End User License Agreement

Introduction

This End User License Agreement (“Agreement”) is entered into between you (“Licensee”) and the 3CX entity identified as the contracting party in the applicable Product Appendix (the “Contracting Entity”). The Contracting Entity may be 3CX Ltd, 3CX USA Inc., 3CX Software DMCC, or another affiliated 3CX company as specified in the applicable Product Appendix. References in this Agreement to “3CX” mean the Contracting Entity.

3CX is willing to license to Licensee the 3CX product identified in the applicable Product Appendix, together with any related documentation and materials provided by 3CX (the “Product”), solely on the terms and conditions set out in this Agreement and the applicable Product Appendix.

By clicking “Agree,” installing, accessing, or using the Product, Licensee:

Represents that it has the legal capacity and authority under applicable law to enter into this Agreement, whether on its own behalf or on behalf of a legal entity;
Agrees to be bound by this Agreement and the applicable Product Appendix; and
Acknowledges that electronic acceptance constitutes a legally binding agreement.
If Licensee does not agree to the terms of this Agreement, it must not install, access, or use the Product.
The Product may be licensed on a perpetual or term (subscription) basis, as specified in the applicable order, invoice, or Product Appendix.
Licensee is responsible for installing updates made available by 3CX. To the extent permitted by applicable law, 3CX shall not be liable for damage or loss that would not have occurred had Licensee installed updates addressing known vulnerabilities that were made available with reasonable notice.

In the event of any conflict between this Agreement and a Product Appendix, the Product Appendix shall prevail solely with respect to the relevant Product.

1. Definitions

“Agreement” means this Master End User License Agreement together with the applicable Product Appendix.
“Product” means the specific 3CX software product identified in the applicable Product Appendix to which this Agreement applies, as described and limited in that Appendix.
“Licensee,” “you,” or “your” means the individual or legal entity that accepts this Agreement and obtains a license to use the Product.
Where an individual accepts this Agreement on behalf of a legal entity, such legal entity shall be deemed the Licensee.
The Licensee’s employees and contractors may use the Product solely on behalf of and for the benefit of the Licensee, subject to the terms and limitations of this Agreement and the applicable Product Appendix.
“Product Appendix” means the product-specific appendix forming part of this Agreement and setting out additional terms, scope limitations, capacity restrictions, technical conditions, or other product-specific provisions applicable to a particular Product.

2. Grant of License and Restriction on Use

Subject to the terms and conditions of this Agreement and the applicable Product Appendix, 3CX grants to the Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to install, access, and use the Product solely for the Licensee’s own business operations and strictly in accordance with:

(a) this Agreement; and
(b) the scope, license metrics, capacity limits, subscription term (if applicable), and other restrictions set out in the applicable Product Appendix.

The Product is licensed, not sold. No ownership rights are transferred to the Licensee. All rights not expressly granted under this Agreement are reserved by 3CX and its licensors.

Except as expressly permitted under this Agreement or to the extent prohibited by mandatory applicable law, the Licensee shall not, and shall not permit any third party to:

copy the Product, except as reasonably necessary for installation, backup, or lawful use in accordance with this Agreement;
modify, adapt, translate, or create derivative works of the Product;
reverse engineer, decompile, or disassemble the Product, except to the extent such restriction is prohibited by mandatory applicable law;
distribute, sublicense, lease, rent, lend, assign, transfer, or otherwise make the Product available to any third party, except as expressly permitted under this Agreement or the applicable Product Appendix;
remove, alter, or obscure any proprietary notices, trademarks, or copyright notices contained in the Product;
use the Product in excess of the licensed metrics, capacity limits, technical restrictions, or subscription term specified in the applicable Product Appendix; or
exercise any right in relation to the Product not expressly granted under this Agreement.

The Licensee is responsible for ensuring that its employees and contractors comply with this Agreement.

3. Title and Ownership of the Product

This Agreement grants Licensee a limited right to use the Product in accordance with its terms. No ownership rights are transferred to the Licensee. The Product is licensed, not sold.

3CX and its licensors retain all rights, title, and interest in and to the Product, including all intellectual property rights therein. Except for the limited license expressly granted under this Agreement, no other rights are granted to the Licensee, whether by implication, estoppel, or otherwise.

The Product may include third-party components licensed to 3CX. Such third-party licensors retain all rights in and to their respective components, subject to the terms applicable to those components.

The License granted under this Agreement may be terminated in accordance with Clause 8 (Term and Termination).

4. Entire Agreement

This Agreement, together with the applicable Product Appendix and any 3CX policies or terms expressly referenced herein and made available to Licensee prior to acceptance, constitutes the entire agreement between 3CX and Licensee with respect to the Product and supersedes all prior or contemporaneous understandings or agreements relating to its subject matter.

The Product may include third-party software components. Where applicable, such components may be subject to separate license terms, which shall be made available to Licensee as required. In the event of a conflict between third-party license terms and this Agreement, the third-party terms shall apply solely to the relevant third-party component.

No modification of this Agreement shall be binding unless made in accordance with its amendment provisions.

5. Updates and Support

3CX may modify, update, enhance, or improve the Product from time to time. This Agreement shall apply to any such modifications or updates that are made available to and rightfully obtained by Licensee, unless expressly stated otherwise.

Unless otherwise expressly agreed in writing, this Agreement does not grant Licensee any entitlement to maintenance, technical support, or updates.

Where applicable law requires 3CX to provide updates necessary to maintain conformity of the Product, 3CX shall provide such updates in accordance with applicable law. Licensee is responsible for installing updates made available by 3CX in accordance with any reasonable instructions provided.

Nothing in this Agreement limits any non-waivable statutory rights that Licensee may have under applicable consumer protection law.

6. Confidentiality

Licensee acknowledges that the Product and certain related materials may contain proprietary and confidential information of 3CX and its licensors (“Confidential Information”).

Confidential Information includes information disclosed by 3CX to Licensee in any form that is identified as confidential or that should reasonably be understood to be confidential, including without limitation:

the Product;
non-public technical information;
business or commercial information; and
any notes, analyses, or materials prepared by Licensee that contain or reflect such information.

Confidential Information does not include information that Licensee can demonstrate by written evidence:

(a) was lawfully known to Licensee without restriction prior to disclosure;
(b) is or becomes publicly available through no breach of this Agreement;
(c) is independently developed without use of Confidential Information; or
(d) is lawfully obtained from a third party without breach of any confidentiality obligation.

Licensee shall:

protect Confidential Information using at least reasonable care, and in no event less than the degree of care it uses to protect its own confidential information of a similar nature;

use Confidential Information solely as necessary to exercise its rights under this Agreement; and

not disclose Confidential Information to any third party except to employees or contractors who have a legitimate need to know and are bound by confidentiality obligations.

Licensee may disclose Confidential Information where required by law or court order, provided that, where legally permitted, Licensee gives prior notice to 3CX and cooperates in seeking appropriate protective measures.

These confidentiality obligations shall survive termination of this Agreement for so long as the relevant information remains confidential under applicable law.

Each party agrees that it shall not knowingly make false statements of fact about the other party or its products that are likely to cause material reputational harm. Nothing in this clause shall restrict either party from expressing honest opinions, making factual statements, or exercising any rights protected under applicable law, including consumer protection and freedom of expression laws.

7. No Warranty And Disclaimer Of Liability

7.1 Limited Warranty

3CX warrants that, for a period of fourteen (14) days following initial activation of the applicable license key (the “Warranty Period”), the Product will substantially conform to its accompanying written documentation when used in accordance with this Agreement.

If the Product fails to conform to this limited warranty during the Warranty Period, 3CX’s sole obligation and Licensee’s exclusive remedy shall be, at 3CX’s option:

(a) to repair or replace the non-conforming Product; or

(b) to refund the license fees paid to 3CX for the affected Product.

This limited warranty does not apply to:

misuse or unauthorized modification of the Product;
use in combination with incompatible systems not specified by 3CX; or
failure to install updates made available by 3CX in accordance with reasonable instructions.

Nothing in this Clause limits any non-waivable statutory rights that Licensee may have under applicable law.

7.2 Disclaimer of Other Warranties

Except for the limited warranty set out above, and to the maximum extent permitted by applicable law, the Product is provided “as is” and “as available.”

3CX and its licensors disclaim all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, except to the extent such warranties cannot lawfully be excluded under applicable law.

3CX does not warrant that:

the Product will be uninterrupted or error-free;
the Product will meet Licensee’s specific requirements; or
the Product will be secure from unauthorized intrusion.
Licensee remains responsible for implementing appropriate security, backup, and operational safeguards.

7.3 Limitation of Liability

To the maximum extent permitted by applicable law, 3CX and its affiliates, officers, employees, licensors, and agents (“3CX Parties”) shall not be liable for:

indirect, incidental, special, consequential, exemplary, or punitive damages;
loss of profits, loss of revenue, loss of data, business interruption, or loss of goodwill;
arising out of or in connection with this Agreement or the use of the Product, even if advised of the possibility of such damages.

Subject to Clause 8.4, the total aggregate liability of 3CX arising out of or in connection with this Agreement shall not exceed the amount actually paid by Licensee to 3CX for the Product giving rise to the claim during the twelve (12) months preceding the event giving rise to liability.

7.4 Mandatory Carve-Outs

Nothing in this Agreement excludes or limits liability:

for death or personal injury caused by negligence;
for fraud or fraudulent misrepresentation;
for gross negligence or wilful misconduct where such limitation is prohibited by law; or
for any liability that cannot be excluded or limited under applicable law.

8. Term and Termination of License

This Agreement shall remain in effect for the duration of the applicable license term, unless terminated earlier in accordance with this Clause.

Licensee may terminate this Agreement at any time by ceasing all use of the Product and deleting or destroying all copies in its possession or control.

3CX may terminate this Agreement if Licensee materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach.

3CX may terminate immediately where the breach is incapable of cure or involves unauthorized distribution, intellectual property infringement, or deliberate circumvention of license restrictions.

Upon termination:

all rights granted to Licensee shall immediately cease;
Licensee shall cease using the Product; and
Licensee shall delete or destroy all copies of the Product, except where retention is required by law.

Termination does not affect accrued rights or liabilities. Clauses relating to intellectual property, confidentiality, limitation of liability, governing law, and any provisions that by their nature should survive termination shall survive.

9. Assignment

Licensee may not assign or transfer this Agreement without the prior written consent of 3CX, except in connection with a merger, acquisition, or transfer of substantially all of its business assets.

3CX may assign this Agreement in connection with a corporate reorganization, merger, sale of assets, or transfer of the Product business, provided that such assignment does not materially reduce Licensee’s rights under this Agreement.

Any attempted assignment in violation of this Clause shall be void.

The Partner Portal allows Licensee to transfer License ownership to another user. For assistance in this regard contact customer service https://www.3cx.com/contact/

10. Governing Law

This Agreement shall be governed by the laws of the jurisdiction of the Contracting Entity identified in the applicable Product Appendix.

If Licensee is a consumer residing in the European Union, nothing in this Agreement shall deprive Licensee of mandatory protections afforded under the laws of the country in which Licensee has its habitual residence.

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Contracting Entity’s registered office, unless applicable consumer protection laws provide otherwise.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

11. Equitable Relief

Licensee acknowledges that unauthorized use or disclosure of the Product may cause irreparable harm to 3CX for which monetary damages may be inadequate. Subject to applicable law, 3CX shall be entitled to seek appropriate injunctive or equitable relief in a court of competent jurisdiction in addition to any other remedies available at law.

12. Copyrights And Trademarks

All intellectual property rights in and to the Product, including software, documentation, trademarks, logos, and related materials, are owned by 3CX or its licensors.

Nothing in this Agreement grants Licensee any ownership interest in the Product or any intellectual property rights therein, except for the limited license expressly granted under this Agreement.

Licensee shall not use 3CX’s trademarks, trade names, or logos except as expressly permitted in writing.

Licensee agrees not to remove, alter, or obscure any proprietary notices contained in the Product.

If Licensee becomes aware of any infringement of 3CX’s intellectual property rights in connection with the Product, it shall notify 3CX.

13. Regulatory Compliance – Disclaimer

Licensee acknowledges that it is solely responsible for assessing its own compliance with applicable legal, regulatory, or supervisory requirements arising from its use of the Product, including without limitation Regulation (EU) 2022/2554 on Digital Operational Resilience for the Financial Sector (“DORA”).

Unless expressly agreed in writing, 3CX does not represent or warrant that the Product is specifically designed to meet any particular regulatory framework applicable to Licensee.

Licensee remains responsible for conducting its own due diligence and implementing any additional contractual, technical, or organizational measures required for regulatory compliance.

Nothing in this Clause excludes liability for misrepresentation or for any liability that cannot be excluded under applicable law.

14. Hosting Acceptable Use

Licensee agrees to use the 3CX hosting platform lawfully and responsibly. Licensees may not use the platform to host, store, transmit, or distribute any content or engage in any activity that is illegal, harmful, or malicious. This includes, without limitation: distributing malware, viruses, or other harmful code; launching or facilitating attacks such as denial-of-service (DoS/DDoS), hacking, or unauthorized access to systems or data; sending spam or unsolicited bulk communications; phishing, fraud, or any deceptive practices; infringing the intellectual property rights of others; hosting or distributing content that is defamatory, obscene, abusive, or that promotes violence or discrimination; violating the privacy of others; or attempting to disrupt, overload, or compromise the integrity, security, or performance of the platform or its infrastructure.

3CX reserves the right to suspend or terminate free licenses at any time, with or without notice, if it has reason to believe that these Terms of Service or this Acceptable Use Policy have been violated. For paid licenses, 3CX will generally provide notice of any violation and a reasonable opportunity to remedy it before suspending or terminating the account, except where the violation is severe, poses an immediate risk to the platform, other users, or third parties, or where it is required to act immediately by law. In such cases, 3CX reserves the right to suspend or terminate paid licenses immediately and without prior notice.

15. Regulatory Suitability Disclaimer – Hosted Version

The hosted version of the 3CX Product is a standardized, shared service offering. It is not tailored to meet the specific legal, regulatory, or supervisory requirements applicable to regulated financial entities under Regulation (EU) 2022/2554 on Digital Operational Resilience for the Financial Sector ("DORA").

3CX makes no representations or warranties that the hosted deployment satisfies the technical, contractual, or operational requirements under DORA, including but not limited to ICT risk management, audit rights, data localization, or incident reporting obligations. Accordingly, customers who are subject to DORA or other sector-specific ICT risk regulations should not rely on the hosted version of the 3CX Product to meet those obligations and are advised to deploy the Software in an on-premise or self-hosted environment. Use of the hosted version is at the Licensee’s sole risk and does not create any responsibility or liability on the part of 3CX for regulatory non-compliance.

16. Miscellaneous

16.1 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.2 Waiver

Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

16.3 Force Majeure

3CX shall not be liable for delays or failures resulting from causes beyond its reasonable control.

16.4 No Third-Party Beneficiaries

Except as expressly provided, this Agreement does not create rights in favor of any third party.

16.5 Amendments

3CX may update this Agreement from time to time. Updated versions shall apply to new installations or renewals. For existing Licensees, material changes shall be notified in advance where required by applicable law.

16.6 Electronic Communications

Licensee agrees that notices and communications may be provided electronically.

16.7 Headings

Headings are for convenience only and do not affect interpretation.

16.8 Questions

Should you have any questions regarding this License Agreement, or should you wish to reject this license and obtain a refund of the purchase price (if applicable), you can contact us at https://www.3cx.com/contact-form/

Appendix A – Jurisdiction-Specific Terms (United States)

This Appendix applies only where the Contracting Entity is 3CX USA Inc.

This Appendix forms an integral part of the 3CX End-User License Agreement (“EULA”) and applies solely to Licensees located in the United States or entering into a licensing arrangement with 3CX USA Inc. (“3CX USA”). In the event of any conflict between this Appendix and the main body of the EULA, this Appendix shall prevail for US-based Licensees.

CONTRACTING ENTITY

For Licensees located in the United States, or where the sale is processed through 3CX USA, the contracting party under this EULA is:

3CX USA Inc.

One Urban Center, Suite 600, 4830 West Kennedy Blvd. Tampa, FL 33609

EIN: 82-0633256

Contact: https://www.3cx.com/contact/

TERM-BASED LICENSE AND REVENUE RECOGNITION

The license to use the Product is granted for a limited, fixed term as specified in the applicable order, or invoice (the “License Term”).

Licensee’s right to access and use the Product are limited to the License Term and are subject to continued compliance with this Agreement.

Unless otherwise expressly agreed in writing, the license does not grant any right to continued use of the Product following expiration or termination of the License Term.

Nothing in this Appendix shall be construed as creating any obligation on 3CX to provide continuous availability, maintenance, or support services except as expressly agreed in a separate written agreement.

GOVERNING LAW AND JURISDICTION

This Appendix and any dispute or claim arising out of or in connection with it shall be governed by the laws of the State of Florida, United States, without regard to its conflict of laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Florida for the adjudication of any disputes arising under or in connection with this Appendix.

REGULATORY AND EXPORT COMPLIANCE

Licensee agrees to comply with all applicable United States laws and regulations, including export control and sanctions laws. The Product is subject to U.S. export jurisdiction and may not be exported or re- exported to certain countries or individuals prohibited by U.S. law.

LANGUAGE AND INTERPRETATION

This Appendix has been prepared in English. No translation shall prevail over this version. All notices, communications, and documentation related to this Appendix must be in English.