Terms

Welcome to Convoso. The terms set forth below govern your use of Convoso Services.  Please read it carefully before you begin using Convoso Services.  You will find defined terms (such as “Customer”) in Section 1.
Binding Agreement. Once you access Convoso Services, that means you, as Customer, have agreed to the terms set forth below. That means that this document is a legally binding contract between Convoso, Inc. and you, the Customer. If you do not wish to be bound by this Agreement, you can stop using the Convoso Services.  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.
The Agreement applies to your use of Convoso Services specified on the applicable Order Form or ordered on the “Customer Admin System” (and its successor page).
Please note: Depending on the plan you have selected, your account is limited to the number of “Seats” that you request, based on the plan you have chosen. Each “Seat” means one login by one user.

1. Definitions

“Agreement” means this document, as amended from time to time, and each applicable Order Form, each of which is incorporated into this Agreement.  The Agreement is also known as “Terms & Conditions,” “TOU” and “Services Agreement.”
“Billing Cycle” means the period between each Billing Date. By way of example and for purposes of clarification, if Customer initially activated its Convoso Service on February 15th then the next Billing Cycle would start on March 15th and the subsequent Billing Cycle would start on April 15thand so on.  If additional Seats are activated during a Billing Cycle but not on a Billing Date, then the fee for each such additional Seat would be pre-rated until the end of the Billing Cycle in which they were ordered.
“Billing Date” means the initial activation date.
“Omni Contact Center” means the core components of the Convoso Services.
“Content Use Data” means the data resulting from use of Customer Content and Convoso Content by Customer Users.
“Convoso” means Convoso, Inc.
“Convoso Content” means content Convoso uploads to the Convoso Services for use by Customer of certain features and functionality of Convoso Services.
“Convoso Services” means each service option that, during the term of the Agreement, Convoso provides and Customer orders.
“Customer” means each business or person (i) signing an Order Form with Convoso to use the Convoso Services or (ii) otherwise using the Convoso Services. In each case, for limitations on use of the Convoso Services, it also includes all users who obtain access to such Convoso Services through the account of that business or person who accesses Convoso Services, whether through an account or other means. “You” refers to the Customer (or user under its account).
“Customer Admin System” means the webpage providing information to Customer about Customer’s accounts and at which Customer can perform certain functions relating to such accounts.
“Customer Data” means the data Customer uploads for use of certain of the Convoso Services.
“Customer Content” means the content that Customer uploads for use of certain of the Convoso Services (e.g., employee training).
“Customer Equipment” means any and all software, databases, desktops/PCs/other devices, bandwidth connectivity, firewall/router, network configuration, internal network system and network equipment. Customer must meet or exceed all required Customer Equipment specified in Addendum A for the proper and effective activation and use of any Convoso Services.
“Customer User” means each person (usually an agent) who uses a Seat ordered by Customer, such use to be in full compliance with this Agreement.
“Customer User Data” means the data on use of the Convoso Services that is aggregated and anonymized by Convoso to determine the effectiveness of, and to enhance, Convoso Services. For example, the aggregated data may indicate that location of a particular feature should be changed.
“Effective Date” means the date that you, as a Customer, start using the Convoso Services by accessing them.
“Force Majeure Event” means an event beyond either Party’s reasonable control, including acts of war or terror, criminal acts, riots, natural disasters, 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 DoS attacks, or variants thereof (e.g. “DDoS”).
“Order Form” means each document that you, the Customer, sign when initial Convoso Services are activated and also incorporates subsequent requests (by email) for additional Convoso Services that are accepted by Convoso (by confirming email).  Such emails must conform with the notice requirements set forth below.  Each Order Form, together with subsequent requests that are accepted by Convoso, is incorporated into this Agreement by this reference.
“Party” refers to Convoso or the Customer bound by this Agreement and “Parties” refers to both Convoso and Customer (you).
“Proprietary Materials” means all patents, copyrights, design rights, trademarks, service marks, trade secrets and other proprietary rights, including but not limited to intellectual property rights owned or licensed by Convoso.  Convoso retains exclusive ownership of Proprietary Materials.
“Seat” means the login by each Customer User (or Agent) to the Convoso Services.  If you sign up for the “Per Minute Plan” then the Seat can be used for the entire twenty-four hours of each day.  If you sign up for the “Unlimited Minute Plan” 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. Customers signed up for the Unlimited Minute Plan who require more than 8 hours of use per Seat must order additional Seats.

2. Access to Convoso Services

(a)  Customer Access to the Convoso Services.  Subject to your compliance with the payment and other provisions of this Agreement (including the relevant Order Forms) Convoso authorizes you to access the Convoso Services specified in the relevant Order Forms only for the authorized number of Seats and to use the Convoso Services without violation of this Agreement and for the period specified in this Agreement.
(b) Responsible Use. It is up to the Customer to do so in strict compliance with all applicable laws, rules and regulations. In addition to Customer’s agreement to other terms of this Agreement, Customer agrees that:
Respect
• Customer shall treat all call recipients with the utmost respect Consent • If Customer does not have either consent or a business relationship with a call recipient as required by law, then Customer shall not make that call
Proper Identification
• In its campaigns Customer shall provide contact information such as phone number and address within the initial greeting message or as otherwise required by law
Other Prohibited Calls
• Customer shall not make any calls and/or audio messages 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 calls are prohibited by applicable law
• Without proper consent from call recipients, Customer shall not send unsolicited audio messages that could result in charges to such recipients, such as mobile phones, pagers and beepers
• Customer shall not engage in the use of strings of numbers that result in connecting with two or more lines of a multi-line business
• Customer shall not make calls that violate applicable calling time restrictions
Removal
• If a call recipient requests that its number(s) be added to the “Do Not Call List” (DNC List) then Customer shall immediately do so
• Customer understands that it can use the opt-out features relating to DNC and can contact Convoso about its use of any DNC List
Applicable Law
• Customer acknowledges that it is familiar, and shall remain familiar, with applicable law and shall seek legal counsel when Customer might be unclear with compliance
• Customer agrees and acknowledges that this Responsible Use portion of the Agreement is not a complete list for compliance
Convoso provides you tools for your own responsible use. Convoso does not monitor your uploading of information, databases or audio messages (although we may have to access them for technical support and maintenance and other duties).
Your use in compliance with law is your complete responsibility.
(c) Certain Restrictions on Use. Customer agrees not to: (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 more than the Seats specified in the relevant Order Form(s); (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 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.
In addition to the above obligations you represent and warrant that your use of Convoso Services and data from such use comply with all applicable laws and including the laws of non-US jurisdictions in which your use may result in jurisdiction over your actions. You hereby assume all responsibility and liability for any violation of such representation and warranty.

3.   Certain Intellectual Property

(a)  Customer Intellectual Property.  Convoso understands, agrees and acknowledges that you own all rights in and to the Customer Content and the Customer Data.  Convoso needs some rights in that intellectual property to enable you to use the Convoso Services you have chosen.  For example, in using certain of the Convoso Services you might upload Customer Content such as training materials, employee contests and promotions and other content.  In order for us to enable you to use those Convoso Services to their fullest extent, you need to grant us a license to have that material on our servers. Accordingly, you hereby grant us a license to upload, store, display and modify (solely for purposes of uploading, storing and displaying) the Customer Content and the Customer Data solely to display such content to Customer to enable Customer to view, manipulate and interact therewith and to aggregate and anonymize data arising from Customer use of the Convoso Services for research, development and maintenance purposes.  You also grant Convoso a license to upload, store, display and modify (solely for the purposes of displaying) the Customer Data solely to enable Customer to view, manipulate and interact with such data.  You also grant us the right to maintain an archival copy of such content for an indefinite period to be used solely for the purpose of responding to any requests for such information by government order.  Convoso shall not have access to such content and data except for maintenance and enforcement purposes.
(b)  Convoso Content. You can use the Convoso Content but you cannot download it or otherwise use it.  Its use is also subject to the restrictions set forth in Section 2(b).
(c)  Convoso Intellectual Property.  This Agreement does not grant title to any Convoso intellectual property.  Apart from the limited, non-exclusive and revocable rights specified in this Agreement, Convoso reserves all other rights.

4. Customer Equipment

In order for Convoso to be able to properly and effectively implement Convoso Services, Customer must ensure that it meets or exceeds the Customer Equipment requirements detailed in Addendum A.  Although Convoso is not obligated to do so, Convoso may assess Customer Equipment to establish equipment suitability for use of Convoso’s services.  Customer agrees to cooperate with Convoso staff during this assessment.  It will be Customer’s responsibility to adjust and/or otherwise optimize the Customer Equipment, whether the result of such assessment or otherwise, in order for implementation of Convoso Services.  Because the ownership and maintenance of Customer Equipment are the responsibility of Customer, and may change over time due to unforeseen circumstances, the assistance of Convoso staff in evaluating and/or making recommendations are not a guarantee or warranty, expressed or implied, that the Customer Equipment is or will be suitable to utilize Convoso Services.  In the event that after assessment by Convoso staff the Customer Equipment is deemed to be unsuitable, then Customer will have the option to upgrade the Customer Equipment, per Convoso’s recommendations, or to cancel the Agreement prior to activation of Convoso Services.  Customer agrees and acknowledges that Customer shall have no right to any refund and shall be liable for payment for use of and/or access to Convoso Services and shall be responsible for cancellation of its account in accordance with the Agreement.

5. Effective Date, Renewal & Termination

(a)  Effective Date. The Agreement commences on the Effective Date, and will remain in effect consistent with the terms of the Agreement.
(b)  Termination by Customer. If Customer has selected a monthly plan then Customer can terminate this Agreement by providing written notice not later than thirty (30) days prior to the last day of the final Billing Cycle.  For all other plans (such as one-year plans), such notice must be provided not later than ninety (90) days prior to the last day of the final Billing Cycle.
(c)  Early Termination.  Customer agrees to pay an early termination fee if Customer has entered into a one-year, two-year or three-year contract and terminates before the end of the agreed-upon term.  For each year of the contract the early termination fee is equal to three months of fees payable by for the Convoso Services, which shall be the months immediately preceding the date of termination.  For example, for early termination of a two-year contract, the fee shall be the total of the amounts payable by Customer for the immediately preceding six months.
(d)  Automatic Renewal. In the event that Customer does not give the written notice required for its type of plan (as set forth in 5(b) above), agreement with Customer will automatically renew for the same period as the previous plan, and such Customer will be liable for any and all payments due per the terms of their selected Convoso Service(s). For example, a one-year plan will automatically renew for another year.  In the event that Customer has activated Seats at various days of the month, the thirty (30) day cancellation policy shall continue to apply to all Seats activated in the preceding month—i.e., if the Customer has not provided the written cancellation as specified, then the Customer will be billed for all Seats for all of the next Billing Cycle, irrespective of when in the preceding month those Seats were activated. Any pre-paid services may not be cancelled prior to the expiration of the pre-paid term.
(e)  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 Customer access to all or part of the Convoso Services and/or the Agreement if:  (i)  Convoso believes that there has been or will be a breach or other violation of the Agreement or of applicable law by Customer or other actions deleterious to Convoso or third parties;  (ii)  Customer actually (or Convoso believes that customer will do the following) files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for Customer or its 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); or  (iii) Convoso receives a legitimate request of a government agency for such termination or Convoso believes that, based on contact by a government agency (and any other factors) such suspension or termination should take place.  A breach, violation or action deleterious to Convoso or third parties by Customer may include, without limitation, delinquent payments by Customer, a credit card charge declined, violation by Customer of local, state or federal or other laws, rules and regulations, activity by Customer that Convoso reasonably believes will cause harm to Convoso, other Convoso customers and any other third party, and/or actions by Customer that Convoso believes pose a security risk for Convoso, other Convoso customers and/or any other third party. In the event that Customer is in breach of the Agreement due to a late payment, regardless of the cause of the delinquency or the amount delinquent, then Convoso may cancel the Agreement or temporarily suspend Customer’s account until such time that Customer pays any and all delinquent charges and fees owed. Customer will be responsible for all and any related fees and costs incurred by Convoso as a result of the delinquency. Convoso also reserves the right to apply any deposits or other amounts paid to Convoso by Customer towards the delinquent charges and fees and related fees and costs. In the event that Convoso takes any action to collect payment or to enforce any provision of the Agreement, Customer agrees to pay all costs of such action or suit incurred by Convoso, including reasonable attorney’s fees and any interest on any unpaid amount.  Customer agrees and acknowledges that Convoso shall have no liability whatsoever for any damages arising from termination or suspension by Convoso.
Convoso can reactivate Customer accounts after suspension if it believes, in its sole discretion, that the reason(s) for suspension have been resolved.  If Convoso terminates a Customer account, Customer shall still be obligated to pay for the Services through the term of the Plan selected.  Please note that Customer will still be responsible for all charges during any period of suspension.

6. Accessibility and Maintenance

(a)  Scheduled Maintenance. Convoso will, from time to time, conduct scheduled and necessary maintenance and upgrades to the Convoso Services, and therefore, they may be inaccessible or inoperable. Convoso will use commercially reasonable efforts to perform maintenance in a timely fashion so that services may be restored in a timely fashion. However, Customer understands that some maintenance might be more extensive than others and might take more time to implement and complete.
(b)  Outages. Customer 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 Customer 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.

7. Billing for Customers

(a)  Initial Payment(s). Upon execution of the Agreement and prior to activation of Convoso Services, Customers must pay Convoso for all charges and fees due, consistent with the Order Form(s). Any and all payments due must be made by check or wire transfer of immediately available funds or by credit card.  Convoso will not activate and/or deliver any service in advance of payment. In addition to receiving payment, Convoso must have on file a fully executed credit card authorization form prior to activating the Convoso Service(s).
(b)  Subsequent Payment(s). Customer agrees that all payments are pre-payments for access to Convoso Services. Convoso has no obligation to continue providing Convoso Services if Customer is not current with payments. While the initial payment may be made to Convoso by a payment method other than credit card, the renewal of Seats, activation of any additional Seats and/or activation of any Convoso Service by Customer subsequent to the Effective Date will be billed to the credit card on file. You authorize Convoso to charge such amounts to the card on file and you hereby assume all liability for payment of all amounts due. In the event that Customer desires to pay via an alternative payment method, then Customer must make advance arrangements with Convoso. Convoso may, in its sole discretion, choose to decline any such alternative payment methods. If Convoso accepts the receipt of an alternative payment method, it will be Customer’s sole responsibility to ensure that any such alternative payment method (i.e., check or wire transfer) is delivered to Convoso in time in order to ensure the timely renewal and/or activation of any Seat and/or service. Convoso will not be responsible for any Seat and/or service that is cancelled and/or not activated due to it not receiving funds via the alternative payment method in a timely fashion by Customer.
(i)   Renewal Payment(s) for Already Activated Seats. Generally, unless as otherwise stated in this Section, the credit card that Customer has on file with Convoso will be charged the applicable amount for Seats that are up for renewal on the Billing Date. All Payments due for the renewal of these Seats will be due on this date.
(ii)  Activation of New Seats. Generally, unless as otherwise stated in this Section, the credit card that Customer has on file with Convoso will be charged the applicable amount for the activation of new Seats.
(c)  New Credit Card.  In the event that Customer desires to designate a new credit card, then Customer must (i)  give Convoso timely written notice of its intent to change its method of payment, in no event less than fifteen (15) days prior to the effective date of such change;  and (ii)  provide Convoso with a fully executed credit card authorization form that will be provided by Convoso to Customer, once Convoso receives the written notice.  Convoso must be able to charge such card prior to renewal.
(d) Past Due Balances. In the event that Customer is past due on any balance due, whether because their credit card is declined or otherwise, Customer will be subject to:
(i)   An interest charge of 1.5% per month for all past due sums (unless such amount is prohibited in your jurisdiction, in which case it will be the highest amount permitted)
(ii)  Suspension or cancellation of their account for Convoso Services, and potential 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 costs and attorney’s fees.
(e)  Collection of Fees. In the event that Customer is past due on any balance due, Convoso may at its discretion give Customer reasonable time to cure the delinquency, but Customer must still pay any and all interest accrued on the past due balance.  Customer agrees and acknowledges  (i)  that payment of such interest does not discharge the debt of Customer to Convoso and (ii)  that Customer remains liable for such amounts owed.  However, if Customer does 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, as well as any other remedies Convoso may have at law or in equity.
(f)   Taxes. All taxes and other governmental fees are the responsibility of Customer, including without limitation, the Universal Service Fee Tax (and all penalties).  Customer is responsible for calculating such taxes.  Customer agrees that if Convoso must pay for any taxes and/or penalties arising from Customer’s use of the Convoso Services then Customer shall promptly reimburse Convoso within fourteen (14) days of demand by Convoso.
(g)  No Refunds. Customer hereby acknowledges and understands that Convoso does not provide any refunds or credits for any services provided to Customer, except as specified elsewhere in the Agreement and any and all payments to Convoso are considered final.

8.  No Warranty

CUSTOMER EXPRESSLY AGREES AND UNDERSTANDS THAT CONVOSO DOES NOT WARRANT THAT Convoso Services WILL BE UNINTERRUPTED OR THAT ALL COMMUNICATIONS WILL BE DELIVERED, NOR DOES CONVOSO MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF Convoso Services. CONVOSO MAKES NO OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE Convoso Services.

9.  Limitations of Liability

UNDER NO CIRCUMSTANCES SHALL CONVOSO BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LOSS, DAMAGE OR LIABILITY RELATING TO: (A) LOSS OR CORRUPTION OF DATA; (B) INABILITY TO ACCESS THE 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 products and/or services that could or does give rise to claims by third parties or government agencies of a violation of laws or regulations AND (J) LOSS OR LIABILITY RESULTING FROM ACTS BEYOND CONVOSO’S REASONABLE CONTROL.

10. Indemnification

Customer agrees to indemnify, hold harmless and defend Convoso, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) Customer’s breach of the Agreement; (b) Customer’s unauthorized use of Convoso Services, including any information, communication, data or work that Customer provides in connection with use of Convoso Services; (c) libelous, slanderous, indecent or other statement concerning any person made or republished by Customer; (d) any violation or claim of violation of federal, state and/or local law related to, arising out of or connected with Customer’s use of Convoso Services. Convoso has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer pursuant to this Section. Convoso agrees that it shall give Customer reasonable notice of any claim, threatened or made, or suit instituted against it that could result in a claim for indemnification. Convoso agrees that in the event that indemnification is sought under this provision, Convoso shall furnish Customer, upon reasonable request, all reasonable information and assistance available to Convoso for defense against any such claim, suit, or demand, but taking into account any confidentiality obligations or privileges Convoso may have.

11. Compliance with Law

Customer hereby represents and warrants that it shall use Convoso Services in strict compliance with all applicable federal, state and local laws rules or regulations. Customer hereby assumes all liability and responsibility for use of the Convoso Services in compliance with all such federal, state or local laws, rules or regulations. Such laws, rules and regulations may include but are not limited to: commercial solicitations; advertisements; delivering artificial or prerecorded telephonic messages to homes, businesses, hospitals, cellular phones or paging systems without the prior consent of the called party as specified by the then-applicable laws and regulations; and restrictions on the time of day in which such calls are permissible. A violation of any such laws may result in substantial penalties and other sanctions. Any person intending to use Convoso Services for solicitation purposes and/or for any other purpose regulated by federal, state or local laws should consult with his or her own legal counsel, prior to entering into, and during the term of, the Agreement to determine the extent of permissible activities. Customer agrees that Convoso will not be responsible for Customer’s use of the Convoso Services and other services.
Customer warrants that it is aware of and will comply with all applicable laws, including, without limitation, the Telemarketing and Consumer Fraud and Abuse Prevention Action (TCFAPA), the Telemarketing Sales Rule (TSR), Telephone Consumer Protection Act (TCPA) and any and rules, laws or regulations (including their interpretation by courts) arising from any of the foregoing, as well as the rules, regulations and other actions of state, federal and non-US agencies that have jurisdiction, including without limitation the Federal Trade Commission (FTC) that are relevant, as detailed on the FTC website, http://www.ftc.gov/ , the Consumer Financial Protection Bureau and the Federal Communications Commission (FCC).
Customer is responsible for compliance with all laws, rules and regulations, including any changes to such laws and regulations. Customer agrees to assume responsibility for all costs and expenses of any kind, including reasonable attorneys’ fees, incurred by Convoso in connection with or related to any actual, alleged or threatened violations by Customer.

12. Ownership Rights

Except for the revocable right to use Convoso Services and other services granted by Convoso in Section 2 of this Agreement nothing in this Agreement shall convey, transfer or assign any right, title or interest in any Proprietary Materials of Convoso.

13. 911 Emergency Services

Customer understands and acknowledges that Convoso does not and is not required to provide emergency (911) services. Emergency services are defined as services that connect a user to emergency services personnel or a public safety answering point (“PSAP”), pursuant to applicable regulatory requirements. In the United States, Emergency Service is provided by dialing the digits “911″ on a wired or a wireless telephone. Services provided by Convoso do not permit the dialing of “911″ or any other emergency telephone numbers. Convoso services are not telephone or telecommunications services that can provide a connection to emergency services personnel or a PSAP under any circumstances. Therefore, Company must have access to telephone or other telecommunications services to make an Emergency Service call.

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. Customer hereby agrees to the exclusive and personal jurisdiction of courts sitting in Los Angeles County, California.
(b)  Modifications. Convoso may, at any time, modify the terms of these Terms and Conditions by posting new terms for access by Customer or by communicating such changes to Customer by email. In the event that a modification is unacceptable to Customer, Customer may elect to then terminate the Agreement consistent with the cancellation terms of the Agreement. In the event that Customer is in the middle of a term when Convoso posts such modification, then the respective modification(s) will take effect upon the renewal of the next term.
(c)  Waiver and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by Convoso shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of the Agreement is determined to be invalid under any applicable law, the balance of the Agreement shall remain enforceable.
(d)  Survival. Sections 7, 8, 9, 10, 11 and 14 shall survive any termination or expiration of the Agreement.
(e)  Assignment. Convoso is licensing and granting access to the Convoso Services and any other Services to Customer, and accordingly Customer may not assign the Agreement or any of its rights or obligations hereunder without the prior written consent of Convoso. Any attempted assignment without such prior written consent shall be void, and will be considered a material breach of the Agreement.
(f)   Attorneys’ Fees. In any legal action at law or equity that is brought by one of the Parties to enforce or interpret the provisions of the Agreement, Convoso will be entitled to reasonable attorneys’ fees and other expenses.
(g)  Notices. All notices given per the Agreement must be in writing and shall be deemed as given: (i) three (3) business days after said notice is placed in the mail with the United States Postal Service, with a tracking number, first class postage prepaid, or (ii) two (2) business days after said notice is mailed via a reputable carries such as FedEx, or (iii) upon confirmed receipt of an email to an authorized representative. Any notice given by Customer, including without limitation, notices of cancellation of service, must comply with the above and Customer must be able to provide proof of delivery of any notice give, otherwise the notice will be null and void. For the purposes of the Agreement proof of service will include tracking numbers for notices mailed, delivery verification receipt if sent via email and facsimile delivery confirmation sheet if by facsimile.
Convoso, Inc.
5955 De Soto Ave., Suite 210
Woodland Hills, CA 91367
United States of America
Attn: Legal Notices
With a copy by email to: legal@convoso.com.
(h)  Entire Agreement. The Agreement (together with documents incorporated into it by its terms) 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 the subject matter of this Agreement. The Agreement can only be amended or otherwise amended by a written document signed by the CEO of Convoso (or a person expressly authorized in writing by such CEO), such document expressly stating that the Agreement is thusly modified or amended. Such “written document” can be a digital facsimile thereof.  Except as otherwise specified in this Agreement relating to the Order Form, exchanges of emails do not constitute an agreement or amendment or other modification to this Agreement.  Similarly, no changes made by you to any Order Form, or any terms included in your payments, constitutes an amendment or other modification to this Agreement, even if accepted by a Convoso representative.
ADDENDUM A: CONVOSO SERVICES TECHNICAL REQUIREMENTS FOR CUSTOMER EQUIPMENT
1. In order to use the Convoso Services, Customer must meet or exceed the following technical equipment and requirements:
(a) Internet Connectivity/VoIP Bandwidth. Convoso recommends that your Internet connection supports at least 64 kbps per Customer User (includes CTI data and voice traffic) in both directions in order to run the Convoso Services concurrently with typical business applications. The Convoso Services alone will use approximately100 kbps upload and download per Customer User while not taking into account any additional network utilization your network may additionally require. Insufficient bandwidth will impede and in some cases prevent the Convoso Services from effective operation. Please Note: International connections are subject to higher latency during peak hours, which can affect the quality of service.
(b) Firewall/Router Configuration. All outbound TCP ports must be open to the 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. Firewalls must permit downloading Java Applications. Other Firewall requirements may be necessary depending on your network.
(c) Customer’s internal network configuration. Internet Service Provider (ISP) issued Modem and Router combo devices are not fully supported.  ISP issued modem and router combo devices should be in placed in passthrough/bridge mode with all router technology disabled.  Customer router devices must be VoIP compatible. For 8 and 24 Port Gateways: Convoso requires that you acquire a public IP address for each Media Gateway. For soft-phones, NAT is acceptable with a static internal IP address. Router should be connected to the Internet using a static IP address; double NAT is not supported. Wireless networks are neither supported for multi-user or single-user environments.
(d) Headsets for use with Customer Users. Recommended headsets are business quality USB connected headsets that have active noise-canceling capabilities for the best possible voice quality.  Voice quality can vary with the use of Bluetooth or other wireless headset technologies.
(e) Minimum Workstation (PC) Requirements. Requirements assume that each Customer User is accessing the Convoso Services via the Customer User desktop.
Processor: At least 2.0 Ghz Pentium Dual Core or AMD X2 equivalent (Net book CPU’s such as Intel Atom not recommended).
Memory: For Systems running Windows Vista / 7 / 8 / 10 – 2GB RAM.
Software: Google Chrome Web Browser (Latest version).  Zoiper and Xlite software sip phones for external users (Latest version).
We do not support Microsoft 95/98/ME/XP or Linux OS.

ADDENDUM B: CONVOSO SUPPORT SERVICES AGREEMENT
1. Designated Contact. Customer must designate up to (2) two of its employees as designated technical contacts. Unless otherwise agreed in writing by the Parties, these contacts will undergo Convoso product training included in any Order Form (or otherwise provided by Convoso at its discretion) and will be responsible for handling the Convoso Services. The designated contacts are the only individuals who are authorized to create tickets and/or contact Convoso regarding any issues related to the service. Inquiries from individuals other than the designated contacts will be referred back to the designated contacts on file. Customer’s designated contacts are responsible for training Customer’s employees and staff. Convoso will not support any issues or questions that are due to lack of training or poor training by the designated contacts. Customer may change the designated contacts at any time by contacting Convoso in the manner specified in the Agreement.
2. Technical Support. If Customer has any questions or issues, then Customer MUST follow the procedures below in the order specified:
(i)   Customer will direct any questions to its designated contacts that have undergone Convoso’s special training.
(ii) If the designated contacts cannot address the question, then they should refer to Convoso’s customer support page at http://convoso.zendesk.com. This URL contains frequently asked questions and provides various downloads necessary to support Convoso Services.
(iii) If the matter cannot be resolved via Convoso’s customer support page, then the designated contacts may create a ticket via http://convoso.zendesk.com. Convoso staff will review and prioritize the ticket accordingly, and will attempt to resolve the issue via the assigned priority level of the ticket.
(iv)       Customer’s designated contacts may contact Convoso in order to discuss the issue if a ticket has been created.
Convoso staff will address questions that have a respective ticket ONLY. No questions or issues will be handled by Convoso staff unless Customer has created a ticket. Customer also acknowledges that Convoso will require a reasonable amount of time to review the ticket internally and to begin to troubleshoot the matter. Therefore, Customer must wait a reasonable amount of time before contacting Convoso, once a ticket has been created.
3. Priority Issues & Response Times. This Section gives an overview of how Convoso will prioritize Customer’s tickets.
(a) Priority 1: Critical Issue. Any issue which precludes Customer from any operation of the service(s), such as recurring server crash, high number of phone call crashes, complete audio loss or any such related issue which prevents Customer from its operations of the Convoso Services or related services.
(b) Priority 2: Moderate Issue. Any issue with precludes Customer from some of the operation of the service(s), but where the majority of the functions are still usable, such as inability to use one of the product features, some dial errors or product does not conform to full specifications but is still functional.
(c) Priority 3: Minor Issue. Any issue which does not significantly affect the service(s), such as cosmetic interface issues or any other issue.
4. Information to Provide. When creating a ticket and/or contacting Convoso in order to troubleshoot an issue, Customer must be prepared to provide various technical information such as, but without limitation, network set up (how hardware is connected), type of connection, type of router/firewall, type of gateway, type and model of phone, type of operating system and version, version of java installed, full description of the problem, accurate list of steps to reproduce the issue, username, password, IP address and/or domain name.
5. Exclusions. In addition to other exclusions specified elsewhere, Convoso shall have no obligation to support issues caused by Customer’s negligence, hardware malfunctions, any issue beyond the reasonable control of Convoso, software installed in a hardware or operating environment not supported by Convoso, software not licensed directly from Convoso and/or Customer’s internal network or Customer’s ISP provider issues, and lack of training or poor training by the designated contacts of Customer’s staff and employees.

ADDENDUM C: DATA RETENTION POLICY
1. Due to the various storage demands, Convoso retains the right to periodically purge customer data from Convoso owned or managed servers, to maximize system performance for all customers. It is Customer’s sole responsibility to download, maintain and preserve its data if Customer so chooses. If Customer chooses to download, maintain and preserve the data, Customer is responsible for setting up and designating servers and any other equipment on which the data is saved. Certain types of data may be stored by Convoso for an additional fee. Customer should contact Convoso if Customer intends to make arrangements for Convoso to store certain data.
The information below details Convoso’s minimum data retention periods:
a. CRM Data 90 Days Retrieve with Lead Sheet Reports
b. CRM Session Data 90 Days Retrieve with Lead Sheet Reports
c. Call Logs 60 Days Retrieve with Call Log Reports
d. Campaign State 90 Days Retrieve with List Status Reports
e. Dialing Lists 90 Days Retrieve with Lists / Export
f. Recordings Sooner of 30 Days or successful offload Via ftp
g. Callbacks 90 Days after “Complete By Date” Export in Administrator