UCX Platform Hybrid and Air-Gapped Service Agreement

Please read these terms carefully before using the Imagicle UCX Platform in a self-hosted configuration (the “Service”). 

This Agreement covers all self-hosted deployment models, including Hybrid deployments (Self-Hosted Software with optional Cloud-Connected Services) and Air-Gapped deployments (Self-Hosted Software with no cloud connectivity of any kind).
The applicable deployment mode is determined by the SKU(s) identified in the Order Form.
If Customer purchases any Imagicle UCX Platform service with the “Cloud” designation in the SKU, the Imagicle UCX Platform Cloud Service Agreement applies to that service instead.

This Agreement is between the Customer (“Customer”) and Imagicle spa (“Imagicle”).

By accepting the terms of this Agreement through a purchase order (“PO”) or order form that incorporates this Agreement, Customer accepts and agrees to these terms together with the Imagicle Terms and Conditions of Sale (“T&C”) published on the Imagicle website, incorporated herein by reference.

In the event of any conflict or inconsistency among the documents, the following order of precedence applies (highest to lowest):

• the applicable Order Form (including any special terms stated therein);

• the T&C;

• this Agreement;

• the End User License Agreement.

For matters related to personal data processing, the applicable Data Processing Agreement shall apply as specified therein and/or in this Agreement. 

1. Definitions

“Self-Hosted Software” means the UCX Platform application components that Customer installs and operates on its own infrastructure, as identified in the applicable Order Form.

“Customer Environment” means the servers, virtual machines, containers, operating systems, databases, networks, identity systems, backups, firewalls, certificates, and access controls owned or operated by Customer on which the Self-Hosted Software is installed or run.

“Cloud-Connected Services” means the optional Imagicle cloud services that may be activated by Customer to extend the capabilities of the Self-Hosted Software. Cloud-Connected Services are only available in Hybrid mode and are not available in Air-Gapped mode.

“Hybrid Mode” means a deployment in which the Self-Hosted Software operates on the Customer Environment and Customer optionally activates one or more Cloud-Connected Services.

“Air-Gapped Mode” means a deployment in which the Self-Hosted Software operates entirely within the Customer Environment with no connection — mandatory or optional — to any Imagicle or third-party cloud infrastructure.

“Offline License” means a license file or equivalent mechanism that enables entitlement verification and activation of the Software without requiring any connection to Imagicle cloud infrastructure. Used in Air-Gapped Mode.

“Customer Data” means all content, data, and information submitted to, processed by, or generated through the Service by or on behalf of Customer.

“AI Features” means functionalities of Cloud-Connected Services that rely on artificial intelligence or machine learning, including speech-to-text transcription, intent recognition, response generation, sentiment analysis, and workflow automation. AI Features are only available in Hybrid Mode when Cloud-Connected Services are activated.

“AI Outputs” means any output produced through AI Features, including transcriptions, classifications, responses, routing suggestions, and interaction analytics.

“Prompts” means Customer-provided natural language instructions used to configure the behaviour of AI-enabled components.

“Digital Channels” means third-party digital messaging platforms made accessible by the Smartflows service, including but not limited to WhatsApp, Facebook Messenger, Apple Business Chat, Telegram, SMS, web chat, and email.

“Order Form” means any purchase order, order form, quote, or statement of work identifying the specific components purchased or licensed by Customer. 

2. Service Scope

2.1 Self-Hosted UCX Platform Software

The Self-Hosted Software delivers a set of UC and CX apps that Customer deploys and operates on the Customer Environment. The Software may include: 

• Call Center and Attendant Console. A flexible and powerful Call Center and Attendant Console solution, providing ACD and IVR for inbound routing and an agent client for call management, including Caller ID resolution via Contact Management capabilities. Supervisor interface for real time and historical dashboard and reports.

• Call Recording. Recording engine to capture voice and digital interactions for different calling and collaboration platforms, providing built-in search & replay access with multi-level administration.

• Call Analytics. Collect, process and provide analytics and reports on calls on Customer calling platform.

• Digital Fax. Virtual fax services to provide each user sending and receiving capabilities via multiple interfaces (like email, web) and integrating with Customer calling platform for PSTN access.

The specific modules subscribed to or licensed by Customer are identified in the applicable Order Form. 

2.2 Deployment Mode

The deployment mode applicable to Customer’s use of the Self-Hosted Software is determined by the SKU(s) purchased, as identified in the Order Form. 

Hybrid Mode. Customer deploys the Self-Hosted Software on the Customer Environment and may optionally activate Cloud-Connected Services as described in Section 2.3. Cloud-Connected Services are entirely optional; they are enabled only if Customer expressly activates or configures them. Where Cloud-Connected Services are not activated, Imagicle shall not process any Customer Data through cloud infrastructure. 

Air-Gapped Mode. Customer deploys the Self-Hosted Software in a fully isolated environment with no internet or external cloud connectivity. The following guarantees apply in Air-Gapped Mode:

• Imagicle shall not process any Customer Data through any cloud infrastructure.

• All Customer Data remains within the Customer Environment at all times.

• No component of the Software initiates or accepts connections outside the Customer Environment, except for integration with Customer’s own on-premise systems (e.g., PBX/Calling, Active Directory) as documented in Imagicle technical requirements.

• Entitlement verification is performed via Offline License. No cloud-based licensing or telemetry is used.

• Software updates are provided as downloadable packages for offline deployment; Imagicle does not push updates or collect telemetry remotely.

• Cloud-Connected Services and AI Features are not available in Air-Gapped Mode.

2.3 Cloud-Connected Services (Hybrid Mode Only)

This section applies exclusively in Hybrid Mode. In Air-Gapped Mode, no Cloud-Connected Services are available or activated. 

Where Customer activates Cloud-Connected Services, the Self-Hosted Software may interoperate with the following Imagicle cloud services. The full description of each service, including its technical architecture, AI components, and data processing characteristics, is set forth in the Imagicle UCX Platform Cloud Service Agreement, which governs those services and is incorporated herein by reference for descriptive purposes:

• Virtual Receptionist – configurable conversational voice assistant handling inbound interactions and call routing via AI.

• Smartflows – multi-channel customer interaction automation across voice and Digital Channels via AI-powered flow builder.

• Voice Analytics – AI-powered transcription and analysis of voice recordings generated by the Call Recording application.

• Cloud Platform Shared Services – common platform capabilities including SSO, directory synchronization, cloud licensing, telemetry, and presence, as governed by the Imagicle Cloud Platform Shared Services Agreement incorporated herein by reference.

Cloud-Connected Services are entirely optional. Customer may revert to Air-Gapped Mode at any time by deactivating all Cloud-Connected Services, subject to the applicable Order Form terms. 

3. Responsibility Matrix

The following table summarizes the allocation of responsibilities. Columns marked “Hybrid Only” apply exclusively when Cloud-Connected Services are activated. 

4. License Grant

4.1 Subscription License

If Customer purchases a subscription, Imagicle grants Customer a limited, non-exclusive, non-transferable right to install and use the Self-Hosted Software solely for Customer’s internal business purposes and within the purchased entitlements (modules, quantities, metrics, and term) stated in the Order Form. The subscription license expires upon termination or expiration of the Subscription Term unless renewed.

4.2 Perpetual License

If Customer purchases a perpetual license, the right to use the Self-Hosted Software is perpetual, subject to payment in full and continued compliance with this Agreement. Support and updates (if any) are provided only if Customer maintains an active Maintenance/Care plan as specified in the Order Form or the Maintenance and Support Services terms.

4.3 Entitlement Compliance

Customer must not exceed the purchased entitlements. In Hybrid Mode, Imagicle may use reasonable technical means including cloud licensing to verify compliance. In Air-Gapped Mode, entitlement verification is performed exclusively via Offline License; Imagicle does not use cloud-based licensing or telemetry. Upon reasonable notice, Customer will provide information reasonably necessary to confirm compliance.

5. Customer Environment Responsibilities

Customer is solely responsible for the security, configuration, and operation of the Customer Environment, including:

• Servers, virtual machines, containers, and underlying compute resources;

• Operating systems, databases, middleware, and application stacks;

• Network infrastructure, firewalls, and certificates;

• Identity and access management systems;

• Data backups and disaster recovery for self-hosted components;

• Timely installation of Software updates and security patches provided by Imagicle;

• Compliance with applicable hardware and software requirements as specified in Imagicle documentation.

In Air-Gapped Mode, Customer is additionally responsible for maintaining the integrity of the air-gap perimeter, including preventing any unauthorized external connectivity from the Customer Environment.

Customer acknowledges that the operation of the Software may depend on telecommunications infrastructure or third-party systems within Customer’s own managed perimeter (e.g., PBX/Calling, identity providers). Imagicle has no responsibility for failures arising from such systems. Support is limited to versions designated as supported under the Maintenance and Support Services terms.

6. AI-Enabled Functionality

The provisions in this section apply exclusively in Hybrid Mode, when Cloud-Connected Services that include AI Features are activated by Customer. AI Features are not available in Air-Gapped Mode. 

6.1 Nature of AI Outputs

AI Features may perform functions such as speech-to-text transcription, intent recognition, dialogue management, response generation, call routing, workflow automation, and sentiment analysis. AI Outputs are generated through statistical and probabilistic methods and may be inaccurate, incomplete, or may vary depending on context, configuration, audio quality, language, accents, and similar inputs. Customer is solely responsible for verifying AI Outputs before using them as the basis for any decision with legal or similarly significant effects on individuals.

6.2 Customer Responsibility for AI Configuration

Where Customer configures AI behaviour (through Prompts, uploaded knowledge content, FAQs, topics, or integrations), Customer is responsible for the accuracy, lawfulness, and appropriateness of: Prompts and natural language instructions; uploaded FAQs, topics, and knowledge content; integrations and actions triggered by the Service; and design of escalation processes to human agents for sensitive or complex cases.

6.3 EU AI Act – Role Allocation

Where Customer activates AI Features, Customer acts as the deployer of the AI system within the meaning of the EU AI Act (Regulation (EU) 2024/1689), being responsible for determining the intended purpose and configuring the service. Customer shall not use any AI Feature for employment-related decisions, creditworthiness decisions, medical diagnosis, or other safety-critical contexts, unless expressly agreed in a separate written addendum.

7. Availability

7.1 Self-Hosted Components

No service availability commitment or Service Credits apply to self-hosted components under this Agreement, in either Hybrid or Air-Gapped Mode. Customer is solely responsible for the availability, resilience, backup, and disaster recovery of the Software and the Customer Environment.

7.2 Cloud-Connected Services (Hybrid Mode Only)

Where Customer has activated Cloud-Connected Services, Imagicle’s availability commitment and any related Service Credits for those services are set forth in the Service Level Agreement (“SLA”) at https://www.imagicle.com/legal-terms/sla, incorporated herein by reference. The SLA applies exclusively to the cloud-hosted components of Cloud-Connected Services, not to the Self-Hosted Software or the Customer Environment.

Service Credits (if any) are Customer’s sole and exclusive remedy for Imagicle’s failure to meet the Service Availability target for Cloud-Connected Services. In the event of any conflict between this Agreement and the SLA, this Agreement shall prevail unless the Order Form expressly states otherwise.

8. Support and Updates

Support is provided as set forth in the Maintenance and Support Services terms (http://www.imagicle.com/support ) and the applicable Order Form. Customer is responsible for installing all updates, patches, and new versions in the Customer Environment.

In Air-Gapped Mode, Software updates are made available as downloadable packages. Customer is responsible for downloading updates via an internet-connected staging environment, validating their integrity, and deploying them within the Customer Environment in a manner that preserves air-gap integrity. Imagicle does not provide remote access to the Customer Environment and does not collect telemetry or usage data in Air-Gapped Mode.

9. Personal Data Processing

With regard to the GDPR, Customer acts as a Controller and Imagicle acts as a Processor only to the extent that Imagicle processes personal data through the Service.

In Hybrid Mode, Imagicle processes personal data: (i) to provide technical support where Customer’s authorized contacts have granted access; and (ii) to deliver any activated Cloud-Connected Services. Processing is governed by the Imagicle DPA at https://www.imagicle.com/legal-terms/data-processing-agreement, incorporated herein by reference.

In Air-Gapped Mode, Imagicle does not process Customer Data through any cloud infrastructure. All Customer Data remains within the Customer Environment at all times. Imagicle’s role as Processor is limited solely to any personal data contained in support artifacts (e.g., log files, diagnostic exports) that Customer explicitly provides to Imagicle for support purposes. The DPA applies exclusively to that limited scope.

10. Termination

Upon expiration or termination of a subscription, Customer’s license rights for subscription-based components expire. Perpetual licenses survive termination in accordance with Section 4.2, subject to continued compliance.

In Hybrid Mode, Customer’s access to Cloud-Connected Services will be disabled upon subscription termination. Customer Data held by Imagicle through Cloud-Connected Services will be handled in accordance with the DPA and the applicable Order Form.

In Air-Gapped Mode, Imagicle has no technical means to remotely disable the Software. Customer is responsible for decommissioning the Software upon license expiration or termination, and for ensuring that use ceases in accordance with the contractual obligations of this Agreement. All Customer Data remains within the Customer Environment; Imagicle has no obligation to return or delete data it has never held.

11. Indemnifications

Customer agrees to indemnify, defend and hold Imagicle and its affiliates, officers, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (a) Customer Data or content; (b) Customer’s or its users’ use of the Service; (c) Customer’s breach of this Agreement; or (d) Customer’s failure to secure the Customer Environment, including failure to install security patches in a timely manner or to maintain air-gap integrity.

Imagicle will not be liable for any damages arising from: (a) failures in the Customer Environment; (b) Customer’s failure to obtain necessary consents from third parties to access and/or process Digital Channel data (Hybrid Mode); or (c) Customer’s use of data exchanged through Digital Channels (Hybrid Mode).

12. Service Provider Use

If, and only if, Customer is expressly authorized in the applicable Order Form to act as a managed service provider (“Service Provider”), Customer may install and operate the Software to provide its functionalities as a managed service to its end customers (“SP End Customers”), solely for their internal business use. In such case:

• Customer remains fully responsible for compliance with this Agreement, the T&C, and the applicable Order Form;

• Customer must ensure each SP End Customer is bound by written terms at least as protective of Imagicle as this Agreement;

• Customer is responsible for all support obligations to SP End Customers unless the Order Form expressly provides otherwise;

• Customer shall be liable for any acts or omissions of SP End Customers as if they were Customer’s own;

• In Air-Gapped deployments, Customer is responsible for ensuring air-gap integrity across all SP End Customer environments.

Any Service Provider use not expressly authorized in the Order Form is prohibited.

13. Acceptable Use Policy

The Software may not be used in any illegal, abusive, or other manner that interferes with the business or activities of any other party. Prohibited uses include, without limitation:

• Attempting to bypass or break any security mechanism of the Software, or using the Software in any manner that poses a security risk.

• Testing or reverse-engineering the Software to find limitations, vulnerabilities, or to evade restrictions.

• Transmitting any material that contains viruses, trojan horses, worms, or any other malicious, harmful, or deleterious programs.

• Using the Software to engage in fraudulent activity with respect to third parties.

• Violating or facilitating the violation of any local or foreign law, including laws regarding the transmission of data or software.

• Transmitting any material that infringes the intellectual property rights or other rights of third parties.

• Transmitting any material that is libelous, defamatory, discriminatory, or otherwise malicious or harmful to any person or entity.

• In Air-Gapped Mode: circumventing the air-gap perimeter to establish unauthorized connectivity between the Software and any external network or cloud service.

If Customer becomes aware that any application or Customer Data violates this Acceptable Use Policy, Customer will immediately suspend or remediate the violation. If Customer fails to do so, Imagicle may request compliance within twenty-four (24) hours.