Terms and Conditions – November 15, 2013
SafeSoft Services User Agreement
Welcome to SafeSoft. The terms set forth below govern your use of SafeSoft Services, whether you are a paying user or a free trial user. Please read it carefully before you begin using SafeSoft Services. You will find defined terms (such as “Customer”) in Section 1.
Binding Agreement. Once you access SafeSoft Services, that means you, as Customer, have agreed to the terms set forth below. That means that this document is a legally binding contract between SafeSoft Solutions, Inc. and you, the Customer. If you do not wish to be bound by this Agreement, you can stop using the SafeSoft Services or you can contact us to propose amendments.
The Agreement applies to your use of SafeSoft Services on the applicable Invoice or ordered on the “Customer Admin System” (and its successor page). It does not apply to any invoice for other services unless otherwise specified in writing in such other invoice.
Please note: Your account is limited to the number of “Seats” that you request. Each “Seat” means one login by one user at a time for eight hours. Additional time requires another “Seat.” Please see the definition of “Seat” below.
Agreement means, for paying Customers, this document (which includes the applicable Invoice) and for Customers who are free trial users, then just this document.
Billing Cycle means the one month between each Billing Date. By way of example and for purposes of clarification, if Customer initially activated its SafeSoft 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.
Billing Date means each monthly anniversary of the day that Customer initially signed-up (i.e., the initial activation date).
Customer means each business or person (i) signing an invoice with SafeSoft to use the SafeSoft Services or (ii) using the SafeSoft Services on a free trial basis. In each case, it also includes all users who obtain access to such SafeSoft Services through the account of that business or person who accesses SafeSoft Services, whether through a free trial or through an account or other means. “You” refers to the Customer (or user under its account).
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 landline, rather than Customer’s Internet connection, providing Customer an option that could minimize its bandwidth usage.
Effective Date means the date that you, as a Customer, start using the SafeSoft Services by accessing them.
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.
Invoice means the document that you, the Customer, sign to begin using the SafeSoft Services other than as a free trial user (because such users do not sign an invoice). The Invoice is incorporated into this Agreement by this reference.
Party refers to SafeSoft or the Customer bound by this Agreement and Parties refers to both SafeSoft and that Customer (you).
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 the Agreement, SafeSoft provides and Customer orders, including without limitation the VCC, Dial-In Service, Voice Broadcasting Service and Soft Phone.
Seat means one login, such login and use limited to 8 hours per day. Customer can activate a Seat 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 the 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” (known as VoIP) technology to process telephone calls.
Virtual Call Center or “VCC” means the software, hosted on server(s) owned and/or managed by SafeSoft (or to which SafeSoft has access for providing SafeSoft Services), 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 for the delivery of such messages, as required by applicable laws (or such consent is not required by applicable laws). 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) (or in the case of a free trial, the number of Seats provided in that free trial) and at all times in compliance with the Agreement. Neither the 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 the Agreement. SafeSoft expressly reserves all other rights.
b. License Restrictions. Customer agrees not to: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make any SafeSoft Services available to any third party in any way; (ii) permit access to and/or use of any SafeSoft Services by more than the Seats specified in the relevant Invoice(s); (iii) modify, or make derivative works based upon, any SafeSoft Services, (iv) access any SafeSoft Services for any purpose not expressly authorized in the Agreement, including without limitation to develop a competitive product; (v) reverse engineer any SafeSoft Services or any other services provided by SafeSoft; and/or (vi) use any SafeSoft Services in a manner that: (A) violates any terms of the Agreement or otherwise conflicts with the general intent of the Agreement; (B) violates any applicable law or regulation or gives rise to a claim of such violation by the appropriate governmental agency or third parties granted rights under any applicable law or regulation; and/or (C) would violate SafeSoft’s intellectual property rights.
3. Customer Equipment.
In order for SafeSoft to be able to properly, effectively and timely implement 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 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 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 the Agreement prior to activation of SafeSoft Services. Customer agrees and acknowledges that Customer shall have no right to any refund and shall be liable for payment for use of and/or access to SafeSoft Services and shall be responsible for cancellation of its account in accordance with the Agreement.
4. Effective Date, Renewal & Cancellation
a. Effective Date. The 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, subject to Section 13(d). Please note that such notice must comply with Section 13(g) below. For Customers who are free trial users, the Agreement will end at the end of the free trial period (subject to Section 13(d)), unless you become a paying user.
b. Automatic Renewal. Please remember that all billing is done on a monthly cycle, based upon the initial activation date. Accordingly, Customers who want to cancel their order must send the cancellation notice at least seven (7) days prior to the next Billing Date (i.e., seven days before the end of the then-current Billing Cycle). In the event that Customers do not give that written notice at least seven (7) days prior to the next Billing Date, the service will automatically renew for an additional month, and such 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 all Seats activated in the preceding month—i.e., if the Customer has not provided the written cancellation as specified, then the Customer will be billed for all Seats for all of the next Billing Cycle, irrespective of when in the preceding month those Seats were activated. 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, because the cancellation notice was received more than seven (7) days before the next Billing Date (in this case example 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 month because the cancellation notice was received within seven (7) days of the next 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 the Agreement. SafeSoft reserves the right to suspend or terminate the Agreement for any actual, material or alleged breach or violation of the 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 the 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 the 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 the Agreement, Customer may activate Seats by contacting SafeSoft or via a Customer Admin System, unless SafeSoft (by written approval of an authorized person) and Customer have made other arrangements for earlier activation. 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 login 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.
6. Billing for Customers Who Are Paying Users
a. Initial Payment(s). Upon execution of the Agreement and prior to activation of services, Customers who are paying users 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, or wire transfer of immediately available funds or by credit card. SafeSoft will not activate and/or deliver any service in advance of payment (other than to Customers who are free trial users). 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 the 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 SafeSoft extends such credit, Customer must pay SafeSoft within fourteen (14) days after SafeSoft makes any demand for payment. 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 the 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 the Agreement and any and all payments to SafeSoft are considered final.
7. NO WARRANTY.
CUSTOMER EXPRESSLY AGREES AND UNDERSTANDS THAT SAFESOFT DOES NOT WARRANT THAT 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 SafeSoft Services. 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 THE 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; (I) use of any Safesoft products and/or services that could or does give rise to claims by third parties or government agencies of a violation of laws or regulations AND (J) LOSS OR LIABILITY RESULTING FROM ACTS BEYOND SAFESOFT’S REASONABLE 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 the Agreement; (b) Customer’s unauthorized use of SafeSoft Services, including any information, communication, data or work that Customer provides in connection with use of SafeSoft Services; (c) libelous, slanderous, indecent or other statement concerning any person made or republished by Customer; (d) any violation or claim of violation of federal, state and/or local law related to, arising out of or connected with Customer’s use of 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 reasonable request, all reasonable information and assistance available to SafeSoft for defense against any such claim, suit, or demand, but taking into account any confidentiality obligations or privileges SafeSoft may have.
10. Compliance with Law.
Customer hereby represents and warrants that it shall use SafeSoft Services in strict compliance with all applicable federal, state and local laws rules or regulations. Customer hereby assumes all liability and responsibility for use of the SafeSoft Services in compliance with all such federal, state or local laws, rules or regulations. Such laws, rules and regulations 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 as specified by the then-applicable laws and regulations; 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 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, and during the term of, the 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), Telephone Consumer Protection Act (TCPA) and any and rules, laws or regulations (including their interpretation by courts) arising from any of the foregoing, as well as the rules, regulations and other actions of the Federal Trade Commission (FTC) that are relevant, as detailed on the FTC website, http://www.ftc.gov/ and the Federal Communications Commission (FCC).
Customer is responsible for compliance with all laws and regulations, including any changes to such laws and regulations. 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.
11. Ownership Rights.
Except for the revocable term license and right to use SafeSoft Services and other services granted by SafeSoft in Section 2 of the Agreement nothing in the 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. The laws of the State of California and the United States shall govern the Agreement 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 the Agreement consistent with the cancellation terms of the 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 the 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 the 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 the 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 the Agreement.
f. Attorneys’ Fees. In any legal action at law or equity that is brought by one of the Parties to enforce or interpret the provisions of the 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 the 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 confirmed receipt of an email to an authorized representative. 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 the 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: firstname.lastname@example.org.
h. Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement and supersedes all prior written and oral agreements between the Parties regarding the subject matter of the Agreement. The Agreement can only be amended or otherwise amended by a written document signed by the CEO of SafeSoft (or a person expressly authorized in writing by such CEO), such document expressly stating that the Agreement is thusly modified or amended. Such “written document” can be a digital facsimile thereof.
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 headset 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: 2.0 Ghz Pentium Dual Core or AMD X2 equivalent (Net book CPU’s such as Intel Atom not recommended).
Memory: For Systems running Windows 2000 / XP – 1GB RAM. For Systems running Windows Vista / 7 / 8 – 2GB RAM.
Software: Zoiper Embedded Phone (Latest version).
We do not support Microsoft 95/98/ME or Linux OS.
We do support MAC (For installing an external softphone only and accessing the Cloud Contact Center).
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 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 http://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 90 Days Retrieve with Lead Sheet Reports
b. CRM Session Data 90 Days Retrieve with Lead Sheet Reports
c. Call Logs 60 Days Retrieve with Call Log Reports
d. Campaign State 90 Days Retrieve with List Status Reports
e. Dialing Lists 90 Days Retrieve with Lists / Export
f. Recordings Sooner of 30 Days or successful offload Via ftp
g. Callbacks 90 Days after “Complete By Date” Export in Administrator
h. Disabled Domains 30 Days after Account Closure or Suspension
The Agreement was last revised on November 15, 2013.
June 27, 2013