Terms and Conditions e911

CAREFULLY READ THESE TERMS AND CONDITIONS, AS THEY FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND [CUSTOMER OWNERSHIP PARTNER]. ONLY AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY MAY EXECUTE THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU DO NOT HAVE PERMISSION TO USE COMPANY SERVICES AND DO NOT HAVE ANY OTHER OF THE RIGHTS SET FORTH BELOW. 

This Master Service Agreement (this “MSA”) is entered into between Forerunner Technologies, Inc. (“[COP]”) and CustomerName  (“You”). You are not required to purchase voice services from [COP] nor from any of its affiliates. If You elect to purchase voice services under this MSA, please be advised of the following: (i) voice services will be provided through NEC Cloud Communications America, Inc. (“NEC”); (ii) Your acceptance of, and agreement to, the terms of this MSA also constitutes your acceptance and acknowledgement of, and agreement to, (A) the important disclosures, notices and disclaimers contained in Attachment 1 to this MSA related to 911 (including enhanced 911 (E911)) calling and service and (B) the terms of the Schedule(s) and related documents provided or made available to You; and (iii) the terms and conditions of this MSA will apply to the services you receive from NEC as well as the terms and conditions in NEC’s Schedules and related documents. If You instead choose to purchase voice services through an unrelated third party, this MSA will not govern the provision of any services provided by such third party, and such third-party-provided voice services are used at Your sole risk and pursuant to the terms and conditions you enter into with such third party. In the event that You have purchased these services with the assistance or upon the recommendation of an [COP] registered Agent, You hereby grant that Agent the right to manage Your Account, including creation, management and deletion of users and services. You acknowledge and agree that You are responsible for all charges, fees, surcharges, and taxes resulting from any changes made to Your Account by the registered Agent. If you do not want Your registered Agent to have the right to manage Your Account, You must select the option denying such a right in your control panel.

Any of the following actions constitutes Your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) registering for Service on [COP]’s web page or portal and selecting “I Accept” as part of the registration process, (ii) ordering Service from [COP]’s personnel and providing them with Your credit card number or other billing information, or (iii) use of the Services or Your Account by You or Your Users. 

You agree to be bound by all of the terms and conditions of (i) this MSA and (ii) the following:

  • [COP]’s Privacy Policy (the “Privacy Policy”);
  • [COP]’s Service Level Agreements for all of [COP]’s Services that may be sold hereunder (each, a “Service Level Agreement” or “SLA”);
  • [COP]’s Acceptable Use Policy (“AUP”); and
  • [COP]’s Schedules (as defined below).

All of the above referenced documents are collectively referred to as the “Agreement.” Each of the foregoing is expressly incorporated herein by reference and may be amended or updated from time to time by [COP]. Current copies of the MSA, Privacy Policy, SLA, AUP, and Schedules are located at https://www.univerge.blue/legal.

DEFINITIONS. For the purposes of this MSA, the following definitions apply:

“Access Information” means information that alone or together with other information, can provide access to any portion of Your Account, including but not limited to, Your Account number, login names, passwords, credit card or other financial information, security questions and their respective answers, and any other similar information. For the avoidance of doubt, Your Access Information will include any similar information for each of Your Users.

“Account” means the account created with [COP] in connection with this Agreement that relates to Your purchase of and subscription to Services and the use of Services by You and Your Users.

“Administrative User” means any of Your employees, consultants, independent contractors or customers to whom You grant administrative permission to access the Services in accordance with [COP]’s entitlements and procedures and this Agreement (where “administrative permission” includes, but is not limited to, the right to create, modify and delete User accounts, as well as the right to access and modify Your billing information and other functionality available through the [COP] administrative control panel). 

“Applicable Law” means any applicable foreign, federal, state, provincial or other laws, rules, regulations or interpretations of relevant Governmental Authorities or self-regulatory bodies.

“Beta Offerings” means any portion of the Services offered on a “beta” basis, as designated by [COP], including but not limited to, products, plans, services, and platforms.

“Data” means all data submitted by Your Users to [COP] in connection with the Services, including all content, material, IP and similar addresses, recordings, messages, software, Account Information and Account-related settings.

“Governmental Authority” means a government, regulatory organization, self-regulatory organization, court of competent jurisdiction or similar body.

“[COP]” means [COP], a STATE corporation with offices at  [COP Address] (“[COP]”).

“[COP] Parties” means [COP]’s affiliates (including parents and subsidiaries), vendors, licensors and partners, and its officers, employees, agents and representatives (including without limitation NEC Corporation of America, NEC Cloud Communications America, Inc., and their affiliates).

“PHI” means (a) for customers in the United States, Protected Health Information (as such term is defined in the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations promulgated thereunder, as each may be amended from time to time) and (b) for customers in Canada, personal health information (as such term is defined in the applicable federal, state and provincial privacy legislation relating to personal health information and the rules and regulations promulgated thereunder, as each may be amended from time to time) that is individually identifiable health information.

“Schedule(s)” means documents (including the Service-specific product schedules located at : https://www.univerge.blue/legal/ and the order documentation generated through [COP]’s administrative control panel) that specifically describe the Services used by You under this Agreement, including product descriptions, the currency to be used for billing and payment, pricing, and other terms. Each Schedule shall be deemed a part of and incorporated into this Agreement.

“Services” means [COP]’s unified communications, hosting and other services, software and products, as such services, software and products that are offered by [COP] from time-to-time in its discretion and subscribed to, purchased by, or used by You as set forth in a Schedule.

“Third-Party Service” means any service or product offered by a party that is not [COP].

“User” means any of Your employees, consultants, independent contractors or other individuals to whom You grant permission to access the Services in accordance with [COP]’s entitlements procedures and this Agreement (including Administrative Users and end Users).

“You” and “Your” means the individual or entity on whose behalf this Agreement is accepted.

  1. SCOPE; ACCESS; SECURITY.

1.1. Access to Services. Subject to and in accordance with the terms of this Agreement, including any Schedules, [COP] grants You a non-exclusive, non-sublicensable, nontransferable, non-assignable, revocable license for the term of this Agreement to access and use the Services. Services may only be used by Your Users for internal business purposes only. You agree to comply with the terms and conditions of this Agreement, including any Schedules, and with all applicable [COP] procedures and policies that further define use of the Services. You acknowledge and agree that the actions of any of Your Users with respect to the Services will be deemed to be actions by You and that any breach by any of Your Users of the terms of this Agreement, including any Schedule, will be deemed to be a breach by You.

1.2. Account Information and Ownership. You acknowledge that Your failure to timely update Your Account information, including authorized Administrative Users, can result in unauthorized personnel having access to Your Account and potentially doing harm to You. Accordingly, You agree to maintain accurate Account information by providing updates to [COP] promptly, but no later than three (3) business days, when any of Your Account information requires change, including any relevant Account contact information. Failure by You, for any reason, to respond within three (3) business days to any inquiries made by [COP] to determine the validity of information provided by You will constitute a material breach of this Agreement. You acknowledge and agree, and expressly consent, that in the event of any dispute regarding access to or legal ownership of any [COP] account or any portion thereof, including Your Account, [COP] will resolve such dispute in its sole discretion. In addition, in the event of such a dispute, [COP] may immediately suspend, alter or terminate any relevant account, including Your Account, or any portion thereof. You will reimburse [COP] for any legal fees and other fees incurred with respect to any dispute regarding control or ownership of Your Account or Your Data or the same of another [COP] customer. You acknowledge and agree that (i) the legal owner of all Data on the Account is You (the counterparty to this Agreement) and not any individual User, including any Account contact registered with [COP], regardless of any administrative designation (e.g., Administrator, Billing Contact, Owner, etc.); (ii) You will provide [COP] with any documentation it reasonably requests to establish ownership and rights to Your Account and any related Data; and (iii) any User identified as an Administrative User with respect to Your Account has the authority to bind You to any amendments, modifications or acknowledgements regarding this Agreement or otherwise relating to the Services.

1.3. Account Security and Activity. You acknowledge and agree that You are solely responsible for (i) maintaining the confidentiality and security of Your Access Information, and (ii) all activities that occur in connection with Your Account, whether initiated by You, by others on Your behalf or by any other means. You will notify [COP] immediately of any unauthorized use of Your Account, Access Information or any other actual or potential breach of security. You acknowledge and agree that [COP] will not be liable for any loss that You may incur as a result of any party using Your Access Information, either with or without Your knowledge and/or authorization. You further agree that You may be held liable for losses incurred by [COP], any [COP] Party, or another party due to any party using Your Access Information. [COP] strongly recommends that You keep Your Access Information in a secure location, take precautions to prevent others from accessing it and change it when necessary to maintain its confidentiality and security. [COP] specifically disclaims all liability for any activity in Your Account, whether authorized by You or not.

1.4. Failure of a Line Test. With respect to voice services, if a specific site fails a “VoIP line test” as part of the installation process, and You are unable or unwilling to upgrade the data circuit, router, switch, or faulty component responsible for the failure, [COP] reserves the right to cancel the order for such site.

  1. TERM AND TERMINATION.

2.1. Term. This Agreement shall be effective from Your acceptance of this Agreement (or a previous version of [COP]’s service agreement) and shall continue until the expiration or termination of all Schedules (“Agreement Term”). When You purchase Services from [COP], a Schedule will be created specific to such purchase, setting forth the contract term and other terms and conditions with respect to such purchase. The term of each Schedule (“Schedule Term”) shall be an initial term with a duration to be agreed to by You and [COP] (e.g., one month, one year or some other mutually agreed-upon period) (a “Schedule Initial Term”), followed by renewal periods with a duration to be agreed to by You and [COP] (a “Schedule Renewal Term”). Termination of this Agreement shall not relieve either party from fulfilling its obligations prior to such termination.

(a) Monthly Plan Schedule Term. For a Monthly Plan with [COP], the Schedule Initial Term is the period from the date of Your acceptance of the Schedule through the remainder of that calendar month. The Schedule Renewal Term for a Monthly Plan is defined as one (1) calendar month beginning at the end of the Schedule Initial Term and each subsequent calendar month thereafter.

(b) Annual or Multi-Annual Plan Schedule Term. For an Annual or Multi-Annual Plan with [COP], the Schedule Initial Term is the period from the date of Your acceptance of the Schedule through the remainder of that calendar month and continuing through the remainder of the Schedule Term.  , unless the parties have agreed in writing to a longer term. A Schedule Renewal Term for an Annual or Multi-Annual Plan is defined as the twelve-month period beginning at the end of the Schedule Initial Term and each subsequent twelve-month period thereafter.

(c) Automatic Renewal. Each Schedule will renew automatically at the end of the then-current Schedule Term for a Schedule Renewal Term unless terminated in accordance with this Agreement by either You or [COP].

2.2. Termination by You.

(a) Monthly Plan. For a Monthly Plan, You may terminate any Schedule for any reason by following the termination procedure located within the Account section of the administrative control panel prior to the beginning of any Schedule Renewal Term. If You terminate a Monthly Plan prior to the end of the then-current Schedule Term, [COP] will not be required to refund to You any fees already paid, unless otherwise set forth in the applicable Schedule and You shall pay all unpaid amounts for Services provided through the date of termination and any third party cancellation/termination charges related to the installation and/or termination of Services and the non-recurring charges for any cancelled Services.

(b) Annual or Multi-Annual Plan. For an Annual or Multi-Annual Plan, You may terminate any Schedule for any reason by following the termination procedure located within the Account section of the administrative control panel at any time. If such a termination is effective prior to the end of the then-current Schedule Term, You will incur a fee that is equal to the sum of (a) all unpaid amounts for Services provided through the date of termination; (b) any third party cancellation/termination charges related to the installation and/or termination of Services, (c) the non-recurring charges for any cancelled Services, if such charges have not already been paid and (d) the percentage of the monthly recurring charges for the terminated Services calculated from the effective date of termination as (1) 100% of the remaining monthly recurring charges that would have been incurred for the Services for months 1-12 of the Services Term, plus (2) 50% of the remaining monthly recurring charges that would have been incurred for the Services for months 13 through the end of the Services Term.  The early termination fee is not a penalty. It is an estimate of liquidated damages suffered by [COP] as a result of Your early termination of the Services.

(c) Refunds/Fees for Termination by You. Fees for non-recurring Services and set up fees will not be refunded. Any fees previously waived, discounts, or rebates applied may be reinstated if You terminate the account during the Schedule Term or if You breach this Agreement, including any Schedule.

2.3. Termination by [COP].

(a) 30-Day Termination. [COP] may terminate this Agreement or any Schedule for any reason by providing thirty (30) calendar days’ notice. If [COP] terminates this Agreement pursuant to this Section 2.3(a), then all Schedules will terminate at the end of the thirty (30) day notice period. If [COP] terminates any Schedule pursuant to this Section 2.3(a), then (i) for a Schedule with a Monthly Plan, if the effective termination date occurs prior to the end of the then-current Schedule Term, [COP] will refund (or refrain from charging You) the pro rata monthly fees for the month in which Services terminate and (ii) for a Schedule with an Annual Plan, [COP] will refund (or refrain from charging You) the monthly fees for the month in which Services terminate. For Schedules with either a Monthly Plan or an Annual Plan, if [COP] terminates this Agreement, including any Schedule, pursuant to this Section 2.3(a), [COP] will not charge You monthly fees for any month following the month in which [COP] terminates this Agreement, including any Schedule.

(b) Immediate Termination. [COP] may terminate this Agreement, including any Schedule, (or suspend Your Account) immediately and without prior notice for any of the following reasons:

(i) Any material breach of this Agreement, including any Schedule, by You, as determined by [COP] in its sole discretion, including, but not limited to, failure to make any payment when due, violation of the AUP or any other [COP] policy or procedure applicable to the Services as notified to You from time to time, which remains uncured beyond thirty (30) days’ notice by [COP]; or

(ii) If Your use of the Services results in, or is the subject of, actual or potential legal action or threatened legal action, against [COP] or any of its affiliates, vendors, partners, representatives or customers, without consideration for whether such actual or potential legal action or threatened legal action is eventually determined to be with or without merit.

(c) Termination or Suspension of Users. In lieu of terminating or suspending Your entire Account, [COP] may suspend Your Account or terminate or suspend individual Users.

(d) No Refunds; Further Payment Due. If [COP] terminates this Agreement, including any Schedule, pursuant to Section 2.3(b), (i) [COP] will not refund to You any paid fees and (ii) You will be liable for any payment that would have been due had You terminated pursuant to Section 2.2.

2.4. Following Termination. Termination will not cancel or waive any fees owed to [COP] or incurred prior to or upon termination. You agree that [COP] may charge such unpaid balance to Your Account on file or otherwise bill You for such unpaid balance. Upon termination, You must promptly uninstall all software provided by [COP] in connection with the Services. All of Your Data will be irrevocably deleted promptly (as soon as fourteen (14) calendar days) following the termination of this Agreement or the applicable Schedule, including but not limited to, databases, contacts, calendars, e-mail, website content, and any Data hosted by [COP]. It will be solely Your responsibility to secure all necessary Data from Your Account prior to termination. [COP] will not be responsible or otherwise liable for any loss of Your Data or any damages arising from the deletion of Your Data following termination of the Services.

  1. FEES, BILLING, TAXES, CHARGES.

3.1. Fees. The fees initially charged upon ordering any Service will be effective for the applicable Schedule Initial Term and each Schedule Renewal Term, provided, that [COP] will have the right to increase these fees at any time upon thirty (30) calendar days’ notice to You. If You do not agree with such fee increase, You will have the right to terminate the applicable Schedule immediately upon notice received within thirty (30) calendar days of date of notice of the fee increase. All payments made to [COP] shall be in U.S. dollars (or any other currency as may be permitted in the applicable Schedule(s)).

3.2. Billing and Payment Arrangements. [COP] will bill You monthly for all established and recurring fees, and any applicable one-time fees in that month, including but not limited to interest, check paying program fees and returned check fees. Pro rata billing may occur throughout the course of a billing cycle for feature add-ons that You enable on your Account during any given month.

3.3. Payment by Automated Means.

(a) You may view and print an invoice for Your Account using the administrative control panel made available to You. On or about the first (1st) day of each month, [COP] will apply the current monthly charges to Your automated payment method, the relevant information of which You entered on the billing information page in the administrative control panel. Payment by automated means includes any form of automated payment accepted by [COP] from time to time, including credit card, debit card, direct debit or other means.

(b) You must provide [COP] with valid automated payment information as a condition to receive or use the Services. You are responsible for and agree to update [COP] with any changes to Your billing and/or automated payment information (e.g., new or updated credit card, credit card expiration date or other payment account information). By providing [COP] with the automated payment information, You authorize [COP] to charge Your automated payment account for any amounts arising from or relating to the Services without further authorization from You. It is Your responsibility to keep Your automated payment information up-to-date. If charges to Your automated payment account fail, [COP] will email a warning to Your Account billing contacts.

(c) If [COP] is unable to successfully process Your payment by automated means by the seventh (7th) calendar day of the month for which the payment is due, Your payment will be considered late and not paid in full. [COP] may suspend or terminate Your Account in accordance with Section 2.3(b)(i) for failure to timely pay in full. Late payments are subject to a late-payment charge of the greater of (i) interest calculated at the lesser of (x) eighteen percent (18%) per year and (y) the maximum amount permitted by law and (ii) twenty-five dollars ($25). Such interest will accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You will pay the interest immediately on demand. You will pay all collection costs incurred by [COP] (including, without limitation, reasonable attorneys’ fees).

3.4. Payment by Check.

(a) If You apply for and are accepted into [COP]’s check paying program, [COP] will issue You an invoice within the first five (5) calendar days of each calendar month. Each invoice will include an invoice processing fee of twenty-five dollars ($25). Payment by check must be received by the fifteenth (15th) calendar day of each month. Acceptance into and continued participation in [COP]’s check paying program will be at [COP]’s sole discretion.

(b) Should Your check not be honored, a check fee of the lesser of (i) fifty dollars ($50) and (ii) the maximum amount permitted by law, will be charged to Your Account. In addition, [COP] may require You to pay by cashier’s check or money order.

(c) If [COP] does not receive payment by the fifteenth (15th) calendar day of the month for which the payment is due, Your payment will be considered late and not paid in full. [COP] may suspend or terminate Your Account in accordance with Section 2.3(b)(i) for failure to timely pay in full. Late payments are subject to a late-payment charge of the greater of (i) interest calculated at the lesser of (x) eighteen percent (18%) per year and (y) the maximum amount permitted by law and (ii) twenty-five dollars ($25). Such interest will accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You will pay the interest immediately on demand. You will pay all collection costs incurred by [COP] (including, without limitation, reasonable attorneys’ fees).

3.5. Fees for Excess Use. You agree to monitor and maintain Your Accounts within all [COP]-specified limits and in a manner that does not disrupt the activities of [COP] and other [COP] customers and users. If Your usage exceeds the limits for Your Account or may disrupt the activities of other [COP] customers, You agree that [COP] may immediately, in its sole discretion, (i) charge You for such excess usage via Your automated payment account, or by invoice if You have been accepted into [COP]’s check paying program, (ii) upgrade You to a plan or increase the limits on Your Account to address this excess usage, and/or (iii) suspend Your Account or terminate Your Account upon notice To You. Usage and associated charges for excess usage will be determined based solely upon [COP]’s collected usage information. Unused monthly allotments will not accrue or carry over from one month to any other month. Upon any upgrade or increase on the limits of Your Account, You will be responsible for the new costs and fees.

3.6. Taxes.  In addition to [COP]’s charges, You will be responsible for all applicable federal, state, municipal, local or other governmental sales, use, excise, personal property, public utility or other taxes, fees or charges, including fees collected by federal and state regulatory agencies, now in force or enacted in the future, that arise from or as a result of Your subscription, use, and/or payment for the Services.  Such amounts are in addition to payment for the Services and will be billed to You as set forth in this Agreement.  If You are exempt from payment of such taxes, You must provide [COP] with an original certificate that satisfies applicable legal requirements attesting to Your tax-exempt status.  Tax exemption will only apply from and after the date [COP] receives such certificate.

3.7. Fees for Additional Services. You agree to pay [COP]’s then-current rates and expenses, including the cost of [COP]’s vendors, for any requests related to information retrieval, subpoenas, consulting and advisory services, or similar work.

3.8. Bill Disputes. You will notify [COP] of any dispute relating to charges billed to Your Account by submitting a Billing Dispute Notification Form (available through [COP]’s customer service) to [COP] within sixty (60) days of the date the disputed charges appeared on Your Account. The existence of a dispute will not relieve You from paying any and all amounts billed hereunder. You waive all rights to dispute any charges not disputed by written notice as required above.

3.9. Electronic Billing and Documentation. All billing and other documentation regarding the Services may be provided electronically (“Electronic Documentation”). You acknowledge and agree that You are able to view all Electronic Documentation and consent to receiving Electronic Documentation and decline to receive hard copies of any such materials.  You agree to receive all such communications in the English language.

3.10. Modification made by Sales  Partner. You acknowledge and agree that any charges, fees, surcharges, and taxes resulting from any changes made to Your Account by the registered Sales  Partner are Your sole and exclusive responsibility unless you select the option in your control panel indicating that You do not want Your registered Sales  Partner to have the authority to manage Your Account. 

3.11 Regulatory Recovery Fee.  A Regulatory Recovery Fee is charged monthly to offset costs incurred by [COP] in maintaining compliance with federal, state and municipal regulatory bodies, government inquiries and related legal expenses. This fee is not a tax or charge required or assessed by any government.  The monthly Regulatory Recovery Fee will apply for each User and applied Account.

  1. USE OF THE SERVICES.

4.1. Internal Use. You will use the Services for Your own internal business, non-residential and non-personal use. You acknowledge and agree that You will not allow any third party, including Your vendors and service providers, to access or use the Services unless such third party is allowed access for the purpose of providing authorized customer support services or in connection with Your appropriate use of the Services for Your own business purposes.

4.2. Restricted Activities. You will not (i) use any Service for any purpose outside the Service’s intended scope, features, and function set, (ii) use any Service for third-party training, (iii) use any Service as an application service provider or service bureau, unless You have entered into a separate written agreement with [COP] to provide such services, (iv) use any Service for timesharing or rental, (v) use any Service to design software or other materials or services with similar or competitive functionality for any purpose, including distribution to third parties, (vi) except with respect to Your Data, duplicate any portion of the Services or display, distribute, publish, or otherwise disclose any Service; (vii) use any of the Services to interface with any other service or application that is outside the scope of intended use; (viii) decompile, disassemble, or otherwise reverse engineer any portion of the Services; (ix) make any modification or interface to any Service that is not specifically authorized by [COP] without prior written consent of [COP]; (x) resell or sublicense any portion of the Services, and any purported resale or sublicense will be void; and (xi) store, maintain, or use on or through the Service any PHI, unless a formal Business Associate Agreement (in a form acceptable to [COP] in its sole discretion), if required by applicable law, has been executed between [COP] and You. You may not access the Services for purposes of monitoring their performance, availability, or functionality, or for any other benchmarking or competitive purposes, without [COP]’s prior written consent. You may not, without [COP]’s prior written consent, access the Services if You are a direct competitor of [COP].

4.3. Applicable Law. You acknowledge and agree that access and use of the Services may be restricted or limited as a result of Applicable Laws and that You will not use, or allow the use of the Services in contravention of, and will comply with, any Applicable Law. You represent that (i) You and Your Users are not named on any Government Authority list of persons or entities prohibited from receiving exports, and (ii) You will not permit Users to access or use Services in violation of any export embargo, prohibition or restriction. You acknowledge and agree that that it is Your sole responsibility to use the Services in a lawful manner.

  1. YOUR DATA; FEEDBACK.

5.1. Submission of Your Data. Any Data You provide to [COP] in connection with the Services must comply with the AUP. Attempting to place or transmit, or requesting placement or transmission, of Data that does not comply with the AUP will be a material breach of this Agreement. [COP] may, in its sole discretion, reject or remove Data that You have used or attempted to use with respect to the Services. Any Data used with respect to the Services by or through You will be free of any and all malicious code, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms, computer viruses and mechanisms that may disable or negatively impact the Services or [COP]’s servers. You hereby represent and warrant to [COP] that You have the right to use any patented, copyrighted, trademarked, proprietary or other material in connection with Data that You use, post, or otherwise transfer or transmit with respect to the Services.

5.2. Public Disclosure of Data. You are solely responsible for ensuring that You do not accidentally make any private Data publicly available. Any Data made public may be publicly accessible through the internet and may be crawled and indexed by search engines or other third parties. By making any Data publicly available on any of the Services, You affirm that You have the consent, authorization or permission, as the case may be, from every person who may claim any rights in such Data to make such Data available in such manner.

5.3. Data Takedown. By making any Data publicly available in the manner aforementioned, You expressly agree that [COP] will have the right to block access to or remove such Data made available by You, if [COP] receives complaints, inquiries or notices concerning any illegality or infringement of rights in such Data. You expressly consent to determination of questions of illegality or infringement of rights in such Data by the agent designated by [COP] for this purpose.

5.4. Filtering. [COP] may employ various filtering methods to reduce unwanted content, such as SPAM e-mail or calls, from reaching Your [COP] Account. You acknowledge and agree that such methods may prevent legitimate content or communications from reaching Your Account and that [COP] will not be liable therefor.

5.5. Control. [COP] is not obligated to exercise control over the content of information, including Your Data, passing through [COP]’s network except any controls expressly provided in this Agreement.

5.6. Feedback. Any feedback, recommendations, enhancement requests, suggestions, testimonials, endorsements, information or materials conveyed to [COP] by You or Your Users in connection with the Services shall be collectively deemed “Feedback.” You agree to grant and hereby grant to [COP] a perpetual, transferable, irrevocable, royalty-free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback without restriction.

  1. CONFIDENTIALITY AND PRIVACY.

6.1. Confidential Information. “Confidential Information” is all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information will include Your Data. [COP]’s Confidential Information will include the Services (and any portion thereof), the terms and conditions of this Agreement and any Schedules, and all related Service order forms, as well as [COP]’s business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by [COP]. Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. The Receiving Party may disclose Confidential Information to the extent required to comply with binding orders of governmental entities that have jurisdiction over it; provided however that, to the extent legally permitted by law to do so, the Receiving Party gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy, discloses only such Confidential Information as is required by the governmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that [COP], and its licensors, retain all intellectual property rights and title, in and to, all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Services provided by [COP] hereunder.

6.2. Protection of Confidential Information. Except as otherwise permitted by this Agreement or in writing by the Disclosing Party, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective of Disclosing Party and its Confidential Information as the provisions of this Agreement.

6.3. Use and Disclosure by [COP]. Notwithstanding the foregoing, [COP] may use or disclose Your Data (i) as expressly permitted in writing by You, and (ii) as expressly provided in this Agreement, including (a) in accordance with the Privacy Policy (as if such Data were “Information” as defined under the Privacy Policy), and (b) to access Your Data to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters. You expressly consent to the foregoing use and disclosure.

  1. BETA OFFERINGS.

The SLAs do not apply to any Beta Offerings. Notwithstanding anything else set forth in this Agreement, [COP] does not make any representations or warranties regarding any Beta Offering or the integrity of any data stored in connection with any Beta Offering. You are strongly discouraged from using any Beta Offering in connection with sensitive data. [COP] may, in its sole discretion, change or terminate any Beta Offering without notice and does not represent or warrant the result of any such action. [COP] may, in [COP]’s sole discretion, convert any Beta Offering to a paid service upon notice to You. To avoid incurring increased charges following such a conversion, You must terminate (i) the individual converted service (if possible) by contacting [COP] as directed in the conversion notice, or (ii) if You subscribe to no other services under Your Account, the entire Account, pursuant to Section 2 of this MSA.

  1. LIMITED WARRANTY; LIMITATION ON LIABILITY; THIRD-PARTY SERVICES.

8.1. Limited Warranty. [COP] provides the Services and any related products on an “as is” basis, except as otherwise specifically set forth in the applicable SLA. You expressly agree that use of the Services is at Your sole risk. To the fullest extent permitted by applicable law, [COP] and the [COP] Parties expressly disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, oral or written, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. You hereby agree that the terms of this Agreement, including any Schedule, will not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this Agreement, including any Schedule.

8.2. Limitation on Liability. [COP] and [COP] Parties will not be liable for any direct, indirect, incidental, special, punitive or consequential damages (including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like) in connection with any claim arising under or in connection with this Agreement or the Services provided hereunder, regardless of whether [COP] or any [COP] Party has been advised of such damages or their possibility. Some jurisdictions do not permit exclusion or limitation of liability for all types of damages (including the province of Quebec), so the preceding exclusions may not apply to all parties; in such jurisdictions, and only such jurisdictions, the liability is limited to the fullest extent permitted by law. [COP] will not be liable for any harm that may be caused by Your access to application programming interfaces or the execution or transmission of malicious code or similar occurrences, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms, viruses and similar mechanisms. You agree that the total liability of [COP] and any [COP] Party and Your sole remedy for any claims (i) regarding the Services for which a remedy is set forth in the applicable SLA is limited to the credits set forth in such SLA; and (ii) regarding the Services, other than those specifically described in clause (i) of this Section 8.2, is limited to the lesser of (a) One Thousand Dollars ($1,000) and (b) the prior one (1) month of Service fees paid under this Agreement by You to [COP].

8.3. Other Liability. None of the [COP] Parties is responsible to You for any warranty provided by [COP].

8.4. Third-Party Services. [COP] may link to or offer Third-Party Services on [COP]’s website or otherwise through the Services. Any purchase, enabling, or engagement of Third-Party Services, including but not limited to implementation, customization, consulting services, and any exchange of Data between You and any Third-Party Service, is solely between You and the applicable Third-Party Service provider and is subject to the terms and conditions of such Third-Party Provider. [COP] does not warrant, endorse or support Third-Party Services and is not responsible or liable for such Services or any losses or issues that arise as a result of Your use of such services. If You purchase, enable or engage any Third-Party Service for use in connection with the Services, You acknowledge that [COP] may allow providers of those Third-Party Services to access Your Data used in connection with the Services as required for the interoperation of such Third-Party Services with the Services. You represent and warrant that Your use of any Third-Party Service signifies Your independent consent to the access and use of Your Data by the Third-Party Service provider, and that such consent, use, and access is outside of [COP]’s control. [COP] will not be responsible or liable for any disclosure, modification or deletion of Data resulting from any such access by Third-Party Service providers.  For purposes of clarification, Services provided by NEC or NEC Parties or their affiliates under this Agreement shall not be deemed to be Third-Party Services for purposes of this Section 8.4.

  1. OWNERSHIP AND CONTROL.

9.1. No Transfer. Except for rights expressly granted in this Agreement, including any Schedules, [COP] does not transfer any intellectual or other property or proprietary right to You. All right, title, and interest in any Service provided to You, including without limitation any copyright, trade secret and vested or potential trademark and patent rights, is solely the property of [COP] and its vendors and licensors. As between You and [COP], all materials distributed by [COP] in connection with the Services will at all times remain the property of [COP], and upon the request of [COP] or upon termination of this Agreement or any Schedule, You will promptly return any and all such materials.

9.2. Control. [COP] will have sole and complete control over, and reserves the right at any time to make changes to, the configuration, appearance, content and functionality of the Services. In addition, [COP] reserves the right, at any time, without prior notice, to the exercise of its sole discretion to suspend or terminate any Service for the protection of the security and integrity of the Services or other business, technical or financial considerations as determined by [COP].

  1. INTELLECTUAL PROPERTY PROTECTION.

[COP] will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “[COP] Technology,” as defined below in this Section 10; provided that You provide [COP] with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which [COP] may be obligated to defend or settle in accordance with this Section 10, [COP] may at its sole option and expense, either: (i) procure the right to use the [COP] Technology as provided herein; (ii) replace the [COP] Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the [COP] Technology so that it does not infringe; or (iv) terminate this Agreement. [COP] assumes no liability for infringement claims arising from: (1) any combination of the [COP] Technology with products or technology not provided by [COP], if the infringement would not have occurred if the [COP] Technology had not been so combined; (2) any modification of the [COP] Technology, in whole or in part, by anyone other than [COP], if the infringement would not have occurred but for such modification; (3) use by You of any [COP] Technology after [COP] notifies You that continued use may subject You to such claim of infringement, provided that [COP] provides You with a replacement release of the [COP] Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “[COP] Technology” means the software of [COP] (NEC or NEC Parties or their affiliates) which is delivered to You in connection with Your use of the Services. This Section 10 sets forth the entire liability and obligations of [COP], and Your exclusive remedy, with respect to any actual or alleged infringement of any intellectual property or proprietary right by the Services. The terms of this Section 10 are subject to the limitations of Section 8.

  1. HARDWARE, EQUIPMENT, AND SOFTWARE.

Unless purchased from [COP] or one of its affiliates pursuant to a separate written agreement, You are responsible for and must provide all hardware, software, services and other components necessary to access and use the Services. [COP] makes no representations, warranties, or assurances that third party hardware, software, services and other components will be compatible with any Service. [COP] reserves the right to change or upgrade any equipment or software that it uses to provide the Services without notice to You. [COP] will install security patches, updates, upgrades and service packs (“Updates”) as it determines in its sole discretion, and reserves the right, but not the obligation, to roll back any Updates. Updates may change system behavior and functionality and as such may negatively affect the Services used by You. [COP] cannot foresee nor be responsible or liable for service disruption or changes in functionality or performance due to Updates. [COP] is not responsible or liable for issues that may arise from incompatibilities between Your Data and use of the Services and any Update or hardware or software change or configuration, regardless of whether discretionary or requested.

  1. INDEMNIFICATION.

You agree to defend, indemnify, save, and hold [COP] and the [COP] Parties harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, asserted against them that may arise or result from Your use of the Services, Your breach of this Agreement (or any Schedule), or Your negligence or willful misconduct.

  1. MODIFICATION OF TERMS.

[COP] may update, amend, modify or supplement the terms and conditions of this Agreement, including any Schedules, any SLAs, the AUP and the Privacy Policy, from time to time by giving You notice. Such changes will take effect immediately. Any such modification may be made without the consent of any third party beneficiaries of this Agreement. You can review the most current version of this Agreement at any time at: ([: https://www.univerge.blue/legal/). Your continued use of Your Account or the Services after [COP] posts a new version of the Agreement will be conclusively deemed to be acceptance by You of any such new version.

  1. MISCELLANEOUS.

14.1. Governing Law; Jurisdiction; Forum; Attorneys’ Fees. This Agreement will be governed by and construed in accordance with the laws of the State of [COP choice of governing law] without regard to its conflicts of laws or its principles. Any claim or suit arising out of or relating to this Agreement will be brought exclusively in any court of competent jurisdiction located in the State of [COP’s jurisdiction of choice].In any action to enforce this Agreement, including, without limitation, any action by [COP] for the recovery of fees due hereunder, You agree to pay [COP]’s reasonable attorneys’ fees and costs in connection with such action if [COP] prevails in such action. You agree to waive the right to trial by jury with respect to any proceeding related to or arising out of this Agreement.

14.2. Written Communications and Notice. You accept that communication from [COP] may be electronic. [COP] may contact You by e-mail or provide You with information by posting notices on [COP]’s website or to Your Account. You agree to receive all such communications in the English language. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that [COP] provides to You electronically are acceptable and effective as notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given (i) immediately upon personal delivery, (ii) the second (2nd) business day after mailing, (iii) the second (2nd) business day after sending by confirmed facsimile, or (iv) the first (1st) business day after sending by email or, if from [COP] to You, online posting. Notices to You shall be written in English and may be addressed by [COP] to any e-mail address, postal address or facsimile number registered with [COP], or through means of online posting through the Services. Notices to [COP] that are not expressly authorized by administrative control panel under this Agreement shall be written in English and mailed to [[COP] entity] , [Notice address], Attn:[Notice recipient], or such other address as designated on [COP]’s website from time to time.

14.3. Authority, Age and Capacity. The individual accepting this Agreement on behalf of You represents and warrants that he/she has the authority to bind You to this Agreement. You hereby represent and warrant that each User has reached the older of (i) the age of eighteen (18) and (ii) the age of majority in the User’s jurisdiction, and that You are not subject to a limitation on Your ability to enter into this Agreement.

14.4. Severability. If any one or more of the provisions contained herein will, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any of the other provisions of this Agreement, and this Agreement will be construed as if such provision(s) had never been contained herein, provided that such provision(s) will be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

14.5. Waiver. No waiver by either party of any breach by the other party of any of the provisions of this Agreement will be deemed a waiver of any preceding or succeeding breach of this Agreement. No such waiver will be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing.

14.6. Remedies. The rights and remedies of the parties hereunder shall not be mutually exclusive, i.e., the exercise of one (1) or more of the provisions hereof shall not preclude the exercise of any other provision hereof. The parties acknowledge, confirm and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach by You or Your Users of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or statute or otherwise for a breach or threatened breach of any provision hereof, it being the intent of this provision to clarify that the respective rights and obligations of the parties shall be enforceable in equity as well as at law or otherwise.

14.7. No Assignment. No benefit or duty of You under this Agreement will, without the consent of [COP], be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so will be void. [COP] may assign this Agreement without Your consent and without notice.

14.8. Fair Interpretation, Headings. This Agreement reflects terms that are mutually agreeable to the parties. This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party based on draftsmanship of the Agreement or otherwise. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

14.9. Force Majeure. Except for monetary obligations, neither party shall be liable to the other for failure or delay in the performance of a required obligation hereunder if such inability or delay is caused by reason of Force Majeure Event. “Force Majeure Event” is any cause beyond a party’s reasonable control or anticipation, including, without limitation, acts of war, acts of god, terrorism, earthquake, hurricanes, flood, fire or other casualty, embargo, riot, sabotage, labor shortage or dispute, governmental act, insurrections, epidemics, quarantines, inability to procure materials or transportation facilities, failure of power, restrictive governmental laws or regulations, condemnation, acts of third parties, failure of the Internet or other reason that is beyond a party’s reasonable control or anticipation.

14.10. Survival. The preamble, “Definitions” and Sections 2, 3, 4, 5, 6, 8, 9, 10, 12, 13 and 14 of this MSA will survive termination.

14.11. Independent Parties. Notwithstanding anything to the contrary herein, it is acknowledged, confirmed, and agreed that You shall be, and shall be deemed to be, an independent entity for all intents and purposes, including, without limitation, federal taxation. You shall pay all expenses in connection with performing Your obligations hereunder and shall not incur any indebtedness on behalf of [COP] in connection with such expenses. Neither party shall have or hold itself out as having any right, authority nor agency to act on behalf of the other party in any capacity or in any manner, except as be specifically authorized in this Agreement.

14.12. Entire Agreement; Third Party Beneficiaries. This Agreement, including any Schedules, constitutes the entire agreement for provision of the Services to You and supersedes all other prior agreements and understandings, both written and oral, between You and [COP] with respect to the Services. You understand and agree that (i) the [COP] Parties are third party beneficiaries of this Agreement, and (ii) in the event of any breach of this Agreement, including any Schedule, such [COP] Parties shall have all rights and remedies available to them as if they were parties to this Agreement, including claiming the benefit of Section 8 of this MSA.

14.13. Language. The parties confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties aux présentes ont exigé que la présente entente et tous les documents connexes soient rédigés en anglais.

Attachment 1

Enhanced 911 Service – Disclosures, Notices and Disclaimers

IMPORTANT:  EMERGENCY 911 CALLING INFORMATION

This document provides very important information about emergency 911 calling using the Internet phone service of NEC Cloud Communications America, Inc. (“NEC”), which services are sold by [[COP]  (“[COP]”) as part of [COP] UNIVERGE BLUE® CONNECT.  This document also describes the steps that you, as a customer of this service (“You”), should take to ensure Your safety and the safety of Your employees and visitors.

Capitalized terms used in this document but not otherwise defined have their respective meanings set forth in the Master Service Agreement between You and [COP]. Note that this document is incorporated into the terms of Your Master Service Agreement and creates a legally binding obligation on You.

Dear Customer:

Emergency 911 Services (including Enhanced 911 or “E911”) provided by NEC differ from the emergency calling services provided by a traditional telephone company. These differences may have an adverse impact upon the ability or timeliness of 911 responders to respond to or assist You or others in the event of an emergency. In addition, due to limitations on technology, the location reported by NEC to the public safety dispatcher for Your telephones may not include a user’s specific location within a business premise. For this reason, it is important that You carefully follow the instructions below.

As part of the process of subscribing to our voice services, You provide us with the street address, city, and state (“Service Address”) where You will be using Your NEC voice service.  Except as provided below for Canada, our customers have access to either basic 911 or E911 service depending on their service location:

  • If You are a customer located in an area where the applicable emergency center offers E911 service, then, when You dial 911, Your NEC telephone number and registered address are sent by NEC to the emergency center, where public safety dispatchers have access to this information in order to send help and call You back if necessary.
  • However, if You are a customer located in an area where the applicable emergency center only offers basic 911 service, then, when You dial 911, the emergency center is not equipped to automatically receive Your telephone number and address, and public safety dispatchers answering the call may not be able to access Your NEC telephone number and/or registered address. Therefore, in this situation, You must be prepared to supply this information on the call.  Until You supply the public safety dispatchers with Your phone number and address, the dispatcher may not be able to send help, and they may not be able to call You back if the call is disconnected or dropped.

If You are calling from a Canadian phone number, when You dial 911, You will only have access to basic 911 service.  Your call will first be routed to an emergency services operator. You will need to verbally provide Your location to the operator. After the operator verbally determines Your location, the operator will transfer the call to the appropriate Public Safety Answering Point (PSAP). Therefore, in this situation, You must be prepared to supply Your telephone number and/or registered address on the call. Until You supply this information to the operator, the operator may not be able to send help and may not be able to call You back if the call is disconnected or dropped. 

For the purposes of 911, and to ensure the safety of You, Your employees, and Your visitors, You must register with NEC the physical location where each user will utilize our service with each phone line.  We will register the physical location or Service Address that You provide as part of subscribing to our service.  Please note that it is Your responsibility to confirm the accuracy of Your Service Address upon initial registration, and upon any further changes, additions, or transfers of phone numbers. You can do this by using Your online account portal.  In addition, it is Your obligation to require each user to provide NEC with their specific location within Your premises in the event of an emergency.  It is Your responsibility to inform each user that when the user moves the device to another location, the user must inform You, and in turn, it is Your obligation to update Your registered address.  It is Your responsibility to update NEC promptly when You or any user changes the physical location to which service is provided. If You (or Your users) do not update location information, Your 911 calls may be directed to an emergency center near Your old address (instead of the new location), which may result in 911 responders being delayed in responding, or unable to respond, to the reported emergency.  You may register only one 911 location at a time for each phone line. To be clear, You must re-register the Service Address with NEC each time the Service Address changes. Please note that this is standard and customary practice for any Internet-based voice service, and it is designed to keep You, Your employees, and Your visitors safe in case of an emergency.

With [COP] UNIVERGE BLUE® CONNECT, You have the ability to connect Your voice service to multiple devices and endpoints.  Please note the following important service limitations with regard to the use of such devices or endpoints:

  • Note that You must register the correct service address for each separate device within the [COP] portal (e.g., home phone, office phone, etc.).
  • Emergency 911 calls are supported from the [COP] UNIVERGE BLUE® CONNECT mobile application as follows:  
    • Except as provided below for Canada, emergency 911 calls placed through the [COP]  UNIVERGE  BLUE® CONNECT mobile application will be processed (e.g., routed to a local Public Safety Answering Point (PSAP)) as if the call was being placed from the Service Address that is registered in NEC’s system for the applicable [COP]  UNIVERGE  BLUE® CONNECT phone number.  Therefore, if the caller is not physically located at that registered Service Address, the call may be routed to a PSAP that is not local to the caller’s then-current location, and the caller will need to verbally provide his/her location to the emergency responder.  As a result, there is a risk of delay in the processing of emergency 911 calls placed through the mobile application (due to calls being incorrectly routed and additional handling and transfer time), as well as a risk that the emergency service providers may not be able to identify the caller’s location (and thus not be able to provide the emergency services needed by the caller) if the caller is unable to verbally communicate his/her location; and any of these events may result in the caller not receiving the emergency services they require in a timely manner, or at all.  
    • In Canada, all emergency 911 calls placed through [COP] UNIVERGE BLUE® CONNECT, including the [COP]  UNIVERGE  BLUE™ CONNECT mobile application, will first be routed to an emergency service operator, which will transfer the call to the appropriate PSAP after verifying the caller’s location. As a result, there is a risk of delay in the processing of emergency 911 calls due to additional handling and transfer time. In addition, if the caller is unable to communicate his/her location to the operator, the operator may not be able to route the call to the appropriate PSAP. Thus the caller may not receive emergency services he/she requires in a timely manner, or at all. 
  • NEC recommends that any emergency 911 calls placed on a mobile device be made using the mobile phone’s native dialer, instead of through the [COP]  UNIVERGE  BLUE® CONNECT mobile application, as the mobile carrier infrastructure is better able to obtain and provide accurate location information to enable the call to be routed to the most appropriate PSAP.

911 service over Internet-based voice service has several limitations. Such limitations, including those discussed above, may prevent You from making emergency calls and include but are not limited to any of the following:

  • Loss of electrical power
  • Loss of Internet connection for any reason
  • Termination of Your account by your broadband ISP or by NEC
  • Defective or misconfigured customer premises equipment or software
  • Network congestion
  • Delays from updating Your registered Service Address
  • Non-voice equipment, such as security systems and medical monitoring equipment
  • Relocating the equipment outside of the United States, Canada or Puerto Rico, which is prohibited by the Master Service Agreement and applicable product schedules
  • Simultaneous use of one line with multiple pieces of equipment
  • The failure of the emergency response center to answer Your calls
  • Failures of third parties responsible for routing 911 calls

You should advise all of Your employees, invitees, guests, visitors, and every other person who visits Your facility and/or who may make calls using the service of the limitations described above.

In some cases, emergency calls may not be routed to the designated emergency center in Your area.  Rather, an emergency call may be routed to an alternative emergency center that may not have access to any or all of Your registered Service Address information.  Consequently, a user should be prepared to provide sufficient information with respect to their physical location to a public safety dispatcher.  This method may delay the dispatch of emergency personnel to the user’s location.  If the emergency call is disconnected for any reason prior to the time the user has provided a location and callback number, emergency personnel will have no way to contact the user or determine the user’s identity or location, and the user should immediately redial 911.

It is important that You place the stickers shipped with the phones purchased from [COP], or the label (supplied with this letter) for phones You supplied yourself, next to all devices which use the NEC service, including all session initiation protocol (“SIP”) telephones, analog telephone adapters and telephones attached to an analog telephone adapter having the capability of connecting to our service, as well as all computers having softphone software installed. The sticker or label should be conspicuously located near or on each device so that a caller can easily see it. Failure to situate a sticker or label near or on each device may result in a caller not knowing that he/she may not be able to reach 911 in the event of an emergency.

You acknowledge and agree that if You are not comfortable with the limitations of NEC’s 911 service, that You should always have an alternative means of accessing emergency service.  To ensure that You and Your Users have access to emergency services, You acknowledge and accept that it is Your sole responsibility to purchase, from a third-party separately from NEC, traditional wireless or landline telephone service as a backup means of completing emergency calls. If the Service is used in a home office environment, it is not intended to be used for personal, residential, nonbusiness or nonprofessional commercial use. A home office user must provide alternative arrangements for residential emergency calls.

To check Your 911 activation status, log in to Your account or dial support from Your NEC phone.

LABEL EACH PHONE LINE AND DEVICE.

W A R N I N GThis is VoIP Service. E911 Service may be limited or unavailable
Voice and 911 service will function differently, or not at all, during electrical power or broadband provider outage; during failures of the device or data network connection (including congestion of the data network); if this device is moved without updating its registered location; or if the service is used outside of the Continental USA, Alaska, Hawaii, Canada or Puerto Rico.Attention: When dialing 911 in Canada, be prepared to provide your address/location. For more details, refer to your company’s service agreement.

UNIVERGE BLUE – Enhanced 911 Service

Enhanced 911 Service – Disclosures, Notices and Disclaimers

IMPORTANT:  EMERGENCY 911 CALLING INFORMATION

This document provides very important information about emergency 911 calling using the Internet phone service of Forerunner Technologies, Inc. (“Company”) as part of UNIVERGE BLUE® CONNECT.  This document also describes the steps that you, as a customer of this service CustomerName (“You”), should take to ensure Your safety and the safety of Your employees and visitors.

Capitalized terms used in this document but not otherwise defined have their respective meanings set forth in the Master Service Agreement between You and Company. Note that this document is incorporated into the terms of Your Master Service Agreement and creates a legally binding obligation on You.

Dear Customer:

Emergency 911 Services (including Enhanced 911 or “E911”) provided by Company differ from the emergency calling services provided by a traditional telephone company. These differences may have an adverse impact upon the ability or timeliness of 911 responders to respond to or assist You or others in the event of an emergency. In addition, due to limitations on technology, the location reported by Company to the public safety dispatcher for Your telephones may not include a user’s specific location within a business premise. For this reason, it is important that You carefully follow the instructions below.

As part of the process of subscribing to our voice services, You provide us with the street address, city, and state (“Service Address”) where You will be using Your voice service.  Except as provided below for Canada, our customers have access to either basic 911 or E911 service depending on their service location:

  • If You are a customer located in an area where the applicable emergency center offers E911 service, then, when You dial 911, Your Company telephone number and registered address are sent by Company to the emergency center, where public safety dispatchers have access to this information in order to send help and call You back if necessary.
  • However, if You are a customer located in an area where the applicable emergency center only offers basic 911 service, then, when You dial 911, the emergency center is not equipped to automatically receive Your telephone number and address, and public safety dispatchers answering the call may not be able to access Your telephone number and/or registered address. Therefore, in this situation, You must be prepared to supply this information on the call.  Until You supply the public safety dispatchers with Your phone number and address, the dispatcher may not be able to send help, and they may not be able to call You back if the call is disconnected or dropped.

If You are calling from a Canadian phone number, when You dial 911, You will only have access to basic 911 service.  Your call will first be routed to an emergency services operator. You will need to verbally provide Your location to the operator. After the operator verbally determines Your location, the operator will transfer the call to the appropriate Public Safety Answering Point (PSAP). Therefore, in this situation, You must be prepared to supply Your telephone number and/or registered address on the call. Until You supply this information to the operator, the operator may not be able to send help and may not be able to call You back if the call is disconnected or dropped. 

For the purposes of 911, and to ensure the safety of You, Your employees, and Your visitors, You must register with Company the physical location where each user will utilize our service with each phone line.  We will register the physical location or Service Address that You provide as part of subscribing to our service.  Please note that it is Your responsibility to confirm the accuracy of Your Service Address upon initial registration, and upon any further changes, additions, or transfers of phone numbers. You can do this by using Your online account portal.  In addition, it is Your obligation to require each user to provide Company with their specific location within Your premises in the event of an emergency.  It is Your responsibility to inform each user that when the user moves the device to another location, the user must inform You, and in turn, it is Your obligation to update Your registered address.  It is Your responsibility to update Company promptly when You or any user changes the physical location to which service is provided. If You (or Your users) do not update location information, Your 911 calls may be directed to an emergency center near Your old address (instead of the new location), which may result in 911 responders being delayed in responding, or unable to respond, to the reported emergency.  You may register only one 911 location at a time for each phone line. To be clear, You must re-register the Service Address with Company each time the Service Address changes. Please note that this is standard and customary practice for any Internet-based voice service, and it is designed to keep You, Your employees, and Your visitors safe in case of an emergency.

With UNIVERGE BLUE® CONNECT, You have the ability to connect Your voice service to multiple devices and endpoints.  Please note the following important service limitations with regard to the use of such devices or endpoints:

  • Note that You must register the correct service address for each separate device within the Company portal (e.g., home phone, office phone, etc.).
  • Emergency 911 calls are supported from the UNIVERGE BLUE® CONNECT mobile application as follows:  
    • Except as provided below for Canada, emergency 911 calls placed through the   UNIVERGE  BLUE® CONNECT mobile application will be processed (e.g., routed to a local Public Safety Answering Point (PSAP)) as if the call was being placed from the Service Address that is registered in NEC’s system for the applicable   UNIVERGE  BLUE® CONNECT phone number.  Therefore, if the caller is not physically located at that registered Service Address, the call may be routed to a PSAP that is not local to the caller’s then-current location, and the caller will need to verbally provide his/her location to the emergency responder.  As a result, there is a risk of delay in the processing of emergency 911 calls placed through the mobile application (due to calls being incorrectly routed and additional handling and transfer time), as well as a risk that the emergency service providers may not be able to identify the caller’s location (and thus not be able to provide the emergency services needed by the caller) if the caller is unable to verbally communicate his/her location; and any of these events may result in the caller not receiving the emergency services they require in a timely manner, or at all.  
    • In Canada, all emergency 911 calls placed through UNIVERGE BLUE® CONNECT, including the [COP]  UNIVERGE  BLUE™ CONNECT mobile application, will first be routed to an emergency service operator, which will transfer the call to the appropriate PSAP after verifying the caller’s location. As a result, there is a risk of delay in the processing of emergency 911 calls due to additional handling and transfer time. In addition, if the caller is unable to communicate his/her location to the operator, the operator may not be able to route the call to the appropriate PSAP. Thus the caller may not receive emergency services he/she requires in a timely manner, or at all. 
  • NEC recommends that any emergency 911 calls placed on a mobile device be made using the mobile phone’s native dialer, instead of through the UNIVERGE  BLUE® CONNECT mobile application, as the mobile carrier infrastructure is better able to obtain and provide accurate location information to enable the call to be routed to the most appropriate PSAP.

911 service over Internet-based voice service has several limitations. Such limitations, including those discussed above, may prevent You from making emergency calls and include but are not limited to any of the following:

  • Loss of electrical power
  • Loss of Internet connection for any reason
  • Termination of Your account by your broadband ISP or by NEC
  • Defective or misconfigured customer premises equipment or software
  • Network congestion
  • Delays from updating Your registered Service Address
  • Non-voice equipment, such as security systems and medical monitoring equipment
  • Relocating the equipment outside of the United States, Canada or Puerto Rico, which is prohibited by the Master Service Agreement and applicable product schedules
  • Simultaneous use of one line with multiple pieces of equipment
  • The failure of the emergency response center to answer Your calls
  • Failures of third parties responsible for routing 911 calls

You should advise all of Your employees, invitees, guests, visitors, and every other person who visits Your facility and/or who may make calls using the service of the limitations described above.

In some cases, emergency calls may not be routed to the designated emergency center in Your area.  Rather, an emergency call may be routed to an alternative emergency center that may not have access to any or all of Your registered Service Address information.  Consequently, a user should be prepared to provide sufficient information with respect to their physical location to a public safety dispatcher.  This method may delay the dispatch of emergency personnel to the user’s location.  If the emergency call is disconnected for any reason prior to the time the user has provided a location and callback number, emergency personnel will have no way to contact the user or determine the user’s identity or location, and the user should immediately redial 911.

It is important that You place the stickers shipped with the phones purchased from Company, or the label (supplied with this letter) for phones You supplied yourself, next to all devices which use the Company service, including all session initiation protocol (“SIP”) telephones, analog telephone adapters and telephones attached to an analog telephone adapter having the capability of connecting to our service, as well as all computers having softphone software installed. The sticker or label should be conspicuously located near or on each device so that a caller can easily see it. Failure to situate a sticker or label near or on each device may result in a caller not knowing that he/she may not be able to reach 911 in the event of an emergency.

You acknowledge and agree that if You are not comfortable with the limitations of NEC’s 911 service, that You should always have an alternative means of accessing emergency service.  To ensure that You and Your Users have access to emergency services, You acknowledge and accept that it is Your sole responsibility to purchase, from a third-party separately from NEC, traditional wireless or landline telephone service as a backup means of completing emergency calls. If the Service is used in a home office environment, it is not intended to be used for personal, residential, nonbusiness or nonprofessional commercial use. A home office user must provide alternative arrangements for residential emergency calls.

To check Your 911 activation status, log in to Your account or dial support from Your Company phone.

LABEL EACH PHONE LINE AND DEVICE.

W A R N I N GThis is VoIP Service. E911 Service may be limited or unavailable
Voice and 911 service will function differently, or not at all, during electrical power or broadband provider outage; during failures of the device or data network connection (including congestion of the data network); if this device is moved without updating its registered location; or if the service is used outside of the Continental USA, Alaska, Hawaii, Canada or Puerto Rico.Attention: When dialing 911 in Canada, be prepared to provide your address/location. For more details, refer to your company’s service agreement.

UNIVERGE BLUE CONNECT

PRODUCT SCHEDULE (for Service Provided in the United States)

CONNECT Unified Communications, Cloud PBX Services, Cloud Fax, Conference Bridge Services and Other Voice Products

This Product Schedule (this “Schedule”), between Forerunner Technologies, Inc. (“Company”) and the customer entity purchasing any of the Services (as defined below) CustomerName  (“You”) is effective immediately upon Your initial use, order or purchase of the Services and is issued pursuant to and incorporates by reference the terms and conditions of the Master Service Agreement (the “MSA“) by and between Company and You.

By ordering the Services, selecting “I Accept and Continue” in Your Account (as defined below), or using the Services, You accept this Schedule and agree to be bound by all of the terms and conditions of (i) the MSA; and (ii) this Schedule including without limitation the provisions binding You to buy or use certain CPE (as defined below) as identified in this Schedule.

This Schedule includes the terms and conditions governing direct-dialed Voice over IP (“VoIP”) calling (including as part of Company’s Unified Communications offering and Cloud PBX product) and certain calling and call management features or advanced features, including additional features or advanced features which may be offered at additional costs, and which Company, in its sole discretion, may add, modify, or delete from time to time and other services. This Schedule also incorporates the VoIP Emergency 911 disclosures, notices and disclaimers set forth in the document entitled “911 Notifications” available with this Schedule at [COP URL] the “911 Disclosure Document”). Note that Your acceptance of the MSA also constitutes Your acceptance of this Schedule and the VoIP Emergency 911 disclosures, notices and disclaimers set forth in the MSA, in this Schedule and in the 911 Disclosure Document. Your acceptance of such terms, including without limitation such VoIP Emergency 911 disclosures, notices and disclaimers, is a necessary pre-condition before You can receive the Services described by this Schedule.

While the Services are provided directly to You by Company, one or more third parties have been authorized by Company as agents to conduct contracting, billing and support services to You on Company’s behalf. Company’s agents have no direct rights or obligations to You outside the scope of this Schedule and do not have any liability with respect to the Services.

All capitalized terms in this Schedule shall have the same meaning as set forth in the MSA, unless   defined herein. In the event of a conflict or inconsistency between the terms of the MSA and the terms of this Schedule, this Schedule shall supersede and govern; provided, however, that, notwithstanding the foregoing, the term and termination provisions of this Schedule as detailed in Section 2 (and any other additional sections specifically indicated herein as being in priority to the MSA on these terms) supersede the MSA regardless of whether there is an actual or apparent conflict or inconsistency with the terms set forth in the MSA.

Definitions. For the purposes of this Schedule, the following definitions apply:

“Access Information” means information that, alone or together with other information, can provide access to any portion of Your Account, including but not limited to Your Account number, login names, passwords, credit card or other financial information, security questions and their respective answers, and any other similar information. For the avoidance of doubt, Your Access Information will include any similar information for each of Your Users.

“Account” means the account created with Company in connection with this Schedule that relates to Your purchase or subscription to and use of Services by You and Your Users.

“Agent” means a party designated by Company to provide contract, billing and support services to You on behalf of Company.

“CPE” has the meaning provided for in Section 1.2 of this Schedule.

“Data” means all data submitted by Your Users to Company in connection with the Services, including all content, material, IP and similar addresses, voice calls, fax calls, software, messages and account information and settings.

“Services” means the voice communications services sold by Company, such as direct-dialed Voice over IP (“VoIP”) calling/Cloud PBX service, fax, conference bridge and certain other calling and call management features or advanced features. The “Services” also include the voice communications services (e.g., VoIP calling, Cloud PBX, etc.) and the chat (i.e., instant messaging) functionality delivered as part of Company’s Unified Communications offering. However, for purposes of clarification, the term “Services” as defined for purposes of this Schedule does not include (a) Company’s SIP Trunking service or (b) Company’s MEET Online Meeting video conferencing or SHARE backup and file sharing services that are delivered as part of Company’s CONNECT Unified Communications offering (for further information regarding the terms of such excluded offerings, please refer to the applicable Product Schedules and other documentation located at [COP URL].

“Third-Party Service” means any service or product offered by a party that is not Company.

“User” means any of Your employees, consultants or independent contractors to whom You grant permission to access the Services in accordance with Company’s entitlement procedures. If You are purchasing Services under a user-based licensing model, Users may not be “shared” or used by more than one named individual (other than the administrative account that may be used by  an appropriate number of individuals required to administer the use of Services within Your organization). If You are purchasing Services under a subscription-based licensing model, subscription licenses may not be “shared” or used by more than one named individual at any given time; however, a single subscription user license may be reassigned from one User to a different User (by removing the subscription license from the first User and assigning it to another registered User).

“Company Parties” means Company’s officers, employees, agents and representatives; Company’s affiliates (including parents and subsidiaries), vendors, licensors and partners; and their respective officers, employees, agents and representatives.

  1. Service and Account.
  2. Services. Company agrees to provide, and You agree to purchase, the Services. The Services include certain calling and call management features or advanced features, which may be offered at additional costs, and which Company may, in its sole discretion, add, modify, or delete from time to time. All real-time voice communications services and facsimile services must originate in the United States of America (in which case the Services are subject to this Schedule) or Canada (in which case the Services are subject to the Canada Product Schedule for the Services). Company will block all call traffic that does not originate from a United States or Canada IP Address as determined by Company in its sole discretion. Failure by Company to block such services that originate outside of the United States or Canada does not constitute approval by Company (or any of its affiliates) for You to use the Services from such points of origin. The Services do not support Operator-assisted calls, including but not limited to any and all types of collect calls. In addition, the Services do not support 900 calls of any type or 10-10 dialing. You acknowledge that any failure of attempted 900, Operator-assisted, or 10-10 calls is not grounds for any service credit, any other form of liability on the party of Company or any of its affiliates, or termination of service by You.
  3. CPE: Use of the Services (whether as a standalone service, as part of Company’s Unified Communications offering, or otherwise) requires the use of pre-approved, pre-qualified, and pre- programmed CPE. The CPE can be purchased directly from Company or from third parties. Third party CPE must conform to the approved make and models as determined by Company in its sole discretion. In order to utilize the Services’ functionality, You must install all CPE according to the installation instructions provided by Company using the preset configuration supplied by Company. You acknowledge that Company has custom-preconfigured all CPE to work with the Services if you purchase such CPE directly from Company, and that this custom configuration enables certain CPE features and disables others. Desk phones, cordless phones, wireless transmitters, wireless adapters and fax adapters acquired from or through Company are only to be used with the Services.

Please note that most SIP desk phones approved for use in conjunction with the Services natively support Power Over Ethernet (POE). Some models, however, may require the use of a supplementary POE injector, which must be purchased separately.

The Services do not support Point-of-Sale machines (Credit Card machines). The Services do not support alarm systems. In addition, please refer to Section 1.11 of this Schedule for limitations regarding certain fax devices

  1. Title to CPE. Upon submission of an order for Services, You retain all rights and title to CPE identified in, or in connection with, such order. Subject to Sections 2.2 through 2.4 of this Schedule, You may select either a one-time payment or twelve monthly installment payments option for the CPE. In the event of CPE defects due to component failure and/or workmanship defects during the twelve (12) month defective CPE warranty period, You agree to return the CPE that has been pre-approved for replacement to Company (at Company’s cost), in its original condition (excepting normal wear and tear) within thirty

(30) days of Your written request for the exchange of defective CPE from Company. As per industry standard practice, Company will replace any defective CPE during the twelve (12) month defective CPE warranty period with either new or factory refurbished CPE at Company’s discretion. You are required to provide adequate surge protection for all CPE, such as would be standard for a computer. Company shall not be responsible for CPE damage due to improper use, storage, installation, lightning damage, flood damage, or other damage inflicted by You. If You fail to return the CPE within thirty (30) days of receipt of the request or if Company at its sole discretion determines that the CPE defect is due to improper use, storage, installation, lightning damage, flood damage, or other damage inflicted by You, then Company will add the full original purchase cost of that CPE to Your next invoice or credit card charge. Title passes to the customer for CPE shipments on a Free on Board (FOB) origin basis.

  1. Service and CPE Change Orders. You are responsible for all charges associated with change requests including new CPE and new Services in addition to those specified on Your initial order as confirmed with Company. Such change requests may be submitted via secure portal, the case management system, email to Company customer service and/or phone call to Company customer service and support teams (in each case by a party that is authorized to make changes to Your Account(s), subject to confirmation of such identity by Company) and are deemed the responsibility of You. Company reserves the right to verify whether an authorization is sufficient in its sole discretion.
  2. Number Portability. Availability and use of local and toll free number portability, for porting an existing telephone number to Company, is subject to Company’s policies, as modified from time to time. If number portability is offered by Company and You decide to transfer Your existing number, You authorize Company to process Your order for the Service and to notify Your service provider of Your decision to switch Your services to Company and to transfer Your telephone number, and represent that You are authorized to take these actions. You may be required to complete a letter of authorization, provide Company with a copy of Your most recent bill from Your service provider, as well as provide Company with any other information required by Your service provider to port Your number. Failure to provide any information requested by Company or the third party service provider will delay the porting of the number to Company. Company shall not be responsible for any delay in the porting of Your number or outages with Your service provider prior to the successful completion of Your number port to Company, and will not provide credit for any such delays or outages. Expedites are not available. Company has the right to refuse to import a number if, in its sole discretion, it does not have the infrastructure to support the number.
  3. Changes to Local Number Port OrdersIf a Firm Order Commit (FOC) date for a local port order is canceled or changed by You or Your Agent/representative more than three (3) business days before the agreed-to date, there may be a charge of ten dollars ($10.00) per Telephone Number (TN). If an FOC date is canceled or changed by You or Your Agent/representative within three (3) business days prior to the agreed-to date, there will be a charge of fifty dollars ($50.00) per TN. If You require a reversion to prior service on the day of the port or within twenty-four (24) hours of the port occurring on the FOC date, there will be a charge of four hundred fifty dollars ($450.00) per TN. You acknowledge that Company cannot guarantee that such an immediate service reversion for local numbers is even possible. Any change/cancellation of local porting orders received after 12:00 noon Pacific will be considered as received on the next business day. All such charges are not refundable and do not qualify under any service guarantees.
  4. Changes to Toll-Free Port Orders. Changes to toll-free port orders are not supported once submitted. Cancels of toll-free porting orders are entirely the responsibility of You or Your Agent/representative to arrange with the current service provider.
  5. Agent. You acknowledge and agree that (a) Company has designated an Agent to provide billing and support services to You in connection with the Services, (b) such actions by Agent shall be deemed to be the actions of Company with respect to those aspects of the relationship under this Schedule, and

(c) You consent to the disclosure of Data to Agent for the purposes of the Services and the collection of Data by Agent for the purposes of the Services. For the avoidance of doubt, if You fail to respond to Agent when it is acting for Company under this Schedule, You shall be deemed to be in breach of this Schedule.

  1. Local Numbers. For the Services, You represent and warrant that all traffic delivered to You under this Schedule that has originated in the same local calling area in which Your local number (i.e., NPA-NXX) is assigned, and/or in which such traffic is terminated to You, is local traffic and is legally entitled to be treated as local traffic under all applicable federal, state and local laws, administrative and regulatory requirements and any other authorities having jurisdiction over such traffic. You understand and acknowledge that Company will rely upon such representation to assign local telephone numbers to You and/or route Your traffic for termination as local calling.
  2. Incompatibility with Traditional Telephony Network. If Your business requires the use of equipment that is designed to transmit or receive data over traditional telephony networks, collectively referred to here as “Transaction Processing Hardware,” You should be aware that not all Transaction Processing Hardware nor their related application providers, such as banks or credit card processing companies, support the use of VoIP services. Although adequate service may be achieved in many cases, Company cannot recommend or support Your use of Transaction Processing Hardware with the Service.
  3. Incompatibility with Certain Facsimile Devices. Fax adapters acquired from or through Company Services provide a port for connection to facsimile devices (“Fax Devices”). However, You should be aware that in some cases the Fax Device’s configuration may need to be modified by You to optimize its performance with VoIP. You should also be aware that some Fax Devices, some Internet Service Providers (ISPs) and some broadband data connections may not be capable of delivering satisfactory fax operation with VoIP. Some older Fax Devices are incompatible due to delay sensitivity and therefore Company recommends the use of Fax Devices that are no older than two (2) years. Some ISP services deliver inadequate quality of service to allow for reliable fax transmission. Company recommends that You always check with Your Fax Device manufacturer and ISP to determine their level of support for fax over VoIP.
  • Your Network Security Obligations. You understand that the use of the Services requires a network firewall at Your premises. You must deploy firewalls at each physical site designed to enhance security for SIP-based VoIP applications and services. You are also responsible for implementing other security practices that conform with industry standards and best practices applicable to Your business and industry sector. You are responsible for all fraudulent use of Your Services without regard to how it occurs. See Section 4.4(c) of this Schedule. YOU HEREBY INDEMNIFY THE COMPANY PARTIES AGAINST ANY RESPONSIBILITY FOR DAMAGES, CONSEQUENTIAL OR OTHERWISE, THAT ARISE FROM THE FAILURE BY YOU OR ANY THIRD PARTY TO PROPERLY PROTECT ANY NETWORK.
  1. On-Site Requirements. You are responsible for all aspects of Your working environment and of the access connectivity (Internet connectivity and local area network) they provide with respect to any quality of service issues to which they may contribute. Should You encounter material quality of service issues with Your Service which are not related to Your working environment or to the access connectivity provided by You, but rather are attributable to the network or software provided by Company , then Company will use commercially reasonable efforts to remedy those issues within thirty (30) days of their being reported to Company. Should Company fail to achieve a remedy within thirty (30) days then You will be free to discontinue Service without liability for early termination fees. Should reported quality of service issues be determined to be a result of Your provided access connectivity or of Your working environment, then Company will use commercially reasonable efforts to provide appropriate information to support that diagnosis and may provide recommendations as to its repair; however, You will remain responsible for its repair and will be held to the contracted commitments as executed.
  2. Directory Listing: You may request a Directory Listing for any Local Numbers used in connection with the Services provided that Company has the capability to provide Directory Listing services. Company utilizes a Third-Party Service for Directory Listing; therefore, there is no guarantee that Company will be able to list a specific number with the third-party provider, and there is no guarantee as  to the timeframe under which Directory Listing can be completed, if at all. Company does NOT support an option whereby the address is not published as part of the Directory Listing, as allowed by relevant law. Further, where You choose to not purchase or to discontinue Company’s Directory Listing service, Company provides no assurance that any existing information in the various directory listing databases will be removed or revised. In the event that a Directory Listing is completed successfully, (a) You will be provided with a listing for each number in the electronic database and white pages book managed by the Local Exchange Carrier (“LEC”) or a third party working with such LEC in whose area the local numbers originate; (b) via the above, most Directory Assistance providers will be able to look up the number when they receive an inquiry; and (c) yellow page and other electronic database providers then may contract with the LEC to purchase and list the number in their books, databases, etc. as an independent action from the Directory Listing services provided by Company. Company will not be responsible for any misprints, errors or omissions but will provide reasonable, good faith assistance to correct any errors in the databases of Company’s partner carriers and their LEC providers that are identified by You. Further, YOU HEREBY AGREE TO DEFEND, INDEMNIFY, AND HOLD THE COMPANY PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS FOR EXPENSES OR DAMAGES OF ANY KIND (INCLUDING ATTORNEYS’ FEES) ARISING FROM A MISPRINT OF YOUR DIRECTORY INFORMATION.
  3. Term and Termination.

The term and termination provisions of the MSA govern the provision of Services provided through this Schedule, except as specifically superseded or supplemented by the terms of this Section 2.

  1. Porting Does Not Constitute Termination of Service. Even if You port a telephone number from your Account, You will continue to be liable to Company for Service until the Account or relevant Service is terminated.
  2. Following Termination. In addition to the provisions set forth in Section 2.4 of the MSA, You acknowledge that in the event of any Service termination or cancellation, all telephone numbers associated with Your Account may be immediately released and may not be available to You for porting to a new carrier or upon Service reactivation with Company.
  3. Fees, Billing, Taxes, Charges, Promotions.
  4. Fees. The fees initially charged upon ordering any Service will be effective for the Initial Term and each Renewal Term of this Schedule, provided that Company will have the right to increase these fees at any time upon notice to You. If You do not agree with such fee increase, You will have the right to terminate this Schedule and the applicable Service immediately upon notice, provided that such notice of termination must be received within thirty (30) calendar days of date of notice of the fee increase. All payments shall be in US dollars. You will pay all non-recurring and recurring fees, regulatory cost recovery fees, surcharges, assessments and taxes billed to Your Account. Fees are non-refundable. Recurring fees are typically billed once per month and include charges for the current month and usage or adjustments from the prior month. Telephone call minutes of use (including but not limited to inbound and outbound local, long distance, international, toll free, and conferencing) and adjustments for additions, changes or deletions of certain monthly recurring services are billed in arrears. Rates may vary by destination country, city, and band, and are subject to change by Company from time to time without prior notice.
    1. Company may charge a reactivation fee to renew Service for Accounts that have been suspended for non-payment or terminated by You.
  5. Monthly recurring charges will automatically be applied to Your Account(s) seven (7) days after Your acceptance if You have not activated the Services; otherwise, such charges will apply from the date of activation.
  6. Advance Payment and Deposits. Activation and monthly recurring charges are billed in advance. Usage and long distance charges are billed in arrears. Recurring charges commence accruing at the time the Services are provisioned by Company. Payment of all charges is due fifteen (15) days from the date of the invoice (the “Due Date”) unless You have selected to automatically pay by credit card in which case charges will be automatically applied to the credit card associated with Your Account(s). If You fail to pay for all charges by either: (a) more than fifteen (15) days past the Due Date on one (1) occasion, or (b) more than ten (10) days past the Due Date on two (2) occasions within any twelve (12) month period, then You will be, upon receipt of written request from Company, required to pay a billing deposit (“Billing Deposit”), of an amount equal to twice Your average monthly bill for Services for the preceding three (3) month period. If You fail to pay the Billing Deposit within ten (10) days of receipt of the request to do so, then Company may, in its sole discretion and in addition to any other remedies available to Company, suspend or terminate all Services provided to You and maintain the Services in a suspended status until such time that You have paid all amounts then due including the Billing Deposit. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, Company may make reasonable pro-rations to recurring charges.
  7. Fair Use.
  8. Company may offer calling plans that are described as including unlimited minutes of use. Company Services may also offer messaging plans that are described as including unlimited messages. Company reserves the right to review usage of any “unlimited” plans to ensure Fair Use and reserves the right to, at any time, take the actions noted in Section 3.3(b) below without notice to You. “Fair Use” means that (i) with respect to calling plans, the combined number of outbound minutes plus local inbound minutes or (ii) with respect to messaging plans, the combined number of outbound messages plus inbound messages, in either case does not substantially exceed, in Company’s reasonable judgment, the average use of all other Company customers as measured on a per user basis. Usage and associated charges for excess usage will be determined based solely upon Company’s collected usage information. Fair Use also prohibits any activities that result in excessive usage including, but not limited to, auto-dialing, continuous or extensive call forwarding, telemarketing, message blasting, fax broadcasting, fax blasting or transmitting broadcasts or recorded messages, or any activity that disrupts the activities of Company and/or other Company customers.
  9. Fair Use assumes that, for any service packages or bundles that include outbound calling to Alaska and/or Hawaii, outbound long distance traffic to those destinations cannot, in aggregate, exceed one percent (1%) of the total Outbound Long Distance traffic in any calendar month; otherwise, all outbound long distance traffic to Alaska and Hawaii in such month may be subject to a price premium of up to $2.50 per minute, at Company’s sole discretion.
  10. Certain voice functions, such as (i) inbound and outbound WebFax service and

(ii) forwarding calls out of the Auto Attendant or a Local Number, do not qualify for unlimited Local or Long Distance usage. For a list of such voice functions, together with the applicable maximum minutes of usage per month and the costs for excess usage, please contact Your Company account representative.

  1. If Your usage exceeds the limits for Your Account or otherwise exceeds Fair Use, You agree that Company may immediately, in its sole discretion, (i) charge You for such excess usage via Your automated payment account or by invoice if You have been accepted into Company’s check paying program, (ii) upgrade You to a plan or increase the limits on Your Account to address this excess usage, and/or (iii) suspend Your Account or terminate Your Account upon notice to You. Upon any upgrade or increase on the limits of Your Account, You will be responsible for the new costs and fees.
  2. Taxes.  You will be responsible for all applicable federal, state, municipal, local or other governmental sales, use, excise, personal property, public utility or other taxes, fees or charges, including fees collected by federal and state regulatory agencies, now in force or enacted in the future, that arise from or as a result of Your subscription, use, and/or payment for the Services.  Such amounts are in addition to payment for the Services and will be billed to You as set forth in this Agreement.  If You are exempt from payment of such taxes, You must provide Company with an original certificate that satisfies applicable legal requirements attesting to Your tax-exempt status.  Tax exemption will only apply from and after the date Company receives such certificate.
  3. Promotions. Company may occasionally offer special promotions from time to time and shall determine eligibility for, interpretation under and duration of such promotions in its sole discretion. For example, Company may, from time to time, offer a “free phone” promotion in connection with the Services. Any such “free phone” promotion will be limited to certain phone models as specified by Company, and such phone models may be changed at any time, without notice, at Company’s sole and absolute discretion. If You purchase Services with a “free phone” promotion but You then cancel those Services within the first 12 months of service, You will be required to repay to Company the pro-rated value of the phone. Additional information about Company’s promotions can be found in the terms and conditions for the applicable promotion.
  4. Subscription-Based Versus User-Based Licensing Models.
  5. Subscription-Based Licensing. For Services purchased under a subscription-based licensing model, You may purchase subscriptions (i.e., licenses) to such Services without assigning a User to the subscription license at the time of initial purchase. When placing an order for a new Service subscription, or after increasing the desired quantity of User licenses in an existing subscription, any hardware rebates applicable to those User licenses will be immediately available on Your account, even prior to assigning the licenses to specific Users. After ordering a new Service subscription, or after increasing the desired quantity of User licenses in an existing subscription, billing for those licenses will begin after a seven-day grace period, even if the licenses have not yet been assigned to specific Users. When Your Account administrator removes a User from  Your Account, the phone number and User license assigned to such User become available for future use; however, You will continue to be billed for the licenses, even after the removal of the User from Your Account, until You terminate the licenses (by decreasing the number of licenses on the Account). A hardware rebate penalty will not automatically be charged back to Your Account when a User is removed from the Account; rather, the rebate penalty will only be triggered when You reduce the number of Service subscription licenses in Your Account below  the number of the phone hardware rebates that have been used within that customer Account within the previous 12 months. As with user-based licensing, applicable taxes are based on the locality of Your Users; any licenses that are not assigned to a User will be assessed taxes based on the address for the applicable customer account, as set forth in Company’s records.
  6. User-Based Licensing. For Services purchased under a User-based licensing model, licenses for such Services are purchased for and assigned to a specific User at the time of initial purchase. Under this model, when Your Account administrator removes a User from Your Account, the license is terminated, and a hardware rebate penalty will automatically be charged back to Your Account if the User is removed from the Account within the first 12 months. Applicable taxes are based on the locality of the User to which the license is assigned.
  7. Use of the Services.
  8. Business Use; Call Centers.
  1. Business Use. You will use the Services predominantly and primarily for Your own internal business, non-personal use. You will not allow any third party, including Your vendors and  service providers, to access or use the Services. For the avoidance of doubt, You agree that You will not use the Services for residential purposes.
  2. Call Centers. The Service can be used for call center purposes where calls are primarily of an inbound nature and the system is being used in conjunction with Company solutions where appropriate Contact Center licenses are purchased for this purpose. You may not use the Services for any call center solutions in which Company’s Service lines are being used for a high rate of outbound calls and/or calls which are primarily of a short duration – characteristics which are typically seen when employing the use of an outbound dialer application.  Company’s services assume normal business usage which, for this service, means that the average call duration is greater than or equal to one (1) minute. If a customer’s average call duration is less than one (1) minute during any month, a surcharge will be applied to all usage during that month.
  3. Restricted Activities. You will not use the Services: (a) to harvest, collect, gather or assemble information or data regarding other users, including telephone numbers or e-mail addresses, without their consent; (b) for communications that are unlawful, harassing, libelous, abusive, harassing, tortious, defamatory, threatening, harmful, invasive of privacy, vulgar, pornographic, obscene or otherwise objectionable in any way or that are harmful to minors in any way under the law or otherwise; (c) to transmit or knowingly to accept any material or communications that may infringe the intellectual property rights or other rights of third parties, including, but not limited to, trademark, copyright, patent or right of publicity; (d) to transmit or knowingly to accept any material or communication that contains software viruses or other harmful or deleterious computer codes, files or programs such as, but not limited to, Trojan horses, worms, time bombs or cancelbots; (e) to interfere with, disrupt, attempt to interfere with or disrupt computer servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (f) to attempt to gain unauthorized access to or to gain access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means; (g) to harass or to interfere with another user’s use and enjoyment of the Services; (h) unlawfully record conversations in violation of applicable law; (i) to make calls that are not between individuals (e.g., automated calls are not permitted); or (j) in a manner deemed by Company to be inappropriate. You may not access the Services for purposes of monitoring their performance, availability, or functionality, or for any other benchmarking or competitive purposes, without Company’s prior written consent. You may not access the Services if You are a direct competitor of Company, without Company’s prior written consent pursuant to a separate written agreement.
  4. No Resale. Services are for Your use and not third parties and You are prohibited from intermingling traffic. Except as set forth in the following sentence, You shall not resell the Services and doing so constitutes an abusive practice subjecting You to immediate termination of this Schedule and the Services. You acknowledge and agree that in order to resell the Services You must enter into a separate written agreement with Company and that reselling the Services may require regulatory approvals.
  5. Applicable Law; Regulatory Matters.
  6. Applicable Law. Use of the Services is only authorized for use in the United States of America (subject to this Schedule) and Canada (subject to the Canada Product Schedule for the Services). You acknowledge and agree that access to and use of the Services may be restricted or limited as a result of Applicable Laws and that You will not use, or allow the use of the Services, in contravention of, and will comply with, any Applicable Law. You represent that (i) You and Your Users are not named on any Governmental Authority list of persons or entities prohibited from receiving exports,  and (ii) You will not permit Users to access or use Services in violation of any export embargo, prohibition or restriction. You acknowledge and agree that that it is Your sole responsibility to use the Service in a lawful manner.
  • Regulatory Matters. Notwithstanding any other provision of this Schedule or the MSA, this Schedule is subject to change, modification, or cancellation, with or without prior notice, as may be required or reasonably deemed necessary by Company pursuant to any Applicable Law, including any order, rule or decision of a Governmental Authority. All taxes, regulatory fees, surcharges, assessments or other charges imposed by any Governmental Authority on You or Company are in addition to the fees and charges of Company and are the sole responsibility of You. If any such taxes or fees are assessed upon Company, Company may pass through such charges to You or assess a regulatory cost recovery fee. All such charges may be a flat fee or a percentage of Your Company charges and may change without notice. To the extent You are obligated to report and pay any applicable taxes or regulatory fees to a Governmental Authority, You hereby indemnify Company against any claim arising out of Your failure to do so.
  1. Fraud. It is the express intention of the parties that You, and not Company, will bear the risk of loss arising from any unauthorized or fraudulent usage of Services provided under this Schedule to You. Company reserves the right, but is not required, to take any and all action it deems appropriate (including blocking access to particular calling numbers or geographic areas) to prevent or terminate any fraud or abuse in connection with the Services, or any use thereof, provided, however, that any such action will be consistent with applicable federal, provincial, state and local laws, rules, and regulations   and provided further that the failure to take any such action will not limit Your responsibility for all usage of the Services.
  2. Call Recording Features. Notwithstanding any other applicable provisions or prohibitions  of use set forth in this Schedule or the MSA, You agree and acknowledge that the laws regarding the notice, notification, and consent requirements applicable to the recording of conversations vary between federal and state jurisdictions, and between state jurisdictions, and locally. You agree that You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using call recording features. If You use call recording features from outside the United States (note that use of the Services from outside the United States or Canada would constitute a violation of Section 1.1 of this Schedule), or if a party to the call is located outside the United States, You must also abide by all applicable international laws, rules and regulations. Company and Company Parties expressly disclaim all liability with respect to Your recording of conversations. You hereby release and agree to hold harmless Company and Company Parties from and against any damages or liabilities of any kind related to the recording of any telephone conversations using the Services. You should carefully review Your particular circumstances when deciding whether to use the recording features of the Service, and it is Your responsibility to determine if, and under what conditions, the electronic recordings are legal under applicable federal, state or local laws. Company and Company Parties are not  responsible for any misinterpretation, lack of understanding or lack of knowledge regarding the use of electronic recordings or the use of its products by any User, whether legal or illegal. The call recording feature is intended for single person use only. Company reserves the right to disconnect or modify Your service plan if Company determines, in its sole and absolute discretion, that Your usage of this feature is inconsistent with, or in excess of, normal usage patterns of other users of the Services.

In some states, You are required to obtain consent from all parties to record a phone call. As a result, You may need to inform Your employees and third parties whom You call through the Services that their calls are being recorded. Third parties will receive an automated announcement indicating that the call is being recorded only when they call You. You are responsible for obtaining any and all legally-required consents when You make a call with call recording enabled. You should consult with an attorney prior to recording any call. The information above does not constitute legal advice.

  1. Caller Identification Services (“ CNAM” ). Outbound CNAM is available upon request although Company reserves the right to provide a default name which will typically be either the name of the enterprise account, or the billing contact for the Services, as provisioned in Company’s systems as of date that the CNAM order is entered. Company may modify the name submitted to meet regulatory and/or third-party vendor requirements. Upon request, Company may modify the CNAM in a manner consistent with relevant law and charges may apply. If You prefer for Your number not to be displayed, You must request initiation of the privacy indicator on Your account. Company is not responsible for CNAM not operating properly as Company, as all providers in the industry, relies on third-party databases and provisioning by the carrier or other provider that terminates the call to the called party.  Company has no control over such third parties.
  2.  “ Hold” Music. You represent to Company that, to the best of Your knowledge, any and all Hold Music provided by You to Company for the purpose of uploading to the Service is (a) not in violation of any third parties’ patent, trademark, copyright or service mark rights; (b) is not libelous, obscene or otherwise contrary to the law; and (c) does not violate any third party’s right of privacy or publicity; and that no such claims by third parties or the possibility of such a claim has been brought to Your attention. Accordingly, any claim made or action filed for misrepresentation, content, patent, trademark, service mark, or other copyright infringements arising out of the Hold Music provided by Company at Your request, You shall defend and hold harmless Company for all liabilities and damages suffered by Company as a result of said claim or action.
  3. Chat Functionality. The chat functionality available through the Services (the “Chat Feature”) is subject to the following restrictions and limitations:
  4. Web Links Not Scanned. The Chat Feature allows users to share URLs or other forms of web links with one another via chat. However, Company does not scan such URLs or web links for malicious code, inappropriate or illegal content, or any other harmful attributes, including without limitation disabling devices, drop dead devices, time bombs, trap doors, Trojan horses, worms, viruses and similar mechanisms (collectively, “Harmful Content”). Company and Company Parties expressly disclaim all liability with respect to any Harmful Content contained in any URL or web link shared between Your Users via the Chat Feature. You hereby release and agree to hold harmless Company and Company Parties from and against any damages or liabilities of any kind related to any Harmful Content contained in any URL or web link shared between Your Users via the Chat Feature.
  5. User Content. Company does not screen or filter the content of messages, links or attachments sent via the Chat Feature (whether for offensive or illegal content, viruses or otherwise), and Company does not modify any User content sent using the Chat Feature. As with all Services, You assume full responsibility and liability for the legal and compliant use of the Chat Feature by Your Users. Company and Company Parties expressly disclaim all liability with respect to any content, links or attachments included by Your Users in a Chat Feature message. Message history (for messages sent via the Chat Feature) is retained by Company and is available, if required, for production in connection with legal proceedings in which You may be involved (i.e., litigation discovery) and law enforcement subpoenas, orders and other demands; however, the Chat Feature does not currently support account administrators’ ability to export message history without Company support.
  6. Service Limitations and Disclaimers. The Chat Feature does not support messaging with users outside of Your organization; it only allows the exchange of messages with other internal Users within Your organization. Company and Company expressly disclaim all liability with respect to any delays in the delivery of messages using the Chat Feature, messages that are not successfully delivered, messages that are deleted or lost, or User errors in the use of the Chat Feature (including without limitation accidentally adding an unintended participant to a chat session or group, sending messages to unintended recipients, or unclear or misleading communications due to the chronological/sequential presentation of chat messages). The Chat Feature does not support the ability to recall a message once it has been sent.
  7. Service Level Agreement. For purposes of the Service Level Agreement for Company’s Unified Communications Service (available at [COP URL] as it may be amended from time to time), the Chat Feature will be deemed to be available (for purposes of determining “Service Availability,” “Network Availability and “Cloud Voice Availability” for any particular period) so long as Users are able to send and receive messages in the Chat Feature through at least one of the available user applications (mobile, desktop, etc.).
  1. Your Data and Privacy.
  2. Company does not own any of Your Data unless otherwise stated by Company. Except as set forth herein, in the MSA or in Company’s Privacy Policy or as otherwise required by Applicable  Law, Company will not monitor, edit, or disclose any information regarding You or Your Account, including any Data, without Your prior permission. Company may use or disclose such information, including Data, to enforce this Schedule, to provide, support and bill for Services (including disclosure to the Agent and other third-party vendors and contractors), to respond to or monitor technical issues with the Services, for compliance purposes with Company’s vendors, to protect Company’s rights or property, and to protect against potentially fraudulent, abusive or unlawful use of the Services. In addition, Company may provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties, but such information will not include any identifying information. You, not Company, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and, except as provided for herein, Company will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. You understand and agree  that it will be Your sole obligation to take, and that You will take, all measures necessary to protect Your Data, including without limitation, the timely backup of all Data on one or more systems that operate independently from any system associated with the Services.
  3. In providing the Services, Company collects and maintains certain Data, known as customer proprietary network information (“CPNI”). This includes information that relates to the quantity, technical configuration, type, destination, location and amount of use of Services to which You subscribe. Your telephone numbers, name and address are not CPNI. Company may use CPNI without Your consent to provide the Services, for billing and collection purposes, to protect Company’s rights or property or to protect users from fraudulent, abusive or unlawful use of the Services, to inbound telemarketing services for the duration of the call, or as required or permitted by law. Company may also use CPNI to offer additional services of the type that You already purchase. Company does not sell, trade or share Your CPNI with Company’s affiliates or any third parties for marketing purposes, unless You authorize such use.
  • CALEACompany intends to fully comply with the Communications Assistance for Law Enforcement Act (“CALEA”) and similar laws. By using the Service, You hereby agree and consent to Company’s right, pursuant to lawful request by law enforcement or any Governmental Authority, to monitor and otherwise disclose the nature and content of Your communications if and as required by CALEA or any other law, without any further notice to You.
  1. Limitation of Warranty; Limitation on Liability; Third-Party Services.
  2. Limitation of WarrantyCompany and the Company Parties will not be liable for any direct, indirect, incidental, special, punitive or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like, that result from the use or inability to use the Services or from mistakes, omissions, the Services not meeting Your requirements or expectations, hardware failures, issues making 911 calls, interruptions, deletion of files or directories, errors, defects, or delays in operation, or transmission, regardless of whether Company or any Company Party has been advised of such damages or their possibility. Company and the Company Parties will not be liable for any harm that may be caused by the execution or transmission of malicious code or similar occurrences, including without limitation disabling devices, drop dead devices, time bombs, trap doors, Trojan horses, worms, viruses and similar mechanisms. The warranty restrictions and limitations set forth in this Schedule are in addition to the warranty restrictions and limitations provided for in the MSA.
  3. Limited WarrantyWithin thirty (30) days of the creation of Your Company Account, if You are dissatisfied with the Service, You may discontinue Service and return all CPE for a full refund of all Service and CPE charges (excluding toll-free and international charges and shipping). You are required to (a) provide advance notification to Company of intended return and cancellation under this warranty  and (b) receive acknowledgement by Company that the return has been authorized. You are responsible for arranging and paying for the return of CPE and packaging all equipment to arrive at Company in good working condition within thirty (30) days of authorized return order. Refunds, where authorized, will generally be issued within ten (10) business days following the receipt of all CPE; billing for CPE will continue in the interim until Your account is completely cancelled. If all CPE is not returned or has been damaged by You or in shipping, You will be charged for the complete cost of all non-returned or damaged CPE. This warranty does not apply to any promotional cash cards or fees, or membership cards or rebates that from time to time may be offered to You; if You discontinue the Services, any such cards or fees or rebates will be charged to Your credit card, or if You are not using a credit card, then will be charged to You by invoice. Your delay in installing, configuring and/or using the Services and/or any delays such as those associated with number porting or ordering additional CPE, do not extend the period for this Limited Warranty.
  4. Limitation on Liability.
  5. Except as otherwise set forth in this Schedule, You agree that the total liability of Company and any Company Party and Your sole remedy for any claims shall be as set forth in the MSA.
  6. Notwithstanding anything to the contrary otherwise set forth herein, Company and the Company Parties will have no liability whatsoever in the event that You have, either under Company’s direction or Your own actions, misconfigured any telephone or other device connecting to the Service, or if any User has any issue regarding a 911 call. You acknowledge and agree that the limitation of Company’s and the Company Parties’ liability is a material term to Company and that it would not otherwise enter into this Schedule without this limitation, and that You agree these limitations are reasonable. 911 services will not function, or will not function properly, on the Service: (i) if You (or Your User) are located outside of the rate center associated with your assigned phone number; (ii) if a User attempts a 911 call from a location different from the address associated with the applicable phone number in the records of Company or any of the Company Parties; (iii) during any disruption of power at Your location; (iv) during any disruption of Internet connectivity to Your location; (v) during any period where service to You has been cancelled or suspended for any reason (including suspensions or cancellations for failure to pay or other default); (vi) if incorrect or invalid address information for You is provided, or if such information is not updated in the event of a change in primary location; or (vii) if equipment provided to or used by You in connection with the Service fails to function or is improperly (or is not) installed or configured. 911 Services will not function until correct and valid address information has been input into the appropriate database(s), which may occur shortly after initial Service activation. You hereby release and agree to hold harmless Company and Company Parties (including without limitation Level 3 Communications, LLC and its affiliates) from and against any damages or liabilities of any kind arising out of the failure of 911 services to function properly for the reasons set forth in the preceding sentence of this Section 7.3(b).
  7. Licensor and Vendor Liability. Company’s licensors and vendors are not responsible to You for any warranty provided by Company.
  8. Third-Party Services. The Services may be compatible with Third-Party Services. While Company does not disclose or permit access to Your CPNI to Third-Party Services, Your installation or use of Third- Party Services on Your equipment or software could result in Your own disclosure of CPNI. Any   purchase, enabling or engagement of Third-Party Services, including but not limited to implementation, customization, consulting services, and any exchange of Data between You and any Third-Party Service, is solely between You and the applicable Third-Party Service provider. Company does not warrant, endorse or support Third-Party Services. If You purchase, enable or engage any Third-Party Service for use with the Services, You acknowledge that the providers of those Third-Party Services may attempt to access and/or use Your Data used in connection with the Services as required for the interoperation of such Third-Party Services with the Services. You represent and warrant that Your use of any Third-Party Service signifies Your independent consent to the access and use of Your Data by the Third-Party Service provider, and that such consent, use and access is outside of Company’s control. Company will not be responsible for any disclosure, modification or deletion of Data resulting from any such access by Third-Party Service providers.
  9. Accessibility Services. Company, either directly or through one or more Company Parties, makes certain ancillary services, such as 711 and IP Relay services, available to You that are designed to make some of the Services more easily accessible to individuals with certain disabilities (collectively, the “Accessibility Services”). Such Accessibility Services are provided on an “as is” basis, and neither Company nor the Company Parties make any representation or warranty with respect to the availability, the effectiveness or any other aspect of such Accessibility Services. Use of the Accessibility Services is at Your sole risk. Notwithstanding anything to the contrary otherwise set forth herein, You hereby release and agree to hold harmless Company and Company Parties from and against, and that Company and the Company Parties will have no liability whatsoever in connection with, any damages or liabilities of any kind arising out of any error in receiving, transmitting or failing to receive or transmit any message or communication in the course of providing the Accessibility Services. You acknowledge and agree that the limitation of Company’s and the Company Parties’ liability is a material term to Company and that it would not otherwise enter into this Schedule without this limitation, and that You agree these limitations are reasonable.

UNIVERGE BLUE MEET

PRODUCT SCHEDULE

MEET Online Meeting Video Conferencing and Webinar Service

This Product Schedule (this “Schedule”) between Forerunner Technologies, Inc. (“Company”) and the customer entity purchasing the Services (as defined below) CustomerName  (“You”) is effective immediately upon Your initial use, order or purchase of the Services and is issued pursuant to and incorporates by reference the terms and conditions of the Master Service Agreement (the “MSA“) by and between Company and You.

By ordering the Services, selecting “I Accept and Continue” in Your Account (as defined below), or using the Services, You accept this Schedule and agree to be bound by all of the terms and conditions of (i) the MSA; and (ii) this Schedule.

This Schedule includes the terms and conditions governing Company’s video conferencing and webinar service (including as part of the CONNECT offering) and certain product and management features, which may be offered at additional costs, and which Company, in its sole discretion, may add, modify, or delete from time to time.

All capitalized terms in this Schedule shall have the same meaning as set forth in the MSA, unless defined herein. In the event of a conflict or inconsistency between the terms of the MSA and the terms of this Schedule, this Schedule shall supersede and govern.

Definitions. For the purposes of this Schedule, the following definitions apply:

“Access Information” means information that, alone or together with other information, can provide access to any portion of Your Account, including but not limited to Your Account number, login names, passwords, credit card or other financial information, security questions and their respective answers, and any other similar information. For the avoidance of doubt, Your Access Information will include any similar information for each of Your Users.

“Account” means the account created with Company in connection with this Schedule that relates to Your purchase or subscription to and use of Services by You and Your Users.

“Data” means all data submitted by Your Users to Company in connection with the Services, including all content, material, IP and similar addresses, video and webinar recordings, and account information and settings.

“Services” means the video conferencing and webinar services sold by Company as part of its Online Meeting offering.

“Third-Party Service” means any service or product offered by a party that is not Company.

“User” means any of Your employees, consultants or independent contractors to whom You grant permission to access the Services in accordance with Company’s entitlement procedures. Users may not be “shared” or used by more than one named individual, other than the administrative account that may be used by an appropriate number of individuals required to administer the use of Services within Your organization.

  • Service and Account.
  1. Services. Company agrees to provide, and You agree to purchase, the Services. The Services include certain product and management features, which may be offered at additional costs, and which Company may, in its sole discretion, add, modify, or delete from time to time.
  2. Agent. You acknowledge and agree that (a) Company may designate an Agent to provide billing, support or other services to You in connection with the Services, (b) such actions by Agent shall be deemed to be the actions of Company with respect to those aspects of the relationship under this Schedule, and (c) You consent to the disclosure of Data to Agent for the purposes of the Services and the collection of Data by Agent for the purposes of the Services. For the avoidance of doubt, if You fail to respond to Agent when it is acting for Company under this Schedule, You shall be deemed to be in breach of this Schedule.
  3. Your Network Security Obligations. You are responsible for implementing security practices that conform with industry standards and best practices applicable to Your business and industry sector. You are responsible for all fraudulent use of Your Services without regard to how it occurs. YOU HEREBY INDEMNIFY COMPANY AND ITS AFFILIATES AGAINST ANY RESPONSIBILITY FOR DAMAGES, CONSEQUENTIAL OR OTHERWISE, THAT ARISE FROM THE FAILURE BY YOU OR ANY THIRD PARTY TO PROPERLY PROTECT ANY NETWORK.
  4. On-Site Requirements. You are responsible for all aspects of Your working environment and of the access connectivity (Internet connectivity and local area network) they provide with respect to any quality of service issues to which they may contribute. Company recommends that You use the Services over an Internet connection with a speed of at least 2 Mb/second. Should You encounter material quality of service issues with Your Service which are not related to Your working environment or to the access connectivity provided by You, but rather are attributable to the network or software provided by Company, then Company will use commercially reasonable efforts to remedy those issues within thirty (30) days of their being reported to Company. Should Company fail to achieve a remedy within thirty (30) days, then You will be free to discontinue Service without liability for early termination fees. Should reported quality  of service issues be determined to be a result of Your provided access connectivity or of Your working environment, then Company will use commercially reasonable efforts to provide appropriate information  to support that diagnosis and may provide recommendations as to its repair; however, You will remain responsible for its repair and will be held to the contracted commitments as executed.
  5. High-Risk Use. You understand that the Services (a) are not designed or intended for use during high-risk activities, and (b) do not allow and should not be used for calls to emergency services numbers (e.g., 911 in the United States). THE SERVICES ARE NOT INTENDED OR DESIGNED TO BE A DIAL- TONE SERVICE. IN THE EVENT OF AN EMERGENCY WHILE USING THE SERVICES, HANG UP AND DIAL YOUR LOCAL EMERGENCY NUMBER. YOU MUST UTILIZE YOUR VOICE SERVICE (WHETHER PROVIDED BY A TRADITIONAL TELEPHONE SERVICE PROVIDER, A CLOUD PBX PROVIDER, OR OTHER PROVIDER) TO MAKE AN EMERGENCY CALL.
  • Taxes and Billing Disputes.
  1. Taxes. You will be responsible for all applicable federal, state, municipal, local or other governmental sales, use, excise, personal property, public utility or other taxes, fees or charges, including fees collected by federal and state regulatory agencies, now in force or enacted in the future, that arise from or as a result of Your subscription, use, and/or payment for the Services.  Such amounts are in addition to payment for the Services and will be billed to You as set forth in this Agreement.  If You are exempt from payment of such taxes, You must provide Company with an original certificate that satisfies applicable legal requirements attesting to Your tax-exempt status.  Tax exemption will only apply from and after the date Company receives such certificate.
  2. Bill Disputes. You will notify Company of any dispute relating to charges billed to Your Account by submitting written notice to Company within thirty (30) days of the date the disputed charges appeared on Your Account. The existence of a dispute will not relieve You from paying any and all amounts billed hereunder. You waive all rights to dispute any charges not disputed by written notice as required in the first sentence of this Section 2.2.
  • Use of the Services.
  1. Business Use. You will use the Services for Your own internal business, non-personal use. You will not allow any third party, including Your vendors and service providers, to access or use the Services. For the avoidance of doubt, You agree that You will not use the Services for residential purposes.
  2. Restricted Activities. You will not use the Services: (a) to harvest, collect, gather or assemble information or data regarding other users, including telephone numbers or e-mail addresses, without their consent; (b) for communications that are unlawful, harassing, libelous, abusive, harassing, tortious, defamatory, threatening, harmful, invasive of privacy, vulgar, pornographic, obscene or otherwise objectionable in any way or that are harmful to minors in any way under the law or otherwise; (c) to transmit or knowingly to accept any material or communications that may infringe the intellectual property rights or other rights of third parties, including, but not limited to, trademark, copyright, patent or right of publicity; (d) to transmit or knowingly to accept any material or communication that contains software viruses or other harmful or deleterious computer codes, files or programs such as, but not limited to, Trojan horses, worms, time bombs or cancelbots; (e) to interfere with, disrupt, attempt to interfere with or disrupt computer servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (f) to attempt to gain unauthorized access to or to gain access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means; (g) to harass or to interfere with another user’s use and enjoyment of the Services; (h) unlawfully record conversations in violation of applicable law; or (i) in a manner deemed by Company to be inappropriate. You may not access the Services for purposes of monitoring their performance, availability, or functionality, or for any other benchmarking or competitive purposes, without Company’s prior written consent. You may not access the Services if You are a direct competitor of Company, without Company’s prior written consent pursuant to a separate written agreement.

In addition, Your usage of the Services must comply at all times with Company’s Acceptable Use Policy, as it may be amended from time to time (the “AUP”) located at [COP URL). Any failure by You or any of Your users to comply with the AUP shall constitute a material breach of the MSA and this Schedule and shall entitle Company to immediately terminate Your Services. You hereby indemnify Company and its affiliates against any responsibility for damages, consequential or otherwise, that arise from any act or omission by You or any of Your users that constitutes a restricted activity as described herein or a violation of the AUP.

  1. No Resale. You shall not resell the Services and doing so constitutes an abusive practice subjecting You to immediate termination of this Schedule and the Services. You acknowledge and agree that in order to resell the Services You must enter into a separate written agreement with Company and that reselling the Services may require regulatory approvals.
  2. Applicable Law; Regulatory Matters.
  3. Applicable Law. You acknowledge and agree that access to and use of the Services may be restricted or limited as a result of Applicable Laws and that You will not use, or allow the use of the Services, in contravention of, and will comply with, any Applicable Law. You represent that (i) You and Your Users are not named on any Governmental Authority list of persons or entities prohibited from receiving exports, and (ii) You will not permit Users to access or use Services in violation of any export embargo, prohibition or restriction. You acknowledge and agree that that it is Your sole responsibility to use the Service in a lawful manner.
  4. Regulatory Matters. Notwithstanding any other provision of this Schedule or the MSA, this Schedule is subject to change, modification, or cancellation, with or without prior notice, as may be required or reasonably deemed necessary by Company pursuant to any Applicable Law, including any order, rule or decision of a Governmental Authority. All taxes, regulatory fees, surcharges, assessments or other charges imposed by any Governmental Authority on You or Company are in addition to the fees and charges of Company and are the sole responsibility of You. If any such taxes or fees are assessed upon Company, Company may pass through such charges to You or assess a regulatory cost recovery fee. All such charges may be a flat fee or a percentage of Your Company charges and may change without notice. To the extent You are obligated to report and pay any applicable taxes or regulatory fees to a Governmental Authority, You hereby indemnify Company against any claim arising out of Your failure to do so.
  5. Fraud. It is the express intention of the parties that You, and not Company, will bear the risk of loss arising from any unauthorized or fraudulent usage of Services provided under this Schedule to You. Company reserves the right, but is not required, to take any and all action it deems appropriate (including blocking access to the Services) to prevent or terminate any fraud or abuse in connection with the Services, or any use thereof; provided, however, that any such action will be consistent with  applicable federal and state laws, rules, and regulations and provided further that the failure to take any such action will not limit Your responsibility for all usage of the Services.
  6. Recording Features. Notwithstanding any other applicable provisions or prohibitions of use set forth in this Schedule or the MSA, You agree and acknowledge that the laws regarding the notice, notification, and consent requirements applicable to the recording of conversations, meetings or webinars vary between federal and state jurisdictions, and between state jurisdictions, and locally. You agree that You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using the Online Meeting recording features. If You use the recording features from outside the United States, or if a party to the conversation, meeting or webinar is located outside the United States, You must also abide by all applicable international laws, rules and regulations. Company and its affiliates expressly disclaim all liability with respect to Your recording of conversations, meetings and/or webinars. You hereby release and agree to hold harmless Company and its affiliates from and against any damages or liabilities of any kind related to the recording of any conversations, meetings and/or webinars using the Services. You should carefully review Your particular circumstances when deciding whether to use the recording features of the Service, and it is Your responsibility to determine if, and under what conditions, the electronic recordings are legal under applicable federal, state or local laws. Company and its affiliates are not responsible for any misinterpretation, lack of understanding or lack of knowledge regarding the use of electronic recordings or the use of its products by any User, whether legal or illegal. Company reserves the right to disconnect or modify Your service plan if Company determines, in its sole and absolute discretion, that Your usage of this feature violates any Applicable Law or is inconsistent with, or in excess of, normal usage patterns of other users of the Services.

In some states, You are required to obtain consent from all parties to record a conversation or meeting. As a result, You may need to inform Your employees and third parties who use the Services that their conversations and/or meetings are being recorded. You are responsible for obtaining any and all legally-required consents when You record a conversation, meeting or webinar. You should consult with an attorney prior to recording any conversation, meeting or webinar. The information above does not constitute legal advice.

  1. Fair Use.
  2. Company may offer Online Meeting plans that are described as including unlimited usage of the Service. Company reserves the right to review usage of any “unlimited” plans to ensure Fair Use and reserves the right to, at any time, take the actions noted in Section 3.6(b) below without notice to   You. “Fair Use” means that a customer’s aggregate usage of the Services does not substantially exceed, in Company’s reasonable judgment, the average use of all other Company customers as measured on a per user basis. Usage and associated charges for excess usage will be determined based solely upon Company’s collected usage information. Fair Use also prohibits any activity that disrupts the activities of Company and/or other Company customers.
  3. If Your usage exceeds the limits for Your Account or otherwise exceeds Fair Use, You agree that Company may immediately, in its sole discretion, (i) charge You for such excess usage via Your automated payment account or by invoice if You have been accepted into Company’s check paying program, (ii) upgrade You to a plan or increase the limits on Your Account to address this excess usage, and/or (iii) suspend Your Account or terminate Your Account upon notice to You. Upon any upgrade or increase on the limits of Your Account, You will be responsible for the new costs and fees.
  4. Online Meeting Starter Packages. The Services may at times be sold as part of a bundled starter package (i.e., versions of the Service plans with low limits on volume storage, minutes usage or other use metrics). Such starter packages of the Services are generally included for low or no additional fees.   Such packages are intended, and required, to, be used by You in combination with the other paid services sold by Company. For example, the Services may be included as part of a Unified Communications package with the CONNECT service. In the event that Company, in its sole judgment, determines that Your use of the Services is inconsistent with the intent of such starter package offers (e.g., if You are purchasing the packages for the primary purpose of amassing the included storage or

minutes; or terminating or decreasing other services with the intent of retaining starter packages of certain services), Company reserves the right to (a) immediately terminate Your use of the Services and all other Company services, without notice; and (b) charge You (and You shall be required to pay) then-current retail prices for any past, current and future usage in excess of applicable limits.

  • Your Data and Privacy.
  1. Data. Company does not own any of Your Data unless otherwise stated by Company. However, Company will have access to and will store Data regarding You and Your use of the Services, including without limitation Your subscriber information; call, meeting and webinar records; attendance records; notes; and files. Except as set forth herein, in the MSA or in Company’s Privacy Policy or as otherwise required by Applicable Law, Company will not monitor, edit, or disclose any information regarding You or Your Account, including any Data, without Your prior permission. Company may use or disclose such information, including Data, to enforce this Schedule, to provide, support and bill for Services (including disclosure to an Agent and other third-party vendors and contractors), to respond to or monitor technical issues with the Services, for compliance purposes with Company’s vendors, to protect Company’s rights or property, and to protect against potentially fraudulent, abusive or unlawful use of the Services. In addition, Company may provide certain user registration and statistical information such as usage data in aggregate form to third parties, but such information will not include any identifying information. You, not Company, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and, except as provided for herein, Company will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. You understand and agree that it will be Your sole obligation to take, and that You will take, all measures necessary to protect Your Data, including, without limitation, the timely backup of all Data on one or more systems that operate independently from any system associated with the Services. Under no circumstances will Company be liable in any way for any Data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such Data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any Data or content.
  2. CPNI. In providing the Services, Company collects and maintains certain Data, known as customer proprietary network information (“CPNI“). This includes information that relates to the quantity, technical configuration, type, destination, location and amount of use of Services to which You subscribe. Your name and address are not CPNI. Company may use CPNI without Your consent to provide the Services, for billing and collection purposes, to protect Company’s rights or property or to protect users from fraudulent, abusive or unlawful use of the Services, or as required or permitted by law.  Company may also use CPNI to offer additional services of the type that You already purchase. Company does not sell, trade or share Your CPNI with its affiliates or any third parties for marketing purposes, unless You authorize such use.
  3. Following Termination. Upon termination, You must promptly uninstall all software provided by Company in connection with the Services. All of Your Data will be irrevocably deleted immediately upon termination. It will be solely Your responsibility to secure all necessary Data from Your Account prior to termination. Company will not be responsible for any loss of Your Data, or any damages arising from the deletion of Your Data following termination of service.
  • CALEA. Company intends to fully comply with the Communications Assistance for Law Enforcement Act (“CALEA”) and similar laws. By using the Service, You hereby agree and consent to Company’s right, pursuant to lawful request by law enforcement or any Governmental Authority, to monitor and otherwise disclose the nature and content of Your communications if and as required by CALEA or any other law, without any further notice to You.
  • Limitation of Warranty; Limitation on Liability; Third-Party Services.
  1. Limitation of Warranty. Company and its affiliates will not be liable for any direct, indirect, incidental, special, punitive or consequential damages, including but not limited to damages for lost  profits, business interruption, loss of programs or information, and the like, that result from the use or inability to use the Services or from mistakes, omissions, the Services not meeting Your requirements or expectations, hardware failures, interruptions, deletion of files or directories, errors, defects, or delays in operation or transmission, regardless of whether Company or any of its affiliates has been advised of  such damages or their possibility. Company and its affiliates will not be liable for any harm that may be caused by the execution or transmission of malicious code or similar occurrences, including without limitation disabling devices, drop dead devices, time bombs, trap doors, Trojan horses, worms, viruses and similar mechanisms. The warranty restrictions and limitations set forth in this Schedule are in addition to the warranty restrictions and limitations provided for in the MSA.
  2. Limitation on Liability. You agree that the total liability of Company and all of its affiliates, in the aggregate, and Your sole remedy for any claims regarding the Services under this Schedule or otherwise is limited to the fees paid to Company by You for the preceding six (6) month period. You acknowledge and agree that the limitation of Company’s and its affiliates’ liability is a material term to Company and that it would not otherwise enter into this Schedule without this limitation, and that You agree these limitations are reasonable.
  3. Licensor and Vendor Liability. Company’s licensors and vendors are not responsible to You for any warranty provided by Company.
  4. Third-Party Services. The Services may be compatible with Third-Party Services. While Company does not disclose or permit access to Your CPNI to Third-Party Services, Your installation or use of Third- Party Services on Your equipment or software could result in Your own disclosure of CPNI. Any   purchase, enabling or engagement of Third-Party Services, including but not limited to implementation, customization, consulting services, and any exchange of Data between You and any Third-Party Service, is solely between You and the applicable Third-Party Service provider. Company does not warrant, endorse or support Third-Party Services. If You purchase, enable or engage any Third-Party Service for use with the Services, You acknowledge that the providers of those Third-Party Services may attempt to access and/or use Your Data used in connection with the Services as required for the interoperation of such Third-Party Services with the Services. You represent and warrant that Your use of any Third-Party Service signifies Your independent consent to the access and use of Your Data by the Third-Party  Service provider, and that such consent, use and access is outside of Company’s control. Company will not be responsible for any disclosure, modification or deletion of Data resulting from any such access by Third-Party Service providers.

UNIVERGE BLUE SHARE

PRODUCT SCHEDULE

SHARE 

This SHARE Product Schedule (this “Schedule”) between Forerunner Technologies, Inc. (“Company”) and CustomerName (“You”) is effective immediately and is issued pursuant to and incorporates by reference the terms and conditions of the Master Service Agreement (the “MSA”) by and between Company and You. The terms and conditions of this Schedule are applicable to the SHARE service only, and “Service” as used in this Schedule refers only to the SHARE service.

  1. CUSTOMER PRICING. Details of Service-specific pricing as negotiated between You and Company can be accessed via the administrator access point (i.e., the administrative control panel) or other web portal that may be provided or made available by Company.
  2. GENERAL TERMS. All capitalized terms in this Schedule shall have the same meaning as set forth in the MSA, unless otherwise defined herein. In the event of an express conflict between the terms of the MSA and the terms of this Schedule, this Schedule shall govern.
  3. UPDATES TO THE SERVICE. Company reserves the right, in its sole discretion, to make unscheduled deployments of changes, updates or enhancements to the Service at any time. Company, in its sole discretion, may add or remove functionalities or features of the Service, and Company may suspend or stop the Service altogether.
  4. USE OF THE SERVICE. By downloading or using the Client Software (as defined in Section 6.1) or accessing or using the Service, You:
  5. Agree that the Client Software and Service are licensed (not sold) to You, and that Company reserves all rights not expressly granted to You in this Schedule or in the MSA;
  6. Consent to the collection, use, sharing and transfer of Your Data, as outlined in the Company’s Privacy Policy (available at [COP URL] ) as updated from time to time, which is hereby incorporated by reference;
  7. Agree to the policies governing Your use of the Service, including without limitation the Company’s Acceptable Use Policy and DMCA (Digital Millennium Copyright Act) Policy (each of which is available at [COP URL]), as such policies may be updated from time to time;
  8. Agree that when you establish a shared folder on the Service or when files are otherwise shared with You by third parties (such as Your collaborators), the shared files may contain offensive, inappropriate or harmful content, and You understand and agree that Company does not have an obligation to review the content of files and will not in any way be responsible for the content of files;
  9. Agree that Your license to use the Client Software and the Service may be automatically terminated by Company if You violate this Schedule, the MSA or any of Company’s applicable policies;
  10. Agree not to reverse engineer, decompile, or otherwise attempt to discover the source code of the Service or any part thereof (including Client Software), except and only to the extent that applicable law expressly requires that such activity be permitted, notwithstanding this limitation; and
  11. Agree that third-party terms and fees may apply to the use and operation of Your mobile

device in connection with Your use of the Client Software or the Service, such as Your carrier’s terms of services, fees for phone service, Data access, or messaging capabilities, and that You are solely responsible for payment of any and all such fees.

  • DATA.
  1. Ownership. Company does not claim ownership of any Data (including any files or folders) that You upload, transmit, or store using Your account(s) on the Service. Company does not control, verify, or endorse the Data that You and others make available on the Service.
  2. License to Company. By posting, publishing, transmitting or storing Your Data using the Service, You grant Company a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute Your Data, in whole or in part, in any media formats and through any media channels (now known or  hereafter developed) for the purpose of providing You the Service.
  3. License to Third Parties. By posting and sharing Your Data with another person using the functionality of the Service, You hereby grant that person a non-exclusive license to access and use such Data as permitted by the functionality of the Service.
  4. Confidentiality. Notwithstanding anything to the contrary in the MSA, the Data that You upload, transmit, or store using Your account(s) on the Service, will not be considered Confidential Information as defined in the MSA. Company’s collection, use, storage, and disclosure of such Data will be governed by Company’s Privacy Policy.
  5. Data Representations and Warranties; Liability for Data; Unauthorized Access. You represent and warrant to Company that: (a) You have all the rights in the Data necessary for You to use the Service and to grant the rights in this Section 5; and (b) the storage, use and/or transmission of the Data in connection with the Service does not and will not violate any law, regulation or this Schedule. You will: (i) be solely responsible for the nature, quality and accuracy of the Data; (ii) ensure that the Data (including the storage, use and/or transmission thereof) complies with this Schedule and any and all applicable laws and regulations; (iii) promptly handle and resolve any notices and claims relating to the Data, including any notices sent to You by any person claiming that any Data violates any person’s rights, such as take-down notices pursuant  to the Digital Millennium Copyright Act and any other notices; and (iv) maintain appropriate security, protection and backup copies of the Data, which may include Your use of additional encryption technology to protect the Data from unauthorized access. Company will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Data. You must immediately notify Company in writing of any unauthorized use of any Data, Account or the Service that comes to Your attention. In the event of any such unauthorized use by any third party that obtained access through You, You will take all steps necessary to terminate such unauthorized use. You will provide Company with such cooperation and assistance related to any such unauthorized use as Company may reasonably request.
  6. Obligations. Company is under no obligation to edit or control Data that you or other Users post or publish, and Company will not be in any way responsible or liable for such Data. Company may, however, at any time and without prior notice, screen, remove, edit, or block any Data that in Company’s sole judgment violates this Schedule, the MSA, or is otherwise objectionable. You understand that when using the Service you will be exposed to Data from a variety of sources and acknowledge that Data may be inaccurate, offensive, indecent or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Company with respect to Data. Company expressly disclaims any and all liability in connection with Data. If notified by a user or content owner that Data allegedly does not conform to the MSA, Company may investigate the allegation and determine in its sole discretion whether to remove the Data, which Company reserves the right to do at any time and without notice. For clarity, Company does not permit copyright-infringing activities on the Service.

  • SHARE  CLIENT SOFTWARE.
  1. Definition. For purposes of this Schedule, the following definition applies:

6.1.1 Client Software” means all downloadable or installed software that allows a computer or mobile device to access or use the Service, including applications for iOS, Android or Blackberry and clients/plugins for Windows OS, Mac OS, Microsoft Office, and Microsoft Outlook.

  1. Use of Client Software. The use of Client Software is governed by the terms and conditions of the MSA, including this Schedule, and may also be governed by additional license terms that You (or a User) must accept in order to use the Client Software (such license terms, an “End User License Agreement”). To the extent there is an express conflict between these terms and any End User License Agreement, the terms of the applicable End User License Agreement will govern. You may use the Client Software only in accordance with the MSA and any applicable End User License Agreement, and only in connection with the Service.
  2. Updates to Client Software. Company may automatically check Your version of the Client Software. Company may also automatically download to Your computer or device new versions of the Client Software, and automatically upgrade old versions of Client Software with new versions of Client Software.
  3. Export Restrictions. The Client Software is of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the Client Software, including U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and foreign governments.
  • SERVICE RESTRICTIONS AND DISCLOSURES. The Service is subject to the following additional restrictions and disclosures:
  • Restrictions on “Unlimited” Package. Company’s “Unlimited” package of the Service is subject to the following limitations:
  1. There is a five-user minimum per account when purchasing the Unlimited storage package of the Service; and
  2. There is a 1TB/user limit when using “File Server Sync” in conjunction with the Unlimited storage package of the Service. When such accounts reach the 1 TB/user limit,

Company’s standard Additional Storage pricing for the Service will immediately apply.

  1. Potential Administrator Access to Users’ Personal Data. The Service is configured to back up the Data stored on identified devices. If any such identified device contains a User’s personal Data (such as a device (e.g., laptop or mobile phone) on which a User stores both business and  personal Data), a copy of such personal Data will be stored in the backups created for such device and will therefore potentially be visible to Account administrators. The Administrator File Management feature of the Service is not enabled by default; however, if the Account owner enables such feature, the Account administrators will have the ability to view any Data stored in the backups, including without limitation any Users’ personal Data contained therein.
  • Retention and Deletion of Data.
  1. Retention Policy for File Versions and Deleted Items. The Service provides Account administrators the ability to limit the retention period for previous file versions and Share “Deleted Items.” If such retention period is changed by an Account administrator, then previous file versions and “Deleted Items” will be automatically and permanently deleted based on the retention period established by the Account administrator. Company is not responsible for any Data loss that You suffer due to the aforementioned changes in the retention period or policy settings for Your Account (including, without limitation, the permanent destruction of Your Data as a result).
  2. Permanent Deletion of Deleted Items. The Service provides Account administrators the ability to either (i) prevent Users from permanently deleting Deleted Items or (ii) allow Users to permanently delete Deleted Items. Company is not responsible for any damages (including without limitation Data loss or unintended retention of Data) that You suffer due to the deletion settings on Your Account, regardless of whether Your account uses the default settings or such settings are changed by an administrator.
  3. COPYRIGHT, TRADEMARK AND PATENT NOTICES. You must not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Client Software. You have no right to use any Company logos in any manner whatsoever. You must not undertake   any action that will interfere with or diminish Company’s right, title and/or interest in the trademark(s) or trade name(s).
  4. NO RENTAL OR SUBLICENSING. You may not sublicense, rent, lease, lend, pledge, or directly or indirectly transfer or distribute Client Software to any third party, and You may not permit any third party to have access to and/or use the Client Software or Service, except for Your Users and third parties with whom You share Your files, as permitted by the Service.
  • SUSPENSION AND TERMINATION OF CUSTOMER’S USE OF THE SERVICE. Company reserves

the right, in Company’s sole discretion, to temporarily suspend or terminate Your access to the Service at any time, with or without cause, and with or without notice, without incurring liability of any kind. For example, Company may suspend or terminate Your access to or use of the Service for: (a) an actual or suspected violation of the MSA; (b) the use of the Services in a manner that may cause Company to have legal liability or disrupt others’ use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by You or in Your account; (d) scheduled downtime and recurring

downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and

outages. If, in Company’s determination, the suspension might be indefinite and/or Company has elected to terminate Your access to the Service, Company will use commercially reasonable efforts to notify You through the Service. You acknowledge that if Your access to the Service is suspended or terminated, You may no longer have access to the Data that is stored with the Service. In the event of termination or cancellation, You must (i) stop using and/or accessing the Client Software and the Service and (ii) destroy all copies of the Client Software and all of their component parts.

  1. WARRANTY DISCLAIMER. THE SERVICE AND CLIENT SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED,  STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. UNDER NO CIRCUMSTANCES WILL COMPANY, OR ITS EMPLOYEES, DIRECTORS, CONTRACTORS, OR AGENTS, BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE CLIENT SOFTWARE OR THE SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THE MSA EXCEED THE AMOUNTS PAID BY YOU FOR ACCESS TO AND USE OF THE SERVICE IN THE SIX (6) MONTHS PRIOR TO EVENT GIVING RISE TO SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
  2. INDEMNIFICATION: You agree that You will be responsible for Your use of the Service and any Client Software, and You agree to defend, indemnify, and hold harmless Company and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (a) Your access to, use of, or alleged use of the Service; (b) Your violation of the MSA, this Schedule or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (c) Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (d) any disputes or issues between You and any third party. Company reserves the right, at Company’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (and without limiting Your indemnification obligations with respect to such matter), and in such case, You agree to cooperate with Company’s defense of such claim.

UNIVERGE BLUE SHARE SLA

SERVICE LEVEL AGREEMENT

SHARE

This Service Level Agreement (this “SLA”) governs the use of the SHARE service under the terms of the Master Service Agreement (the “MSA”) between Forerunner Technologies, Inc.  (“Company”) and CustomerName ( “ You”) and is incorporated into the MSA by reference. This SLA applies separately to each of Your Accounts. Company may update, amend, modify or supplement this SLA from time to time. The terms and conditions of this SLA are applicable to the SHARE service only, and “Service” or “Services” as used in this SLA refers only to the SHARE service.

Capitalized terms used herein but not otherwise defined will have their respective meanings set forth in the MSA. In the event of any conflict between this SLA and the MSA, the MSA will govern.

  • SERVICE.

Company will use commercially reasonable efforts to provide the Services as defined by the plan or plans purchased or subscribed to under Your Account. Company does not guarantee compatibility of the Services with any specific customer configuration of hardware or software. You are encouraged to discuss any technical and compatibility issues with our technical support personnel.

  • SERVICE AVAILABILITY.
  1. Definition. Company will provide at least 99.999% Service Availability, measured on a per calendar-month basis. “Service Availability” is defined as the ability of a User under your Account to

(a) access and retrieve files from such User’s SHARE account through at least one of the following interfaces:

(i) a SHARE desktop application, (ii) the SHARE web interface, or (iii) a SHARE mobile application, and (b) share files on the User’s SHARE account using the Services, from at least one such interface, in all cases provided that Your Account is active and enabled.

  1. Calculation.
  2. To calculate Service Availability, Company uses a combination of methods, including analyzing logs from both Company’s event monitoring system and the actual affected infrastructure components. Company will match these findings with client reports to determine the actual timeframe. Any loss of Service Availability less than five (5) minutes in duration will not be included in the calculation of Service Availability.
  3. Company does not guarantee speed of file synchronization and timing. As a result, a delay in file upload and download time, regardless of the cause, is not included in any calculation of Service Availability.
  4. Loss of Service  Availability caused by (i) issues beyond Company’s reasonable control, including, without limitation, denial of service or similar attacks, mail bombs, DNS resolution, domain name expiration, hardware failure, Internet availability, SYN (synchronize) attacks, or any other Force Majeure Event, or (ii) other issues addressed in this SLA, will be excluded from Service Availability Credit calculations set forth in Section 2.3.
  5. Maintenance set forth in Section 7 of this SLA shall be excluded from Service Availability Credit calculations.
  6. Service Availability Credit.
  7. Credits. Subject to your valid submission of a Service Availability Credit request and the other conditions herein, if Service Availability  under  Your  Account  for  any  calendar month is below 99.999%,  Company  will issue a credit (“Service Availability Credit”) in accordance with the following schedule:
Service AvailabilityAmount of the refund as a percentage ofmonthly fee for affected Service
99.0% to 99.999%3% of monthly fee credited
98.0% to 98.99%5% of monthly fee credited
95.0% to 97.99%10% of monthly fee credited
90.0% to 94.9%25% of monthly fee credited
89.9% or below2.5% credited for every 1% of lostavailability up to the maximum totalpenalty limit

Service Availability Credits for partial calendar months of Your subscription for Your Account will be adjusted on a pro rata basis.

  1. Requests for Credits. To request a Service Availability Credit, (i) Your Account must be in good standing with Company, (ii) You must open a technical support ticket in the administrative control panel reporting an apparent Service interruption within seventy-two ( 72) hours of the event, and (iii) You must send an email or written Service Availability Credit request to Company’s billing department in the month immediately following the month for which You are requesting a Service  Availability Credit. Service Availability Credit requests must include Your account name or account number and the dates and specific times for which You are requesting Service Availability Credits.

Company will compare information provided by You to the data referenced in Section 2.2 above. A Service Availability Credit will be issued only if Company confirms, in Company’s sole discretion, from such data that a Service Availability Credit is available.

  1. Calculation of Credits. Company will calculate the Service Availability Credit based on the fees for the Service and the percentage of overall individual SHARE user accounts adversely affected. For example, if the Service Availability Credit pertains to the Service Availability of two (2) SHARE user accounts out of two hundred (200) SHARE user accounts purchased, the Service Availability Credit would be calculated as one percent ( 1%) times the monthly fee for all of Your SHARE user accounts times the percentage of monthly fee credited (as set forth above).
  2. Total Credits; Sole Remedy. The limits regarding total Service Availability Credits available under this SLA are set forth in Section 3 of this SLA.
  • TOTAL CREDIT LIMITS; SOLE AND EXCLUSIVE REMEDIES.
  1. Total Service Availability Credits. The total Service Availability Credit due to You for any Account may not exceed fifty percent (50%) of the monthly fees charged to that Account during the month for which the Service Availability Credit is to be issued (unless the amount to be credited is less than one dollar ($1.00), in which case the credit amount will be one dollar ($1.00)). Only one (1) Service Availability Credit is available in any given calendar month. Notwithstanding anything set forth in the MSA or this SLA, Service Availability Credits are the sole remedy available to you under this SLA and the MSA for Company’s failure to reach the Service Availability levels or otherwise make the Services available.
  2. No Refunds. Credits are applicable only toward future fees for use of the Service and are not convertible into cash or any type of refund.
  • TECHNICAL SUPPORT.

Company will use commercially reasonable efforts assist You, through Your authorized Account contacts, with initial set up and configuration of Your Account, issues relating to your ability to access the Services and troubleshooting other issues related to Company’s delivery of the Services. Only Your authorized Account contacts may request information, changes or technical support pursuant to the MSA. For more information, visit the technical support page of Company’s administrative control panel. Company’s technical support response time depends on the complexity of the inquiry and support request volume.

  • MANAGEMENT.
  1. Account Management Tools. Through Your authorized contacts, You may manage Your Account with Company’s online management tools, the administrative control panel and end- user control panel. Company will not be required to perform for You any task that can be done through the control panels.
  2. Custom Configuration. Requests for modification to the standard configuration of the Services will be considered on a case-by-case basis. Approval of such modifications will be at Company’s sole discretion. Company does not guarantee any particular result from non-standard configurations nor can it be held liable in any way for Service performance changes or failures which result from non-standard configurations.
  3. Additional Services. For tasks that cannot be performed through the administrative control panel, You may request that Company perform professional services on a time and materials basis. The request will include a detailed description of work and the authorized amount of time, in half-hour increments, to perform the work. Company may evaluate and revise the request (including the estimated number of hours to perform the work) and reserves the right, in its sole discretion, to decline any request. Any additional services will be performed at Company’s standard published rates, provided that any emergency services that require commencement within twenty-four (24) hours will be charged at one-and-a-half (1.5) times Company’s standard published rate. Company will use commercially reasonable efforts to perform requested additional services. However, Company does not guarantee any particular result from performance of additional services or make any representations or warranties regarding such additional services, nor can Company be held liable in any way (including for any credits) for Service performance changes or failures which result from performing tasks requested by You. Company may require a separate agreement for any of these additional services.
  • MAINTENANCE.
  1. Scheduled Maintenance. In order to maintain performance and security of the Services, Company performs scheduled maintenance within its published maintenance windows. This may require specific Services to be suspended during the maintenance period. Loss of Service Availability due to scheduled maintenance will not be included in the calculation of Service Availability. Company will use commercially reasonable efforts to notify You in advance of any scheduled maintenance that may adversely affect Your use of the Services.
  2. Emergency Maintenance. In certain circumstances, Company may need to perform emergency maintenance, including in the event of a security event, or for security patch installation or hardware replacement. Company will not be able to provide You with advanced notice in case of emergency maintenance. Loss of Service Availability due to emergency maintenance will be excluded from calculations for Service Availability. The determination that an event is an emergency will be made at Company’s sole discretion.
  • STORAGE CAPACITY; DATA TRANSFER; SERVER RESOURCES.

Each Account is allotted storage capacity and data transfer amounts on Company’s servers according to the Service and related options selected by You. This storage size and data transfer allotments can be increased through the administrative control panel for an additional charge up to the maximum amount allowed for the Service and related options. The servers may stop accepting, processing, or delivering Data, including users’ files and folders, when such set allotment or the purchased limit is reached, thus causing a loss of Service Availability or Data loss. Company will not be responsible for such loss of Service Availability or Data losses, and such loss of Service Availability will be excluded from calculations for Service Availability. The amount of data stored in an account or a folder affects client and server performance. Large user accounts or data storage may respond slower to user requests or cause client non-responsiveness while the data is processed.

  • CERTAIN LIMITATIONS.
  1. Data Availability. For each file posted to SHARE, SHARE maintains two (2) copies of such file, each on a separate storage system. SHARE is designed to provide Users with access to files via SHARE web, desktop, and mobile applications. SHARE’s web application also allows Account administrators to retrieve and restore previous file versions and deleted items, except as described in Sections

8.2 and 8.3 below.

  1. Retention Policy for File Versions and Deleted Items. SHARE provides Account administrators the ability to limit the retention period for previous file versions and SHARE “Deleted Items.” If such retention period is changed by an Account administrator, then previous file versions and “Deleted Items” will be automatically and permanently deleted based on the retention period established by the Account administrator. Company is not responsible for any data loss that You suffer due to the aforementioned changes in the retention period or policy settings for Your Account (including, without limitation, the permanent destruction of Your data as a result).
  2. Permanent Deletion of Deleted Items. SHARE provides Account administrators the ability to either (a) prevent end users from permanently deleting Deleted Items or (b) allow end users to permanently delete Deleted Items. Company is not responsible for any damages (including without limitation data loss or unintended retention of data) that You suffer due to the deletion settings on Your Account, regardless of whether Your account uses the default settings or such settings are changed by an administrator.
  • DATA RETENTION.

Company will not be responsible for retaining any of Your Data after termination of Your Account. Your Data may be deleted promptly after Your Account is terminated and from backups during scheduled backup rotation. Company will not restore, provide on any storage media or send out any Data pertaining to terminated Accounts, unless specifically noted in a customized service agreement. It is Your responsibility to back-up and migrate Your Data prior to termination of Your Account or any other action which can lead to deletion of any of Your Data from the Services. For more information on collection, retention and use of customer information, refer to Company’s Privacy Policy.

UNIVERGE BLUE ENGAGE

PRODUCT SCHEDULE

ENGAGE Hosted Contact Center Service

This Product Schedule (this “Schedule”) between Forerunner Technologies, Inc.   (“Company”) and the customer entity purchasing any of the Services (as defined below) CustomerName   (“You”) is effective immediately upon Your initial use, order or purchase of the Services and is issued pursuant to and incorporates by reference the terms and conditions of the Master Service Agreement (the “MSA“) by and between Company and You.

By ordering the Services, selecting “I Accept and Continue” in Your Account (as defined below), or using the Services, You accept this Schedule and agree to be bound by all of the terms and conditions of (i) the MSA; and (ii) this Schedule.

This Schedule includes the terms and conditions governing Company’s Hosted Contact Center service and certain product and management features or advanced features which may be offered at additional costs, and which Company, in its sole discretion, may add, modify, or delete from time to time.

Company’s Hosted Contact Center service is not a regulated telecommunications service. However, customers may (or, in the case of the Core version of Company’s Hosted Contact Center service, are required to) purchase regulated telecommunications services from Company Parties (as defined below) for use in connection with Company’s Hosted Contact Center service. Any regulated telecommunications services that are purchased from Company Parties for use in connection with Company’s Hosted Contact Center service are provided by Company. Note that Your acceptance of the MSA also constitutes Your acceptance of this Schedule, as well as the Product Schedules for any other Company Services You purchase. Your acceptance of such terms is a necessary precondition before You can receive the Services described by this Schedule.

All capitalized terms in this Schedule shall have the same meaning as set forth in the MSA, unless defined herein. In the event of a conflict or inconsistency between the terms of the MSA and the terms of this Schedule, this Schedule shall supersede and govern; provided, however, that, notwithstanding the foregoing, any sections specifically indicated herein as being in priority to the MSA shall supersede the MSA regardless of whether there is an actual or apparent conflict or inconsistency with the terms set forth in the MSA.

Definitions. For the purposes of this Schedule, the following definitions apply:

“Access Information” means information that, alone or together with other information, can provide access to any portion of Your Account, including but not limited to Your Account number, login names, passwords, credit card or other financial information, security questions and their respective answers, and any other similar information. For the avoidance of doubt, Your Access Information will include any similar information for each of Your Contact Center Agents.

“Account” means the account created with Company in connection with this Schedule that relates to Your purchase or subscription to and use of Services by You and Your Contact Center Agents.

“Company Parties” means Company’s officers, employees, agents and representatives; Company’s affiliates (including parents and subsidiaries), vendors, licensors and partners; and their respective officers, employees, agents and representatives.

“Contact Center Agent” means any of Your employees, consultants or independent contractors to whom You grant permission to access the Services in accordance with Company’s entitlement procedures.

“Contact Center Agent License” means the type of license(s) (concurrent licenses in the case of the ADVANCED and COMPLETE versions of Company’s Hosted Contact Center service; dedicated licenses (i.e., licenses assigned to specific users) in the case of the CORE version of Company’s Hosted Contact Center service) purchased to authorize Contact Center Agents to log in to the Contact Center as a Service (CCaaS) agent software and to use the Services included with such license.

“Content” means the audio and visual information, documents, software, products and services contained or made available in the course of using the Services.

“Data” means any data, information, reports, logos, brands and brand identification, trade names, trademarks, domain names, service marks, graphics or material provided or submitted by You to Company in the course of using the Services. It also includes any call recordings generated through expected use of the Services.

“Documentation” means the specifications and operating manuals of the Services and other printed materials that may be provided to You.

“Platform” means the equipment, operating system, servers and network environment on and with which the Services are hosted by Company and additions or replacements to the foregoing which may be determined by Company from time to time.

“Services,” as used in this Schedule, means the Company Hosted Contact Center suite of products.

“Use” means to utilize, run, store, operate or display the Services.

  • Use and Restrictions.
  1. Use of the Services. You shall not (i) license, sub-license, sell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or Content in any way (other than as necessary in connection with permitted resales of the Services under Company’s reseller program); (ii) modify or make derivative works based upon the Services or Content; (iii) obscure, remove or alter any of the trademarks, trade names, logos, patent or copyright notices or marking to the Services, nor add any other notices or markings to the Services or any portion thereof; (iv) access the Services (a) for benchmarking or competitive purposes (including without limitation building competitive products or services), (b) in order to build a product using similar ideas, features, functions or graphics of the  Services, or (c) in order to copy any ideas, features, functions or graphics of the Services; or (v) reverse engineer the Services. You may not access the Services for purposes of monitoring their performance, availability, or functionality, or for any other benchmarking or competitive purposes, without Company’s prior written consent. You may not access the Services if You are a direct competitor of Company, without Company’s prior written consent pursuant to a separate written agreement.
  2. Number Portability. [This Section 1.2 is only applicable if You request Company to port phone numbers for You (and Company agrees to port such numbers for You) in connection with Your purchase of Company’s Hosted Contact Center service.] Availability and use of local and toll free number  portability, for porting an existing telephone number to Company, is subject to Company’s policies, as modified from time to time. If number portability is offered by Company and You decide to transfer Your existing number, You authorize Company to process Your order for the Service and to notify Your service provider of Your decision to switch Your services to Company and to transfer Your telephone number, and represent that You are authorized to take these actions. You may be required to complete a letter of authorization, provide Company with a copy of Your most recent bill from Your service provider, as well as provide Company with any other information required by Your service provider to port Your number. Failure to provide any information requested by Company or the third party service provider will delay the porting of the number to Company. Company shall not be responsible for (a) any delay in the porting of Your number or (b) outages with Your service provider prior to the successful completion of Your number port to Company, and Company will not provide credit for any such delays or outages. Expedites are not available. Company has the right to refuse to import a number if, in its sole discretion, it does not have the infrastructure to support the number.
  3. Changes to Local Number Port Orders[This Section 1.3 is only applicable if You request Company to port phone numbers for You (and Company agrees to port such numbers for You) in

connection with Your purchase of Company’s Hosted Contact Center service.] If a Firm Order Commit (FOC) date for a local port order is canceled or changed by You or Your Agent/representative more than three (3) business days before the agreed-to date, there may be a charge of ten dollars ($10.00) per Telephone Number (TN). If an FOC date is canceled or changed by You or Your Agent/representative within the three (3) business days prior to the agreed-to date, there will be a charge of fifty dollars ($50.00) per TN. If You require a reversion to prior service on the day of the port or within twenty-four (24) hours of the port occurring on the FOC date, there will be a charge of four hundred fifty dollars ($450.00) per TN. You acknowledge that Company cannot guarantee that such an immediate service reversion for local numbers is even possible. Any change/cancellation of local porting orders received after 12:00 noon Pacific will be considered as received on the next business day. All such charges are not refundable and do not qualify under any service guarantees.

  1. Changes to Toll-Free Port Orders. [This Section 1.4 is only applicable if You request Company to port toll-free phone numbers for You (and Company agrees to port such numbers for You) in connection with Your purchase of Company’s Hosted Contact Center service.] Changes to toll-free port orders are  not supported once submitted. Cancels of toll-free porting orders are entirely the responsibility of You or Your Agent/representative to arrange with the current service provider.
  2. On-Site Requirements. You are responsible for all aspects of Your working environment and of the access connectivity (Internet connectivity and local area network) they provide with respect to any quality of service issues to which they may contribute. Should You encounter material quality of service issues with Your Service which are not related to Your working environment or to the access connectivity provided by You, but rather are attributable to the network or software provided by Company, then Company will use commercially reasonable efforts to remedy those issues within thirty (30) days of their being reported to Company by You. Should Company fail to achieve a remedy within thirty (30) days, then You will be free to discontinue Service without liability for early termination fees. Should reported quality of service issues be determined to be a result of Your provided access connectivity or of Your working environment, then Company will use commercially reasonable efforts to provide appropriate information to support that diagnosis and may provide recommendations as to its repair; however, You will remain responsible for its repair and will be held to the contracted commitments as executed.
  3. Interruptions. Access to Company’s Platform and the Services may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Company will not be liable if the Services are unavailable to You due to circumstances beyond the control of Company, including without limitation equipment malfunctions or human errors (the “Interruptions”). Without limiting the foregoing, Company shall not be liable for any Interruption caused by (a) the failure of any service or facilities provided by You or any party other than Company (including without limitation any telecommunications carrier or Internet service provider); (b) the negligence or willful act or omission of You or Your employees, agents or others for whom You are legally responsible by law; or (c) any improper use of the Services by You or any of Your Contact Center Agents.
  4. Security of Access Information. You are responsible for maintaining the confidentiality of any Access Information used to access the Services and/or Platform. You shall notify Company immediately of any unauthorized use of any Access Information or Company account or any other known or suspected breach of security.
  5. Rights to Use Data. You represent that You have, and will at all times during Your use of the Services continue to have, the right to provide Your Data to Company, including, but not limited to, obtaining applicable consents from identifiable individuals, in connection with using the Services pursuant to this Schedule.
  6. Breach of this Schedule. A breach of Your obligations or commitments under this Schedule constitutes a material breach of the MSA.
  • Fees, Billing, Taxes and Charges
  1. Fees. The fees initially charged upon ordering the Service will be effective for the Initial Term and each Renewal Term of this Schedule, provided that, unless otherwise provided in a written agreement between You and Company, Company will have the right to increase these fees at any time upon notice  to You. If You do not agree with such fee increase, You will have the right to terminate this Schedule and the applicable Service immediately upon notice, provided that such notice of termination must be received within thirty (30) calendar days of date of notice of the fee increase. All payments shall be in US dollars (or, if requested by You and agreed to by Company, in Canadian dollars). You will pay all non-recurring and recurring fees, regulatory cost recovery fees, surcharges, assessments and taxes billed to Your Account. Fees are non-refundable. Company may charge a reactivation fee to renew Service for Accounts that have been suspended for non-payment or terminated by You.
  2. Advance Payment and Deposits. Activation and monthly recurring charges are billed in advance. Usage and long distance charges are billed in arrears. Recurring charges commence accruing at the time the Services are provisioned by Company. Payment of all charges is due fifteen (15) days from the date of the invoice (the “Due Date”) unless You have selected to automatically pay by credit card in which case charges will be automatically applied to the credit card associated with Your Account(s). If You fail to pay for all charges by either: (a) more than fifteen (15) days past the Due Date on one (1) occasion, or (b) more than ten (10)days past the Due Date on two (2) occasions within any twelve (12) month period, then You will be, upon receipt of written request from Company, required to pay a billing deposit (“Billing Deposit”), of an amount equal to twice Your average monthly bill for Services for the preceding three (3) month period. If You fail to pay the Billing Deposit within ten (10) days of receipt of the request to do so, then Company may, in its sole discretion and in addition to any other remedies available to Company, suspend or terminate all Services provided to You and maintain the Services in a suspended status until such time that You have paid all amounts then due, including the Billing Deposit. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, Company may make reasonable pro-rations to recurring charges.
  3. Fair Use.
  4. Company may offer calling plans that are described as including unlimited minutes of use. Company may also offer messaging plans that are described as including unlimited messages. Company reserves the right to review usage of any “unlimited” plans to ensure Fair Use and reserves the right to, at any time, take the actions noted in Section 3.3(e) below without notice to You. “Fair Use” means that (i) with respect to calling plans, the combined number of outbound minutes plus local inbound minutes or (ii) with respect to messaging plans, the combined number of outbound messages plus inbound messages, in either case does not substantially exceed, in Company’s reasonable judgment, the average use of all other Company customers as measured on a per Contact Center agent basis. Usage and associated charges for excess usage will be determined based solely upon Company’s collected usage information. Fair Use also prohibits any activities that result in excessive usage including, but not limited to, auto-dialing, predictive outbound dialing, continuous or extensive call forwarding,  telemarketing, fax broadcasting, fax blasting, or transmitting broadcast messages, or any activity that disrupts the activities of Company and/or other Company customers; provided that, for purposes of clarification, this sentence does not prohibit the use of Company’s appointment reminder service.
  5. Fair Use assumes that, for any service packages or bundles that include outbound calling to Alaska and/or Hawaii, outbound long distance traffic to those destinations cannot, in aggregate, exceed one percent (1%) of the total Outbound Long Distance traffic in any calendar month; otherwise, all outbound long distance traffic to Alaska and Hawaii in such month may be subject to a price premium of up to $2.50 per minute, at Company’ sole discretion.
  1. Certain outbound dialing functions, such as (i) Dynamic Notification and (ii) SWAT message blasts, may be limited in volume based on Company’s system, network and infrastructure capacity.
  2. Fair Use assumes that Interactive Voice Responses (IVRs) are built and used with the purpose of queueing calls and logging in agents to manage those activities.
  3. If Your usage exceeds the limits for Your Account or otherwise exceeds Fair Use, You agree that Company may immediately, in its sole discretion, (i) charge You for such excess usage via Your automated payment account or by invoice if You have been accepted into Company’ check paying program, (ii) upgrade You to a plan or increase the limits on Your Account to address this excess usage, and/or (iii) suspend Your Account or terminate Your Account upon notice to You. Upon any upgrade or increase on the limits of Your Account, You will be responsible for the new costs and fees.
  4. Taxes.  You will be responsible for all applicable federal, state, municipal, local or other governmental sales, use, excise, personal property, public utility or other taxes, fees or charges, including fees collected by federal and state regulatory agencies, now in force or enacted in the future, that arise from or as a result of Your subscription, use, and/or payment for the Services.  Such amounts are in addition to payment for the Services and will be billed to You as set forth in this Agreement.  If You are exempt from payment of such taxes, You must provide Company with an original certificate that satisfies applicable legal requirements attesting to Your tax-exempt status.  Tax exemption will only apply from and after the date Company receives such certificate.
  • Use of the Services.
  1. Business Use. You will use the Services for Your own internal business, non-personal use. You will not allow any third party, including Your vendors and service providers, to access or use the Services (provided that this limitation does not apply to business process outsourcing (BPO) functionality that allows for a third party to log in to a web application as an external user solely to perform, for You and as Your representative, Contact Center Agent activities or monitoring activities with respect to the Services). For the avoidance of doubt, You agree that You will not use the Services for residential purposes.
  2. Restricted Activities. You will not use the Services: (a) to harvest, collect, gather or assemble information or data regarding other users, including telephone numbers or e-mail addresses, without their consent; (b) for communications that are unlawful, harassing, libelous, abusive, harassing, tortious, defamatory, threatening, harmful, invasive of privacy, vulgar, pornographic, obscene or otherwise objectionable in any way or that are harmful to minors in any way under the law or otherwise; (c) to transmit or knowingly to accept any material or communications that may infringe the intellectual property rights or other rights of third parties, including, but not limited to, trademark, copyright, patent or right of publicity; (d) to transmit or knowingly to accept any material or communication that contains software viruses or other harmful or deleterious computer codes, files or programs such as, but not limited to, Trojan horses, worms, time bombs or cancelbots; (e) to interfere with, disrupt, attempt to interfere with or disrupt computer servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (f) to attempt to gain unauthorized access to or to gain access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means; (g) to harass or to interfere with another user’s use and enjoyment of the Services; (h) unlawfully record conversations in violation of applicable law; (i) to make calls that are not between individuals (e.g., automated calls are not permitted); or (j) in a manner deemed by Company to be inappropriate.
  3. Service Integration with Company’s Unified Communications Service. Customers purchasing the Core version of Company’s Hosted Contact Center service are required to also purchase Company’s unified communications service (which is only authorized for use in the United States and Canada), as the Core version does not function with other providers’ unified communications services.
  4. No Resale. Services are for Your use and not third parties, and You are prohibited from intermingling traffic. You acknowledge and agree that (a) in order to resell the Services, You must enter into a separate written agreement with Company providing for such resale rights and (b) reselling the Services may require regulatory approvals. Without such an agreement in place with Company, You shall not resell the Services, and doing so constitutes an abusive practice subjecting You to immediate termination of this Schedule and the Services.
  5. Applicable Law; Regulatory Matters.
  6. Applicable Law. You acknowledge and agree that access to and use of the Services may be restricted or limited as a result of Applicable Laws and that You will not use, or allow the use of the Services, in contravention of, and will comply with, any Applicable Law. You represent that (i) You and Your Contact Center Agents are not named on any Governmental Authority list of persons or entities prohibited from receiving exports, and (ii) You will not permit Contact Center Agents to access or use Services in violation of any export embargo, prohibition or restriction. You acknowledge and agree that that it is Your sole responsibility to use the Service in a lawful manner.
  7. Regulatory Matters. Notwithstanding any other provision of this Schedule or the MSA, this Schedule is subject to change, modification, or cancellation, with or without prior notice, as may be required or reasonably deemed necessary by Company pursuant to any Applicable Law, including any order, rule or decision of a Governmental Authority. All taxes, regulatory fees, surcharges, assessments or other charges imposed by any Governmental Authority on You or Company are in addition to the fees and charges of Company and are the sole responsibility of You. If any such taxes or fees are assessed upon Company, Company may pass through such charges to You or assess a regulatory cost recovery fee. All such charges may be a flat fee or a percentage of Your Company charges and may change without notice. To the extent You are obligated to report and pay any applicable taxes or regulatory fees to a Governmental Authority, You hereby indemnify Company against any claim arising out of Your failure to do so.
  8. Fraud. It is the express intention of the parties that You, and not Company, will bear the risk of loss arising from any unauthorized or fraudulent usage of Services provided under this Schedule to You. Company reserves the right, but is not required, to take any and all action it deems appropriate (including blocking access to particular calling numbers or geographic areas) to prevent or terminate any fraud or abuse in connection with the Services, or any use thereof; provided, however, that any such action will be consistent with applicable federal, state and local laws, rules, and regulations and provided further that the failure to take any such action will not limit Your responsibility for all usage of the Services.
  9. Call Recording Features. Notwithstanding any other applicable provisions or prohibitions of use set forth in this Schedule or the MSA, You agree and acknowledge that the laws regarding the notice, notification, and consent requirements applicable to the recording of conversations vary between federal and state jurisdictions, and between state jurisdictions, and locally. You agree that You are solely responsible for complying with all federal, state, and local laws in any relevant jurisdiction when using call recording features. You must also abide by all applicable international laws, rules and regulations. Company expressly disclaims all liability with respect to Your recording of conversations. You hereby release and agree to hold harmless the Company Parties from and against any damages or liabilities of any kind related to the recording of any telephone conversations using the Services. You should carefully review Your particular circumstances when deciding whether to use the recording features of the Service, and it is Your responsibility to determine if, and under what conditions, the electronic recordings are legal under applicable federal, state or local laws. The Company Parties are not responsible for any misinterpretation, lack of understanding or lack of knowledge regarding the use of electronic recordings or the use of its products by any Contact Center Agent, whether legal or illegal. The call recording feature is intended for single person use only. Company reserves the right to disconnect or modify Your service plan if Company determines, in its sole and absolute discretion, that Your usage of this feature is inconsistent with, or in excess of, normal usage patterns of other users of the Services.

In some states, You are required to obtain consent from all parties to record a phone call. As a result, You may need to inform Your employees and third parties whom You call through the Services that their calls are being recorded. Third parties will receive an automated announcement indicating that the call is being recorded only when they call You. You are responsible for obtaining any and all legally-required consents when You make a call with call recording enabled. You should consult with an attorney prior to recording any call. The information above does not constitute legal advice.

  1. Caller Identification Services (“ CNAM” ).
  2. Outbound CNAM is available upon request, although Company reserves the right to provide a default name which will typically be either the name of the enterprise account or the billing contact for the Services, as provisioned in Company’s systems as of the date that the CNAM order is entered. Company may modify the name submitted to meet regulatory and/or third-party vendor requirements. Upon request, Company may modify the CNAM in a manner consistent with relevant law, and charges may apply. If You prefer for Your number not to be displayed, You must request initiation of the privacy indicator on Your account. Company is not responsible for CNAM not operating properly as Company, as all providers in the industry, relies on third-party databases and provisioning by the carrier or other provider that terminates the call to the called party. Company has no control over such third parties.
  3. Company’s Hosted Contact Center service provides customers with the ability to customize their own CNAM information, including the name and phone number presented to the recipient of the call. This feature allows customers to configure their CNAM data so that all calls from their organization to present a uniform company name and callback number. You are responsible for (i) using this feature in a manner that complies with all applicable laws and (ii) obtaining any and all necessary consents in connection with any names and phone numbers that You use in Your customized CNAM data. You are prohibited from using another person’s or entity’s name or phone number in Your customized CNAM data without such other person’s or entity’s consent. In the event of any claim made or action filed related to Your unauthorized use of another person’s or entity’s name or phone number in Your customized CNAM data, You shall defend and hold harmless Company for all liabilities and damages suffered by Company as a result of said claim or action.
  4.  “ Hold” Music . You represent to Company that, to the best of Your knowledge, any and all Hold Music provided by You to Company for the purpose of uploading to the Service is (a) not in violation of any third parties’ patent, trademark, copyright or service mark rights; (b) is not libelous, obscene or otherwise contrary to the law; and (c) does not violate any third party’s right of privacy or publicity; and that no such claims by third parties or the possibility of such a claim has been brought to Your attention. Accordingly, in the event of any claim made or action filed for misrepresentation, content, patent, trademark, service mark, or other copyright infringements arising out of the Hold Music provided by Company at Your request, You shall defend and hold harmless Company for all liabilities and damages suffered by Company as a result of said claim or action.
  5. Chat Functionality. The chat functionality available through the Services (“Chat Queues”) is subject to the following restrictions and limitations:
  6. Web Links Not Scanned. Company Chat Queues allow users to share URLs or other forms of web links with one another via chat. However, Company does not scan such URLs or web links for malicious code, inappropriate or illegal content, or any other harmful attributes, including without limitation disabling devices, drop dead devices, time bombs, trap doors, Trojan horses, worms, viruses and similar mechanisms (collectively, “Harmful Content”). Company expressly disclaims all liability with respect to any Harmful Content contained in any URL or web link shared between Your Contact Center Agents via Company Chat Queues. You hereby release and agree to hold harmless the Company Parties from and against any damages or liabilities of any kind related to any Harmful Content contained in any URL or web link shared by or with Your Contact Center Agents via Company Chat Queues.
  7. User Content. Company does not screen or filter the content of messages, links or attachments sent via Company Chat Queues (whether for offensive or illegal content, viruses or otherwise), and Company does not modify any user content sent using Company Chat Queues. As with all Services, You assume full responsibility and liability for the legal and compliant use of Company Chat Queues by Your Contact Center Agents. Company expressly disclaims all liability with respect to any content, links or attachments included by or to Your Contact Center Agents in a Company Chat Queue message. Message history (for messages sent via Company Chat Queues) is retained by Company for such time period as may be determined by You or by Company (provided that it shall be deleted promptly following the termination of the Services) and, as such, may be available, if required, for production in connection with legal proceedings in which You may be involved (i.e., litigation discovery) and law enforcement subpoenas, orders and other demands.
  8. Service Limitations and Disclaimers. Company Parties expressly disclaim all liability with respect to any delays in the delivery of messages using Company Chat Queues, messages that are not successfully delivered, messages that are deleted or lost, or user errors in the use of Company Chat Queues (including without limitation accidentally adding an unintended participant to a chat session or group, sending messages to unintended recipients, or unclear or misleading communications due to the chronological/sequential presentation of chat messages). Company Chat Queues do not support the ability to recall a message once it has been sent.
  • Your Data and Privacy.
  1. Company does not own any of Your Data unless otherwise stated by Company. Company will handle Your Data in accordance with the terms of the MSA, this Schedule, Company’s Privacy Policy and Applicable Law. Company may use or disclose such information, including Data, to, among other things, enforce this Schedule; provide, support and bill for Services (including disclosure to third-party vendors and contractors); respond to or monitor technical issues with the Services; satisfy compliance requirements with respect to Company’s vendors; protect Company’s rights or property; and protect against potentially fraudulent, abusive or unlawful use of the Services. In addition, Company may provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties, but such information will not include any identifying information. You, not Company, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data and, except as provided for herein, Company will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. You understand and agree  that it will be Your sole obligation to take, and that You will take, all measures necessary to protect Your Data, including, without limitation, the timely backup of all Data on one or more systems that operate independently from any system associated with the Services.
  2. In providing the Services, Company collects and maintains certain Data, known as customer proprietary network information (“CPNI”). This includes information that relates to the quantity, technical configuration, type, destination, location and amount of use of Services to which You subscribe. Your telephone numbers, name and address are not CPNI. Company may use CPNI without Your consent to provide the Services; for billing and collection purposes; to protect Company’s rights or property; to protect users from fraudulent, abusive or unlawful use of the Services; or as required or permitted by law. Company may also use CPNI to offer services to You in addition to those that You already purchase. Company does not sell, trade or share Your CPNI to or with third parties for their marketing purposes (it being understood that this does not prohibit Company from sharing Your Data, including CPNI, with third- party vendors that assist Company with its marketing activities), unless You authorize such use.
  • Lawful Intercept. Company intends to fully comply with the Communications Assistance for Law Enforcement Act (“CALEA”) and similar laws (including without limitation Section VI of Canada’s Criminal Code). By using the Service, You hereby agree and consent to Company’s right, pursuant to lawful request by law enforcement or any Governmental Authority, to monitor and otherwise disclose the nature and content of Your communications if and as required by applicable law, without any further notice to You.
  • Limitation of Liability; Third-Party Services.
  1. Limitation of Liability
  2. Company will not be liable for any direct, indirect, incidental, special, punitive or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like, that result from the use or inability to use the Services or from mistakes, omissions, the Services not meeting Your requirements or expectations, hardware failures, interruptions, deletion of files or directories, errors, defects, or delays in operation or transmission, regardless of whether Company has been advised of such damages or their possibility. Company will not be liable for any harm that may be caused by the execution or transmission of malicious code or similar occurrences, including without limitation disabling devices, drop dead devices, time bombs, trap doors, Trojan horses, worms, viruses and similar mechanisms. The warranty restrictions and limitations set forth in this Schedule are in addition to the warranty restrictions and limitations provided for in the MSA.
  3. Except as otherwise set forth in this Schedule, You agree that the total liability of Company and any Company Party and Your sole remedy for any claims shall be as set forth in the MSA. Notwithstanding anything to the contrary otherwise set forth herein, the Company Parties will have no liability whatsoever in the event that You have, either under Company’s direction or Your own actions, misconfigured any telephone, interactive voice response (IVR) or other device connecting to the Service.
  1. Company’s licensors and vendors are not responsible to You for any warranty provided by Company.
  2. Third-Party Services. The Services may be compatible with Third-Party Services. While Company does not disclose or permit access to Your CPNI to Third-Party Services, Your installation or use of Third- Party Services on Your equipment or software could result in Your own disclosure of CPNI. Any   purchase, enabling or engagement of Third-Party Services, including but not limited to implementation, customization, consulting services, and any exchange of Data between You and any Third-Party Service, is solely between You and the applicable Third-Party Service provider. Company does not warrant, endorse or support Third-Party Services. If You purchase, enable or engage any Third-Party Service for use with the Services, You acknowledge that the providers of those Third-Party Services may attempt to access and/or use Your Data used in connection with the Services as required for the interoperation of such Third-Party Services with the Services. You represent and warrant that Your use of any Third-Party Service signifies Your independent consent to the access and use of Your Data by the Third-Party  Service provider, and that such consent, use and access is outside of Company’ control. Company will not be responsible for any disclosure, modification or deletion of Data resulting from any such access by Third-Party Service providers
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