SPECIFIC TERMS OF USE – CISCO

 

The present Specific Terms of Use shall be included in the Contract and shall define the terms and conditions applicable to any Cisco Cloud Services for Collaboration Technology offers, as specified in the relevant service order form (“SOF”). The Cisco Cloud Services for Collaboration Technology include without limitation collaboration services such as Cisco Webex with, as applicable, Cisco Cloud Connected Audio services provided by Supplier (CCA-Supplier) and/or voice services such as BroadCloud Services with, as applicable, Supplier Call Plan (collectively referred to as the “Services”).

Cisco refers to such third-party company which provides to Supplier certain technical solutions integrated in the Services.

Software” is the object code and machine-readable version of the computer programs provided with the Cisco Cloud Services for Collaboration Technology and made available by Cisco for license to Client including firmware and any copies made, bug fixes for, updates to, or upgrades thereof.

User” refers to (i) any natural person which holds an account (the “Moderator”); (ii) any natural person who participates in the conference (the “Participant”); and/or (iii) the Client account administrator; and/or (iv) any calling user.

Capitalized terms not defined herein shall have the meaning ascribed to them in the Standard Terms and Conditions or in the Contract.

 

THE PARTIES AGREE THAT THESE SPECIFIC TERMS OF USE SHALL PREVAIL ON ANY CONFLICTING PROVISIONS CONTAINED IN ANY OTHER CONTRACTUAL DOCUMENT HAVING THE SAME PURPOSE.

 

  1. COLLABORATION SERVICES

 

  1. Cisco Cloud Services for Collaboration Technology

 

  1. Service Description and Pre-requisites. The Cisco Cloud Services for Collaboration Technology are subject to the relevant service description which includes User’s obligations.

 

  1. Legal Terms. The Cisco Cloud Services for Collaboration Technology include terms applicable to Client’s use of the Cisco Webex Service and Client must agree to the following terms as a condition precedence of its use of the Cisco Webex Service: (i) the Cisco Universal Cloud Agreement available at: https://www.cisco.com/c/en/us/about/legal/cloud-and-software/cloud-terms.html; (ii) the then-current Enterprise Agreement terms (“End User Terms and Conditions”) available at  https://www.cisco.com/c/dam/en/us/products/se/2018/2/Collateral/end-user-program-terms.pdf. The warranties provided by and applicable to Cisco Cloud Services for Collaboration Technology are available at  http://www.cisco.com/go/warranty.

 

Client shall promptly notify Supplier of any actual or suspected breach of the End User Terms and Conditions and further agrees to provide reasonable assistance to Supplier in order to protect Supplier or Cisco’s rights.

 

  1. Territories. Client agrees that Cisco Webex is only available in the countries listed here: https://collaborationhelp.cisco.com/article/en-us/nqzhfbo.

 

  1. Fair Use. The Services are subject to a fair use policy designed to prevent fraud and abuse of the Services. The fair use policy is provided to Client in the SOF. Client shall inform the Moderators accordingly and shall ensure their compliance thereof. Should a Moderator exceed the limits provided in the fair use policy, Supplier shall inform Client and Client shall adjust the Moderator’s use of the Services.

 

  1. CCA-Supplier Services

 

  1. Service Description and Pre-requisites. Client shall use CCA-Supplier Services in accordance with Supplier’s written instructions as set out specifically in the "welcome email".

 

Client shall be and remain responsible for providing internet access, connectivity and communications equipment. Client recognizes that to establish the online-connection to CCA-Supplier Services and to operate the User devices for using the Services shall not be part of the CCA-Supplier Services.

 

  1. Legal Terms. With respect to CCA-Supplier Services, Supplier's aggregate liability to Client, its representatives, employees, agents, consultants or officials shall be limited, all damages and service credits included, to three (3) times the monthly average of the sums invoiced by Supplier to Client from the signature date of the SOF until the date of the event giving rise to the damage, in respect of the Services from which such damage originated. This limitation of liability is overall and not per-incident.

 

  1. CLOUD TELEPHONY SERVICES
    1. BroadCloud Services for Cloud Telephony

BroadCloud Services” refers to the cloud-based PBX unified communications service offered by Cisco that (a) consists of a core set of voice business communication features as specified in the service description, combined with Supplier Call Plan.

  1. Service Description and Pre-requisites. The offer description applicable to the BroadCloud Services is set out in the service description and available at Cisco Webex Service and Cisco Collaboration Flex Plan Offer Description. Client’s network infrastructure, including LAN and WAN, shall meet the requirements as defined in the service description (Customer network minimum requirements guide).
  2. Features. BroadCloud Cloud Services include features and terms applicable to Client’s use of the BroadCloud Services as set out in the services description.
  3. Legal Terms. Client’s use of BroadCloud Services shall be subject to the terms of the End User Agreement (as applicable) and Client’s compliance with all applicable laws and regulations and with the Acceptable Use Policy.  Any add-on software may be subject to additional end user license terms (which may be done via “click through” when downloaded) and as set forth in the service description. Each User agrees to the Cisco Privacy Policy as set forth in the service description. 
  4. Supplier Call Plan for Cloud Telephony

Supplier Call Plan” refers to telephony and PSTN termination service account (i.e. the ability to receive calls that originate on the public switched telephony network) combined with the BroadCloud Services.

  1. Service Description and Pre-requisites. The overview and other technical and operational terms applicable to Supplier Call Plan shall be set out in the service description, as amended from time to time and provided to Client. Client shall use Supplier Call Plan in accordance with Supplier’s instructions as set out in the service description.

Client agrees that its network infrastructure, including LAN and WAN, shall meet the requirements as defined in the service description (Customer network minimum requirements guide)

  1. Emergency Call Services.
    1. Client obligations

Client shall provide Supplier with all information necessary to enable the Emergency Call Services, including but not limited to the name and the complete address of each User. Client authorizes Supplier to disclose Users name, telephone number, Address Declared and other relevant identifying information to third-party service providers, including without limitation, call routers, call centers and PSAPs, for the purpose of dispatching emergency services personnel to User location. Client represents and warrants that the information provided about the User’s location as tied to the DID is correct, accurate and complete as of the deployment date and corresponds with the actual address of the User based on official documents (“Address Declared”). Client acknowledges that an oral confirmation of the physical location might be required by the agents of Emergency Services Centers.

Client agrees to provide Supplier written notice of any change of such information in a timely manner in order to ensure the accuracy of the relevant Emergency Call Services database and shall be solely responsible for any consequence caused by failure or delay in providing or updating the information.

Client acknowledges that Supplier will not be able to convey calls, including Emergency calls if the information is not provided in accordance with this clause.

Client acknowledges that in case of modification of the Users information, Supplier will modify it as soon as possible and within ten (10) business days from the request. It is Client’s sole responsibility to take into account this timeframe as, during this period, the Emergency Call Services will only be available for the concerned User number based on the previously provided Users information. It is Client’s liability and responsibility to inform Users beforehand of this temporary unavailability and to obtain their enlightened consent.

CLIENT SHALL BE RESPONSIBLE TO PROVIDE EACH USER WITH AN ACKNOWLEDGEMENT OF ANY EMERGENCY CALL SERVICES LIMITATION IN WRITING PRIOR TO USER’S FIRST USE OF THE SERVICES.

  1. General rules

Supplier provides Emergency Call Services in accordance with the conditions set forth in the Contract and as may be described in the applicable Service Description.

Client recognizes and acknowledges that the Emergency Calls Services are limited to Users: (i) with a geographical address located in one of the Available Countries; (ii) with a DID corresponding to the national and local dialing plan of the country where the User is declared; and (iii) who are, when dialing to reach an Emergency Service Center, physically located at the Address Declared.

Should Users use the Service in a manner which does not comply with the above conditions, Supplier shall not be held responsible for any consequences due to the unavailability of the emergency calls routing and Client shall hold Supplier, Supplier’s representatives and employees harmless for any and all costs and consequences due to losses, damages or other injuries (including personal injury or death) incurred by Users or a third party as a result of the Emergency Call Services limitations. Client acknowledges and agrees that Supplier may rely on a third party for the routing of Emergency Calls.

Client recognizes and agrees that when a User uses the Emergency Call Services, the CLI is unconditionally displayed to the Emergency Services Center and Client agrees to inform its Users of such display.

Client acknowledges that the functionality of all VOIP services, including Emergency Call Services may not function correctly  or at all, (i) in case of occurrence of a force majeure event as defined by the applicable law; (ii) in the event of absence of electrical power, access to the Internet, network congestion or outage that is outside the control of Supplier, its suppliers or its network operators, misconfiguration of Client’s network, equipment malfunction or other general failures associated  with the VOIP services. These events may require that Client or its Users reset or reconfigure equipment in order to re-establish the VoIP service and the availability of the Emergency Call Service; or (iii) if the Emergency Services Center does not promptly or properly answer or route the call or if errors or omissions are made by the Emergency Services Center or the local exchange carrier servicing the Emergency Services Centers.

Client agrees that Supplier, its suppliers and Supplier’s network operators shall not be held liable for any damages directly resulting from situations or similar situations as mentioned above.

Client understands and acknowledges that the use of the VOIP telephony services from a location other than the Address Declared (“Nomadic Usage”) is possible but does not permit to supply Emergency Calls Services. Client shall therefore (i) inform its Users at the time of subscription about the non-availability of the Emergency Call Services in case of a Nomadic Usage of VOIP telephony services; and (ii) clearly inform the Users at the time of subscription that each User must use another communication mean for reaching Emergency Service Centers when located at a different address than the Declared Address.

SUPPLIER RECOMMENDS CLIENT TO ENSURE USERS HAVE ACCESS TO A REGULAR TELEPHONE LINE ENABLING ROUTING OF EMERGENCY CALLS WHEN NOT PHYSICALLY LOCATED AT THE ADDRESS DECLARED.

  1. USA specific rules
    1. Different routing solutions

Client acknowledges that different routing solutions of the emergency calls shall be used due to national applicable law regarding the Emergency Services Centers. Client therefore agrees that the following limitations to the Emergency Call Service features shall apply:

1/ If the address of User is not validated due to errors (for example a post code that is not matching the street name), then the correction of these errors shall not be done in real-time. The Emergency Call Services may therefore not be correctly supplied when the correction is being made.

2/ if the primary method of routing of emergency calls is not available for the entire territories of United States or Canada, Supplier and its underlying suppliers shall therefore use a second routing solution according to the applicable regulatory framework. Client understands and agrees that the following limitations to Emergency Call Service features will apply in case the emergency call is routed via this second solution:

When the User places the emergency call, this may be routed to an Emergency Services Center other than the Emergency Services Center that would normally receive the emergency call placed from the User location.

The User physical location and CLI will not be presented to the Emergency Services Centers.

If the User cannot speak, no information will be provided to the Emergency Services Centers in order to contact Supplier to obtain information that could allow them to dispatch emergency services to the User's location.

  1. Differences with traditional 911 emergency services

VoIP service allow people to make or receive telephone calls over the Internet to or from the public switched telephone network. The nature of VoIP telephone calls, while appearing similar to traditional telephone calling services, creates unique limitations and circumstances, and Client understands and agrees to the differences between traditional telephony service and VoIP telephony services. Client also understands and agrees that VOIP telephone services may not provide the most timely or accurate location data if used for the Emergency Call Services, and there are certain circumstances under which the Emergency Call Services may not be available through VOIP telephony services or may be limited by comparison to traditional 911 service. Such circumstances include, but are not limited to, relocation of the User's IP-compatible Customer Premises Equipment [CPE] (i.e. laptop, PC, IP Phone, etc.), use by the User of a non-native telephone number, broadband connection failure, loss of electrical power, and delays that may occur in making an Address Declared available in or through the Automatic Location Information (ALI) database. Supplier will not be liable for such resulting errors or delays.

Clients acknowledges and agrees that it is solely responsible for informing its Users of the differences between traditional telephony service and VoIP telephony services, including the lack of traditional 911 emergency services. Prior to establishing access to the Services for User, Client must provide Users with a telephone warning "stickers" (the text of which is available at http://terms.Arkadin.com/e911_warning_stickers.pdf) and directions to place the sticker on or near the User VoIP telephone. Client must annually provide all Users with reminders of the 911 service limitations and stickers and directions to place the sticker and reminder on or near the User’s VoIP telephony. If Client or its Users are not comfortable with the limitations on VoIP 911 dialing, Client and Users should have an alternative means of accessing traditional 911 services.

  1. Placing 911 calls

When a 911 emergency call is made, VOIP telephony services will attempt to automatically route the 911 call through a third-party service provider or call center that will then route the call to a Public Safety Answering Point based on registered address information provided by the Client. This third-party service provider is different from the PSAP that would answer a traditional 911 call which has access to automatically generated user address information. Consequently, User may be required to provide the User name, address, and telephone number to the third-party service provider answering the 911 call. The VOIP telephony services will attempt to automatically provide the PSAP dispatcher or emergency service operator with the registered name, address and telephone number associated with the Client account and associated phone number from which the call is made. However, for technical reasons, the dispatcher receiving the call may not be able to capture or retain User’s name, phone number, or physical location. Therefore, when making a 911 emergency call, User must immediately inform the dispatcher of his or her location (or the location of the emergency, if different). If the User is unable to speak, the dispatcher may not be able to locate the User if the location information associated with the Client account and associated phone number is not up to date.

  1. Disconnections

Users must not disconnect the 911 emergency call until told to do so by the dispatcher as the dispatcher may not have the User’s number or contact information. If the User is inadvertently disconnected, the User must call back immediately.

  1. Connection Time

For technical reasons, including network congestion, it is possible that a 911 emergency call will produce a busy signal or will take longer to connect than a traditional 911 call.

  1. Liability

CLIENT ACKNOWLEDGES AND AGREES THAT EXCEPT FOR ANY CLAIM, LOSS, FINE, PENALTY OR COST, DEATH, DAMAGE TO PERSONS OR PROPERTY CAUSED BY SUPPLIER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER SUPPLIER, ITS UNDERLYING CARRIER(S), NOR ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF EMERGENCY CALL SERVICES OR IN RESPONDING TO EMERGENCY CALLS, NOR THEIR OFFICERS OR EMPLOYEES, MAY BE HELD LIABLE FOR ANY CLAIM, LOSS, FINE, PENALTY OR COST, DEATH, DAMAGE TO PERSONS OR PROPERTY (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) ARISING OUT OF, OR RELATING TO THE 911 SERVICES. Client hereby waives any and all such claims or causes of action, arising from or relating to the provision of all types of Emergency Call Services to Client except for any claim, damage, loss, fine, penalty or cost caused by Supplier’s gross negligence or willful misconduct. Client further agrees and acknowledges that it is indemnifying and holding harmless Supplier and/or its underlying carriers from any third party claim or action for any caller placing such a call without regard to whether the caller is an employee/consultant or customer of Client to the extent that such third party claim is not caused by gross negligence or willful misconduct of Supplier or its underlying providers.

  1. Legal Terms. With respect to Supplier Call Plan, Supplier's aggregate liability to Client, its representatives, employees, agents, consultants or officials shall be limited, all damages and service credits included, to three (3) times the monthly average of the sums invoiced by Supplier to Client from the signature date of the SOF until the date of the event giving rise to the damage, in respect of the Services from which such damage originated. This limitation of liability is overall and not per-incident.
  2. Fair Use. The Services are subject to a fair use policy designed to prevent fraud and abuse of the Services. The fair use policy is provided to Client in the SOF. Client shall inform the calling users accordingly and shall ensure their compliance thereof. Should a calling user exceed the limits provided in the fair use policy, Supplier shall inform Client and Client shall adjust the calling users’ use of the Services.

 

  1. COMMON AND SPECIFIC TERMS APPLICABLE TO SUPPLIER SERVICES (CCA-SUPPLIER SERVICES AND CALL PLANS) AND BROADCLOUD SERVICES
    1. Service Description. The Service and offer description applicable to the Cisco Webex Services including CCA-Supplier,  Supplier Call Plans for Cloud Telephony and BroadCloud Services is set out in the service description available at http://terms.Arkadin.com/Cisco-Webex-provided-by-Arkadin-Service-Description.pdf.
    2. Limited License. In connection with the Services, during the Term of the Contract, Cisco and/or Supplier, as applicable, hereby grants Client a non-exclusive, non-transferable (except as specified in the Contract) license to use the Software, as required to provide Client such Cisco Cloud Services for Collaboration Technology offers for the period defined in the applicable SOF, for Client’s own internal business purposes.
    3. License Restrictions. In connection with the license grant set out in this Contract, to the extent permitted by law: (a) Client agrees that it will not:  (i) use, copy, reproduce, replicate, distribute, sell, transfer, assign, license or sublicense the Software, in whole or in part, or any component thereof except as expressly set forth in the Contract; (ii) use the Software on hardware for any unauthorized purpose, attempt to create any derivative version thereof, or de-compile, decrypt, reverse engineer, disassemble or otherwise reduce Software to human-readable form; and (iii) remove any proprietary markings or notices of any proprietary rights set forth on Software; (b) Client acknowledges and agrees: (i) it will only use Software and any component thereof in connection with the Services; (ii) Cisco and/or Supplier or their subcontractors or suppliers, as the case may be, retain all ownership and intellectual property rights in the Software and any components thereof; (iii) the Software may include source code from third parties; (iv) third party technology that may be appropriate or necessary for use with the Software is specified in the service description and such third party technology is licensed to Client only for use with the Software; (vi) Client will not publish any results of benchmark tests run on the Software or any component thereof. 
    4. Intellectual Property. The issuance by Supplier of PIN codes, passwords and telephone numbers or the access or the use of the Services or part thereof shall imply no transfer of ownership to Client or to Users.
    5. Intellectual Property Rights Infringement Indemnification. Subject to any limitation and restrictions set out in the Contract, Supplier indemnifies, defends (or, at its discretion, negotiates and settles) and holds harmless Client against  any action brought against Client on the grounds that any Software or Service or the use thereof, infringes the intellectual property rights of a third party, to the extent that such action is not attributable (i) to the use of the Software or the Service other than in compliance with the provisions of the Contract, (ii) to the combination of the Software or the Service with one or more services not supplied by Supplier or Cisco, or (iii) to the use of an outdated version of the Software despite an updated version having been supplied by Supplier, or (iv) to modifications or additions made to the Software or Service upon request from Client; and to the extent that and provided that Client shall (i) inform Supplier immediately in writing and cooperate reasonably with Supplier for the purposes of defending against such action and (ii) not negotiate or settle with the third party having brought the action for infringement. Supplier shall manage and control the defense. Supplier shall be liable, under the aforementioned terms and conditions and in the event of a sentence determining that the Software/Service infringes the third party’s intellectual property rights, for all damages or payments to which Client would be sentenced on this basis by a final judgment. Supplier may, at any time, at its discretion and at its expense, (i) either obtain for Client the right to continue the use, (ii) modify or replace the infringing Software or Service with non-infringing Software or Service, or (iii) cancel all or part of the Services relating to the infringing Software or Service.
    6. Audit. Supplier and/or Cisco shall be entitled to conduct, at its respective expense, ad-hoc audits on the declarations of use made by the Users of the Services in order to ensure Client’s compliance with the Contract. Such audits may be conducted remotely or on Client's premises. Supplier shall inform Client with a ten (10)-day written notice prior to the audit conducted on Client’s premises and shall provide the purpose and agenda of the audits. Audits shall be conducted during Client's working hours then applicable at its relevant premises and an audit report shall be provided to Client after completion of the audits. Client agrees to remedy any non-compliance within ten (10) days after the audit report is provided to Client.
    7. Service Use Policy Client undertakes to ensure that the Moderators comply with a use of the Service limited to one meeting at a time. In this clause, “Named License” refers to any individual license ordered by Client for a named Moderator.

The identification of the Moderator with a Named License shall be unique, associated to such Moderator and shall in no event be generic. Named License shall not be shared or assigned. Any request for a transfer between Moderators shall be subject to Supplier’s prior and written authorization.

Any unauthorized use and/or any Moderators’ use above the limits of the fair use shall be billed by Supplier according to the rates set out in Supplier's then current price list, which Client expressly accepts.

  1. Limitation of capacity. Client shall inform the Moderators of the limitation of capacity applicable to the Named License as mentioned in the relevant SOF. Such limitations apply to all the Users using simultaneously the Services at a given conference, i.e. Participants and Moderators.
  2. Territories. Client agrees that Cisco Webex, including BroadCloud Calling Services, is only available in the countries listed at http://cs.co/geos.

 

Supplier Call Plan, as described in the Supplier Call Plan Service Description, shall be provided by Supplier only in the Available Countries as listed in said Service Description. Regardless of the location where Client decides to use the telephony services, Client will be responsible to comply with all applicable laws and regulations and shall obtain all applicable permits and licenses in connection with such use. Client hereby releases Supplier and its providers from any and all liability, losses or damages which may arise from Supplier and its providers’ disabling or disconnection of any of User’ services due to the failure of Client to comply with its obligations under the present article. The expression “Available Countries” shall refer to the countries where the Services are available.

  1.  Support. The technical support associated to Supplier Call Plan shall be provided by Supplier according to the terms set out in the service description and/or at https://www.Arkadin.com/support/global-support-details.. Client understands and agrees that “Service Support section” in the Cisco Cloud Services for Collaboration Technology service description shall not be applicable to the Services provided by Arkadin. The technical support associated to Cisco Cloud Services for Collaboration Technology shall be operated by Arkadin globally and not by Cisco. Additional information on support Services powered by Arkadin is available at https://www.Arkadin.com/support/global-support-details