These Reseller Terms of Use apply to StarLeaf Resellers who use the Reseller Portal to administer customer accounts. Please read these terms carefully. By using the Reseller Portal and/or using it to resell Cloud Services, you agree that you have read, understood and agree to these terms, and you agree to ensure that all your Reseller Personnel comply with them at all times. If you do not agree to these terms you must not use the Portal.

Introduction

The Reseller Portal (located at https://portal.starleaf.com is a site operated by StarLeaf Limited (“StarLeaf”). StarLeaf is a company registered in England and Wales with company registration number 066215999, whose registered address is at 6th Floor, One London Wall, London, EC2Y 5EB, United Kingdom. Should you have any questions about these terms or wish to contact StarLeaf for any reason whatsoever, please contact StarLeaf by email at info@starleaf.com.

Please note that access to and use of the Cloud Services by customers subject to its own separate terms and conditions (StarLeaf Cloud Services—customer terms of use).

Defined Terms

Customer / End user The ultimate end Customer (legal or natural person) who is using the StarLeaf products and/or services.
Cloud Services All or any of the following:
  • StarLeaf Hardware Connection Services;
  • H.323 Connection Services;
  • StarLeaf app Services;
  • StarLeaf Breeze Services;
  • StarLeaf Conferencing Services;
  • StarLeaf Encore Recording Services.
Endpoint Any hardware device used for encoding and decoding audio-visual communications which is registered to the StarLeaf Cloud.
StarLeaf Portal or Portal The web portal provided by StarLeaf through which StarLeaf Cloud Services may be configured and accessed by Resellers and End Users.
StarLeaf Cloud The platform which provides the Cloud Services and the StarLeaf Portal.
Reseller A Customer of StarLeaf (or one of its group companies) which is a distributor, reseller or service provider who purchases StarLeaf products and/or services for resale.
Reseller Personnel Your employees, contractors and agents from time to time.
Privacy Terms The document included in the Appendix to these Reseller Terms of Use.

StarLeaf Authorized Reseller Agreement” means StarLeaf’s standard Authorized Reseller Agreement (or such other similar agreement the parties may have entered into) governing the Reseller’s activities in respect of the purchase of StarLeaf Products and Cloud Services for onward sale by the Reseller.

For the purpose of these Reseller Terms of Use, references to “you” and “your” are references to the Reseller (as defined in the StarLeaf Authorised Reseller Agreement) and, where applicable, the Reseller Personnel. References to “our” “usor we” are references to StarLeaf.

Use of the Cloud Services

Your use of any of the Cloud Services and/or StarLeaf’s products for your own purposes may be subject to other contracts and/or licenses you may have with StarLeaf, including (without limitation) the StarLeaf Authorized Reseller Agreement. If there is any conflict or inconsistency between these terms and your other contracts and/or licenses you have with StarLeaf, the terms of your other contracts and/or licenses will take precedence over these Reseller Terms of Use.

Your use of the Reseller Portal

We hereby grant you a non-exclusive, non-transferable, non-sub-licensable, license to access and use the Reseller Portal, subject to these Reseller Terms of Use.

You agree that you shall only use the Reseller Portal for the following purposes:

  • reselling StarLeaf Products and Cloud Services;
  • demonstrating StarLeaf Products and Cloud Services to Customers and potential Customers;
  • managing Customer accounts;
  • providing after sales support to Customers in accordance with the Authorized Reseller Agreement;
  • complying with the terms of the Authorized Reseller Agreement.

You agree to use the Reseller Portal and the Cloud Services only for lawful purposes and in a way which does not infringe the rights of anyone else or restrict or inhibit anyone else’s use of the Reseller Portal, or the Cloud Services.

Access to the Reseller Portal is restricted to your Reseller Personnel who have registered with StarLeaf. On registering with StarLeaf to use the Reseller Portal, your Reseller Personnel will be issued with a user name, password or certain other information as part of the security procedures. You must ensure that Reseller Personnel treat these as confidential, and should not share them with any other person. Such pieces of security information are the methods used by StarLeaf to identify your Reseller Personnel, and so are very important. You may not adapt or circumvent the security systems in place in connection with the Reseller Portal, nor access any of StarLeaf’s products or services other than through the normal operation of the Reseller Portal. StarLeaf has the right to disable any user name or password at any time, if in StarLeaf’s opinion you have failed to comply with any of the provisions of these terms of use.

Terminating your access to the Reseller Portal

Access to the Reseller Portal is permitted on a temporary basis and is at StarLeaf’s discretion. StarLeaf reserves the right to withdraw or amend the Reseller Portal at any time (whether on or advance notice). StarLeaf will not be liable if for any reason the Reseller Portal is unavailable at any time or for any period.

Without limitation to the foregoing:

  • StarLeaf may terminate these Reseller Terms of Use (and consequently your right to use the Reseller Portal), with immediate effect, on written notice, if you materially breach any of your obligations under these Reseller Terms of Use; and
  • your right to use the Reseller Portal shall terminate with immediate effect if your Authorised Reseller Agreement with StarLeaf is terminated, or expires for any reason.

Domain names

StarLeaf owns the domain call.sl. This domain is used by the Portal to create individual organization-level sub-domains, in the format companyzyx.call.sl, for licenced StarLeaf Cloud Services users. StarLeaf ultimately owns, manages and controls all such sub-domain names. As such, StarLeaf retains the right at its sole discretion to add, delete or restrict the use of all sub-domain names created on the Portal. You (and your Reseller Personnel) agree not to knowingly create or request sub-domain names which are offensive, or intentionally misleading.

Intellectual property rights

StarLeaf owns (or is licensed to use) all intellectual property rights in the StarLeaf Products and the Cloud Services and in the material published therein. Such intellectual property rights will include, but not be limited to, all present and future copyright, registered and unregistered trade marks, design rights, unregistered designs, database rights together with the website design, text and graphics and their selection and arrangement, and all other present and future rights in the nature of intellectual property rights.

You are permitted to download and print content from the Reseller Portal. Such content must not be copied or reproduced, modified, redistributed, used or otherwise dealt with for any reason without StarLeaf’s express written permission. You are not entitled to use the content of the Portal for commercial exploitation in any circumstances other than as necessary to resell StarLeaf Product and Cloud Services in accordance with the terms of the StarLeaf Authorised Reseller Agreement.

If you print off, copy or download any part of the Reseller Portal in breach of these terms, your right to use the Reseller Portal will immediately cease and you must, at StarLeaf’s option, return or destroy any copies of the materials you have made.

Liability

The material displayed on the Reseller Portal and your use of the Reseller Portal are provided without warranty. To the fullest extent permitted by law, StarLeaf excludes all representations, warranties, conditions and terms, whether express or implied by statute, common law or otherwise. StarLeaf does not guarantee that the Reseller Portal will be fault free and does not accept any liability for any errors or omissions.

StarLeaf gives no warranty or representation that the content of Reseller Portal is accurate, complete or up-to-date. StarLeaf accepts no responsibility or liability for your use of content provided on the Reseller Portal and such use is entirely at your own risk. While StarLeaf takes reasonable precautions to prevent the existence of computer viruses and/or other malicious programs on the Reseller Portal, StarLeaf accepts no liability for them.

Information transmitted via the Reseller Portal will pass over public communications networks. StarLeaf cannot guarantee that the Reseller Portal will be accessible at all times, and accepts no liability if the Reseller Portal is not accessible.

The Reseller Portal may contain links to other websites. StarLeaf accepts no responsibility or liability for any material supplied or contained on any third party website which is linked from or to the Reseller Portal, or any use of personal data by such third party.

To the extent permitted by law, StarLeaf, other members of StarLeaf’s group of companies and persons who act on StarLeaf’s behalf, will not be liable for any loss or damage incurred by you in connection with the Reseller Portal or in connection with the use, inability to use, or results of the use of the Reseller Portal and any materials posted on or transmitted through the Reseller Portal, whether in contract, tort (including, without limitation, negligence) or otherwise, and even if foreseeable, including:

  • loss of profits;
  • loss of sales;
  • loss of goodwill;
  • loss of business;
  • loss of contracts;
  • loss of revenue
  • loss of anticipated savings;
  • loss or corruption of any software or data;
  • loss of use of hardware, software or data; or
  • any special, indirect, incidental, consequential, punitive or exemplary damages.

Nothing in these terms shall exclude or limit StarLeaf’s liability in respect of death or personal injury caused by negligence or fraud (including fraudulent misrepresentation) or any other liability which cannot be limited or excluded under applicable law.

Privacy

As a StarLeaf Reseller, you acknowledge that you many have access to and be processing personal information about your Customers. To that end, you hereby agree to, and shall at all times comply with, the Privacy Terms set out in the Appendix of these Reseller Terms of Use.

To use the Reseller Portal, Reseller Personnel will need to create an account with StarLeaf. When your Reseller Personnel create, and subsequently manage, an account, they will provide StarLeaf with certain personal information about themselves. StarLeaf will use this information in accordance with StarLeaf’s privacy policy. By using the Reseller Portal and/or the Cloud Services, you confirm that you have read and understood StarLeaf’s privacy policy and drawn it to your Reseller Personnel’s attention. Further, you warrant that all information provided by you and your Reseller Personnel is accurate.

Variations to these terms

These terms may be amended by StarLeaf in its discretion from time to time and the latest version will always be available on the Reseller Portal. By continuing to use the Reseller Portal, you agree to be bound by the terms of these updates and amendments.

General

If any of these terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these terms shall remain in full force and effect.

Only you and StarLeaf shall be entitled to enforce these terms. No third party shall be entitled to enforce any of these terms, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

These terms (together with the StarLeaf Authorized Reseller Agreement) set out the entire agreement between you and StarLeaf with respect to your use of the Reseller Portal available via it, and supersedes any and all representations, communications and prior agreements (written or oral) made by you or us.

These terms are governed by the law of England and Wales. In the event of any matter or dispute arising out of or in connection with these terms, you and StarLeaf shall submit to the exclusive jurisdiction of the courts of England and Wales.

Appendix

Data Privacy Statement

1. Interpretation and definitions

1.1 The following definitions are used in this Appendix:

Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity, where “control” shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly;

Data Protection Laws” means any laws and regulations in any relevant jurisdiction relating to privacy or the use or processing of data relating to natural persons, including: (a) EU Directives 95/46/EC and 2002/58/EC (as amended by 2009/139/EC) and any legislation implementing or made pursuant to such directives, including (in the UK) the Data Protection Act 1998 (the “DPA“) and the Privacy and Electronic Communications (EC Directive) Regulations 2013; and (b) from 25 May 2018, EU Regulation 2016/679 (“GDPR“); and (c) any laws or regulations ratifying, implementing, adopting, supplementing or replacing GDPR; in each case, to the extent in force, and as such are updated, amended or replaced from time to time;

DP Regulator” means any governmental or regulatory body or authority with responsibility for monitoring or enforcing a party’s compliance with the Data Protection Laws;

1.2 The terms “Data Subject“, “Personal Data” and “process” and “processing” shall have the meanings set out in the DPA until 25 May 2018, and thereafter the meaning set out in GDPR.

1.3 Other terms capitalized terms used but not defined, have the meanings given to them in the Reseller Terms of Use and StarLeaf Authorised Reseller Agreement.

2. Compliance with Data Protection Laws

2.1 You shall comply with the provisions and obligations imposed on you by the Data Protection Laws at all times when processing Personal Data in connection with these Reseller Terms of Use.

2.2 You shall maintain records of all processing operations under your responsibility that contain at least the minimum information required by the Data Protection Laws, and shall make such information available to any DP Regulator on request.

3. Processing of Personal Data

3.1 The processing which you may undertake shall be in respect of the following types of Personal Data and categories of Data Subjects:

  Types of Personal Data
1 Meta data relating to individuals’ calls, video conferences, and messages (including without limitation, information about participants on a call, their location, call history, time and duration of calls, ID numbers and other similar identifiers)
2 Account details of individuals
3 Contact details of individuals, including email addresses, telephone numbers
4 Details about Individual Users’ IT system including, for example, their IP or MAC address, and cookies
  Categories of Data Subjects
1 Individuals who use Products or services sold or provided by you pursuant to this Agreement, including Customers’ employees, agents, consultants and contractors

3.2 You may not collect or record Personal Data comprising recordings of any calls, video, or the content of any messages.

3.3 In relation to Personal Data processed in connection with you Terms of Use, you shall:

  • (a) process such Personal Data only in accordance with StarLeaf’s written instructions from time to time (including those set out in this Agreement) and only for the duration of this Agreement;
  • (b) not process such Personal Data for any purpose other than marketing or reselling, and/or providing after sales services and support to Customers, including managing Customers’ accounts, pursuant to the Agreement, or as otherwise expressly authorised by StarLeaf;
  • (c) take reasonable steps to ensure the reliability of all your Reseller Personnel who have access to such Personal Data, and ensure that any such Reseller Personnel are committed to binding obligations of confidentiality when processing such Personal Data;
  • (d) implement and maintain technical and organisational measures and procedures to ensure an appropriate level of security for such Personal Data, including protecting such Personal Data against the risks of accidental, unlawful or unauthorised destruction, loss, alteration, disclosure, dissemination or access;
  • (e) not transfer such Personal Data outside the European Economic Area without the prior written consent of StarLeaf;
  • (f) inform StarLeaf within 24 hours if any such Personal Data is (while within your or your subcontractors’ or Affiliates’ possession or control) subject to a personal data breach (as defined in Article 4 of GDPR) or is lost or destroyed or becomes damaged, corrupted or unusable;
  • (g) only appoint a third party (including any subcontractors and Affiliates) to process such Personal Data with the prior written consent of StarLeaf;
  • (h) not disclose any Personal Data to any Data Subject or to a third party other than at the written request of StarLeaf or as expressly provided for in this Agreement;
  • (i) return or irretrievably delete all Personal Data on termination or expiry of this Agreement, and not make any further use of such Personal Data;
  • (j) provide to StarLeaf and any DP Regulator all information and assistance necessary or desirable to demonstrate or ensure compliance with the obligations in this Schedule and/or the Data Protection Laws;
  • (k) permit StarLeaf or its representatives to access any relevant premises, Reseller Staff or records of you on reasonable notice to audit and otherwise verify compliance with this Schedule;
  • (l) take such steps as are reasonably required to assist StarLeaf in ensuring compliance with its obligations under Articles 30 to 36 (inclusive) of the GDPR;
  • (m) notify StarLeaf within 72 hours if you receive a request from a Data Subject to exercise its rights under the Data Protection Laws in relation to that person’s Personal Data; and
  • (n) provide StarLeaf with your full co-operation and assistance in relation to any request made by a Data Subject to exercise its rights under the Data Protection Laws in relation to that person’s Personal Data.

3.4 If you receive any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data or to compliance with the Data Protection Laws, you shall as soon as reasonably practicable notify StarLeaf and provide StarLeaf with reasonable co-operation and assistance in relation to any such complaint, notice or communication.