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Additional Service Terms Applicable to Services Provided by Intrado IP Communications, Inc. and its Regional Affiliates (“Intrado”)

Remote/Home User

A single Intrado phone will generally work and perform well over most broadband Internet connections. There will be times, however, when local network issues, Internet traffic, and routing table changes cause interruption or poor call quality across non-managed network connections. This includes, but is not limited to, one-way voice, echo, and/or dropped calls for any call in which a user at a remote or home location is participating. When these events occur, they are out of the control of Intrado, and may be out of the control of your local broadband service provider.

Intrado does not and cannot guarantee service to users not utilizing Intrado-provided MPLS network access. This includes, but is not limited to, users operating an Intrado device (hard or soft phone) at a home or remote office over any broadband connection (DSL or Cable Modem) or other connection into the global Internet.

Intrado cannot assist in the setup of home/remote networks or provide troubleshooting on an ongoing basis for those users operating from a location without Intrado-provided MPLS network connectivity.

Intrado recommends the following for home/remote users:

  • ·Broadband connection of equal or greater speed than 1.5 Mbps/384Kbbps through a major service provider
  • ·Linksys broadband router capable of providing NAT (most models).

Intrado is not responsible for the setup, maintenance or the support of any device on a home/remote network.

Trunking Services

PBX Setup

Customer is responsible for any/all changes to the PBX, scheduling the appropriate personnel to make any/all changes and charges associated with those changes.

Consulting/Professional Service fees are not included in the Intrado non-recurring charge (“NRC”). Customer may be able to purchase such services from Intrado for a fee charged on an hourly basis.

Customer should expect the need for subject matter experts, as it relates to their premise-based PBX to be required during the installation, setup and testing of the trunks delivered.

Site Information

Customer acknowledges that local switch/data infrastructure is Customer’s responsibility.

Customer is responsible for any/all changes to the local infrastructure, scheduling the appropriate personnel to make any/all changes and charges associated with those changes.

Phone Numbers

If the Customer does not use direct inward dial (“DID”) numbers, Customer may have their existing numbers Remote Call Forwarded to Intrado. If they choose this until Intrado is able to port Customer numbers on to Intrado’s network, Customer will incur Remote Call Forwarding (RCF) charges from its current carrier. Installation timeframe is shortened as it is not dependent upon the port timeframe.

—OR—

If the Customer uses DID numbers or wants to port numbers instead of incurring RCF charges, Customer may do a live port. There are no additional charges from Intrado and estimated installation timeframes are 4 to 5 weeks.

Customer must provide a list of Phone Numbers (Local and 800) to be ported on to the Intrado network. Customer acknowledges that installation delays may occur if this information is not provided within 1 business day of executing the applicable contract for Service with Intrado.

Voice Porting Disclaimer

When porting numbers, changing the date of the port once an FOC has been established increases the risk of numbers porting prematurely, numbers porting on the original port date OR numbers being excluded when the port takes place.

All porting is done Monday through Thursday from 7 am to 7 pm, Friday from 7 am to 2pm (ET). Porting cannot occur over the weekend.

If the port date is changed at the Customer’s request once FOC has been given, there will a onetime charge of $500 (per port)

New DID Acquisition
Intrado does not support vanity number requests.

Intrado cannot guarantee continuous number blocks or particular 4-digit range.

Any new DID resubmissions will incur a charge of $250 (per submission)

VoiceMaxx®, VoiceMaxx CE or Wide Area Network (“WAN”) Services

Site Information

Customer acknowledges that local switch infrastructure is Customer’s responsibility and 10/100 managed switches are required.

Customer acknowledges that Cat5 or Cat6 Ethernet cable is required for any location where an IP phone is to be placed (note: computer and phone can utilize single Ethernet run).

Customer is responsible for any additional cable runs for the deployment of the IP telephones

Customer acknowledges that power outlet within close proximity to the IP phone is required, unless PoE (Power over Ethernet) switches are being utilized.

Circuit Information

Any installation charges (for the circuit or otherwise) include charges for delivering the circuit to the Customer premise (Local Exchange Carrier’s demarcation point of the building). Any additional charges from the local telephone company, or any third party, for bringing the circuit into Customer facility/suite/network closet or otherwise will be passed through to the Customer.

All Intrado-provided Circuits are ordered after receipt and acceptance of the executed contract and completion and submission of the pre-install packet. Customers may anticipate the following installation intervals, based on Intrado’s normal Circuit intervals. Installation intervals are estimates only and are not guaranteed.

  • ·T-1 - 45 to 60 days
  • ·DS3 - 60 to 90 days
  • ·Metro Ethernet - 90 to 120 days

Intrado will provide a Firm Order Commitment (“FOC”) date once Intrado receives that date from the local exchange carrier (“LEC”).  Typically, the LEC can be expected on-site within five (5) business days of the FOC date. Several days after the LEC implementation, the Circuit will be released to Intrado for testing and turn up. Intrado cannot control or schedule when the LEC comes on-site. Customer is responsible for informing all parties of the anticipated arrival of the technician so that the technician is not turned away.

Intrado begins billing the data services portion of the order beginning on the Circuit installation/FOC date.

Data cutovers are done Monday, Wednesday and Friday from 8 am to 6 pm; Tuesday and Thursday from 8 am to 9 pm (ET), any cutovers outside of that timeframe will be at additional cost.

Intrado requires that all customer premise equipment (“CPE”) in which an Intrado Circuit terminates be set up on Intrado-provided terminal access controller access-control systems (“TACACS”) with Intrado having management rights.

The following terms apply to VoiceMaxx and VoiceMaxx CE, but do not apply to WAN Services:

Phone Numbers

If the Customer does not use DID numbers, Customer may have their existing numbers Remote Call Forwarded to Intrado. If they choose this until Intrado is able to port Customer numbers on to Intrado’s network, Customer will incur Remote Call Forwarding (“RCF”) charges from its current carrier. Installation timeframe is shortened as it is not dependent upon the port timeframe.

—OR—

If the Customer uses DID numbers or wants to port numbers instead of incurring RCF charges, Customer may do a live port. There are no additional charges from Intrado and estimated installation timeframes are 4 to 5 weeks.

Customer must provide a list of Phone Numbers (Local and 800) to be ported on to the Intrado network. Customer acknowledges that installation delays may occur if this information is not provided within 1 business day of executing the applicable contract for Service with Intrado.

Voice Porting Disclaimer

When porting numbers, changing the date of the port once an FOC has been established increases the risk of numbers porting prematurely, numbers porting on the original port date OR numbers being excluded when the port takes place.

All porting is done Monday through Thursday from 7 am to 7 pm, Friday from 7 am to 2pm (ET). Porting cannot occur over the weekend.

If the port date is changed at the Customer’s request once FOC has been given, there will a onetime charge of $500 (per port).

New DID Acquisition
Intrado does not support vanity number requests.

Intrado cannot guarantee continuous number blocks or particular 4-digit range.

Any new DID resubmissions will incur a charge of $250 (per submission)

Additional VoiceMaxx CE Value-Added Features Applicable to New Customers Only

  • ·Long Distance Bundle
    • oApplicable to all VoiceMaxx CE seat types as well as SIP trunking Customers
    • oApplicable to new and renewing Customers only
    • oFor locations within the United States or Canada, includes 250 minutes per month of in-country long distance (“LD”) minutes per named user
    • oFor locations outside the United States and Canada, includes 2000 minutes per month of in-country LD minutes per named user
    • oLD minutes cannot be bundled across the enterprise or shared with other users
    • oLD minutes do not rollover from month to month
    • oOverage charges apply for LD minutes in excess of 250 or 2000 per month, as applicable
  • Includes in-country calls only.  Does not include international LD or toll-free charges

Cloud Contact Pro

  • ·Inbound telephony services are not included as part of the Cloud Contact Pro Service

Data Connectivity

  • ·In order to use Cloud Contact Pro, Customer must connect to Intrado over either public connectivity (i.e. the Internet) or private Internet-service-provider connectivity (e.g. leased line, MPLS, private DSL or other technologies). Customer must carefully ensure that all of Intrado’s prerequisite requirements for Internet connectivity, firewall configuration and local network configuration are met in full to avoid problems, poor quality voice experiences and other issues. If upon investigation Intrado finds that Customer failed to follow Intrado’s prerequisites (or if Customer has erroneously confirmed that Customer has), then Intrado shall be entitled to charge for Intrado’s time in respect of any additional effort that Intrado has incurred in troubleshooting or supporting Customer to resolve such issues.
  • ·Delays to Customer’s ability to use the Service due to the provisioning lead times associated with private connectivity circuits or public Internet circuits will not be reason to delay the Service Commencement Date for the service and our Ready for Service date shall stand regardless.  “Service Commencement Date” is the date Intrado advises Customer that Cloud Contact Pro is Ready for Service as set out below.
  • ·Customer acknowledges it is entirely dependent upon the availability of public or private connectivity to access and use Cloud Contact Pro.  Customer acknowledges Intrado’s strong recommendation to ensure Customer has a resilient connection to the network to avoid any interruption to Customer’s usage of the Service. Customer may choose to use a second public Internet connection to provide back-up to a primary public or private connection, or Customer may provide multiple private circuits to deliver to different sites in both Customer’s network and Intrado’s. Customer is responsible for correctly configuring Customer’s network to ensure that automatic failover occurs in the event of a failure of the primary connection and recovery once service is re-established to the affected connection, and Customer is solely responsible for deciding which level of resilient connectivity is appropriate for Customer’s business.
  • ·Where Customer contracts with Intrado to provide any data connectivity to Customer’s sites, then Customer will provide Intrado with all and any assistance to enable the delivery of the Circuits, (which assistance shall be time critical) in Customer’s securing access and where appropriate any third-party consents to enable the delivery of the Service.

Charges

  • ·Intrado will advise Customer when Cloud Contact Pro is ‘Ready for Service.’  The Ready for Service date is the date when Customer could use Cloud Contact Pro or any part of it for commercial gain.  Intrado will charge Customer the Subscription Fees for Cloud Contact Pro specified in the applicable CSA and Customer’s transactional usage charges as of the Ready for Service date regardless of whether Customer is using the Service in part, in full, or not at all.
  • ·Call recording charges are billed per minute or part thereof.  Call recording storage charges are billed per minute per month or part thereof that calls are stored.

Security and Information

  • ·Intrado will maintain reasonable security measures in an effort to safeguard Customer Information from unauthorized access and use, and to minimize the risk of a security breach.  Customer Information is defined as data input, created or used by Customer in using the Software and Contact Center Service.
  • ·Encryption techniques (where appropriate) may be used for protecting Customer Information on input and transmission over the Intrado network.
  • ·If Customer learns about or is informed of any components, processes or methods of operating any software comprised in any Service it shall treat such knowledge or information as Intrado’s trade secret, and it will not use it to the benefit of any party other than Intrado or convey it in any way to any third party or allow any third party to acquire it.
  • ·Customer is entirely responsible for security of access to Customer’s computer systems, Customer’s networks and Customer’s infrastructure. Customer will ensure Customer deploys firewalls, takes backups and uses antivirus and anti-malware / anti-spam software on all of Customer’s systems.

Outbound Voice Service

The telecom market for call termination pricing is dynamic and the costs of calls to different destinations change on a daily basis at a wholesale level. The CSA contains a domestic long-distance rate that shall be fixed for the initial Service Period. International long-distance rates are variable and subject to regular modification due to changes in market conditions, wholesale prices and other circumstances beyond Intrado’s control such as regulatory events. In the unlikely event that we are forced by a regulator to change a usage charge that has been fixed in the CSA during the initial Service Period, Intrado will notify Customer of the relevant rate change for the destination in question.

No Emergency Calls

If Customer is not purchasing interconnected voice over Internet protocol (VoIP) from Intrado, Intrado will not be providing emergency services to Customer.  Cloud Contract Pro does NOT support any emergency calls to 911.  Cloud Contact Pro is NOT an interconnected VoIP service, and it is not a replacement for your primary telephone service. There are important differences between interconnected VoIP service and Cloud Contact Pro.  Customer acknowledges and understands that Customer must make additional arrangements in order to call 911. It is Customer’s responsibility to purchase interconnected VoIP or traditional wireline telephone services that offer access to 911.  Customer is responsible for informing all end users that may use Cloud Contact Pro that it is not possible to support or carry 911 calls using Cloud Contact Pro, and that they may access emergency services via the additional arrangements that Customer has made available for Customer’s end users.

Responsibility for Content and Transmitting Messages

Customer represents and warrants that:

  • ·It is solely responsible for the content (“Content”) of any messages or recordings (“Messages”) it sends to customers or prospective customers (“Recipients”) and it has the legal right to use all Content and send all Messages to the Recipients (including obtaining any required consents from the Recipients) and the content, timing and purpose of all Messages, and Customer’s campaigns and programs are in compliance with all applicable laws, rules and regulations;
  • ·Customer is the transmitter of all Content and Messages and Intrado is merely acting at Customer’s direction as a technology conduit for the transmission of the Content and the Messages;
  • ·Intrado’s use of the Content shall not violate the rights of any third party or any law, rule or regulation;
  • ·Customer has obtained prior express consent to contact each wireless phone number delivered by Customer to Intrado in connection with the provision of any Services delivering a prerecorded or text message (“Notification Services”);
  • ·The intended contact recipient is the current subscriber, or the non-subscriber customary user, of the wireless phone number;
  • ·Customer has (a) incorporated an interactive opt-out mechanism as part of any program relating to any Services or (b) the contacts that are the subject of such Services are not initiated to induce the purchase of goods or services or to solicit a charitable contribution (“Solicitations”);   
  • ·Customer has, unless an exemption applies, obtained from the recipient of any Solicitation an express written agreement that meets the requirements set forth in Section 310.4(b)(1)(v)(A) of the FTC’s Telemarketing Sales Rule and Section 64.1200(f)(8) of the FCC’s Telephone Consumer Protection Act Rules; and
  • ·Customer will not transmit or allow to be transmitted any Content or Messages that: (a) it does not have a right to make available under any law or under contractual or fiduciary relationship; (b) are false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; harmful to minors in any way; (c) infringe any patent, trademark, trade secret, copyright, or other proprietary rights or rights of publicity or privacy of any party; (d) utilize any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, or any other forms of solicitation; or (e) interfere with or disrupts the Services or servers or network operator networks. 
  • Upon request, Customer shall provide reasonable proof of compliance with the provisions set forth in this section and where Intrado reasonably believes that Customer may not have complied with such provisions or with all laws, rules and regulations, Intrado may, at its option (i) scrub all numbers against any appropriate data base deemed necessary to remove all wireless phone numbers, (ii) insert an interactive opt-out mechanism and pass the resulting data to Customer or (iii) not provide any Services. 

Cisco® Webex Contact Center

The Cisco Webex Contact Center Services sold by Intrado are hosted by Cisco in Cisco’s data centers.  Webex Contact Center may be sold as a standalone service or as part of Cisco’s Collaboration Flex services.  When sold as part of Cisco’s Collaboration Flex services, Webex Contact Center  is subject to the Cisco Collaboration Flex Plan Contact Center Offer Description  which is set forth at the following URL and incorporated by reference as if fully set forth herein: https://www.cisco.com/c/dam/en_us/about/doing_business/legal/OfferDescriptions/cisco_collaboration_flex_plan_contact_center.pdf.  When sold as a standalone service, Webex Contact Center is subject to the Cisco Webex Contact Center Offer Description at the following URL and incorporated by reference as if fully set forth herein: https://www.cisco.com/c/dam/en_us/about/doing_business/legal/OfferDescriptions/cisco_webex_contact_center.pdf.  The initial term shall commence on the “Implementation Date” which is defined as the earlier of (a) the first date the Webex Contact Center Services purchased under the applicable Order Form or CSA are available for Customer’s use, or (b) ninety (90) days from the date the licenses for the Webex Contact Center Services are ordered from Cisco.  Intrado’s standard Service Level Agreements do not apply to Webex Contact Center. 

Notwithstanding anything to the contrary in the Master Services Agreement, Order Form or CSA, the total number of Webex Contact Center subscriptions may not be reduced in any way during the initial term.  Each subscription includes storage of voice call recordings for thirty (30) days.  Fees for storage in excess of thirty (30) days shall apply.  If Customer exceeds the number of purchased licenses for concurrent agents, Customer shall incur per-license overage fees.

VoiceMaxx® Cloud Calling

VoiceMaxx Cloud Calling Services are hosted by Cisco Systems, Inc. (“Cisco”) in Cisco’s data centers and are subject to the Cisco Collaboration Flex Plan Offer Description located at https://www.cisco.com/c/dam/en_us/about/doing_business/legal/OfferDescriptions/cisco_collaboration_flex_plan.pdf (the “Cisco Terms”) which are incorporated herein by this reference.  Customer authorizes Intrado and Cisco to share Confidential Information with each other to the extent required to provide the VoiceMaxx Cloud Calling Services.  VoiceMaxx Cloud Calling Services are sold under a Named User model unless the Order Form or CSA expressly states otherwise.  In the event that Customer purchases VoiceMaxx Cloud Calling under an Employee Count or Enterprise Agreement Model, provisioning of said Services will additionally be subject to the Cisco End User Program Terms set forth at https://www.westuc.com/files/Cisco-EA-End-User-Program-Terms.pdf.  The defined term “Cisco Terms” shall be inclusive of the applicable Cisco End User Program Terms.  Notwithstanding anything to the contrary in the Master Services Agreement, Order Form or CSA, the total number of VoiceMaxx Cloud Calling subscriptions may not be reduced in any way during the initial term and any auto-renewal term(s).  The initial term shall commence on the “Implementation Date” which is defined as the earlier of (a) the first date the VoiceMaxx Cloud Calling Services purchased under the applicable Order Form or CSA are available for Customer’s use, or (b) ninety (90) days from the date the licenses for the VoiceMaxx Cloud Calling Services are ordered from Cisco. 

Multi-platform phones are required to register to the platform.  Customer must own or purchase compatible phones or soft phones to use the VoiceMaxx Cloud Calling Services.  VoiceMaxx Cloud Calling includes two thousand (2000) domestic in-country long-distance minutes per Named User under the Named User model.  If Customer exceeds 2000 minutes per Named User in any given month, Intrado may, at its option, terminate the contract and/or charge Customer for the long-distance minutes at Intrado’s then-current per-minute rate.  Intrado’s standard Service Level Agreements do not apply to VoiceMaxx Cloud Calling Services.

UCM Cloud

UCM Cloud Services are hosted by Cisco in Cisco’s data centers and are subject to the Cisco Collaboration Flex Plan Offer Description located at https://www.cisco.com/c/dam/en_us/about/doing_business/legal/OfferDescriptions/cisco_collaboration_flex_plan.pdf (the “Cisco Terms”) which are incorporated herein by this reference.  Customer authorizes Intrado and Cisco to share Confidential Information with each other to the extent required to provide the UCM Cloud Services.  UCM Cloud Services are sold under an Enterprise Agreement Model subject to the Cisco End User Program Terms set forth at https://www.westuc.com/files/Cisco-EA-End-User-Program-Terms.pdf.  The defined term “Cisco Terms” shall be inclusive of the applicable Cisco End User Program Terms.  Notwithstanding anything to the contrary in the Master Services Agreement, Order Form or CSA, the total number of UCM Cloud subscriptions may not be reduced in any way during the initial term and any auto-renewal term(s).  The initial term shall commence on the “Implementation Date” which is defined as the earlier of (a) the first date the UCM Cloud Services purchased under the applicable Order Form or CSA are available for Customer’s use, or (b) ninety (90) days from the date the licenses for the UCM Cloud Services are ordered from Cisco. 

Customers may select among three seat types:  Common Area, Enterprise, and Meeting and Calling.  For locations within the United States or Canada, each seat type includes 250 minutes per month of in-country long distance (“LD”) minutes per user.  For locations outside the United States and Canada, each seat type includes 2000 minutes per month of in-country LD minutes per user.  Calls that do not originate and terminate within the same country are subject to international long-distance charges.  LD minutes cannot be bundled across the enterprise or shared with other users.  LD minutes do not rollover from month to month.  Overage charges apply for LD minutes in excess of 250 or 2000 per month, as applicable.  The LD bundles apply to in-country LD only and do not apply to international LD or toll-free charges.  Additional feature functionality may be purchased for an additional charge subject to availability.  Intrado’s standard Service Level Agreements do not apply to UCM Cloud Services.

AnySIP/AnyPBX

AnySIP and AnyPBX are cloud-based services (“Service”) that allow Microsoft Office 365 Teams® (“Teams”) users to connect to a company’s PBX and to SIP trunk providers.  AnySIP and AnyPBX are offered on a bring-your-own PBX or SIP trunk user subscription model, each as further described below.  In each model, Customer is solely responsible to procure and maintain all required Teams licenses.  Intrado IP’s standard service level agreement does not apply to the AnySIP and AnyPBX Services.

Definitions.  For purposes of the AnySIP and AnyPBX Services, “Implementation Date” shall be the first date the Service purchased under the Order Form is made available to Customer.

AnySIP Model

Customer can use numbers and minutes provided by its current telephone service provider. The AnySIP model is hosted in Microsoft Azure. 

AnySIP connects Customer’s phone service (SIP trunk) provider to Microsoft Teams. Outbound calls are routed via AnySIP to Customer’s phone service provider and then to the public switched telephone network (“PSTN”). Incoming calls are handled by Customer’s telephone service provider and routed to AnySIP, and then delivered to Customer’s Teams client.

Service implementation guidelines, prerequisites and other Customer-specific requirements are covered within the statement of work (“SOW”) and the Order Form.

AnyPBX Model

Customer retains its current PBX and phone service with its current service provider while using Intrado IP’s AnyPBX Service for connecting Teams users to the existing PBX service provider.

Customer’s end users can receive and place calls to the PSTN via Customer’s local service provider and/or to other Teams users.  Calls placed by users are routed through AnyPBX to the Teams client or regular desk phone and the user has an option to select the device (either desk phone or Teams client). 

Service implementation guidelines, prerequisites and other Customer-specific requirements are covered within the SOW and the Order Form.

Requirements

Customer must obtain dial tone and access to the PSTN from its own local service provider.  The AnySIP and AnyPBX Services do not include dial tone or access to the PSTN.  Customer must obtain and maintain Microsoft Teams licenses.  Customer is responsible for setting up the majority of the Service.  If Customer is unable to complete the set-up, Intrado IP can provide support for an additional cost. 

Emergency Services

Customer is responsible for obtaining access to emergency services and call routing to public safety answering points (“PSAPs”) from its local service provider.  The AnySIP and AnyPBX Services do not include access to emergency services. 

End User License Agreement

The AnyPBX and AnySIP Services (the “Service”) are provided by Intrado IP subject to the terms in this End User License Agreement (“EULA”).  Customer accepts and agrees to be bound by the terms in this EULA.

  1. The Service is available to business users only.
  2. Beta test, evaluation and trial users may have the Service terminated if not used for thirty (30) consecutive days, or upon expiry of the trial period, or at Intrado IP’s discretion.
  3. Customer agrees not to, and not to permit or engage any other person to:
    • (i) engage in any activity that interferes with or disrupts the Service (or the servers and networks which are used in or in connection with the provision of the Service) or is in any way unlawful or not in accordance with all applicable laws and/or regulations;
    • (ii) reproduce, duplicate, copy, sell, trade or resell any of the Service for any purpose;
    • (iii) send, use or reuse any material that is illegal, offensive, pornographic, abusive, indecent, defamatory, immoral, obscene or menacing; or in breach of copyright, trademark, confidentiality, privacy or any other right; or is otherwise injurious to third parties; or objectionable; or which consists of or contains software viruses, commercial solicitation, chain letters, mass mailings or any "spam"; or
    • (iv) harass, annoy, inconvenience or cause needless anxiety to any person (including, without limitation, to make or attempt to make 'hoax' or 'prank' calls), (together, “Prohibited Purposes”).
  4. Customer or its end users (collectively, “Users”) may be required to provide information about the User (such as identification or contact details, for example an email address), or as part of the ongoing use of the Service. Customer warrants and represents to Intrado IP that the details Customer/User provides to Intrado IP during registration is accurate, complete and up-to-date. Any such information provided will be treated in accordance with Intrado IP’s privacy policy. During the term, Intrado IP may contact Users with service updates and announcements.
  5. The provision of Service is subject always to available capacity and Intrado IP does not guarantee that the connection required by User will be available at any given time. Intrado IP cannot guarantee a fault-free and/or uninterrupted Service, and from time to time faults, maintenance and/or interruptions may occur. Intrado IP will use commercially reasonable efforts to repair faults and rectify interruptions.
  6. Intrado IP may change the technical specification of the Service, which change may not materially decrease the functionality of the Service or increase Customer’s costs, for operational reasons but before doing so, Intrado IP will provide as much notice as practicable.  Intrado IP will not be liable for any breach of or delay in the performance of Intrado IP’s obligations under the EULA to the extent that the breach is directly or indirectly due to Microsoft® making the Service incompatible with Customer or its end users.
  7. Intrado IP does not recommend use of the Service where the risk of non-connection or loss of connection carries a material risk. Accordingly, Customer/User may only use the Service if User accepts all such risk. User should insure against such risks accordingly.

Emergency calling terms and conditions

IMPORTANT INFORMATION

Customer is responsible for obtaining access to emergency services from its local service provider.  Customer understands that emergency services calling operates differently with the Service, Microsoft Teams® and Skype for Business® PSTN Calling services than on traditional telephone services. It is important that Customer understands these differences and communicates them to all Users of the Service, Microsoft Teams or Skype for Business PSTN Calling service. Customer acknowledges and agrees that Customer has read and understands the differences in the emergency Services calling and will provide this notice to each User of the Service, Microsoft Teams or Skype for Business PSTN Calling services.

The differences in the emergency services calling capabilities include the following:

  • (i)The Service, Microsoft Teams and Skype for Business may not know the actual location of a caller making an emergency services call, which could result in the call being routed to the wrong emergency services call centre and/or emergency services being dispatched to the wrong location;
  • (ii)if the User’s device has no power, is experiencing a power outage or, for any reason, cannot otherwise access the Internet, the User cannot make an emergency services call through the Service, Microsoft Teams or Skype for Business PSTN Calling services; and
  • (iii)although the Service, Microsoft Teams and Skype for Business PSTN Calling services might be able to be used internationally where an Internet connection is available, Users should not make an emergency services call from a location outside their home country/region because the call likely will not be routed to the appropriate call centre in that country/region.

Maxxis® SD-WAN

_____________________________________________________________________________

The Maxxis SD-WAN Service is subject to the Cisco Universal Cloud Agreement located at www.cisco.com/go/uca, and the Cisco SD-WAN Offer Description set forth at https://www.cisco.com/c/dam/en_us/about/doing_business/legal/OfferDescriptions/cisco_sd_wan_offer_description.pdf, both of which are incorporated by reference as if fully set forth herein.  The initial term shall commence on the “Implementation Date” which is defined as the earlier of (a) the first date the Maxxis SD-WAN Services purchased under the applicable CSA are available for Customer’s use, or (b) ninety (90) days from the date the subscriptions for the Maxxis SD-WAN software are ordered from Cisco.  Customer must own or purchase compatible Cisco routers and subscriptions to the Cisco SD-WAN software to use the Maxxis SD-WAN Service.  Customer is responsible for maintaining current subscriptions to the Cisco SD-WAN software.  Customer is also responsible for purchasing broadband or MPLS connectivity for use with the Maxxis SD-WAN Service.  Notwithstanding anything to the contrary in the Master Services Agreement, Order Form or CSA, the total number of subscriptions to the Cisco SD-WAN software may not be reduced in any way during the initial term. 

 

SD-WAN Thin Edge

Intrado’s SD-WAN Thin Edge service is subject to the Infiot® End User License Agreement (“Infiot EULA) as it may be amended from time to time.  The Infiot EULA is incorporated by reference as if fully set forth herein.  Customer may obtain a copy of the Infiot EULA upon request.  Customer acknowledges it has had an opportunity to review the Infiot EULA and agrees to its terms. 

As part of the SD-WAN Thin Edge service, Customer will receive certain equipment from Intrado for use with the service.  Customer is required to return the equipment to Intrado in like-new condition upon termination of the service.  Customer is responsible for purchasing broadband connectivity for use with SD-WAN Thin Edge.  Notwithstanding anything to the contrary in the Master Services Agreement, Order Form or CSA, the total number of subscriptions to the SD-WAN Thin Edge service may not be reduced in any way during the initial term. 

Microsoft® Direct Routing

Microsoft Services. Provisioning and use of the Microsoft Services provided under this CSA shall be subject to the Microsoft® 365 Service Description set forth at https://www.intrado.com/sites/default/files/2021-01/0365-Enterprise-Service-Description.pdf.

International Dial-Out Functionality. Customer acknowledges and agrees that the Microsoft Services will have international dial-out functionality and that the risk of fraudulent or unauthorized use of the Microsoft Services is greater when the dial-out functionality is enabled and/or when any of Customer’s Microsoft tenant administrator accounts have been compromised. Customer therefore accepts sole risk and responsibility regarding all usage of Services and Customer releases Intrado from any and all claims, costs, expenses, fines, penalties, damages and liabilities, which arise out of or result from the enablement or use of dial-out functionality and will pay Intrado for any and all fraudulent or unauthorized international dial-out usage at the applicable per-minute rate by country. Intrado will endeavor to notify Customer if Intrado detects fraud or unauthorized usage on Customer’s account(s) and Customer authorizes Intrado to take any of the following actions when fraud or unauthorized usage is detected, if such action is necessary in order to reduce fraud or to maintain the security of Customer’s accounts: (i) restrict dial-out calling access to users’ own countries; (ii) disable dial-out calling; and (iii) modify the Services as necessary to prevent unauthorized use. In any case, Intrado will limit changes to only the time frame and/or users necessary to isolate and/or remedy the fraudulent usage detected. Customer shall provide Intrado with “Admin on behalf of” permissions to access Customer’s Microsoft tenant to allow Intrado to support fraud mitigation efforts on Customer’s accounts and hereby agrees that Customer shall not reverse any fraud mitigation actions taken by Intrado on Customer’s Microsoft tenant without Intrado’s prior written consent.

 

Microsoft® Operator Connect

Microsoft Services. Provisioning and use of the Microsoft Services provided under this CSA shall be subject to the Microsoft® 365 Service Description set forth at https://www.intrado.com/sites/default/files/2021-01/0365-Enterprise-Service-Description.pdf.

International Dial-Out Functionality. Customer acknowledges and agrees that the Microsoft Services will have international dial-out functionality and that the risk of fraudulent or unauthorized use of the Microsoft Services is greater when the dial-out functionality is enabled and/or when any of Customer’s Microsoft tenant administrator accounts have been compromised. Customer therefore accepts sole risk and responsibility regarding all usage of Services and Customer releases Intrado from any and all claims, costs, expenses, fines, penalties, damages and liabilities, which arise out of or result from the enablement or use of dial-out functionality and will pay Intrado for any and all fraudulent or unauthorized international dial-out usage at the applicable per-minute rate by country. Intrado will endeavor to notify Customer if Intrado detects fraud or unauthorized usage on Customer’s account(s) and Customer authorizes Intrado to take any of the following actions when fraud or unauthorized usage is detected, if such action is necessary in order to reduce fraud or to maintain the security of Customer’s accounts: (i) restrict dial-out calling access to users’ own countries; (ii) disable dial-out calling; and (iii) modify the Services as necessary to prevent unauthorized use. In any case, Intrado will limit changes to only the time frame and/or users necessary to isolate and/or remedy the fraudulent usage detected. Customer shall provide Intrado with “Admin on behalf of” permissions to access Customer’s Microsoft tenant to allow Intrado to support fraud mitigation efforts on Customer’s accounts and hereby agrees that Customer shall not reverse any fraud mitigation actions taken by Intrado on Customer’s Microsoft tenant without Intrado’s prior written consent.

Customer Proprietary Network Information

In the course of providing the voice Services (including, to the extent applicable, VoIP Services), Intrado will necessarily obtain information about the quality, quantity, technical configuration, type, destination, location, amount of use, pricing, contract terms, billing information and payment history relating to the voice Services provided to Customer. Such information is referred to as customer proprietary network information (“CPNI”). Customer hereby consents to the use, disclosure and access of CPNI by Intrado and Intrado Affiliates and agents and partners for the purposes of verifying Customer usage and deployment of Services, improving the Services and marketing additional products and Services that may be of interest to Customer. Customer acknowledges that it may withdraw its consent at any time by notifying Intrado in accordance with this Agreement. In the event that Customer withdraws its consent, Intrado will make commercially reasonable efforts to minimize the impact of such withdrawal upon Intrado’s provision of Services to Customer.

 

 

Rev. October 28, 2021

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