Terms and Conditions – June 27, 2013
SafeSoft Solutions Customer Terms and Conditions
These SafeSoft Solutions Customer terms and conditions (together with all addenda specified herein the “Terms and Conditions”) are incorporated into that certain invoice (“Invoice”) executed by the customer identified on the Invoice (“Customer”) . Collectively, the Invoice and these Terms and Conditions are referred to herein as the “Agreement” made by and between SafeSoft Solutions, Inc., with its principal place of business at 20950 Warner Center Lane, Building A Woodland Hills, CA, 91367 (“SafeSoft”), and Customer. SafeSoft and Customer each may be referred to as a “Party” and collectively as the “Parties.” Once payment is made by you for the services provided by SafeSoft, this Agreement is a binding legal agreement that governs the relationship between SafeSoft and Customer relating to the services being provided. This Agreement shall be effective as of the date set forth on the Invoice (“Effective Date”). In the event of any conflict between the terms of the Invoice and these Terms and Conditions, the Terms and Conditions shall control unless otherwise specified in these Terms and Conditions. This Agreement is limited to the scope of the services ordered by the applicable Invoice and additional services ordered by the Customer via the “Customer Admin System” (and its successor page), and shall not be applicable to any invoice for other services which may be executed between the Parties. Any capitalized terms not defined in the Invoice shall have the meaning given such terms herein.
Billing Date means thirty (30) day cycles, determined by the day of the month that Customer initially signed-up for and SafeSoft Services the relevant SafeSoft Services. By way of example and for purposes of clarification, if Customer initially activated their service and respective Seats on the 5th of the month, and then activated additional Seats on the 10th of the month, then thirty (30) days after the 5th of that month (the initial activation month) will be considered one billing cycle, even if various Seats were activated during that billing cycle. Accordingly, if Customer signed up on March 5th, March 5th to April 4th will be considered one billing period since that constitutes thirty (30) days. Any Seats activated, for example, on March 10th, will be billed on a prorated basis during this same period.
Customer Admin System means the digital location (e.g., the Internet) through which Customer can order additional SafeSoft Services and perform certain functions to maintain Customer’s accounts with SafeSoft.
Customer Equipment means any and all software, databases, desktops/PCs, bandwidth connectivity, firewall/router, network configuration, internal network equipment, and any other requirements details in Addendum A. Customer must meet or exceed all required Customer Equipment for the proper and effective activation and installation of any SafeSoft Services.
Dial-In Service means a service option that will allow Customer to use the SafeSoft Services using a land line, rather than Customer’s Internet connection, providing Customer an option that could minimize its bandwidth usage.
Inbound Service means the ability of Customer to receive incoming calls to its call center and/or place of business. Customer may use the Inbound Service offered by SafeSoft to handle incoming calls by its customers or potential customers.
Predictive Dialer means a dialer that is a computerized system that automatically dials batches of telephone numbers for connection. The Predictive Dialer is part of the SafeSoft Services licensed to Customer.
Proprietary Materials means all patents, copyrights, design rights, trademarks, service marks, trade secrets and other proprietary rights, including but not limited to intellectual property rights owned or licensed by SafeSoft. SafeSoft retains exclusive ownership of its Proprietary Materials.
SafeSoft Services means each service option that, during the term of this Agreement, SafeSoft provides and Customer orders, including without limitation the VCC, Dial-In Service, Voice Broadcasting Service and Soft Phone.
Seats means one login, such login and use limited to 8 hours per day. A Seat can be activated by Customer so that Customer’s assigned employee(s) may use the SafeSoft Services, and any other related services, in order to make necessary sales, marketing or general calls on behalf of Customer. Customer may activate one or more Seats, depending on Customer’s business needs, consistent with this Agreement and any attachments hereto, however, one Seat may be used no more than 8 hours in any 24 hour period. If Customer requires more than 8 hours then Customer must activate additional Seats.
Soft Phone means a service option that consists of a software program that is used to make telephone calls over the Internet using a general purpose computer, rather than using dedicated hardware. A Soft Phone is designed to behave like a traditional telephone, using voice over IP technology to process telephone calls.
Virtual Call Center or “VCC” means the software, hosted on server(s) owned and/or managed by SafeSoft that enables the user to process data to deliver a text or voice message by telephone to a list of recipients that has been created and input by the user. The VCC is proprietary to SafeSoft and is protected by intellectual property laws and international intellectual property treaties.
Voice Broadcasting means a pre-recorded message to phone numbers provided to SafeSoft by Customer that are numbers of individuals and/or entities from which Customer has explicit consent in order to contact and/or with which Customer has a prior existing business relationship, under which such consent has been established. All Voice Broadcasting shall be subject to a per minute price, based on the option selected by Customer.
2. License: Software
a. License Grant. SafeSoft hereby grants a non-exclusive, revocable, non-transferable license to Customer to access to the SafeSoft Services SafeSoft Services to be used by Customer solely for Customer’s lawful business purposes, such use at all times to be in compliance with the Agreement. Access and use by Customer shall be permitted only for the number of Seats specified in the relevant Invoice(s) and at all times in compliance with the Agreement. Neither this Agreement nor any actions by SafeSoft constitutes a transfer of title to any SafeSoft Services, including without limitation its underlying software and/or features and functionality and no sale of the software occurs as a result of the Customer entering into this Agreement.
b. License Restrictions. Customer agrees not to: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the SafeSoft Services available to any third party in any way; (ii) permit access to and/or use of the SafeSoft Services by more than the Seats specified in the relevant Invoice(s); (iii) modify, or make derivative works based upon, the SafeSoft Services, (iv) access the SafeSoft Services for any purpose not expressly authorized in this Agreement, including without limitation to develop a competitive product; (v) reverse engineer the SafeSoft Services or any other services provided by SafeSoft; and/or (vi) use the SafeSoft Services in a manner that (A) violates any terms of the Agreement; otherwise conflicts with the general intent of this Agreement and/or (B) would violate SafeSoft’s intellectual property rights.
3. Customer Equipment. In order for SafeSoft to be able to properly, effectively and timely implement the SafeSoft Services, Customer must ensure that it meets or exceeds the Customer Equipment requirements detailed in Addendum A. Although SafeSoft is not obligated to do so, SafeSoft may assess Customer Equipment to establish equipment suitability for use of SafeSoft’s services. Customer agrees to cooperate with SafeSoft staff during this assessment. It will be Customer’s responsibility to adjust and/or otherwise optimize the Customer Equipment, whether the result of such assessment or otherwise, in order for implementation of the SafeSoft Services. Because the ownership and maintenance of Customer Equipment are the responsibility of Customer, and may change over time due to unforeseen circumstances, the assistance of SafeSoft staff in evaluating and/or making recommendations are not a guarantee or warranty, expressed or implied, that the Customer Equipment is or will be suitable to utilize the SafeSoft Services. In the event that after assessment by SafeSoft staff the Customer Equipment is deemed to be unsuitable, then Customer will have the option to upgrade the Customer Equipment, per SafeSoft’s recommendations, or to cancel this Agreement prior to activation of the SafeSoft Services. Customer agrees and acknowledges that Customer shall have no right to any refund and shall be liable for payment for the SafeSoft Services in accordance with this Agreement and shall be responsible for cancellation of its account in accordance with this Agreement.
4. Term and Cancellations
a. Effective Date. This Agreement commences on the Effective Date, and will remain in effect consistent with the terms of the Agreement. Either Party may terminate the Agreement by giving seven (7) days notice prior to the end of the Customer‘s Billing Date. Notice must be in writing by fax, certified mail, mail with return receipt request or to the authorized person, with confirmation of receipt.
b. Automatic Renewal. In the event that Customer does not give written notice at least seven (7) days prior to the expiration of the then Billing Date, the service will automatically renew for an additional month, and Customer will be liable for any and all payments due per the terms of their selected service(s). In the event that Customer has activated Seats at various days of the month, the seven (7) day cancellation policy shall continue to apply to the initial activation date, determined by the Billing Date. For purposes of clarification and by way of example, if Customer activates 3 initial Seats on September 5th, and then on September 10th activates an additional 5 Seats, then if Customer gives proper notice before or by September 28th, then the Seats activated on September 5th and on September 10th will not renew, since the cancellation notice was within seven (7) days of the original activation date of the 5th of the month. However, if in the same example above, Customer gives a cancellation notice on October 4th instead, then the Seats activated on September 5th and September 10th will renew for an additional thirty (30) day period since the cancellation was not within seven (7) days of the Billing Date. Any pre-paid services may not be cancelled prior to the expiration of the pre-paid term.
c. Cancellations. Any and all cancellation by Customer must be consistent with the cancellation terms detailed in this Agreement. SafeSoft reserves the right to suspend or terminate this Agreement for any actual, material or alleged breach or violation of this Agreement by Customer or by a legitimate request of a government agency. A breach by Customer may include, without limitation delinquent payments by Customer, violation by Customer of local, state or federal laws, rules and regulations, activity by Customer that SafeSoft reasonably believes will cause harm to SafeSoft, other SafeSoft customers and any other third party, and/or actions by Customer that SafeSoft reasonably believes is a security risk for SafeSoft, other SafeSoft customers and/or any other third party. In the event that Customer is in breach of the Agreement due to a late payment, regardless of the cause of the delinquency or the amount delinquent, then SafeSoft may cancel this Agreement or temporarily suspend Customer’s account until such time that Customer pays any and all delinquent charges and fees owed. Customer will be responsible for all and any related fees and costs incurred by SafeSoft as a result of the delinquency. SafeSoft also reserves the right to apply any deposits or other amounts paid to SafeSoft by Customer towards the delinquent charges and fees and related fees and costs. In the event that SafeSoft takes any action to collect payment or to enforce any provision of this Agreement, Customer agrees to pay all costs of such action or suit incurred by SafeSoft, including reasonable attorney’s fees and any interest on any unpaid amount.
5. Accessibility and Maintenance
a. Activating Seats, etc. Upon the Effective Date of this Agreement, Customer may activate Seats by contacting SafeSoft or via a Customer Admin System. Customer may log on to its appointed Customer Admin System, and will have the option to activate as many Seats as necessary for the applicable fees and charges. Customer may log-in as frequently as necessary, and may activate one or more Seats, each log-in time, via the Customer Admin System.
b. Scheduled Maintenance. SafeSoft will, from time to time, conduct scheduled and necessary maintenance and upgrades to the SafeSoft Services, and therefore, they may be inaccessible or inoperable. SafeSoft will use commercially reasonable efforts to perform maintenance in a timely fashion so that services may be restored in a timely fashion. However, Customer understands that some maintenance might be more extensive than others, and might take more time to implement and complete.
c. Outages. Customer understands that, from time to time, the SafeSoft Services and other related services may be inaccessible or inoperable due to reasons such as the operation of Customer Equipment, telecommunications and network connections and/or causes that may include, without limitation, electrical shortages, blackouts, acts of war or terror, civil disturbance, acts of god or nature, strikes, national emergencies, or acts of any court or government. SafeSoft will have no liability for such disruptions or the consequences thereof.
a. Initial Payment(s). Upon execution of this Agreement and prior to activation of services, Customer must pay SafeSoft for all charges and fees due, consistent with the Service Order Agreement, prior to the activation of the SafeSoft Services and any other services. Any and all payments due must be made by cash, check, wire transfer of immediately available funds or by credit card. SafeSoft will not activate and/or deliver any service in advance of payment. In addition to receiving payment, SafeSoft must have on file a fully executed credit card authorization form, prior to activating the service(s).
b. Subsequent Payment(s). While the initial payment may be made to SafeSoft by a payment method other than credit card, the renewal of Seats, activation of any additional Seats and/or activation of any service by Customer subsequent to the Effective Date of this Agreement will be billed to the credit card on file. In the event that Customer desires to pay via an alternative payment method, then Customer must make advance arrangements with SafeSoft. SafeSoft may, in its sole discretion, choose to decline any such alternative payment methods. If SafeSoft accepts the receipt of an alternative payment method, it will be Customer’s sole responsibility to ensure that any such alternative payment method (i.e. check or wire transfer) is delivered to SafeSoft in time in order to ensure the timely renewal and/or activation of any Seat and/or service. SafeSoft will not be responsible for any Seat and/or service that is cancelled and/or not activated due to it not receiving funds via the alternative payment method in a timely fashion by Customer.
i. Renewal Payment(s) for Already Activated Seats. Generally, unless as otherwise stated in this Section, the credit card that Customer has on file with SafeSoft, will be charged the applicable amount, consistent with the Seats that are up for renewal on the Billing Date. All Payments due for the renewal of Seats will be due on this date.
ii. Activation of New Seats. Generally, unless as otherwise stated in this Section, the credit card that Customer has on file with SafeSoft will be charged the applicable amount for the activation of new Seats. Customers that are on a month to month Agreement may activate additional Seats via the Customer Admin System.
Any renewal charges for the subsequently activated Seats shall be prorated and subsequently billed based on the Billing Date. For purposes of clarification and by way of example, if Customer elects an unlimited month to month plan and the Effective Date is March 1 (the date that SafeSoft receives the fully executed Agreement and attachments) and on March 1st Customer elects to activate 2 Seats, then three-hundred and ninety eight dollars ($398) will be due on March 1st to SafeSoft (2x$199). If Customer activates one additional Seat on March 20th (after 2 Seats were already activated on March 1st), then Customer shall be billed the prorated amount for this Seat, prorated from the activation date of the Seat to the Customer’s initial Billing Date. Accordingly, Customer shall be billed approximately sixty-six dollars ($66.00) for this Seat (March 20th to March 31st). Customer will be charged the full monthly dollar amount of all activated Seats on April 1st, the anniversary of their Billing Date. The per Seat cost in the foregoing example is applicable to an unlimited month to month plan, and will vary depending on the respective plan and service Customer selects.
c. Past Due Balances. In the event that Customer is past due on any balance due, whether because their credit card is declined or otherwise, Customer will be subject to:
i. An interest charge of 1.5% per month for all past due sums
ii. Suspension or cancellation of their account for SafeSoft Services, and potential liability for any and all costs and fees SafeSoft incurs in attempting to collect past due balances, including costs and attorney’s fees.
d. Collection of Fees. In the event that Customer is past due on any balance due, SafeSoft may at its discretion give Customer reasonable time to cure the delinquency, in addition to paying any and all interest accrued on the past due balance. However, if Customer does not cure the delinquency and make such payments in the time specified by SafeSoft, then SafeSoft may, at its discretion, exercise any and all legal collection rights to collect all past due balances, in addition to accrued interest and costs and fees incurred by SafeSoft in its collection efforts, as well as any other remedies SafeSoft may have at law or in equity.
e. Method of Payment. Consistent with this Section, Customer shall pay SafeSoft by placing on file a credit card to be charged for the designated services. However, in the event that Customer desires to designate a new credit card, then Customer must comply with Sections (i) to (iii) below:
i. Give SafeSoft timely written notice of its intent to change its method of payment.
ii. Provide SafeSoft with a fully executed credit card authorization form, that will be provided by SafeSoft to Customer, once SafeSoft receives the written notice.
iii. In the event that SafeSoft does not receive the notice in a timely fashion and therefore has yet to process the request, and as a result Customer’s on- file credit card is declined, SafeSoft shall not be held liable for the suspension or termination of Customer’s service(s).
f. Per Minute Charges. For any SafeSoft Services and/or services that are billed on a per minute basis (including, for example, all orders for more than ten (10) Seats), SafeSoft will bill them on a 12/6 basis. If a call is less than twelve (12) seconds, then the call will be billed for a total of twelve (12) seconds. If a call is longer than twelve (12) seconds, then the call will be billed for twelve (12) seconds and then in increments of six (6) seconds. For purposes of clarification and by way of example, if a call lasts fourteen (14) seconds, then the Customer shall be billed for eighteen (18) seconds (12 seconds plus 6 seconds).
g. Per Minute Rates. The per minute rates set forth in the Invoice shall be used for your account. If there is any doubt, and unless otherwise specified in the Invoice, these rates apply only to the forty-eight (48) continental states, i.e., excluding Hawaii and Alaska. These rates do not apply to Canada or other countries. In some rare cases, if an area code carries excessively high per minute rates, SafeSoft may, at its reasonable discretion, restrict access. If such restriction applies, then Customer may call numbers in the restricted area code by making arrangements in writing with SafeSoft to pay the applicable charges for such area codes.
h. Extending Credit. SafeSoft may, at its discretion, extend Customer credit for services to be provided or already provided, wherein Customer agrees to receive and pay for services that it has not yet paid for and/or provided credit card authorizations for. In the event that Customer desires to receive such credit by SafeSoft, it must fill out and provide the requested information in the Service Order Agreement. SafeSoft will review and check Customer’s creditworthiness, and will decide, at its sole discretion, to extend such credit to Customer. In the event that such credit is extended by SafeSoft, Customer must pay SafeSoft within fourteen (14) days after any demand for payment is made by SafeSoft. If payment is not made, SafeSoft will, at its discretion, terminate any and all services provided to Customer, and will exercise other rights detailed in this Section, and per applicable law.
i. Taxes. All fees and rates detailed in this Agreement for services provided by SafeSoft are inclusive of any and all required taxes that SafeSoft must pay to the applicable governing agencies such as, without limitation, the Universal Service Fee Tax.
j. No Refunds. Customer hereby acknowledges and understands that SafeSoft does not provide any refunds or credits for any services provided to Customer, except as specified elsewhere in this Agreement and any and all payments to SafeSoft are considered final.
7. NO SERVICE WARRANTY.
CUSTOMER EXPRESSLY AGREES AND UNDERSTANDS THAT SAFESOFT DOES NOT WARRANT THAT THE SafeSoft Services WILL BE UNINTERRUPTED OR THAT ALL COMMUNICATIONS WILL BE DELIVERED,
NOR DOES SAFESOFT MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SafeSoft Services SERVICE. SAFESOFT MAKES NO OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SafeSoft Services.
8. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES SHALL SAFESOFT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LOSS, DAMAGE OR LIABILITY RELATING TO: (A) LOSS OR CORRUPTION OF DATA; (B) INABILITY TO ACCESS THE SafeSoft Services; (C) PERFORMANCE RELATED DELAYS; (D) COMPUTER VIRUSES; (E) LOSS OF BUSINESS DUE TO INOPERABILITY OR PERFORMANCE OF SafeSoft Services; (F) NON-DELIVERY OR MIS-DELIVERY OF COMMUNICATIONS; (G) THE NEGLIGENT ACTS OF OTHER SAFESOFT/SUBSCRIBERS; (H) ANY DEFECTS, FAILURES, ERRORS, OMISSIONS OR MISSTATEMENTS IN ANY AND ALL INFORMATION DELIVERED BY OR PROVIDED FOR DELIVERY BY THE SafeSoft Services SERVICE; AND (I) LOSS OR LIABILITY RESULTING FROM ACTS BEYOND SAFESOFT’S CONTROL.
Customer agrees to indemnify, hold harmless and defend SafeSoft, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) Customer’s breach of this Agreement; (b) Customer’s unauthorized use of the SafeSoft Services, including any information, communication, data or work that Customer provides in connection with use of the SafeSoft Services; (c) libelous, slanderous, indecent or other statement concerning any person made or republished by Customer; (d) any violation of federal, state and/or local law related to, arising out of or connected with Customer’s use of the SafeSoft Services. SafeSoft has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer pursuant to this Section. SafeSoft agrees that it shall give Customer reasonable notice of any claim, threatened or made, or suit instituted against it that could result in a claim for indemnification. SafeSoft agrees that in the event that indemnification is sought under this provision, SafeSoft shall furnish Customer, upon request, all information and assistance available to SafeSoft for defense against any such claim, suit, or demand.
10. Compliance with Law.
Customer assumes all liability and responsibility for use of the SafeSoft Services in compliance with any federal, state or local laws, rules or regulations pertaining to the use of telephones, email, fax, automated telephonic equipment and other telephony and telecommunications products and services. Limitations may include but are not limited to: commercial solicitations; advertisements; delivering artificial or prerecorded telephonic messages to homes, businesses, hospitals, cellular phones or paging systems without the prior consent of the called party; and restrictions on the time of day in which such calls are permissible. A violation of any such laws may result in substantial penalties and other sanctions. Any person intending to use the SafeSoft Services for solicitation purposes and/or for any other purpose regulated by federal, state or local laws should consult with his or her own legal counsel, prior to entering into this Agreement to determine the extent of permissible activities. Customer agrees that SafeSoft will not be responsible for Customer’s use of the SafeSoft Services and other Services. Customer warrants that it is aware of and will comply with all applicable laws, including, without limitation, the Telemarketing and Consumer Fraud and Abuse Prevention Action (TCFAPA), the Telemarketing Sales Rule (TSR) and any and rules, laws or regulations of the Federal Trade Commission (FTC) that are relevant, as detailed on the FTC website, http://www.ftc.gov/. Customer agrees to assume responsibility for all costs and expenses of any kind, including reasonable attorneys’ fees, incurred by SafeSoft in connection with or related to any actual, alleged or threatened violations by Customer of federal, state or local law.
Customer is responsible for compliance with all laws and regulations, including any changes to such laws and regulations.
11. Ownership Rights.
Except for the revocable term license and right to use the SafeSoft Services and other Services granted by SafeSoft in Section 2 of this Agreement nothing in this Agreement shall convey, transfer or assign any right, title or interest in any Proprietary Materials of SafeSoft.
12. 911 Emergency Services.
Customer understands and acknowledges that SafeSoft Solutions does not and is not required to provide emergency (911) services. Emergency services are defined as services that connect a user to emergency services personnel or a public safety answering point (“PSAP”), pursuant to applicable regulatory requirements. In the United States, Emergency Service is provided by dialing the digits “911″ on a wired or a wireless telephone. Services provided by SafeSoft do not permit the dialing of “911″ or any other emergency telephone numbers. SafeSoft services are not telephone or telecommunications services that can provide a connection to emergency services personnel or a PSAP under any circumstances. Therefore, Company must have access to telephone or other telecommunications services to make an Emergency Service call.
a. Governing Law. This Agreement shall be governed by the laws of the State of California and the United States without reference to conflicts of laws. Customer hereby agrees to the exclusive and personal jurisdiction of courts sitting in Los Angeles County, California.
b. Modifications. SafeSoft may, at any time, modify the terms of these Terms and Conditions by posting new terms for access by Customer or by communicating such changes to Customer by email. In the event that a modification is unacceptable to Customer, Customer may elect to then terminate this Agreement consistent with the cancellation terms of this Agreement. In the event that Customer is in the middle of a term when such modification by SafeSoft, then the respective modification(s) will take effect upon the renewal of the next term.
c. Waiver and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by SafeSoft shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable law, the balance of the Agreement shall remain enforceable.
d. Survival. Sections 7, 8, 9, 10, 11, 13(a) and 13(f) shall survive any termination or expiration of this Agreement.
e. Assignment. SafeSoft is licensing and granting access to the SafeSoft Services and any other Services to Customer, and accordingly Customer may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of SafeSoft. Any attempted assignment without such prior written consent shall be void, and will be considered a material breach of this Agreement.
f. Attorneys’ Fees. In any legal action at law or equity that is brought by one of the parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
g. Notices. All notices given per this Agreement must be in writing and shall be deemed as given: (i) three (3) business days after said notice is placed in the mail with the United States Postal Service, with a tracking number, first class postage prepaid, or (ii) two (2) business days after said notice is mailed via a reputable carries such as FedEx, or (iii) upon receipt of a facsimile or (iii) upon confirmed receipt of an email. Any notice given by Customer, including without limitation, notices of cancellation of service, must comply with the above and Customer must be able to provide proof of delivery of any notice give, otherwise the notice will be null and void. For the purposes of this Agreement proof of service will include tracking numbers for notices mailed, delivery verification receipt if sent via email and facsimile delivery confirmation sheet if by facsimile.
SafeSoft Solutions, Inc.
20950 Warner Center Lane, Building A
Woodland Hills, CA 91367
United States of America
Attn: Legal Notices
With a copy by email to: email@example.com
h. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior written and oral agreements between the parties regarding the subject matter of this Agreement.
ADDENDUM A: SafeSoft Services TECHNICAL REQUIREMENTS FOR CUSTOMER EQUIPMENT
1. In order to use the SafeSoft Services and other services licensed herein, Customer must meet or exceed the following technical equipment and requirements:
a. Internet Connectivity/VoIP Bandwidth. SafeSoft Solutions recommends that your internet connection supports at least 64 kbps per agent (includes CTI data and voice traffic) in both directions in order to run the SafeSoft Solutions SafeSoft Services application concurrently with typical business applications. The SafeSoft Solutions application alone will use 100 kbps upload and download per agent. Insufficient bandwidth will impede and in some cases prevent the SafeSoft Services application from effective operation. Please Note: International connections are subject to higher latency during peak hours which can affect the quality of service.
b. Firewall/Router Configuration. All outbound TCP ports must be open to the SafeSoft Solutions Data center. Inbound UDP ports for RTP (VoIP) traffic should be open from the SafeSoft Solutions Data Center—(the minimum ports are: 6000, 6001, 8000, 8001). UDP port 5060 for SIP (VoIP) traffic (bi-directional) must be open to the SafeSoft Solutions Data center. Firewalls must permit downloading Java Applications. Other Firewall requirements may be necessary depending on your network.
c. Customer’s internal network configuration. Support for SIP Protocol across all routers. For 8 and 24 Port Gateways: SafeSoft Solutions requires that you acquire a public IP address for each Media Gateway. For soft- phones, NAT is acceptable with a static internal IP address. Router should be connected to the internet using a static IP address, double NAT is not supported. Wireless networks are neither supported for multi-user or single- user environments.
d. Headsets for use with Soft Phone Stations. Recommended headset is the Plantronics DSP-400 or DSP-500 headsets for effective quality of Voice.
e. Workstation (PC) Requirements.
Requirements assume that you are only running the SafeSoft Call Center Product on the agent desktop.
Processor: Pentium IV 1500 MHz or greater. Intel and 100% compatible processors are supported.
Memory: 512 MB or greater. (1GB for Partner Agent Bridge Application).
Software: Java 2 Runtime Environment v. 1.4.2 build 4+.
We currently do not support MAC or Linux OS. We do not support 95/98 Microsoft ME OS.
ADDENDUM B: SafeSoft Services SUPPORT SERVICES AGREEMENT
1. Designated Contact. Customer must designate up to (2) two of its employees as designated technical contacts. Unless otherwise agreed in writing by the Parties, these contacts will undergo SafeSoft product training included in any Invoice (or otherwise provided by SafeSoft at its discretion) and will be responsible for handling the SafeSoft products and services. The designated contacts are the only individuals who are authorized to create tickets and/or contact SafeSoft regarding any issues related to the service. Inquiries from individuals other than the designated contacts will be referred back to the designated contacts on file. Customer’s designated contacts are responsible for training Customer’s employees and staff. SafeSoft will not support any issues or questions that are due to lack of training or poor training by the designated contacts. Customer may change the designated contacts at any time by contacting SafeSoft in the manner specified in the Agreement.
2. Technical Support. If Customer has any questions or issues, then Customer MUST follow the procedures below in the order specified:
a. Customer will direct any questions to its designated contacts that have undergone SafeSoft’s special training.
b. If the designated contacts can not address the question, then they should refer to SafeSoft’s customer support page at http://support.safesoftsolutions.com. This URL contains questions to frequently asked questions and provides various downloads necessary to support the SafeSoft software.
c. If the matter cannot be resolved via SafeSoft’s customer support page, then the designated contacts may create a ticket via support.safesoftsolutions.com. SafeSoft staff will review and prioritize the ticket accordingly, and will attempt to resolve the issue via the assigned priority level of the ticket.
d. Customer’s designated contacts may contact SafeSoft in order to discuss the issue if a ticket has been created.
SafeSoft staff will address questions that have a respective ticket ONLY. No questions or issues will be handled by SafeSoft staff unless Customer has created a respective ticket. Customer also acknowledges that SafeSoft will require a reasonable amount of time to review the ticket internally and to begin to troubleshoot the matter. Therefore, Customer must wait a reasonable amount of time before contacting SafeSoft, once a ticket has been created.
3. Priority Issues & Response Times. This Section gives an overview of how SafeSoft will prioritize Customer’s tickets.
a. Priority 1: Critical Issue. Any issue which precludes Customer from any operation of the service(s), such as recurring server crash, high number of phone call crashes, complete audio loss or any such related issue which prevents Customer from its operations of the SafeSoft Services or related services.
b. Priority 2: Moderate Issue. Any issue with precludes Customer from some of the operation of the service(s), but where the majority of the functions are still usable, such as inability to use one of the product features, some dial errors or product does not conform to full specifications but is still functional.
c. Priority 3: Minor Issue. Any issue which does not significantly affect the service(s), such as cosmetic interface issues or any other issue.
4. Information to Provide. When creating a ticket and/or contacting SafeSoft in order to troubleshoot an issue, Customer must be prepared to provide various technical information such as, but without limitation, network set up (how hardware is connected), type of connection, type of router/firewall, type of gateway, type and model of phone, type of operating system and version, version of java installed, full description of the problem, accurate list of steps to reproduce the issue, username, password, IP address and/or domain name.
5. Exclusions. SafeSoft shall have no obligation to support issues caused by Customer’s negligence, hardware malfunctions, any issue beyond the reasonable control of SafeSoft, software installed in a hardware or operating environment not supported by SafeSoft, software not licensed directly from SafeSoft and/or Customer’s internal network or Customer’s ISP provider issues, and lack of training or poor training by the designated contacts of Customer’s staff and employees.
ADDENDUM C: DATA RETENTION POLICY
1. Due to the various storage demands, SafeSoft retains the right to periodically purge customer data from SafeSoft owned or managed servers, to maximize system performance for all customers. It is Customer’s sole responsibility to download, maintain and preserve its data if Customer so chooses. If Customer chooses to download, maintain and preserve the data, Customer is responsible for setting up and designating servers and any other equipment on which the data is saved. Certain types of data may be stored by SafeSoft for an additional fee. Customer should contact SafeSoft if Customer intends to make arrangements for SafeSoft to store certain data.
The information below details SafeSoft’s minimum data retention periods:
a. CRM Data 120 Days Retrieve with Lead Sheet Reports
b. CRM Session Data 120 Days Retrieve with Lead Sheet Reports
c. Call Logs 60 Days Retrieve with Call Log Reports
d. Campaign State 120 Days Retrieve with List Status Reports
e. Dialing Lists 120 Days Retrieve with Lists / Export
f. Recordings Sooner of 30 Days or successful offload Via ftp
g. Callbacks 120 Days after “Complete By Date” Export in Administrator
h. Disabled Domains 30 Days after Account Closure or Suspension