Terms

Last updated: 08/10/2021

Welcome to Convoso.  The terms set forth below govern your use of the Convoso Services.  Please read this Agreement carefully before you begin using Convoso Services.  You will find defined terms in Section 13.  “You” and “Authorized User” refer to you, the person committed to paying for your use of certain of the Convoso Services and the one bound by this Agreement.  “Convoso” and “we” and “us” refer to Convoso, Inc.

Binding Agreement. Once you click on the “I accept” button and make your initial payment (which is a pre-payment), that means you, as Authorized User, have agreed to and entered into a legally binding agreement with Convoso, which is called the “Convoso Services Agreement” or the “Agreement” (as defined in Section 13).  If you are using the Convoso Services and you do not wish to be bound by this Agreement, then you must cancel your order by following the procedure set forth in this Agreement. Please note that use by any user, whether authorized by you or not, who uses your account, is governed by this Agreement and you are liable for all actions of every such user.

1. Authorized Access to and Use of Convoso Services.

Upon such acceptance and pre-payment, Convoso authorizes you, the Authorized User, to access and use the Convoso Services you have paid for, along with Convoso Services paid for by your Field Leader.  You will at all times comply with this Agreement and instructions, rules and guidance provide by your Field Leader.  

2. Compliance

You must use the Convoso Services in compliance with law.  Period.  It is your responsibility.  You agree that you shall comply with all laws (including regulations) applicable to your use, as well as good business practices.  Additional details are set forth in Section 6 below.  

3. Payment Obligations and Procedures

(a) Obligation to Pay and Authorization of Credit Card Charges.Convoso must have authorization to charge your credit card the Authorized User Fee in advance of each Service Period.  Convoso will not activate and/or deliver any service until it has received immediately accessible funds for all amounts due.

You hereby agree to pre-pay the Authorized User Fee for your access to and use of the Convoso Services for each Service Period.  You hereby authorize Convoso to charge your credit card on file for such amounts prior to the start of each Service Period.

(b) All Payment(s) Are Pre-Payments; Auto-renewal. You understand and agree that:  (i)  all payments are pre-payments;  (ii)  all payments cannot be cancelled and are non-refundable; (iii)  for the charge for the Convoso Services from the preceding Service Period automatically renews for the next Service Period unless you have cancelled your order in accordance with this Agreement;

(c) Obligation to Pay Taxes and Other Fees.  You agree that you shall pay to Convoso all Taxes and Other Fees applicable to the Convoso Services.  Convoso shall allocate Taxes and Other Fees to you based upon Convoso Services, jurisdiction and other factors.  Taxes and Other Fees are included in the Authorized User Fee and could vary by Service Period.  Such Taxes and Other Fees will be calculated and billed in advance or in arrears at Convoso’s sole discretion.  Taxes shall not be deducted from the payments to Convoso, except as required by law, in which case the amount payable shall be increased as necessary, so that after making all required deductions and withholdings, Convoso receives and retains (free from any liability relating to Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made.  If Convoso must pay any Taxes and/or penalties arising from your use of Convoso Services, you shall promptly reimburse Convoso within fourteen (14) days of demand by Convoso.  

(d) Exemption.  Notwithstanding the foregoing, you don’t have to pay certain Taxes if you possess a valid exemption and, upon request, you provide a copy to Convoso of evidence of such exemption (e.g., a valid exemption certificate) satisfactory to Convoso.  If Convoso accepts such evidence, Convoso will give effect to such exemption to the extent it applies to any Taxes billed by Convoso following Convoso’s receipt of such evidence. Please check with your tax advisers or your Field Leader. Do not contact Convoso.

(e) Address.  For purposes of calculating Taxes and Other Fees, Convoso will use the billing address (or zip code) you provide, unless you notify Convoso in writing about use at another address or zip code.  The address will be determined in the onboarding process.  Convoso reserves the right to reject any request to treat an alternative physical location as the relevant billing address if Convoso believes that the address is invalid or otherwise inaccurate. 

(f) Payment Dates and Other Information.  Payments are due on each Payment Date, which will be several days in advance of the next Service Period.  If you sign up on a date other than a Payment Date, then Convoso will either pro-rate that first payment for the remaining days in that particular Service Period or it will add it to the payment for the next Service Period.  Thereafter, you will pay on the Payment Date and in no event later than the start of the next Service Period.  

(g) New Credit Card.  Unless Convoso, in writing (email being acceptable), waives the requirement under this Agreement, changing your credit card requires all authorizations (which may include paperwork) with the relevant financial institution to be in place not less than fifteen (15) days prior to use of the Convoso Services in the next Service Period.  Convoso must be able to charge the new card prior to the start of that Service Period.

(h) Past Due Balances. In the event that you are past due on any balance, for whatever reason, you could be subject to:  (i)  an interest charge of 1.5% per month for all past due sums (unless such amount is prohibited in your jurisdiction, in which case it will be the highest amount permitted) and/or (ii) suspension or termination of access to and use of the Convoso Services, and liability for any and all costs and fees Convoso incurs in suspending or terminating your account and/or in attempting to collect past due balances, including but not limited to costs and attorney’s fees.  Convoso will use commercially reasonable efforts to notify you of such past due amounts prior to the start of the next Service Period.  

(i) Chargebacks; Collection of Fees.  If a chargeback occurs, then Convoso shall have the right, in its sole discretion, to invoice you for the full disputed amount, plus accrued interest (if any), and to exercise its rights under this Agreement.  You shall pay to Convoso the amount of the chargeback within ten days of invoicing. You agree and acknowledge that, subject to applicable law, (i) payment of interest does not discharge your debt and (ii) you remain liable for all amounts owed.  If you do not cure the delinquency and make such payments in the time specified by Convoso, then Convoso 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 Convoso in its collection efforts, including Convoso’s attorney’s fees, as well as any other remedies Convoso may have under this Agreement, at law or in equity.

4. Additional Information Regarding Telecommunications

(a) 911 Emergency Services.  You understand and acknowledge that Convoso generally does not and is not yet required to provide emergency (911) services, and that, if a Voice Services offering does require or permit the dialing of 911 calls, Convoso’s service differs from and is more limited than the 911 service available from traditional telephone companies.  

Please note that government regulation will require Convoso to implement 911 capabilities in 2022 for certain Convoso Services.  In addition, Convoso may offer Convoso Services during 2021 that would require 911 capabilities.  In both cases, there will be additional Taxes and Other Fees to be paid and additional disclosures and terms will be required.  Convoso will notify you in advance of such changes.  

(b) Other Excluded Services.  Convoso Services do not at this time include directory listings or operator and directory assistance and do not support 976 or 900 calls.  Convoso Services do not support 311, 411, 511, or other X11 calling in all or certain service areas.

(c) Direct Inward Dialing Numbers (DIDs).  You will be provided the appropriate calling numbers by your Field Leader.  You agree that you have no ownership rights or use rights to the provided numbers beyond those provided under this Agreement. 

(d) TRACED Act Compliance.  Convoso will use commercially reasonable efforts to provide the Convoso Services in a manner consistent with its obligations under the TRACED Act and the implementing regulations thereunder and as interpreted by the FCC, as well as extensions provided for adherence to the Act, including validating calls in accordance with the STIR/SHAKEN framework.  Convoso shall have no liability to Authorized User for the level of attestation to calls to or from Authorized User, nor shall Convoso be liable for the refusal of any other carrier or service provider to validate, transmit or terminate any call based on such carrier’s or service provider’s assessment of such calls or the attestation level assigned thereto.  You may be required to provide certain information in response to a “Traceback Request.”  You will cooperate in good faith with responding to such requests.  If there is a problem with the STIR/SHAKEN attestation associated with your DID or a Traceback Request, contact your Field Leader.   

5. Use of Convoso Services;  Certain Intellectual Property

(a) Content.  You are solely responsible for the content of all information and communications that you send, display, upload, post, publish or submit while utilizing Convoso Services, and for the consequences of doing so, including any loss or damage to Convoso or any Third-party.  Convoso has no responsibility to any Third-party for such content.  

(b) Certain Restrictions on Use. You  shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make any Convoso Services available to any Third-party in any way; (ii) permit access to and/or use of any Convoso Services by anyone other than you (other than Persons permitted such access by Convoso);  (iii) modify, or make derivative works based upon, any Convoso Services, (iv) access any Convoso Services for any purpose not expressly authorized in the Agreement, including without limitation to develop a competitive product; (v) reverse engineer any Convoso Services or any other services provided by Convoso; and/or (vi) use any of the Convoso 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 in the opinion of Convoso violate Convoso’s intellectual property rights. You agree and acknowledge that you shall be solely responsible for actions or omissions in the access to and use of Convoso Services by you and any Users not authorized by Convoso.

(c) Authorized User Intellectual Property and Convoso’s Use.  Convoso understands, agrees and acknowledges that Convoso does not own your content, whether it is training materials, contests and promotions, scripts, or other data.  Convoso needs some rights in that intellectual property to enable you to use the Convoso Services.  Accordingly, you hereby grant Convoso a royalty-free license extending indefinitely beyond the term of this Agreement:  (i)  to upload, store, display and modify (solely for purposes of uploading, storing, displaying and, for limited purposes, manipulating) such content to enable you to view, manipulate and interact therewith; (i)  to aggregate and anonymize data arising from your use of the Convoso Services for research, development and maintenance purposes;  (iii)  keep copies to respond to legal inquiries.  

In particular, you consent to Convoso providing to USHealth Advisors, LLC (“USHA”) certain information from your use of the Convoso Services, including without limitation, records of Communications you have made, telephone numbers with which, and from which, you Communicate, provided, that such request is to obtain information regarding complaints, inquiries or investigations into violations of laws and regulations and in strict compliance with USHA’s agreement with Convoso. 

(d) Access to Technical Support.  Convoso will provide technical support but you must submit your technical support questions to your Field Leader.  Convoso will only provide support through the Field Leader and only if the Field Leader follows the procedures specified in its agreement with Convoso.

6. Compliance

You hereby covenant that you shall use Convoso Services in strict compliance with all applicable federal, state and local laws, rules or regulations in the United States and any other jurisdiction that are applicable to your use of the Convoso Services, including, but not limited to: prohibitions against the use of unfair, deceptive, or abusive acts or practices; laws, ordinances, regulations, and orders relating to privacy, data security, and the processing, storage, protection, and disclosure of personal information; and laws, ordinances, regulations, and orders relating to the marketing and sale of goods and services to consumers, including, but not limited to, the Telemarketing and Consumer Fraud and Abuse Prevention Act (TCFAPA), the Federal Trade Commission’s (FTC) Telemarketing Sales Rule (TSR), the Telephone Consumer Protection Act (TCPA), Telephone Robocall Abuse Criminal Enforcement and Deterrence Act (TRACED Act), each as amended during the term of this Agreement and any rules or regulations (including court interpretations) arising at any time from or relating to any of the foregoing, as well as the rules, regulations and other actions applied at any time by state, federal, and non-US agencies that have jurisdiction, including, but not limited to, the FTC, Consumer Financial Protection Bureau, and Federal Communications Commission (FCC).  A violation of any of the foregoing may result in substantial penalties and other sanctions. During and after the term of this Agreement, you will promptly and fully comply with all requests for information or interviews made by Convoso to investigate compliance with applicable laws and regulations. 

The following sets forth some examples of what can and cannot be done.  Please note that it is not a complete list of such requirements:

Respect:  Treat all Communication recipients with the utmost respect.

Affirmative Consent Where Required or Appropriate:  You shall not make any Communications (e.g., calls, audio messages, SMS/text:  please see Section 13) with anyone if you do not have either consent or a business relationship with a Communication recipient as required by applicable law, or a legally valid exemption from, or legally valid exception to, such laws and in all cases, you have the records to prove that you had the necessary consent, business relationship or legally valid exemption from, or legally valid exception to, such laws at the time of the Communication.  If your Field Leader, and not you, is responsible for ascertaining whether or not you have consent, then if you have any questions, immediately contact your Field Leader.

Proper Identification:  You shall provide valid contact information as required by law.

Other Prohibited Communications:  You shall not make any Communications: 

• To “life-line” services such as police and fire and other law enforcement agencies, emergency calling (e.g., 911), and others such as hospitals and other healthcare facilities, physicians and poison control centers where such Communications are prohibited by applicable law;
• That are unsolicited messages that result in charges to such recipients, such as mobile phones, pagers and beepers;
• That violate applicable calling time restrictions
• That violate any other laws applicable when such Communications are made.

Removal:  If a recipient requests that its number(s) be added to the “Do Not Call List” (DNC List) then you shall immediately do so.

Additional Information.  You can find additional information on some but not all of the applicable laws at our page:  <<Convoso.com/compliance>>.  All such information is provided as a courtesy only and is not part of this Agreement and shall not be used in interpretation thereof.  

In addition to the above obligations, you represent and warrant that  your use of Convoso Services (and use through your access by any other User) and data from such use shall comply with all applicable laws and including the laws of non-US jurisdictions if applicable.  You hereby assume all responsibility for and liability arising from any violation of such representation and warranty.  

Further, you represent and warrant that:

(a) In the last five years, you have not been involved in regulatory investigations/actions or lawsuits relating to telemarketing, teleservices, marketing, sales or consumer protection.

(b) You hold all required licenses related to the campaigns for which you will use Convoso Services or your work on such campaigns will be under the license of a third party with a valid legal basis for doing so.

(c) You have not been found guilty or pled guilty or nolo contendere to a crime involving theft, fraud, violation of telemarketing laws, or the use of any untrue, deceptive, misleading, or unconscionable representation, act, or practice.

(d) You are aware of and will abide by the applicable Do Not Call Policy and other guidelines for the campaigns for which you will use Convoso Services.

(e) You are aware that the DBAs that you will use in the campaigns that utilize Convoso Services have been properly registered with the appropriate authorities.  

If any of these are not true, then contact your Field Leader.

7. Authorized User Equipment

In order for Convoso to be able to properly and effectively implement Convoso Services, you must ensure that your equipment must comply with the Authorized User Equipment requirements in Schedule A, in particular, requirements with the phrase “Contractual Minimum.”  Non-compliance means that Convoso has no obligations or liability whatsoever for use of the Convoso Services.

8. Maintenance, Outages and Data Security Obligations

(a) Scheduled Maintenance. Convoso will, from time to time, conduct scheduled and unscheduled maintenance and upgrades to the Convoso Services, and therefore, they may be inaccessible or inoperable from time to time. Convoso will use commercially reasonable efforts to perform maintenance so that Convoso Services may be restored in a timely fashion. However, you understand that some maintenance/upgrades might be more extensive than others and might take more time to implement and complete. Convoso will have no liability for such disruptions or the consequences thereof.

(b) Outages. Authorized User understands that, from time to time, the Convoso Services and other related services may be inaccessible or inoperable due to reasons such as the operation of Authorized User Equipment, telecommunications and network connections and/or causes that may include, without limitation, Force Majeure Events. Convoso will have no liability for such disruptions or the consequences thereof. 

9. Termination and Other Actions

(a) Termination by You. You can cancel your Order by providing written notice not later than thirty (30) days prior to the last day of the final Billing Cycle in the month you wish to terminate this Agreement.  Orders that are not cancelled pursuant to this Agreement are auto-renewed, as specified below. 

(b) Suspension or Termination. In addition to other rights Convoso may have under this Agreement and under law, Convoso reserves the right to suspend or terminate access to all or part of the Convoso Services and/or terminate this Agreement, and, in addition, limit access to records and data in the Convoso systems if:  (i)  you fail, for any reason, to pre-pay prior to the start of a Service Period;  (ii)  Convoso believes that you have breached or may breach this Agreement or violate applicable law or other actions deleterious to Convoso or Third-parties;  (iii)  you actually (or Convoso believes that you will do the following) file a petition for bankruptcy, become insolvent, or make an assignment for the benefit of creditors, or a receiver is appointed for you or your business, provided that to the extent that this Agreement is determined to be an executory contract under 11 USC §365, it shall be considered to be an intellectual property license within the meaning of 11 USC §365(n); (iv) Convoso receives a legitimate request from a government agency or through a court for such suspension, termination or restriction of Convoso Services for particular numbers and/or Users or it is a request to enact other limits, up to and including termination of access to and use of the Convoso Services, or Convoso believes that, based on such contact (and any other factors) such suspension, termination or other actions should take place; or (v) as specified in Section 3.  You agree that Convoso shall have no liability whatsoever for any damages, expenses or injury arising from its exercise of its rights under this section both during and after the term of this Agreement.  In addition, you understand and agree that your Field Leader shall have the right to suspend or terminate your access to and use of the Convoso Services if (i) directed by Convoso to do so or (ii) your Field Leader believes that you have violated, or may violate, applicable laws.  Convoso or the Field Leader, respectively, shall provide you notice of such suspension or termination. 

10. No Warranty

CONVOSO MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE CONVOSO SERVICES OR ANY CONTENT. CONVOSO DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA, (B) THE CONVOSO SERVICES AND/OR DATA OR OTHER INFORMATION ACQUIRED BY USE OF THE CONVOSO SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE SECURE, COMPLETE, TIMELY, ACCURATE OR RELIABLE, (D) THE CONVOSO SERVICES AND THE NETWORK(S) AND/OR HARDWARE USED BY CONVOSO ARE FREE OF VIRUSES, OTHER MALWARE OR OTHER ELEMENTS THAT MIGHT BE INJURIOUS. THE CONVOSO SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. THE CONVOSO SERVICES MAY BE SUBJECT TO OUTAGES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, TELECOMMUNICATIONS AND OTHER FORMS OF COMMUNICATIONS AND CONVOSO IS NOT AND SHALL NOT BE RESPONSIBLE FOR ANY DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CONVOSO. NO ADVICE, INFORMATION OR ACTION FROM CONVOSO OR ANY OTHER SOURCE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

11. Limitations of Liability

UNDER NO CIRCUMSTANCES SHALL CONVOSO BE LIABLE TO AUTHORIZED USER 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 CONVOSO SERVICES; (C) PERFORMANCE RELATED DELAYS; (D) COMPUTER VIRUSES; (E) LOSS OF BUSINESS DUE TO INOPERABILITY OR PERFORMANCE OF CONVOSO SERVICES; (F) NON-DELIVERY OR MIS-DELIVERY OF COMMUNICATIONS; (G) THE NEGLIGENT ACTS OF OTHER CONVOSO/SUBSCRIBERS; (H) ANY DEFECTS, FAILURES, ERRORS, OMISSIONS OR MISSTATEMENTS IN ANY AND ALL INFORMATION DELIVERED BY OR PROVIDED FOR DELIVERY BY THE CONVOSO SERVICES; (I) USE OF ANY CONVOSO SERVICES AND/OR ANY OTHER CONVOSO PRODUCTS 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 CONVOSO’S REASONABLE CONTROL. IN NO EVENT WILL CONVOSO’S TOTAL LIABILITY OF ANY AND ALL KINDS ARISING OUT OF OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED UPON CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE) EXCEED THE TOTAL FEES PAID TO CONVOSO BY AUTHORIZED USER IN THE AGGREGATE FOR THE SERVICE PERIOD IN WHICH THE CAUSE OF ACTION OCCURRED AND ONE SERVICE PERIOD BEFORE AND AFTER SUCH SERVICE PERIOD.

12. Indemnification

Authorized User shall indemnify, hold harmless, and defend Convoso and its affiliates, subsidiaries, successors, assignees, shareholders, directors, officers, employees, contractors, representatives, and agents (collectively, “Convoso Indemnitees”) from and against any (real or threatened) action, cause, claim, governmental investigation, lawsuit, damage, settlement, fine, injury, penalty, debt, demand, or liability, including reasonable costs and attorney’s fees, each of the foregoing as incurred(collectively, “Losses”) arising out of or relating to (i) Authorized User’s actual or alleged breach of the terms of this Agreement; (ii) Authorized User’s actual or alleged violation of any applicable law; or (iii) Authorized User’s gross negligence or willful misconduct. Convoso agrees that it will provide Authorized User with reasonable notice of any claim, threatened or made, or suit instituted against it that could result in a claim for indemnification; however, any delay in providing notification will not release Authorized User of its indemnification obligations except to the extent such delay materially prejudices Authorized User’s ability to defend against the claim. Authorized User may elect to assume the defense of such claim at its own cost and expense and Convoso will have the right to be represented by its own counsel at its own cost in such matters. Authorized User will use counsel acceptable to Convoso. Convoso agrees that in the event that indemnification is sought under this provision and Authorized User elects to assume defense of the claim, Convoso shall furnish Authorized User, upon request, all reasonable information and assistance for defense against any such claim, suit, or demand, to the extent permitted by law or court action and taking into account any non-disclosure obligations Convoso may have. Authorized User will not settle or dispose of any such claim in any manner that would adversely affect the rights or interests of Convoso without Convoso’s written consent. Please note that this indemnification is in addition to any other indemnification obligations Authorized User may have with Convoso.

13. Definitions

Capitalized terms shall have the meanings provided in this section or as specified elsewhere in this Agreement.“

“Account” means the files Convoso maintains about Authorized User, e.g., agreement, payment and other information.  

“Agreement” or “Convoso Services Agreement” means this Convoso Services Agreement, each Order, each Schedule, each exhibit, each addendum and all attachments to any of the foregoing, each as added from time to time during the Term.  

“Authorized User” means you, the person who pre-pays for use of the Convoso Services, such payment and use subject to this Agreement.  

“Authorized User Equipment” or “User Equipment” means any and all software, databases, desktops/PCs/other devices (including other software running at the same time as the Convoso Platform is being used), bandwidth connectivity, firewall/router, network configuration (including upload and download speeds and capacity), internal network system and network equipment and connectivity to external networks.  In the Convoso agreement with your Field Leader, it is referred to as Customer Equipment.

“Authorized User Fee” means the amount to be paid by Authorized User to Convoso (pursuant to this Agreement) for its use of the Convoso Services paid (the Manual Platform and the related minutes), together with Taxes and Other Fees thereon.  This amount may also include other charges such as late payment interest or reimbursement for chargebacks, among others.

“Communication” means the use by a User of one or more of the Convoso Services to contact an individual, corporate or governmental entity, e.g., a call, an SMS message, a text and so forth.  “Communicate” is the verb for effecting such Communication.

“Convoso Platform” means Convoso, Inc. or its permitted assignee(s).

“Convoso Platform” means, collectively, the online, web-based applications, and technology platform provided by Convoso that is part of the Convoso Services and through which Convoso delivers the other Convoso Services, excluding the networks by which Convoso Services are delivered.

“Convoso Services” means the services that Convoso makes available (usually through the Convoso Platform) subject to this Agreement . 

“Field Leader” means the individual or corporate entity associated with you that acquires the phone numbers with which you will use the Convoso Services to initiate Communications.

“Force Majeure Event” means an event beyond either Party’s reasonable control, including but not limited to acts of war or terror, criminal acts, riots, natural disasters, endemics, epidemics, pandemics or public health emergencies declared by the relevant authority, 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, network system failure of communications systems (such as the Internet backbone or connections to the Internet other than those under direct control of a Party) and malware, DoS attacks, or variants thereof (e.g. “DDoS”) and other malicious acts occurring through the Internet or other digital communications networks.

“Manual Platform” means one of the Convoso Services currently known as “Click-to-Comply” that you will be using in accordance with this Agreement.   

“Order” means the request for use of a Seat during a Service Period, for use only by you.

“Other Fees” means regulatory, administrative or other fees, charges or costs, including, but not limited to, a proportionate share of other taxes or fees incident to the provisions of Convoso Services that Convoso, during the Term, is required by law or permitted to pass through to its customers and Authorized Users.  Taxes and Other Fees are calculated based upon the Convoso Services provided and used and Authorized User location and may vary by location and changes to applicable regulations and laws.  

“Party” means each of Convoso and Authorized User, who may be collectively referred to as the “Parties.”

“Payment Date” means the date, prior to the start of each Service Period, by which you must pre-pay the Authorized User Fee for access to and use of the Convoso Services during the upcoming Service Period.  Such date is usually several days prior to the start of the Service Period to enable pre-payment required under this Agreement.

“Person” means an individual, any type of corporate entity, trust, estate, association or other entity.  

“Schedule” means each document identified as such and thereby incorporated into this Agreement as of the Effective Date and other such documents incorporated thereafter based on Convoso’s approval thereof and advance notice to Authorized User. 

“Seat” means your login by each Authorized User to use the Manual Platform.  As the Manual Platform Package includes unlimited minutes, then a “Seat” is limited to one login for use up to eight hours per day—i.e., one login, such login and use limited to 8 hours per day.  If you require more than 8 hours of use per Seat then you must order additional Seats.

“Service Period” means the period that is usually a calendar month and for which Authorized User prepays, which occurs several days prior to the start of the Service Period.  If your initial signup occurs on a day other than the first day of a Service Period, then the Service Period in which signup occurs will be shorter than a calendar month.

“Taxes”  means all applicable taxes and surcharges that are or become effective during the Term in any jurisdiction, including, without limitation, value added, consumption, sales, use, gross receipts, excise, access, bypass, or other taxes, duties, fees, charges or surcharges, however designated, imposed or based upon the sale or use of Convoso Services, but excluding taxes based on Convoso’s net income.  For more information, please see www.convoso.com/taxesfees/.

“Third-party” means an individual or corporate or governmental entity other than the Parties and their officers, directors, employees, affiliates, subsidiaries, licensors, advisors and entities for which Authorized User is using the Convoso Services.

“Third-party Application” means an application from a Third-party that may be offered for Authorized User to use in combination with the Convoso Platform or that is included in the Convoso Platform.

“User” means each person accessing the Convoso Services through Authorized User’s access thereto, whether or not such access is authorized.

“Voice Services” mean those Convoso Services that may be offered from time to time based on Voice over Internet Protocol (“VoIP”).

14. Miscellaneous

(a) Governing Law. The laws of the State of California and the United States shall govern the Agreement without reference to conflicts of laws. You hereby consent to the exclusive and personal jurisdiction of courts sitting in Los Angeles County, California and waive all claims contrary to such consent, such as inconvenient forum.

(b) Amendments and Modifications. Except for addenda and Schedules, this Agreement can be amended or otherwise modified by Convoso modifying the terms of this Agreement at any time, effective a reasonable time after Convoso provides notice online to you by posting the updated version of this Agreement. Your use of the Convoso Services after the notice period means you consent to the new version of this Agreement. If you do not agree with the new terms, then you must terminate your Account in accordance with this Agreement.  Except as specifically permitted elsewhere in this Agreement, no amendment or other modification by email, changes to documents or orally are valid.

(c) Waiver, Choice of Remedies and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by Convoso shall constitute a waiver of any other right or remedy, or future exercise thereof.  To be valid, a waiver must be in writing and signed by an officer of Convoso.  The choice of one or more remedies does not foreclose other remedies available to Convoso.  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.  Except as otherwise specified in a section of this Agreement, the following sections shall survive the termination of this Agreement:  Section 3 for as long as Convoso is owed monies from you; Sections 4(c) and (d), 5(b) and (c), Section 6, 7, 8, 10, and 11 for as long as you use the Convoso Services; Section 12 for seven (7) years; and Sections 13 and 14 for as long as necessary for Convoso to enforce its rights.  

(e) Assignment. Convoso is granting access to the Convoso Services and any other Services to you, and accordingly you cannot assign the Agreement or any of its rights or obligations without Convoso’s prior written consent. Any attempted assignment without such prior written consent shall be void and will be considered a breach of the Agreement.

(f) Notices. Except as set forth elsewhere in this Agreement (e.g., Section 14(b)) and in this section, all notices given under this Agreement must be in writing and shall be deemed as given: (i) three (3) business days after said notice is placed in the mail with the United States Postal Service, with a tracking number, first class postage prepaid, or (ii) two (2) business days after said notice is mailed via a reputable carrier such as FedEx, or (iii) upon confirmed receipt of an email to an authorized representative. Notwithstanding the foregoing, email notice from Convoso for non-payment and Convoso’s or your Field Leader’s exercise of rights under Section 9 can occur immediately and does not require confirmation of receipt.  Any notice you give, including without limitation, notices of cancellation of service, must comply with the above and you must be able to provide proof of delivery of any notice given; otherwise, such notice will be null and void and of no legal effect.  In addition, you must also send to Convoso a copy of your notices required by this Agreement by email to legal@convoso.com.

(g) Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the Parties regarding such subject matter. 

Schedule A

Convoso Services Agreement

User Equipment Technical Requirements

This Schedule is incorporated into the Agreement by reference to this Schedule in the Agreement.  Each term not defined shall have the meaning given such term in the Agreement or, if a technical term or technology name, then the definition accepted by the relevant industry for that technical name or given by the provider of the branded technology.

1. Contractual Minimum Requirements.If User Equipment is below the technical specifications that include the phrase “Contractual Minimum” or User Equipment is identified below as equipment (or software) or configurations that Convoso does not support (e.g., wireless systems),  then Convoso (i)  has no obligation to provide support and  (ii)  shall have no liability whatsoever for any performance of the Convoso Services or any issues, damages or claims arising therefrom.  Please note that all requirements below are based on the assumption that Authorized User has no applications other than Convoso Services open (even if the others are running in the background).
2. Workstation Requirements

(a) Processor Contractual Minimum:  Intel i5 CPU (or AMD equivalent) 2.0GHz Quad Core or better.  Netbook CPU’s (e.g., Intel Atom) are not supported

(b) Operating System Contractual Minimum: Windows 10 and above.  Mac 10.2 and above

(c) RAM (per agent PC) Contractual Minimum:8GB devoted solely to Convoso Services

(d) Free Space Contractual Minimum:  at least 20GB or 20% of the main drive per agent/User

(e) USB Port Contractual Minimum:2.0 or 3.0 (at least 1 free)

(f) Browser Contractual Minimum:  The latest version of Chrome.  Convoso does not support any other browsers.

(g) Headset and Network Contractual Minimum: USB cabled headset with built-in echo cancellation technology (We Use: Jabra UC VOICE 750 MS)

(h) Internal Network Contractual Minimum:  Cat5/6 grade ethernet cabled network connection. Additional network requirements are below.  Convoso does not support wireless networks or connections of any nature, whether to/from the PC being used or to/from headsets.  Internet Service Provider (ISP) issued Modem and Router combo devices are not supported by Convoso.  If you choose to use an ISP issued modem and router combo, then devices must be placed in pass-through/bridge mode with all router technology disabled.  Convoso requires that you acquire a public IP address for each Media Gateway. The router must be connected to the Internet using a static IP address; double NAT is not permitted.

3. Bandwidth Requirements.  Authorized User must have enough bandwidth for use of the Convoso Services to support the number of simultaneous calls you expect your agents to make.  Convoso Services require a minimum of 250 kbps symmetrical (i.e., upload and download) per user.  Please note:  this number is onlyfor the audio traffic.  Other actions in TalkPro Contact Center will send/receive data, so more headroom is required. Also, other tabs the agent may have open, such as email or CRM will be consuming bandwidth as well. Convoso requires 1Mbps per person sharing the connection. For example, if there are 100 people in your office, you will need 100 Mbps symmetrical connection. (It is crucial to have adequate download andupload bandwidth for the number of users).  Requirements are:

• 1 Mbps of Convoso dedicated upload/download bandwidth required per agent.
• Bandwidth line should never exceed 60% its maximum capacity or VoIP quality can be compromised.  In terms of bandwidth, more available bandwidth is always better for your whole network!  

4. Convoso Network/VoIP Requirements

(a) Firewall/Router Configuration. All outbound TCP ports must be open to the Convoso Data Center. Inbound UDP ports for RTP (VoIP) traffic should be open from the Convoso Data Center—(the minimum ports are: 6000, 6001, 8000, 8001. UDP/TCP port 5060 for SIP (VoIP) as well as UDP range 10000-20000 (voice)traffic (bi-directional) must be available to the Convoso Data Center. Other Firewall requirements may be necessary depending on your network and your configuration of your Firewall.   Authorized User’s Network Firewall must allow access to the following services:

• Port 5060 TCP/UDP
• Port 10k-20k UDP
• Port 8080 TCP
• Port 80 TCP
• Network IP Range 208.78.136.0/22
• Network IP Range 66.85.240.0/21 

• STUN Servers:
• stun.l.google.com:19302
• stun1.l.google.com:19302
• stun2.l.google.com:19302
• stun3.l.google.com:19302
• stun4.l.google.com:19302

If Authorized User’s router includes any of these functions, then they must be disabled.

• Disable SPI (Stateful Packet Inspection) = Causes delay in Real-time Traffic such as VoIP.
• Disable DPI (Deep Packet Inspection) = Causes delay in Real-time Traffic such as VoIP.
• Disable SIP ALG = Can result in SIP Traffic routing issues.

(b) Further Networking Info and Requirements.WebRTC is supported natively in most modern browsers, however, Omni Contact Center only officially supports Google Chrome. (Edge and Firefox, along with all browsers other than as specified above, are unsupported).  WebRTC usually works without a problem using inbuilt networking technologies (STUN and TURN). However, environments with very restrictive firewalls may require some setup, the details below have further information for Authorized User IT-networking department.  WebRTC client connects using the following details:

Component	Address	Client-side port	Server side port	Protocol
Signaling	janus-dt.convoso.com	Any	443, 80, 8080	TCP
Media (SRTP)	66.85.244.0/23	Any	10,000 – 30,000	UDP

† The Authorized User will select any available port from the ephemeral range. On most machines, these means the port range 1,024 to 65,535. 

5. Other Technical Specification Recommendations.  As additional traffic on the same network can impact audio quality, here are other suggestions you should follow as well:

• Don’t run any network-intensive applications on the computers, such as internet radio or streaming video, or run significant uploads or downloads that might compete with your audio. Close unused desktop apps that might also hoard CPU %.
  • Check with your IT dept to see if higher Quality of Service is possible for your audio connection.
  • Open network ports in your router/firewall/ antivirus software (advanced info in table below)
  • WebRTC (Chrome/Firefox browser)
    • TCP: port 80, 8080 and 443
    • UDP: Server port: 10,000 – 30,000. Client will select any available port from the ephemeral range: 1,024 to 65,535.
  • If your router supports QoS, prioritize the ports mentioned above, or the IP address of the computer(s) making calls.
  • If your router includes SIP Application Level Gateway (ALG) function or Stateful Packet Inspection (SPI), disable both these functions.  Otherwise, Convoso does not provide support.

We highly recommend implementing Quality of Service policies and content filtering in order to prevent agents from participating in bandwidth-heavy activities which can impact call quality.  In addition:

• Datacenter-grade firewall (we recommend: Fortigate 300A or Juniper SRX240).
  • Researching a brand new office router?  Check the Make/Model against known VoIP Compatibility Lists to avoid big headaches during configuration/troubleshooting.
• Quality of Service (QoS) is required to guarantee best call quality possible for VoIP, and must be given priority over other network traffic
  • Would you rather have issues with your YouTube video experiences or your VoIP phone call? QoS lets you determine the ‘priority’ of traffic in your network.  For the best voice quality; grant the port range 10,000-20,000 UDP the HIGHEST priority in your routers QoS settings.
    • Every router has a slightly different method of implementing QoS.  Please see the manufactures website or manual for details on setting up QoS on your device.

Additional detail can be found at the following links on the Convoso site.If there are any conflicts between the terms of this Agreement and information found at those links, then the terms of this Agreement shall prevail.

https://help.convoso.com/hc/en-us/articles/360026568813-Networking-Guidelines

https://help.convoso.com/hc/en-us/articles/360000276674-TalkPro-Minimum-Network-and-System-Requirements

https://help.convoso.com/hc/en-us/articles/226937347-Router-Recommendations-and-Setting-Guidlines

https://help.convoso.com/hc/en-us/articles/360024909774-Blacklist-Routers-with-known-SIP-Issues