Cloud Connect for Webex Calling Trial Agreement
Cloud Connect for Webex Calling Trial Agreement
This agreement is for a free trial of the Cloud Connect for Webex Calling.
This Cloud Connect for Webex Calling Trial Agreement (“Agreement”) is made between Inteliquent, Inc., a Sinch company (together with its affiliates providing the Services defined below, “Inteliquent” or “Carrier”), and and the party receiving Services (as defined herein) from Inteliquent (together with its affiliates, “Customer”). This Agreement is effective on the date (“Effective Date”) that Customer executes a Service Addendum, Service Order or other Exhibit relating to the Trial Services offered in the Agreement or any attached Exhibits.
Background:
A. Customer would like to test the services identified on Exhibit A attached hereto (collectively, the “Trial Services”) and provide feedback on the Trial Service.
B. Carrier desires to have Customer participate in the testing of the Trial Service.
Agreement:
Intending to be legally bound, the parties agree as follows:
1. Trial. Customer agrees to work cooperatively with Carrier in the testing of the Trial Service. Additional terms and conditions related to the Trial Service are set out on Exhibit A, attached hereto and incorporated herein. The Trial Service is being provided by Carrier.
2. Term. This Agreement will commence on the Effective Date and terminate thirty (30) days after the Effective Date, unless extended by written mutual agreement of the parties. Carrier may terminate this Agreement and the Trial Service at any time, for any reason.
3. Risks of Tests Assumed by Customer. Customer acknowledges that the Trial Service is being provided as part of a trial offering and is not designed to carry anything other than test traffic. As such, Customer assumes all related risks and harm. Customer is under no obligation to use the Trial Service and may terminate its participation in the test at any time.
4. Interconnection. The interconnection point for the Services between Carrier and Cisco is managed by Inteliquent. Interconnection between Customer and Cisco Webex Services is Customer’s responsibility. Carrier has no responsibility for any service problems related to Customer’s interconnection to Cisco or any service problems with Cisco Webex Services.
5. No Warranty. Given the purpose of this Agreement, Customer acknowledges that the Trial Service is provided “AS IS’’ and may not be functional for the purpose for which it is intended. Operation at any given time does not guarantee operation at any other time. CARRIER DISCLAIMS ALL WARRANTIES RELATING TO THE TRIAL SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6. Limitation of Remedies and Liability. Excluding Customer’s breach of the terms of Exhibit A, neither party will be liable to the other party with respect to the subject matter of this Agreement under any contract, negligence, strict liability or other theory or for any direct, indirect, incidental or consequential damages including, but not limited to loss of revenues and loss of profits.
7. Further Limitation of Liability. IF CARRIER (OR ANY OF ITS AFFILIATES) IS EVER HELD LIABLE IN RELATION TO THIS AGREEMENT AND WHETHER THE CLAIM IS UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, SUCH PARTY’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO PROVEN DIRECT DAMAGES AND WILL NOT EXCEED TEN THOUSAND DOLLARS ($10,000).
8. Notices. All notices required under this Agreement will be given in writing and either (i) hand delivered, (ii) sent by email, or (iii) delivered by a nationally recognized next business day courier, postage paid, in all cases to the address listed below for Carrier, to Service Location Address as specified on Service Orders for Customer. If Customer’s address is a post-office box, Carrier may send any written notice by U.S. mail. Notices will be deemed received on the date of delivery or when delivery is refused; provided, however, that if notice is sent by email and received after 5:00 p.m. in the time zone of the recipient or on a non-business day, the notice will be deemed received on the next business day. A Party may change its notice address using the notice procedures described in this Section. Customer’s rate change notice email address will be the billing contact email address identified by the Customer on the Trial Service Order.
If to Carrier:
Inteliquent, Inc., One North Wacker Drive, Suite 2500, Chicago, IL 60606, Attn: Legal Department
Notices will be deemed received on the date of delivery (or when receipt is refused).
9. Miscellaneous. The parties are separate and independent legal entities, and independent contractors as to each other and under this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, that provision shall be ineffective only to the extent of such invalidity, without affecting the remaining parts of the provision or the remaining provisions of this Agreement. To the extent practicable, the parties agree to negotiate revisions to any such invalid or unenforceable provision to the extent necessary to render such part valid and enforceable. The parties agree that this Agreement shall be governed by, interpreted, and construed in accordance with the laws of the State of New York without regard to choice of law principles. The parties agree to the exclusive jurisdiction and venue of the state and federal courts in the Borough of Manhattan in the State of New York. This Agreement comprises the complete and exclusive statement of the agreement of the parties and supersedes all previous statements, representations, and agreements, oral or written, concerning the subject matter hereof. This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Facsimile or electronically reproduced (e.g., a PDF) and emailed signatures will be treated as originals for all purposes.
Exhibit A: The Trial Service
1. The Trial Services.
The Trial Service is for evaluation of Cloud Connect for Webex Calling, which provides VoIP TNs, Inbound and Outbound Calling for use with Customer’s Cisco Webex Services.
The following terms and conditions will apply to the Trial Services:
VoIP TN and Inbound Calling Service: Limited to ten (10) US and Canada TNs. Cloud Connect Webex Calling Domestic Local, Long Distance Service: Not to exceed 5,000 minutes of use. Carrier may modify usage limitations without notice.
For the avoidance of doubt, the Trial Service excludes:
- Toll Free Calling
- Outbound Calling to destinations outside of the United States and Canada
- Outbound Calling to destinations which Carrier has determined are high cost (“Blocked List”)
Carrier may modify the Block List at any time, for no reason, without notice.
2. Charges for the Trial Services. Notwithstanding any provision of the Agreement, Trial Services will be provided at no charge to the Customer.
3. Customer Responsibilities. CUSTOMER ACKNOWLEDGES AND AGREES THAT TRIAL SERVICES ARE TO BE USED FOR EVALUATION PURPOSES ONLY AND NOT FOR USE IN A PRODUCTION ENVIRONMENT. EMERGENCY SERVICE CAPABILITIES (E.G., 9-1-1) ARE AVAILABLE FOR TESTING AND EVALUATION, BUT CUSTOMER AGREES TO NOT DEPLOY TRIAL SERVICES, INCLUDING BUT NOT LIMITED TO EMERGENCY SERVICES, IN A PRODUCTION ENVIRONMENT WITHOUT CARRIER’S PRIOR WRITTEN CONSENT. ANY END USER DEVICES THAT CAN ACCESS TRIAL SERVICES SHOULD CLEARLY IDENTIFY THE NON-AVAILABILITY OF EMERGENCY SERVICE CAPABILITIES ASSOCIATED WITH THE DEVICE.
4. Production Agreement. Any Customer that wishes to purchase Cloud Connect for Webex Calling outside of this Trial Service must execute a standard Service Order subject to the Cloud Connect for Webex Calling Agreement posted at www.inteliquent.com/legal/webex-calling. Upon execution of a standard Service Order, this Trial Agreement shall be terminated.
5. Indemnification. Customer agrees to defend, at its own expense, and indemnify and hold harmless Carrier and its affiliates and subcontractors (collectively the “Carrier Indemnitees”), from and against any third party claims, suits, damages and costs and expenses (including legal fees) asserted against or incurred by any of the Carrier Indemnitees arising out of or relating to (1) Customer’s use of the Trial Service; and (2) Customer’s breach of this Agreement.
1 Webex® is a registered trademark of Cisco and/or its affiliates.
Confidential and Proprietary