer of all or substantially all of Calix’s assets involved in the operations relevant to this Agreement, or (iii) a successor by merger or other combination. Any purported assignment in violation of this Section will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.

17. General Provisions

17.1. Choice of Law; Jurisdiction. Unless prohibited by applicable law, this Agreement will be interpreted fairly in accordance with its terms, without any strict construction in favor of or against either party and in accordance with the laws of the State of California and applicable US federal law without regard to choice or conflicts of law rules. You agree that the state and federal courts located in the county of San Francisco, California, USA will have exclusive jurisdiction and venue over any dispute or controversy arising from or relating to this Agreement or its subject matter.

17.2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect.

17.3. No Agency. No joint venture, partnership, employment, or agency relationship exists between You (or any User) and Calix as a result of this Agreement or use of the Service.

17.4. No Waiver. The failure of Calix to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Calix in writing.

17.5. U.S. Export Compliance. The Service and Calix Content, along with documentation and other technology we may make available to You in connection with the Service may be subject to export laws and regulations of the United States. You represent that neither You nor any User is named on any U.S. government denied-party list. You further agree that You will immediately terminate a User’s access to the Service if such User becomes the subject of any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country (currently, Cuba, Iran, North Korea, Sudan or Syria) or otherwise in violation of any U.S. export law or regulation.

17.6. Anti-Corruption. You agree that You will comply with applicable anti-corruption laws and regulations in connection with the Service and/or any business activity with Calix. You further agree that You will take reasonable steps to ensure compliance with the foregoing by Users. You represent that You have not received or been offered any bribe or kickback or any improper payment, gift, or thing of value from any Calix employee or agent in connection with this Agreement. If You become aware of any of the foregoing learn of any violation or non-compliance with this Section 17.6, You will use reasonable efforts to promptly notify Calix’s Legal Department at calixlegal@calix.com.

17.7. Audit Rights. During the Term and for a period of twelve (12) months following the expiration or termination of this Agreement, Calix shall have the right to audit Your compliance with the terms of this Agreement, including usage hereunder, provided Calix shall provide You with advanced notice of at least five (5) days and shall not conduct audits more frequently than twice per calendar year.  You shall reasonably cooperate in such audits. You shall maintain at all times accurate records of its compliance with this Agreement and shall provide Calix with such records promptly upon request. In the event You have not complied with its obligations hereunder, You shall reimburse Calix for the cost of the audit in addition to any fee obligations resulting from the audit and such other rights and remedies as Calix may have.

17.8. Entire Agreement. This Agreement, together with any applicable order documents for the Service (provided such order documents have been accepted by Calix under its standard order acceptance processes), comprise the entire agreement between You and Calix and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Last updated: November 10, 2020