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VONAGE BUSINESS COMMUNICATIONS GLOBAL TERMS OF SERVICE AGREEMENT




Effective Date: October 5, 2020




THESE ONLINE TERMS OF SERVICE (“Service Terms” or “Terms of Service”), including
the Sales Order(s), which by this reference are incorporated herein
(“Agreement”), govern Customer’s use of the Services provided by Vonage and its
Affiliates (individually or collectively “Vonage”), and constitutes a binding
agreement between Vonage and the Customer legal entity identified in a Sales
Order (“Customer”). Vonage and Customer may be individually referred to as a
“Party” or collectively as the “Parties”. 




The Vonage Affiliate providing Services under a Sales Order shall be as set
forth in Schedule 2 (based on Customer’s domicile), unless otherwise set forth
in a Sales Order), and all references to “Vonage” shall be deemed to refer to
such Vonage Affiliate. Vonage may update the applicable Vonage Affiliate (within
domicile) by providing reasonable written notice in accordance with this
Agreement.




Country-specific terms and conditions are set forth in Schedule 3 and shall
apply to Customers domiciled in those countries.




Vonage provides services and equipment intended solely for business use,
pursuant to the terms and conditions set forth in this Agreement, and on the
condition that customer Accepts a Sales Order and complies with this Agreement.
By Accepting a Sales Order, Customer (a) accepts this Agreement and agrees that
Customer is legally bound by its terms; and (b) represents and warrants that it
has the right, power, and authority to enter into this Agreement on behalf of
the corporation, governmental organization, or other legal entity, and to bind
such organization to these Service Terms. If Customer does not agree to the
terms of this Agreement, Customer may not download, install, or use the Services
or Vonage Equipment.

 




 1.   DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement will have the
meaning ascribed to such terms in Schedule 1 and/or in the Sales Order.




2.   SUBSCRIPTION SERVICES; SALES ORDERS

A.  Subscription Services

a. Pursuant to the terms of this Agreement, Vonage shall provide to Customer:
(i) telephony, conferencing, messaging and related subscription-based services
as described in one or more Sales Order(s), and the Service Descriptions which
describe the features and functionality of the Services, or other documentation
Vonage may provide from time-to-time; and (ii) the set-up, installation,
implementation, configuration, and other Professional Services identified in
Sales Orders (if applicable) and a Statement of Work (if applicable) in
connection with the Subscription Services. Customer’s use of the Subscription
Services are governed by Vonage’s Acceptable Use Policy.

b. Subject to Customer’s compliance with this Agreement, Vonage hereby grants
Customer and its Affiliates, a limited, revocable, personal, non-exclusive,
non-transferable, and non-sublicensable license during the Service Term to: (i)
provide Authorized Users access to the Services via Customer’s Account; and (ii)
download, install, and use Software made available by Vonage in connection with
the Services, subject to any additional terms and conditions accompanying such
Software, as applicable.

c. Certain Software Vonage provided to Customer may contain third-party software
("Third-Party Software"), including open source software. Use of such
Third-Party Software may be governed by separate copyright notices and license
provisions, which will be provided to Customer and which are incorporated by
reference into this Agreement. Such provisions shall govern the use of
Third-Party Software. Customer agrees to comply with the terms and conditions of
all end user license agreements accompanying any Software (including Third-Party
Software) or plug-ins to such Software distributed in connection with the
Service. All end user licenses shall immediately terminate on the date that the
Service expires, or this Agreement is terminated.

d. To access the Services, Customer must maintain an active Account in good
standing. Customer shall provide and maintain accurate, complete, and up-to-date
information within its Account. Customer is solely responsible for the activity
that occurs on its Account (which includes its sub-Accounts), and for keeping
its Account credentials secure. Vonage will not be liable for losses caused by
any unauthorized use of the Account; provided, however, that Customer shall not
be responsible for unauthorized Charges on its Account to the extent that it
took reasonable precautions and the unauthorized use is demonstrated to be
solely due to Vonage’s gross negligence or willful misconduct. Customer
represents and warrants that it is duly authorized to do business and use the
Services in all jurisdictions in which Customer operates. Customer must notify
Vonage promptly of any change in Customer’s eligibility to use the Services,
breach of security, or any unauthorized use of Customer’s Account.
Notwithstanding closure of Customer’s Account, Vonage may retain Customer Data
as reasonably necessary for compliance with applicable law.

e. The foregoing licenses shall extend to Customer Affiliates, provided that
such Customer Affiliates are acting via Customer’s Account (or subaccounts
thereof), and provided further that Customer remains liable to Vonage for all
acts and omissions of such Affiliates (or any other entities authorized by
Customer to use the Services or act via Customer’s Account) as if they were
Customer’s own acts or omissions, including payment for the Services.

f. Vonage may use or rely on one or more licensors, service providers, and/or
equipment providers or equipment lessors whose products, equipment and/or
services are provided in conjunction with, or incorporated into, the Services
and/or Vonage Equipment ("Third-Party Services"). Such Third-Party Services may
also be provided under Vonage's trademarks or otherwise branded as a Vonage
Service. Third-Party Services may be governed by Third-Party Terms, or
identified in documentation or on other media delivered with the Third-Party
Services and will be provided to Customer; such Third-Party Terms are
incorporated by reference into this Agreement and shall govern the use of
Third-Party Services. Customer agrees to comply with such terms and conditions
of all Third-Party Services. Such Third-Party Terms are deemed to be between
Vonage and Customer and do not create a contractual relationship between
Customer and such third party. Any non-compliance with terms and conditions of
Third-Party Services shall be considered non-compliance with this Agreement.




B.  CX Contact Center Services 

Terms applicable to Vonage Contact Center Services (including VCXC-CC Extension
and CX Cloud Express) are set forth here. The Service Description and the scope
of Professional Services for the Vonage CX Contact Center Service identified on
the Sales Order is set forth here.




C.  Sales Order Submission and Acceptance

Customer may order Subscription Services by accepting or executing one or more
Sales Orders in a  manner and format as required by Vonage, including via
Vonage’s ordering portal. Applicable Professional Service Fees and/or
installation Charges will be set forth in a Sales Order. Vonage may, in its sole
discretion, accept or reject a Sales Order prior to Acceptance or execution.
Once a Sales Order is accepted or executed, along with an executed SOW (if
applicable), Vonage shall provision the Subscription Services and provide access
credentials to the Account or applicable sub-account thereof. Customer may also
order additional Subscription Services via Vonage’s online ordering portal
(described below). 




D.  Service Term and Automatic Renewal

Each Sales Order shall state the Initial Term. The Initial Term will commence on
the date set forth in the Sales Order as the Subscription Service Term Start
Date. Sales Orders which describe delivery of Subscription Services to multiple
Customer Locations will identify multiple Subscription Service Term Start Dates
and Subscription Terms. The Initial Term will automatically renew for successive
periods of the same length as the previous Initial Term or Renewal Term (as
applicable) except where either Party provides written notice of intent not to
renew at least ninety days prior to the end of the then-current Initial Term or
Renewal Term. Upon termination of the applicable Initial Term or Renewal Term,
Vonage will not be obligated to furnish the Subscription Services to Customer;
provided however, if Customer continues to use the Subscription Services after
termination of the Initial Term or Renewal Term, such use shall be on a
month-to-month basis and Customer shall be obligated to pay for such
Subscription Services at Vonage’s then-current monthly rates. Either party may
terminate such month-to-month term by providing at least thirty days advance
notice. Except as expressly provided in the applicable Sales Order, renewal of
promotional or one-time priced subscriptions may be, in Vonage’s discretion, at
Vonage’s applicable list price in effect at the commencement of the applicable
Renewal Term.




E.  Service Adds; Co-Term

Services added to an existing Customer Location will be deemed to be part of the
existing Sales Order for the purposes of determining the remaining Subscription
Term for such additional Service (i.e. co-term). However, some Services require
a minimum commitment term which may not be co-terminus with the Subscription
Term of the existing Sales Order (e.g. Vonage Equipment and CX Contact Center
Services). For any such Services, a separate Sales Order is required, and the
Subscription Term will be set forth in the applicable Sales Order. Services
ordered for additional Customer Locations (i.e. multi-locations) will have
separate Subscription Terms as stated in the Sales Order unless the Parties
mutually agree otherwise via an addendum executed by both Parties.  




F.   Service Platform Migration

When Customer migrates from the Vonage Enterprise service platform to the VBC
service platform, Customer acknowledges that upon Acceptance of a VBC Sales
Order, the Vonage Enterprise services and all associated agreements shall be
terminated, effective upon migration of the services.




G.  Changes

Vonage may update, upgrade, discontinue, or otherwise modify the Services or
specific Services in whole or in part in accordance with this section. Vonage
shall make commercially reasonable efforts to provide at least ninety days’
notice prior to any material changes of the specific Services, subject without
limitation to urgency and security issues. Customer shall use commercially
reasonable efforts to cooperate with Vonage to effect modifications to the
Services, including by promptly implementing all fixes, updates, upgrades, and
replacements of Software as reasonably required by Vonage, and Vonage shall not
be responsible for Customer’s failure to do so. Notwithstanding the foregoing,
modifications to the Services shall not materially reduce the features, level of
functionality, performance, availability, or security of the Services during the
Service Term, unless Vonage makes available to Customer, at no additional cost,
an alternative Service that is substantially equivalent to the modified Service;
provided that Customer’s sole remedy for non-compliance with the foregoing shall
be the right to terminate any affected Service within ninety days of receiving
written notice of the modification.




H.  Reservation of Rights 

Notwithstanding anything to the contrary herein, Vonage reserves the right, but
is not obligated, to (i) monitor and review Customer’s use of the Services,
including to ensure Customer’s compliance with the Agreement; (ii) reject,
refuse to transmit, block, or remove any content (including Customer Data); and
(iii) access, read, preserve, or disclose any information that Vonage reasonably
believes is necessary to (a) comply with applicable law, regulation, legal
process, or government request, (b) enforce the Agreement, including
investigation of potential violations hereof, (c) detect, prevent, or otherwise
address fraud, security or technical issues, (d) respond to Customer’s support
requests, or (e) protect the rights, property or safety of Vonage, its
customers, its customers’ end users, and/or the public. Customer agrees to
provide Vonage with any information Vonage reasonably requests to investigate
and resolve issues relating to Customer’s Account.




I.    Required Maintenance; Customer Support

a. Vonage has the right to perform repair and maintenance or to upgrade, update
or enhance (collectively, the "Maintenance") its network, infrastructure,
website(s), Services and/or Vonage Equipment with prior notice per the Service
Level Agreement if such Maintenance would cause a partial or full disruption of
the Services.

b. Customer will timely report any issues, trouble or problems affecting Service
to Vonage using a Customer-initiated trouble ticket (a “Trouble Ticket”).
Trouble Ticket procedures and additional information for Vonage support can be
found here. Calls to and from Vonage customer service, sales or other
representatives may be recorded and/or monitored for quality assurance and
training purposes. Customer's sole remedies for any non-performance, outages,
failures to deliver or defects in Service are set forth in the applicable
service level agreement and these Service Terms.




J.   Voice-to-Text and Text-to-Voice Limitations.

Certain Vonage Services may provide a function that allows voicemails to be
converted to text and vice-versa. Customer understands and agrees that Vonage’s
voice-to-text ("VTT") and text-to-voice ("TTV") features may not accurately
transcribe voicemails or articulate text messages, respectively. Customer is
solely responsible for checking the original message and verifying the accuracy
of the message when using any VTT or TTV features. Vonage expressly disclaims
all liability with respect to the conversion of voicemails to text or
vice-versa.




K.  Acceptable Use Policy

Customer shall not, and shall ensure that end users and Affiliates do not, and
shall not authorize, assist, or enable any other third party to, use the
Services in any manner that violates the AUP.




L. No Resale

Customer represents and warrants that it will be the ultimate end user of the
Service. Customer shall not in any way resell, license, permit nor allow any
third party to use the Services without receiving Vonage's prior written
consent.




M. Electronic Recording

Customer acknowledges that there are laws governing the electronic recording of
telephone conversations and that Vonage is not liable for any illegal use of the
Services. It is Customer's responsibility to determine and comply in full with
its own compliance obligations. No Services or products offered by Vonage are
represented or warranted to comply with electronic recording laws. Customer
agrees that Vonage may, in its sole discretion, record any call between Customer
and Vonage for quality control and training purposes.




3.   FEES AND PAYMENT

A.  Invoices; Billing and Payment Terms

Vonage will invoice Customer pursuant to the Subscription Services Invoicing
Frequency and Customer shall pay pursuant to the Payment Terms as set forth in
the Sales Order. Charges are based on Subscription Services and equipment
purchased and not actual usage. Recurring charges for the Subscription Services
begin on the Subscription Service Term Start Date and will continue for the
Term. Payment obligations are non-cancellable, and Charges paid are
non-refundable unless otherwise set forth in this Agreement. Quantities
purchased cannot be decreased during the relevant Subscription Term without the
imposition of the applicable early termination charges. Usage based Charges
(including Charges for international calls), Marketplace Service Charges, Change
Order fees, and ancillary expenses (e.g. incurred in connection with the
Professional Services, if any, such as travel, hotel and subsistence expenses;
such expenses to be invoiced by Vonage at cost) are payable in arrears.
Equipment purchase Charges are billable upon Acceptance of a Sales Order.
Professional Services provided on a fixed price basis will be billed in advance
and Professional Services provided on a time and material basis will be billed
as completed monthly in arrears pursuant to the Payment Terms. An invoice for
Professional Services will be sent promptly following Acceptance of the Sales
Order, with payment due per the Payment Terms. Invoices will be sent by email to
the address specified in Customer’s Account. The foregoing shall not apply to
In-App Purchases. The terms of service for the app store from which Customer
downloaded the mobile application shall govern the Payment Terms and taxes and
fees for the in-app Services, if any, and such terms are hereby incorporated by
reference. 




Overdue amounts other than amounts disputed in good faith bear interest at the
lower of 1.5% per month or the maximum rate allowed by governing law. Vonage may
suspend the Subscription Services upon prior written notice if Customer’s
payment on any undisputed amounts remains overdue at the end of the tenth day
following such notice. Customer agrees to supply Vonage with the information
necessary for Vonage to complete an initial credit evaluation prior to providing
Customer with access to the Services or the Vonage Equipment. Vonage may also
update its information regarding Customer’s credit rating from time to
time. Vonage may limit Customer’s purchasing of additional Services or Vonage
Equipment or require another form of payment such as auto-payment in its
reasonable discretion based on changes in Customer’s creditworthiness or
habitual payment delinquency.




B.  Pricing

Pricing shall be set forth in the applicable Accepted Sales Order or as stated
in the Vonage ordering portal and shall remain fixed until the end of the
applicable Subscription Term. Upon auto-renewal of the Subscription Services,
the Subscription Charges will increase by 7%. In the event Vonage continues to
provide Services to Customer on a month-to-month basis following a committed
term, Vonage reserves the right to increase pricing to Vonage’s then-current
month-to-month pricing.




C.  Commitment

Customer agrees it is responsible for the full value of each Sales Order
effective upon Acceptance of the applicable Sales Order, subject to termination
due to Vonage’s uncured default. Notwithstanding anything to the contrary
herein, if Subscription Services are reduced or terminated other than due to a
Party’s uncured default, all Charges due under the reduced or terminated Sales
Order will be accelerated and Customer shall pay Vonage the sum of all unpaid
amounts for Subscription Services actually provided, plus the remaining
contracted Charges as of the date of termination through the end of the
Subscription Term stated in the Sales Order(s), as well as any additional
incurred Charges (e.g. usage, Equipment purchases, etc.); or, if such
termination is prior to the Subscription Service Term Start Date, the total
amount of the Sales Order, and applicable Taxes and Fees on all of the
foregoing. 




D. Taxes and Fees 

Prices for Subscription Services and Equipment purchases do not include
applicable Taxes, Fees, Duty and Customs charges. Customer will be solely liable
for and will pay upon demand all Taxes, Fees, Duty and Customs charges
associated with Customer’s purchase of Equipment, and access to or use of the
Services as set forth in the applicable Invoice, and shall not deduct any such
amounts, or any other withholdings, set-offs, or deductions, from owed amounts,
but will not be responsible for taxes based on Vonage’s net income. Customer may
present Vonage with an exemption certificate eliminating Customer’s and Vonage’s
liability to pay certain Taxes. Once Vonage has approved the exemption
certificate in writing, Customer shall be exempt from those Taxes on a
go-forward basis. If a tax authority determines that Customer is not exempt from
Taxes and assesses those Taxes, Customer shall pay those Taxes to Vonage, plus
any applicable interest or penalties. Customer may be charged Taxes and Fees by
a marketing partner or authorized distributor for non-Vonage products and
services sold or licensed by that marketing partner or authorized distributor in
connection with a Sales Order.




In addition, a regulatory recovery fee for every phone number assigned to
Customer's account, including toll free and virtual numbers, may be charged
monthly to offset costs incurred by Vonage in complying with inquiries and
obligations imposed by regulatory bodies/governments and related legal and
billing expenses. This recovery fee may also include recovery of costs for
legal, intellectual property, cybersecurity, compliance and other related
expenses, including those related to number portability, customer privacy
protection and anti-fraud protection. This fee is not a tax or charge required
or assessed by any government and may be recovered by Vonage through imposition
of a surcharge on the cost of the Service. 




E. Billing Disputes

Billing disputes must be initiated within ninety days of the disputed invoice
date. Upon expiration of such ninety-day period, Customer waives its right to
dispute any fees paid or payable to Vonage. The Parties will work together in
good faith to resolve billing disputes. A pending billing dispute shall not
exempt Customer from timely paying any undisputed amounts. Other than as stated
in this Agreement, fees paid are non-refundable.




4.   PROFESSIONAL SERVICES




A.  Performance

 a. Vonage will provide and Customer shall pay for Professional Services (set
up/installation Charges) as applicable and as specified in the Sales Order(s)
and/or SOW using trained and qualified personnel, who will provide such
Professional Services in a professional and workmanlike manner.

 b. Customer’s exclusive remedy for breach of the foregoing shall be the
re-performance of such Professional Services, except where Vonage is unable to
re-perform the Professional Services, in which case, Customer may recover fees
paid with respect to such deficient Professional Services by written claim no
later than ninety days after the claimed deficient performance.

 c. Professional Services are available either on a time-and-materials or
fixed-fee basis (as determined by Vonage) as described in the relevant Sales
Order and/or SOW. Professional Service Fees may be subject to change if Customer
modifies the scope of the Services or delays the Services to be installed.

 d. A change to the scope or execution of the Professional Services shall be
agreed via Change Order prior to implementation of the changes. The Change Order
shall set out the proposed changes and the likely effect on the Professional
Services and/or the Professional Service Charges.

 e. Upon completion of the Professional Services, if the Customer uses the
Subscription Services or part thereof for any purpose other than for testing,
such use shall constitute Acceptance of the Subscription Services.

 f. Vonage may subcontract the performance of, or Customer may utilize a
third-party to perform any or all of the Professional Services. Any subcontract
by Vonage shall not affect Vonage’s liability to the Customer for the
performance of its contractual obligations, and Customer shall be solely
responsible for any Professional Services performed by Customer’s third-party.




B.  Scheduling

The Parties will mutually agree upon the scheduling of Professional Services
ordered by the Customer. Vonage shall use all reasonable efforts to meet the
agreed-upon schedule. In the event Customer reschedules or cancels scheduled
Professional Services, Vonage shall make reasonable efforts to mitigate incurred
expenses and reschedule its resources to other engagements; provided that, to
the extent Vonage cannot reasonably avoid such expenses or reschedule the
applicable resources, Customer shall be responsible for such losses. In
addition, in the event Customer reschedules the Professional Services and the
rescheduling is not due to delays caused by Vonage, the Subscription Service
Term Start Date will commence on the date stated in the Sales Order unless
otherwise agreed by the Parties in writing. 




C.  Cooperation

Customer shall cooperate reasonably, timely, and in good faith with Vonage
(including its subcontractors and personnel) in its performance of Professional
Services, including by providing to Vonage in a timely manner and without charge
(a) support as reasonably requested by Vonage; (b) information regarding health
and safety rules and regulations and any other reasonable security requirements
that apply at the applicable service location; (c) physical space, equipment,
telephone and internet access, and access to other facilities; (d) access to
appropriate and knowledgeable personnel; and (e) as applicable, permissions,
consents, or authorizations reasonably necessary to activate, maintain, inspect,
or repair applicable Services or Vonage Equipment, including (if applicable) the
right to access and enter the applicable service location upon reasonable prior
notice.




D.  Special Install Costs 

Vonage may charge, and Customer shall pay, all recurring and nonrecurring costs,
Charges and expenses incurred by Vonage for Customer’s benefit in connection
with non-standard installation, delivery or implementation of the Services
(collectively, the “Special Install Costs”). For clarification and by way of
example, standard installation does not include (and the following may comprise
a portion of any Special Install Costs) core drilling, wiring extensions for
excessive distances, installation of new conduit runs, installation of water
proof shielding, installation of aerial circuit runs, or removal of hazard
materials, as determined by Vonage Business at its sole discretion, as well as
after-hours installation of Services (“Non-Standard Installation”). Non-Standard
Installation will be purchased by Customer as an additional Service.
Non-Standard Installation is the installation of Services Monday to Friday
between 5pm to 8am (local time), any time on Saturday and/or Sunday, and
holidays. Non-Standard Installation will include appointment coordination, the
provisioning of the Service, basic external wiring, call tests, and remote
Vonage technical support as needed. Special Install Costs will be invoiced to
Customer as soon as practicable following the Subscription Service Term Start
Date for the applicable Services.




E.  Telephone Number Porting

Vonage’s policies and procedures for telephone number porting is set forth here.




5.   FREE TRIAL SERVICES; BETA SERVICES

A.  Free Trial Services 

If Customer’s Sales Order or registration with Vonage includes a free trial
(“Free Services”), then the applicable Services will be made available to
Customer until (i) the end of the free trial period; (ii) the Subscription
Service Term Start Date for Free Services, or (iii) the termination of Free
Services for cause by Vonage, whichever is earlier. Any additional terms upon
which the Free Services are provided as part of the trial registration process,
are incorporated herein. Use of Free Services is subject to the terms and
conditions of this Agreement. Customer agrees that Vonage, in its sole
discretion and for any or no reason, may terminate Customer’s access to the Free
Services or any part thereof.




B.  Beta Services

Certain Services or Software may be designated or offered as a beta version
("Beta Version") of a Service or Software, which may or may not be released as a
full commercial service in the future. Customer may choose to try such Beta
Services or not in its sole discretion. Any use of Beta Services is subject to
this Agreement. Customer agrees that Beta Versions may contain errors. The fact
and existence of any Beta Version shall be deemed to be Vonage Confidential
Information under this Agreement.




NOTWITHSTANDING SECTION 11 (INDEMNIFICATION), VONAGE SHALL HAVE NO LIABILITY NOR
INDEMNIFICATION OBLIGATIONS OF ANY KIND; WHERE LIABILITY CANNOT BE EXCLUDED BY
APPLICABLE LAW, VONAGE’S LIABILITY IS LIMITED TO $500.00 USD. CUSTOMER WILL BE
FULLY LIABLE FOR CUSTOMER’S USE OF SERVICES DURING ANY FREE TRIAL OR BETA
SERVICE PERIOD, ITS INDEMNIFICATION OBLIGATIONS AND ANY BREACH OF THIS
AGREEMENT.




6.   TECHNICAL REQUIREMENTS; EQUIPMENT

a. It is Customer’s sole responsibility to ensure that it meets the minimum
hardware, Software, connectivity, and other technical requirements for accessing
the Subscription Services. Vonage’s minimum technical prerequisites are
available upon request.

b. Customer understands, acknowledges, and agrees that: (i) Customer must have a
high-quality high-speed internet connection to use the Services; and (ii) Vonage
is not providing an internet connection for Customer. Vonage does not control
and is not responsible for: (a) Customer's internet connection; (b) the quality
of Customer's internet connection; (c) any third party products and/or services
related to Customer's internet connection; or (d) problems with the Services
that are caused by or related to Customer's internet connection. Vonage will not
contact any of the internet providers and/or service or product providers on
Customer's behalf.

c. Customer understands and acknowledges that use of the Services may require
the use of certain Customer Equipment, Vonage Equipment, and/or Third-Party
Equipment. Vonage’s Equipment Policy is set forth here and shall apply to all
equipment used, purchased or leased in connection with the Services.




7.   SUPPLEMENTAL TERMS; POLICIES; APPS MARKETPLACE

a. These Service Terms incorporate applicable Supplemental Terms set forth here,
which shall apply to the specific Third-Party Services purchased by Customer, if
any. Certain Subscription Services may be subject to other third-party terms
which shall be made available to Customer prior to the purchase of such
Third-Party Services, and shall supersede any conflicting terms with respect to
such Subscription Services. 

b. These Service Terms also incorporate all additional terms, conditions and
policies that are set forth in an addendum, schedule or exhibit, as well set
forth in the Legal Policy Center here under the heading “Unified Communications
– VBC” (collectively, the “Additional Terms”), and supersede and replace all
terms and conditions set forth in any documents issued by Customer, including
purchase orders and specifications not agreed to in writing by the Parties.  

c. Vonage may update or replace the AUP, Privacy Policy, Copyright Policy,
Telephone Number Porting Policy and Emergency Services Acknowledgement
(“Policies”) from time to time (a “Policy Change”), and will provide notice to
Customer either via email to the address on file, or through Customer’s invoice.
If such Policy Change is (a) applicable to Customer, and (b) materially and
detrimentally impacts the Services, upon receipt of notice, Customer will have
thirty days to notify Vonage that such changes are materially and adversely
impacting, stating specifically which changes are impactful. The Parties will
then attempt to reach a mutually agreeable workaround agreement. If agreement
cannot be reached, Vonage may either waive or modify the requirement to
Customer's reasonable satisfaction. If Vonage does neither, then Customer can
either, within thirty days following Vonage’s notice of its refusal to waive or
modify the requirement, accept the Policy Change or terminate those Services
affected without termination liability, without the right to continue to use
those Services thereafter. Notwithstanding the foregoing, Customer’s right to
object or terminate shall not apply to Policy Changes required by applicable
law, regulation or governmental authority, or to changes required to protect the
security and operability of Vonage, the Services, Vonage’s other customers.

d. Vonage offers third party products and services on its App Marketplace
(“Third-Party Apps”). When Customer subscribes to use such Third-Party Apps,
Customer shall agree separately to the required terms of use or service with
such Third-Party App provider (“App Terms”), in addition to these Service Terms.
Vonage is responsible for the billing and collection of amounts owed to such
third-party provider and to tax and regulatory authorities, and will charge
Customer’s method of payment. Charges for these services will appear on
Customer’s monthly Vonage invoice. Vonage will also handle all billing
questions. Customer acknowledges that Vonage is not responsible for support or
technical assistance with respect to any Third-Party App and that Customer’s use
of the App itself is subject to the App Terms; Customer shall direct its App
questions and support requests directly to the provider of the Third-Party App
at the contact email address or number set forth on the Marketplace and/or in
the App Terms. However, Customer may only modify or terminate Third-Party Apps
or related accounts through the App Marketplace in order to modify or terminate
billing for such Third-Party Apps. Failure to do so through the App Marketplace
will not modify or terminate billing, for which Customer is liable. Customer is
solely responsible for its use of the Third-Party App, and will indemnify Vonage
and its Affiliates against any and all claims arising from Customer’s misuse of
the Third-Party App or its breach of the App Terms.

e. Vonage may enter into marketing arrangements with marketing partners (each a
"Marketing Partner") or resale/distribution agreements with authorized
distributors (each an "Authorized Distributor") who market Vonage Services to
prospective customers who then subscribe to these Service Terms. When these
Service Terms are accepted by a Customer, the Customer is considered a customer
of Vonage only with respect to Vonage Services. As an example, if the
distributor of internet services also markets Vonage-branded solutions and a
Customer subscribes to both internet services and Vonage Services with Vonage
under these Service Terms, the customer is considered, with respect to Vonage
Services, only a customer of Vonage. The terms, conditions and policies pursuant
to a Marketing Partner or Authorized Distributor's contractual arrangement with
Customer for other products and services may differ from these Terms of Service,
Privacy Policy and other policies applied by Vonage to similarly situated
customers, but such Marketing Partner's or Authorized Distributor's terms,
conditions and policies will not apply to Vonage Services, nor supersede these
Service Terms as applicable to Vonage Services.




8.   INTELLECTUAL PROPERTY; CUSTOMER DATA AND DATA DELETION

A.  Customer Data.

As between Customer and Vonage, Customer owns and reserves all right, title, and
interest in Customer Data. Customer authorizes Vonage to use the Customer Data
to provide the Services and perform in accordance with the Agreement.




B.  Retention and Deletion of Call Recordings and Voicemails. 

Except as agreed by Vonage and Customer in writing, Vonage shall delete Call
Recordings and Voicemails as follows:

a. if CX Contact Center Services, in accordance with data storage terms set
forth in the CX Service Description set forth here;

b. if VBC Services, call recordings are retained until Customer deletes the
data, or the Service(s) are cancelled, or until Customer utilizes all allotted
storage space. Customer may download the data at any time prior to cancellation
or termination of Service(s). Voicemail messages are retained for 90 days from
the date the message was recorded and 7 days after cancellation or termination
of the Service(s).

c. Following the stated retention periods, the VBC Call Recordings and
Voicemails are purged.




C.  Suggestions. 

Customer’s suggested improvements to and feedback regarding the Services are not
Confidential Information, and Customer grants to Vonage an unrestricted,
irrevocable, fully paid-up, and non-exclusive right to use such suggestions and
feedback for any purpose.




D.  Vonage Services and Vonage Content. 

Vonage owns and reserves all right, title and interest in and to the Services
and all improvements, modifications, and derivative works thereof. Other than
the Customer Data, all Vonage Content is as between Customer and Vonage owned by
Vonage. Customer shall not (and shall not allow third parties to) (i) decipher,
decompile, disassemble, reverse engineer, or otherwise attempt to derive any
source code or underlying ideas or algorithms of Vonage Content, except to the
limited extent applicable laws specifically prohibit such reverse-engineering
restrictions; or (ii) alter, modify, translate, or otherwise create derivative
works of any part of the Vonage Content, except as may be authorized by specific
licensing terms accompanying certain Software.




E.  Other Rights. 

Except as explicitly granted herein, neither Party is granted a license or other
right (express, implied, or otherwise) to use any trademarks, copyrights,
service marks, logos, trade names, patents, trade secrets, or other intellectual
property of the other Party or its Affiliates without the express prior written
authorization of the other Party.




F.   Restrictions. 

The Services may contain Vonage Content provided by Vonage, Vonage’s partners
and customers, or other third parties, that are subject to and protected by
copyrights, trademarks, service marks, patents, trade secrets, or other
proprietary rights and laws. Customer shall abide by and maintain all copyright
notices, information, and restrictions contained in any Vonage Content accessed
through the Services.




9.   CONFIDENTIALITY AND DATA PROTECTION

A.  Confidential Information

“Confidential Information” means any non-public information or data, regardless
of whether it is in tangible form, disclosed by either Party that is marked or
otherwise designated as confidential or proprietary or that should otherwise be
reasonably understood to be confidential given the nature of the information and
the circumstances surrounding disclosure, including the material terms of this
Agreement. The terms of the Agreement are the Confidential Information of both
Parties. Neither Party may identify the other Party using its name, trademarks,
and/or logos in marketing collateral, press releases, presentations, websites,
and/or case studies without the other Party’s written consent. Confidential
Information does not include any information which: (i) is publicly available
through no fault of receiving Party, (ii) was properly known to receiving Party,
without restriction, prior to disclosure by the disclosing Party, (iii) was
properly disclosed to receiving Party, without restriction, by another person
without violation of disclosing Party’s rights, or (iv) is independently
developed by the receiving Party without use of or reference to the disclosing
Party’s Confidential Information.




B.  Restrictions 

Each Party agrees that it will use the Confidential Information of the other
Party solely in accordance with the provisions of the Agreement (and for Vonage
to provide the Services) and it will not disclose such Confidential Information
to any third party without the other Party’s prior written consent, except as
otherwise permitted hereunder or for Vonage to provide the Services or make
other uses and disclosures identified in Vonage’s Privacy Policy. Each Party
agrees to exercise due care in protecting the other Party’s Confidential
Information from unauthorized use and disclosure. Each Party may also disclose
the Confidential Information of the other Party to its employees,
representatives, actual or potential investors, and subcontractors who have a
need to know and are bound to keep such information confidential consistent with
the terms of this section. In addition, Vonage may disclose the Agreement under
a comparable non-disclosure agreement in response to a third-party due diligence
request supporting a financing or non-ordinary course of business corporate
transaction. Either Party may disclose the Confidential Information of the other
as required by law, legal process, or court order; provided that, subject to
applicable law, it promptly notifies the other Party of such required disclosure
in order to allow the other Party to seek a protective order or other
appropriate remedy.




C.  Data Security 

Vonage agrees to use commercially reasonable efforts to safeguard the security
of Customer Data it handles, stores, processes, or transmits within its
reasonable span of control in accordance with applicable law. If Vonage
discovers or is notified of a breach of security relating to Customer Data,
Vonage shall promptly (a) notify Customer of such breach; and (b) if the
applicable Customer Data was within the reasonable span of control of Vonage at
the time of such breach, Vonage shall: (i) use commercially reasonable efforts
to mitigate the effects of the breach; and (ii) take commercially reasonable
steps to institute safeguards that are designed to prevent or attempt to prevent
the recurrence of such breach.




D.  Personal Data 

Processing of personal data by Vonage on behalf of Customer shall be subject to
the terms of the Vonage Data Processing Addendum (“DPA”), which is automatically
incorporated into the Agreement by this reference.




10. WARRANTIES AND DISCLAIMERS.

A. Vonage Warranty

Vonage will provide the Services using a commercially reasonable level of skill
and care, in material compliance with all applicable laws and otherwise subject
to the terms of this Agreement. To the extent permitted by law, Vonage shall
pass through to Customer any and all warranties Vonage receives in connection
with equipment provided to Customer. The Services will be provided substantially
in accordance with the applicable Service Level Agreement. Customer’s exclusive
remedy and Vonage’s entire liability for a breach of this Section are set forth
in the applicable Service Level Agreement and Section 13 (Termination).




B. Customer Warranty

Customer and its Authorized Users’ use of the Services must at all times comply
with all applicable laws and this Agreement.




C.  Assumption of Risk

Vonage has no special relationship with or fiduciary duty to Customer.
Notwithstanding anything to the contrary herein, Vonage shall have no liability
for acts, faults, or omissions of any third party telecommunications systems,
networks, or operators (including, without limitation, suspension or termination
of Vonage’s connections, or faults in or failures of such apparatus or network).




D.  Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, SALES ORDER, OR APPLICABLE
SERVICE LEVEL AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
SERVICES AND VONAGE CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE,” AND WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY (E.G.,
AS TO LATENCY AND THROUGHPUT), AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH
ARE EXPRESSLY DISCLAIMED. VONAGE, AND VONAGE’S SUPPLIERS, PARTNERS, AND
LICENSORS, AND EACH OF VONAGE’S AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AND AGENTS, DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAIM ALL
WARRANTIES) THAT: (I) THE SERVICES (OR ANY MOBILE OPERATORS) WILL BE SECURE OR
AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) ANY DEFECTS OR ERRORS WILL BE
CORRECTED, (III) THE CONTENT ON THE VONAGE WEBSITES OR SERVICES (OR ANY THIRD
PARTY SITES OR SERVICES LINKED THERETO) IS ACCURATE, ERROR-FREE, OR COMPLETE, OR
(IV) THE RESULTS OF USING THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. VONAGE
DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT
OF, COMMUNICATION BY, OR PRODUCT OR SERVICE ADVERTISED OR OFFERED BY, A THIRD
PARTY THROUGH THE SERVICES, AND VONAGE WILL NOT BE A PARTY TO OR IN ANY WAY BE
RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMER AND THIRD PARTIES.
EXCEPT AS OTHERWISE AGREED IN A BUSINESS ASSOCIATE AGREEMENT SIGNED BY VONAGE,
VONAGE MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES OR THEIR USE WILL
COMPLY WITH HIPAA OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA, AND IS RELEASED
FROM ANY LIABILITY FOR ITS ACTS OR OMISSIONS RELATING TO HIPAA.




11. INDEMNIFICATION

A.  By Customer

Customer agrees to defend, indemnify, and hold harmless Vonage, its Affiliates,
and each of their respective employees, licensors, contractors, directors,
officers and representatives, from and against any damages, liabilities, claims,
demands, obligations, losses, fines, penalties, and expenses (including
reasonable attorney’s fees) (collectively, “Losses”) incurred in connection with
claims made or brought by a third party arising from or relating to: (i) use of
the Services in a manner not authorized by this Agreement, including violations
of the AUP or applicable law, by Customer, its Affiliates, or its or their
Authorized Users, employees, agents, or subcontractors; (ii) claims relating to
Customer Data; or (iii) gross negligence, fraud or willful misconduct of
Customer, its Affiliates, or its or their employees, agents or subcontractors.




B.  By Vonage 

Vonage agrees to defend, indemnify and hold harmless Customer from and against
any Losses incurred in connection with claims made or brought by a third party
arising from or relating to (i) infringement of third-party Intellectual
Property Rights due to Customer’s authorized use of the Services (other than
Customer Data); or (ii) gross negligence, fraud or willful misconduct of Vonage
or its employees, agents, or subcontractors. Notwithstanding any of the
foregoing, Vonage shall have no liability for Losses arising out of (x) any
combination, operation, or use of the Services with any hardware, software, or
services not provided by Vonage, except to the extent such combination,
operation, or use is necessary for the use of the Services; or (y) use of any
sample or reference code made available by Vonage or any third party, via the
Vonage Website or otherwise.




C. Procedure

The indemnified Party shall notify indemnitor promptly after the indemnified
Party learns of the existence of an indemnifiable claim hereunder; provided,
however, that failure to give such notice shall only affect the rights of the
indemnified Party to the extent that indemnitor is prejudiced. The indemnified
Party shall not admit any liability whatsoever. The indemnitor shall be entitled
to take sole control of the defense and investigation of the indemnifiable claim
at its own expense, by providing prompt written notice to the indemnified Party.
The indemnified Party shall cooperate in all reasonable respects with the
indemnitor and its attorneys in the defense of the claim (including by making
available books, records, and personnel), and may reasonably participate at its
own expense, through its attorneys or otherwise, provided that such
participation does not interfere with the indemnitor’s defense. All settlements
of indemnifiable claims under this Section shall: (i) be entered into only with
the indemnified Party’s consent if such settlement requires any admission of
guilt or imposes any restriction or obligation on the indemnified Party; and
(ii) include an appropriate confidentiality agreement prohibiting disclosure of
the terms of such settlement.




12. LIMITATION OF LIABILITY

A.  Exclusions

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY
OR VONAGE’S SUPPLIERS, LICENSORS, PARENT, SUBSIDIARY, AFFILIATE, CONTENT
PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR
AGENTS, BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY,
NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES
OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR: (I) ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER, LOST PROFITS, GOODWILL, REVENUE, INCOME OR BUSINESS, DATA LOSS,
INTERRUPTION OF BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS,
TECHNOLOGY, RIGHTS, OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES);




B.  Direct Damages; Limitations

a. VONAGE'S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL IN NO EVENT
EXCEED THE TOTAL AMOUNTS PAID OR ARE PAYABLE TO VONAGE UNDER THIS AGREEMENT IN
THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A
CLAIM SUBJECT TO THIS SECTION. THE PARTIES ACKNOWLEDGE AND ACCEPT THE
REASONABLENESS OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS
SECTION.

b. NOTWITHSTANDING THE PROVISIONS IN THIS SECTION, NOTHING IN THIS AGREEMENT
SHALL LIMIT FINANCIAL LIABILITY IN RESPECT OF THE CUSTOMER’S PAYMENT
OBLIGATIONS, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR EITHER PARTY’S
LIABILITY FOR DEATH, BODILY INJURY, OR DAMAGE TO TANGIBLE PERSONAL PROPERTY, OR
ANY OTHER ACT OR OMISSION FOR WHICH LIABILITY SHALL NOT BE LIMITED UNDER
APPLICABLE LAW.




13. TERM AND TERMINATION

A.  Term 

This Agreement shall be effective beginning on the Effective Date and continue
for so long as Services are being provided to Customer.




B. Termination

Either Party may terminate the Agreement for cause: (i) if the other Party is in
material breach of the Agreement and has failed to cure such breach within
thirty days after written notice thereof, or (ii) upon the other Party’s
liquidation, commencement of dissolution proceedings, disposal of substantially
all assets, failure to continue its business in the ordinary course, assignment
for the benefit of creditors, or becoming the subject of a voluntary or
involuntary bankruptcy or similar proceeding.




C. Effect of Termination and Survival

Upon termination of the Agreement, and without limiting any of Vonage’s other
remedies hereunder: (i) Customer remains liable for all Charges and any other
obligations accrued and owed by Customer through the effective date of such
termination, and (ii) except in the case of termination owing to Vonage breach,
Customer remains liable for all Charges and any other obligations accrued and
owed by Customer from the date of termination through the end of the contracted
Service Term, and (iii) except as expressly set forth herein, all of Customer’s
rights and licenses under the Agreement will immediately terminate and Customer
shall cease using the Services. All amounts accrued or owed to Vonage in
connection with the Agreement, and any other provisions which by their nature
would reasonably survive, shall survive any termination of the Agreement.
Following any suspension or termination of the Agreement or Customer’s Account
other than for breach, Customer may request any post-termination assistance that
Vonage may elect to make generally available with respect to the Services,
subject to and conditioned upon Customer’s advance payment of any applicable
fees and acceptance of all terms and conditions that Vonage specifies in writing
with respect thereto.




14. NOTICES

a. Vonage shall send notices hereunder via email to the email address Customer
provides in its Account. It is Customer’s responsibility to keep its email
address current, and Customer will be deemed to have received any email sent to
the last known email address Vonage has on record for Customer.

b. Customer shall send notices hereunder as follows:

i. Formal Legal Notices - via email to legalnotices@vonage.com.

ii. Billing Disputes - via email to customercare-vb@vonage.com.

iii. Cancellation/Non-Renewal of Services - by contacting Vonage Customer Care,
or Customer’s account manager via email..

c. The addresses to which notices may be given by either Party may be changed
upon written notice given to the other Party pursuant to this Section (Notices)
or by Customer via the Customer portal.




15. EMERGENCY SERVICES

BY USING THE SERVICE AND/OR VONAGE EQUIPMENT, CUSTOMER ACKNOWLEDGES THE
LIMITATIONS OF VONAGE’S EMERGENCY SERVICE AS DESCRIBED IN ITS EMERGENCY SERVICES
POLICY, AS WELL AS THOSE SET FORTH IN THIS SECTION. CUSTOMER AGREES AND
ACKNOWLEDGES THAT WHILE MOST VONAGE SERVICES OFFER ACCESS TO APPLICABLE
EMERGENCY SERVICES, OTHERS MAY NOT. CUSTOMER IS ADVISED TO THOROUGHLY READ AND
UNDERSTAND THE APPLICABLE EMERGENCY SERVICES ACKNOWLEDGEMENT AND THE OPTIONS
AVAILABLE. CUSTOMER ACKNOWLEDGES THAT IT ASSUMES THE RISKS ASSOCIATED WITH THE
EMERGENCY SERVICE LIMITATIONS AS SET FORTH IN THE EMERGENCY SERVICES DISCLOSURE
NOTICE AND ACKNOWLEDGMENT.




16. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of
the country indicated on Schedule 2 based on Customer’s domicile, in any case
without reference to conflicts of law rules, and jurisdiction and venue for all
claims shall be held in accordance with Schedule 2. The United Nations
Convention on Contracts for the International Sale of Goods shall be
inapplicable hereto.




17. ARBITRATION AND DISPUTE RESOLUTION

A.  Management Resolution 

In the event either Party has a dispute or claim against the other Party, the
disputing Party shall provide written notice to the other Party per Section 14
(Notices). The Parties agree to escalate disputes (other than invoice disputes)
to their respective management, who will use commercially reasonable efforts to
resolve the dispute by consulting with each other in good faith to reach an
equitable resolution satisfactory to both parties within thirty days of the
receipt of notice. Neither Party shall pursue or commence proceedings regarding
the dispute in any court, administrative arbitral, or other adjudicative body
prior to engaging in such consultations and negotiations.




B.  Binding Arbitration 

If negotiations fail to resolve the dispute within thirty days, and/or small
claims court is not a valid option due to the size or nature of the claim, all
disputed claims (except for claims relating to Intellectual Property Rights,
indemnity, or confidentiality obligations, fraudulent or unauthorized use,
theft, or piracy of service, or matters relating to injunctions or other
equitable relief) must be resolved by binding arbitration before a single
arbitrator, in the English language. This agreement to arbitrate is intended to
be given the broadest possible meaning under applicable law. The initiation of
an arbitration dispute shall not otherwise prevent Vonage or Customer from
terminating Services in accordance with the Agreement.




C.  Location and Procedure 

A Party who intends to seek arbitration must first send to the other Party a
written notice of dispute per Section 14 (Notices), which must describe the
nature and basis of the dispute and set forth the specific relief sought. The
arbitration location and arbitration organization will be according to the terms
of Schedule 2, based on the principal business location of Customer. The amount
of any settlement offer made by Customer or Vonage shall not be disclosed to the
arbitrator until after the arbitrator determines the amount, if any, to which
Customer or Vonage is entitled. Judgment on the award rendered by the arbitrator
may be entered in any court having competent jurisdiction. Any provision of
applicable law notwithstanding, the arbitrator will not have authority to award
damages, remedies or awards that conflict with this Agreement. The prevailing
Party in any action or proceeding to enforce this Agreement shall be entitled to
recover its reasonable attorneys’ fees and costs. 




D.  Jury Trial and Class Action Waiver

Subject to applicable law, each Party waives its right to a trial by jury for
claims subject to arbitration hereunder. The arbitrator may award relief only in
favor of the individual Party seeking relief and only to the extent necessary to
provide relief warranted by that Party's individual claim. The arbitrator may
not award special, indirect, punitive, incidental or consequential damages.
CUSTOMER MAY BRING CLAIMS AGAINST VONAGE ONLY IN CUSTOMER’S INDIVIDUAL CAPACITY
AND NOT AS A CLAIMANT / PLAINTIFF, CLASS MEMBER OR GROUP ACTION IN ANY PURPORTED
CLASS OR GROUP ACTION OR REPRESENTATIVE PROCEEDING AND CUSTOMER EXPRESSLY WAIVES
ITS RIGHT TO BRING A CLASS OR GROUP ACTION SUIT. The arbitrator may not
consolidate more than one person's or entity's claims and may not otherwise
preside over any form of a representative or class proceeding.




E. Equitable Relief 

Notwithstanding the foregoing, each Party shall be entitled to enforce its
Intellectual Property Rights and seek equitable relief in any court of competent
jurisdiction at any time.




18. MISCELLANEOUS

A.  Entire Agreement; Headings 

This Agreement constitutes the entire agreement between Customer and Vonage with
respect to the Services, and supersedes all prior or contemporaneous
communications and proposals (whether oral, written or electronic) between the
Parties with respect thereto. The section and paragraph headings in the
Agreement are for convenience of reference only and shall not affect their
interpretation. No oral or written information or advice given by Vonage or its
employees and other representatives will create any obligations or warranty on
behalf of Vonage unless otherwise agreed in a writing signed by an authorized
Vonage representative. Any purchase orders, confirmations, payment
documentation, or other terms provided by Customer, even if signed by the
Parties after the date hereof, shall have no force or effect. In the event that
the Parties have executed versions of the Agreement drafted in more than one
language, the English language version shall govern and prevail. Customer
represents that Vonage has made no commitments or promises orally or in writing
with respect to delivery of any future features or functions. In relation to any
future features or functions, all presentations, RFP responses, and/or product
roadmap documents, information or discussions are informational only and are not
the basis for, nor part of this Agreement or any Sales Order.




B.  Modifications and Waivers 

Except as expressly provided elsewhere in the Agreement, the Agreement may not
be changed or modified, nor may any provisions hereof be waived, nor may any
consent or confirmation be considered to have been given, except by an agreement
in writing signed by the Party against whom enforcement of the change or
modification is asserted, and any such modification, change, waiver, consent, or
confirmation on Vonage’s behalf may only be given by an authorized signatory of
Vonage. The failure of either Party to exercise in any respect any right
provided for herein shall not be deemed a waiver of any other rights hereunder.




C.  Severability

If any provision of the Agreement, or any part thereof, is found to be
unenforceable or invalid, that provision will be (to the minimum extent
necessary) replaced by a valid and enforceable provision the effect of which
comes as close as possible to the intended economic effect of the unenforceable
or invalid provision, so that the Agreement will otherwise remain in full force
and effect.




D.  Force Majeure

Neither Party is liable for any failure of performance (other than for delay or
performance in the payment of money due and payable hereunder) to the extent
such failure is due to any cause or causes beyond such Party’s reasonable
control, including acts of God, fire, explosion, vandalism, adverse weather
conditions, governmental action, acts of terrorism, strikes and similar labor
difficulties, war, pandemic, sabotage, or denial of service attacks. Neither
Party’s invocation of this clause will relieve Customer of its obligation to pay
for any Services actually provided or permit Customer to terminate any Services
except as expressly provided herein. The affected Party shall make all
reasonable efforts to mitigate the effects of the force majeure event on the
performance of its obligations under this Agreement.




E.   Relationship of the Parties; No Third-Party Beneficiaries

The relationship of the Parties shall not be that of partners, agents, or joint
venturers for one another, and nothing contained in the Agreement shall be
deemed to constitute a partnership or agency agreement between the Parties for
any purpose. Vonage and Customer are independent contractors and shall discharge
their contractual obligations at their own risk subject to the terms of the
Agreement. Except as explicitly stated herein, nothing in the Agreement shall
confer upon any third parties any rights, benefits, or remedies.  




F.   Assignment

This Agreement inures to and is binding upon the Parties’ successors and
permitted assignees. Neither Party shall assign the Agreement without the other
Party’s prior written consent, not to be unreasonably conditioned, withheld or
delayed; provided that such assigning Party may, without consent, but with
reasonable prior written notice, assign its rights and obligations hereunder to
any parent, affiliate, or subsidiary of such assigning Party or pursuant to any
merger, acquisition, reorganization, sale or transfer of all or substantially
all its assets; provided, further, that with respect to an assignment by
Customer, (i) the successor shall not provide services that compete with Vonage;
(ii) the successor must be at least as creditworthy as Customer, as reasonably
determined by Vonage; (iii) the successor shall agree in advance and in writing
to assume and be bound by all provisions of the Agreement, and shall deliver to
Vonage upon request fully-executed documents reasonably acceptable to Vonage
establishing the terms of such an assignment; (iv) such assignment may not
constitute or result in a violation of applicable trade control, export, or
other law; and (v) Customer shall remain liable for all of Customer’s
obligations that accrued prior to such assignment. Any assignment by a Party
other than as permitted by this section shall be void and of no force or effect.




G.  Trade Compliance

By using the Services, Customer represents and warrants that (i) its use of the
Services will not violate any embargoes, sanctions, trade restrictions, or
similar restrictions issued by any applicable governmental entity; and (ii)
Customer, its Affiliates, and its Authorized Users have not been designated by
any applicable government or any government agency as a prohibited or restricted
party under any trade restrictions, export laws, or the like. Customer shall not
use the Vonage Website or Services for any purpose prohibited by applicable law,
including the development, design, manufacture, or production of missiles, or
nuclear, chemical or biological weapons. Customer may not use, export,
re-export, import, or transfer any technology or data related to the Services
except as authorized by the Agreement and all applicable laws, rules, and
regulations.




H.  Government Terms

If Customer is an agency, department or other entity of any government, then any
use, modification, duplication, reproduction, release, performance, display,
transfer, or disclosure of the Services and accompanying documentation shall be
governed solely by this Agreement. Any other use shall be prohibited and no
other rights are granted.




I.    Authority and Execution

Each Party represents that (i) it has full authority to enter into and perform
under this Agreement; (ii) the person accepting the Sales Order(s) and any other
applicable documents on its behalf is properly authorized; and (iii) it has read
the Agreement, understands it, and agrees to be bound by all of its terms,
conditions, and provisions. This Agreement shall become effective upon
Acceptance of a Sales Order. Electronic Acceptance of Sales Orders and any other
applicable documents, and the incorporation by reference of this Agreement into
all applicable documents shall be deemed valid, binding and enforceable by and
against both Parties. 




J.   Basis of Bargain; Failure of Essential Purpose

Customer acknowledges and agrees that Vonage has established its prices and
entered into this Agreement in reliance upon the limitations and exclusions of
liability and the warranty disclaimers set forth in this Agreement, and that
they are an essential basis of the bargain between the parties and are material
terms of this Agreement. The Parties agree that the limitations and exclusions
of liability and warranty disclaimers specified in this Agreement will survive
and apply even if found to have failed their essential purpose, and Customer
hereby waives its right to contest the enforceability of any provision of this
Agreement by reason of such failure.




K.  Export Compliance

The Services and any derivatives thereof may be subject to export laws and
regulations of the United States and other jurisdictions. Each party represents
that it is not named on the United States’ government denied-party list.
Additionally, the Customer shall not permit its Authorized Users to access or
use the Services while located in a United States embargoed country (currently
Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any United
States’ export law or regulation.




L.   Order of Precedence

In the event of any conflict or inconsistency among the following documents, the
order of precedence shall be: (a) the DPA and BAA (if applicable); (b) the Sales
Order; (c) Product-Specific Terms (where relevant); (d) the Service Descriptions
and Service Level Agreement (if applicable); (e) this Agreement; (f) the
Statement of Work (if applicable).




M. Choice of Language

Each Party hereby confirms its express wish that this Agreement and all related
documents be prepared in the English language only.




N. Survival

Survival. The terms and conditions of this Agreement will survive the expiration
or other termination of this Agreement to the fullest extent necessary for their
enforcement and for the realization of the benefit thereof by the Party in whose
favor they operate.













SCHEDULE 1

Definitions




“Acceptance” of an Sales Order (or “Accepts” or “Accepted”) shall mean (a) with
respect to the Customer: (i) clicking a box indicating acceptance; (ii)
executing a Sales Order, amendment or Change Order, (iii) using Vonage’s online
portal to order Services; (iv) conveying Sales Ordering instructions to Vonage
followed by implementation of such Sales Order instructions; (v) using free or
N/C Services; and (b) as to Vonage, the written or electronic confirmation of
its acceptance of an Sales Order.

“Account” means the numbered account established with Vonage and associated with
Customer and the Services provided to Customer under this Agreement.

“Affiliate” means any entity that directly or indirectly controls, is controlled
by, or is under common control with the subject entity. “Control,” for purposes
of this definition, means direct or indirect ownership or control of more than
50% of the voting interests of the subject entity.

“Agreement” means a Sales Order, this Agreement, and all applicable documents
incorporated by reference and/or mutually Accepted by the Parties, which shall
collectively form a legally binding agreement.

“AUP” means the Acceptable Use Policy accessible here.

“Authorized User” means the authorized individual accepting this Agreement on
behalf of Customer, and to whom Vonage has supplied a user identification and
password. Authorized Users may include, for example, employees, consultants,
contractors and agents of Customer and its Affiliates, and third parties with
which Customer authorizes to access Customer’s Account and use the Services.

“Change Order” means any mutually agreed change to a SOW affected by a Change
Order form, signed by the Customer and Vonage detailing the relevant change.

“Charges” or “Subscription Charges” means the charges and fees payable under
this Agreement.

“Customer” means the customer identified in the Sales Order.

“Customer Data” means all data, information or material submitted by the
Customer or the persons to whom the Customer Data relates, or Authorized Users
to the Subscription Services, in connection with Customer’s use of the Services.

“Customer Equipment” means any equipment, software, software data storage,
systems, cabling or facilities provided by the Customer and used directly or
indirectly with the Services.

“Customer Location” means the physical location(s) where the Services are
provided.

“Effective Date” means the date of acceptance or execution of the applicable
Sales Order.

“Initial Term” means the initial term of the Subscription Services as stated on
a Sales Order.

“Intellectual Property Rights” means all patents, rights to inventions, utility
models, copyright and related rights, trademarks, service marks, trade, business
and domain names, rights in trade dress or get-up, rights in goodwill or to sue
for passing off, unfair competition rights, rights in designs, rights in
computer software, database right, topography rights, moral rights, rights in
confidential information (including know-how and trade secrets) and any other
intellectual property rights, in each case whether registered or unregistered
and including all applications for and renewals or extensions of such rights,
and all similar or equivalent rights or forms of protection in any part of the
world.

“Marketplace” means an online exchange, catalogue or marketplace of
applications, sponsored or operated by Vonage, that interoperate with the
Services.

“Other Data” means information obtained by Vonage from publicly available
sources or its third-party content providers and made available to Customer
through the Services, Beta Services or pursuant to a Sales Order.

“Payment Terms” means the period of time Customer is required to remit payment
for an invoice in full, without deduction or set-off, as stated in the Sales
Order. 

“Professional Services” means the set-up, installation, configuration and other
professional services identified in a Sales Order (and more fully described in
an applicable SOW) that are to be provided by Vonage in connection with the
Subscription Services.

“Professional Service Fees” means the fees for the Professional Services as set
out in the Sales Order.

“Renewal Term” means the period immediately following expiration of the Initial
Term which is the same duration as the Initial Term except as otherwise set
forth in the Sales Order or amendment.

“Sales Order” means the Vonage Services ordering document, electronic or paper
format, (together with any schedules), accepted by Customer and Vonage detailing
the specific products and Services purchased by the Customer. By entering into a
Sales Order Customer agrees to be bound by the terms of this Agreement.

“Service Description” means individually or collectively the documentation that
describes the Subscription Services.

“Services” or “Subscription Services” means all products, software and services
provided under this Agreement (including Vonage Equipment) that are ordered by
Customer, which are provided on a recurring or subscription basis, and for which
the Customer pays one or more Charges, and that are provided by Vonage as
detailed on the Sales Order. Services exclude non-Vonage products and services
and Other Data.  

“Shipping and Handling” means any fees and costs payable by Customer to Vonage
in connection with packaging, shipping, or processing Vonage Equipment or
purchased equipment to a Customer Service location.

"Software" means proprietary software (including documentation relating to such
software) owned or licensed by Vonage, or which Vonage has a right to sublicense
under this Agreement, which software is either provided to Customer under this
Agreement or is used by Customer in connection with the Services.

“Statement of Work” or “SOW” means the document signed by Parties which
describes the Professional Services to be provided.

“Subscription Services Invoicing Frequency” means the intervals at which Vonage
will deliver its invoices for Subscription Charges as detailed on the Sales
Order.

“Subscription Term” means the term of the Subscription Services and shall
include the Initial Term together with any Renewal Term. The term of
Subscription Services shall be as specified in the applicable Sales Order.

“Subscription Service Term Start Date” means the date that the Account is
created, Customer has platform access, the subscription licenses are first made
available (activated), and the Subscription Term and payment obligation for the
Subscription Services commences.

“Taxes and Fees” means those country, province, federal, state, or local taxes,
including without limitation, use, sales, value-added, privilege, or other
taxes, levies, imports, duties, fees, surcharges, governmental assessments, and
withholdings assessed against Customer or the Subscription Services, equipment
purchases and Professional Services. Taxes and Fees do not include Vonage fees,
recovery fees and surcharges that may be imposed on specific Services, and which
are described in the applicable Sales Order and/or Invoice.

“Usage Charges” means the variable, usage-based charges payable by the Customer
for connected minutes of telephony not falling within a relevant bundle of
pre-purchased connected minutes of telephony or other monthly recurring charges
for Services including minutes of telephony, or for SMS texts (if any) at the
rates set out in the applicable Service Description or as otherwise defined in
the Agreement.

“Vonage” means the Vonage business entity identified on the Sales Order.

“Vonage Content” means all content made available by Vonage through the Vonage
Website or the Services.

“Vonage Business Communications Services” or “VBC Services” means the telephony,
conferencing, messaging and related Subscription-based services.

“Vonage Contact Center Services or VCC Services” means the contact center
services provided by Vonage.

“Vonage Equipment” means all equipment that is used, leased or otherwise
provided by Vonage to Customer for use in connection with the Services,
including phone hardware (e.g., phones, routers, switches, SD-Wan devices, and
battery backup). Vonage Equipment does not include Customer Equipment or
Third-Party Equipment.

“Vonage Website” means the website set forth at https://www.vonage.com/ and/or
other localized Vonage website as may be available or applicable in certain
countries, through which Vonage’s products and services are described, as well
as the online administrative portal through which Customer manages the Account
and/or can make additional purchases for the Account.













SCHEDULE 2

Vonage Contracting Entities, Governing Law, Venue




Customer Domiciled InSupplier Contacting EntityAddress For NoticesGoverning
LawCourts Having Exclusive Jurisdiction Arbitration Association and Place of
ArbitrationEurope, Middle East or AfricaVonage Business Limited,
a company registered in England and Wales.
Registered Number: 3602868Legal Department,
Vonage Business Limited
Rosalind House, Jays Close,
Basingstoke, Hampshire, RG22 4BS, UKEnglandEngland
London Court of International Arbitration (LCIA) having its seat of arbitration
in London
North America or South AmericaVonage Business Inc.,
a company registered in the
United States of America.
Registered Number: 4437638Legal Department,
23 Main Street,
Holmdel, NJ 07733
Email: LegalNotices@Vonage.com DelawareDelawareAmerican Arbitration
AssociationThe Asia Pacific RegionVonage Australia Pty Ltd,
a company registered in Australia.
Registered Number: 153693326Legal Department,
Level 12680,
George Street,
Sydney, NSW 2000, AustraliaNew South Wales, AustraliaNew South Wales, Australia
The Institute of Arbitrators & Mediators Australia having its seat in Sydney
















SCHEDULE 3

Country-Specific Terms




The following additional terms and conditions (“Country-Specific Terms”) shall
apply if and to the extent the Customer is domiciled under the laws of one of
the countries listed below. In the event of a conflict between the
Country-Specific Terms and the other provisions of the Agreement, the
Country-Specific Terms shall prevail.




Australia

Except to the extent permitted by law, nothing in this Agreement has the effect
of excluding, restricting or modifying:

1. The application of any Consumer Guarantee that applies to the supply of the
Services (“Consumer Guarantees” means, if applicable to the Parties, the
consumer guarantees in Division 1 of Part 3-2 of the Australian Consumer Law);

2. The exercise of a right under any Consumer Guarantee that applies to the
supply of the Services; or

3. Any liability of Vonage for a failure to comply with a Consumer Guarantee
that applies to the supply of the Services.

4. To the extent permitted by law, Vonage’s liability for breach of any Consumer
Guarantee is limited,

at the Vonage’s option to:

     i. the re-supply of the Services that breached the Consumer Guarantee; or

     ii. the payment of the cost of having those Services supplied again.




Belgium

Customer may terminate a Sales Order for convenience at any time, provided that
(a) if Customer terminates the Sales Order for convenience prior to the end of
the sixth month of the Subscription Service Term, it shall be liable to Vonage
for all Charges that would have been due under the applicable Sales Order
through the end of the sixth month of the Subscription Service Term; and (b)
Customer shall not be liable for any early termination charges if it terminates
the Sales Order for convenience on or after the end of the sixth month of the
Subscription Service Term.




Canada

Each Party hereby confirms its express wish that this Agreement and all related
documents be prepared in the English language only. Les parties reconnaissent
avoir exigé que le présente convention et tous les documents connexes soient
rédigés en anglais seulement.




European Union 

The following terms (“EU Terms”) shall apply to the extent the Customer is
organized under the laws of a Member State of the European Union.

1.   Changes to the Agreement. A unilateral change to the Agreement by Vonage
shall be effective thirty days after Vonage provides notice to Customer. If
Customer reasonably objects to such change and such change is not to the
exclusive benefit of Customer, it may terminate the Agreement by providing
notice of termination to Vonage no later than thirty days following Vonage’s
notification of the change to Customer.

2.   Use of Customer Data. Customer shall ensure that Vonage is enabled to use
all Customer Data (including content) necessary to provide the Services).

3.   Primary Characteristics of Services. The primary characteristics of the
Services will remain available to the Customer during the Subscription Service
Term of the Agreement.

4.   Waiver of Certain Provisions of the European Electronic Communications
Code. If Customer is a microenterprise, small enterprise, or not-for-profit
organization (as defined under European Union law), it hereby explicitly waives
the applicability of sections 102, 105, and 107 of Directive 2018/1972 of the
European Parliament and of the Council of December 11, 2018 establishing the
European Electronic Communications Code (“EECC”), and any Member State law or
regulation implementing these EECC provisions.




Germany

Customer may dispute an invoice by providing written notice within eight weeks
after receipt. Handling of the dispute shall be in accordance with the German
Telecommunications Act.




Sweden

1.  Limits on Usage Charges. Customer may at any time during the Term, free of
charge, request the Services be suspended when call and other charges have
reached an amount specified by Customer. The specified amount may be amended by
Customer without additional charges.

2.  Blocking High-Cost Calls. Customer may at any time during the Term, free of
charge, request that numbers with elevated calling fees be blocked.




The Netherlands

No limitations on liability shall apply to losses arising from Vonage’s
deliberate recklessness or intentional misconduct.




United Kingdom




1. Waiver of Certain Provisions of the European Electronic Communications Code. 

If Customer is a microenterprise, small enterprise, or not-for-profit
organization (as defined under European Union law), it hereby explicitly waives
the applicability of sections 102, 105, and 107 of Directive 2018/1972 of the
European Parliament and of the Council of December 11, 2018 establishing the
European Electronic Communications Code (“EECC”), and any Member State law or
regulation or the UK General Conditions of Entitlement (GCs) implementing these
EECC provisions.




2. Emergency Services.

2.1          For Customers accessing the Telephony Services via a VBC-UK Plan;
where such service is fully operational, 999/112 public emergency call services
can be accessed from within England, Wales, Scotland and Northern Ireland.
 However, the Customer understands and acknowledges that Users may experience
some service limitations as follows:

2.1.1      If using the Telephony Services outside England, Wales, Scotland and
Northern Ireland a User will not be able to call emergency services for the
country in which the User is located.  The Customer is responsible for ensuring
that a line from another communications provider is set up to call emergency
services within the relevant country.

2.1.2      If there is a Telephony Service outage for any reason, such outage
may prevent access to 999/112 dialing.

2.1.3      The Customer must register with the Supplier the primary physical
location where it will be using the Telephony Service.  The Customer’s main
location will be registered as a part of receiving the Telephony Service.  It is
the Customer’s responsibility to maintain the accuracy of its location address
if there are any changes.  The Customer can do this by telephoning the
Supplier’s support team on 0800 316 1317 or +44 207 760 8888.  If the Customer
fails to update the Supplier with changes, it may or may not be possible for
emergency operators and authorities to identify the User’s location and phone
number when he/she dials 999/112.  Location information of the Customer’s main
office (as notified) will only be provided to emergency services; extension
information may not be provided to emergency services.  When dialing 999/112,
the User will need to state his/her location and phone number promptly and
clearly, as emergency operators and authorities may not have this information.

2.1.4      Emergency operators and authorities may or may not be able to
identify the User’s phone number in order to call the User back if the call is
unable to be completed, is dropped or disconnected, or if the User is unable to
speak to state his/her phone number and/or if the Telephony Service is not
operational for any reason. Emergency operators and authorities may also not be
able to hold the line open in the event that the User hangs up.

2.1.5      The Customer agrees to inform Users and potential users of the
Telephony Service of the above limitations and understands and accepts that it
should always have an alternative means of accessing 999/112 emergency services.

2.1.6      If the Supplier has cause to suspend the Telephony Service, a User
will still be able to dial 999.

2.2          Outbound dialling to emergency services is not available if the
Telephony Services are accessed via the Vonage Contact Centre contact-pad (which
is the interface used by Authorized Users providing voice capabilities, features
and functions).  

2.2          Outbound dialing to emergency services is not available if the
Telephony Services are accessed via the Vonage Contact Centre contact-pad (which
is the interface used by Authorized Users providing voice capabilities, features
and functions).  




3. Number Porting.

3.1          Although unlikely, number portability (which is the process for
moving Customer’s telephone number from one communications provider to another)
may not be possible.  If the Customer wishes to port its telephone number to the
Supplier or its telephone number from the Supplier to another provider, the
Supplier cannot guarantee that the Customer will be able to retain its telephone
number.










VBC1GTOS

6/22/2022, 7:03:27 AM


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