Unified Communications Addendum
Updated July 11th, 2023
This Unified Communications Addendum (this “Addendum”) is incorporated into and forms part of the Terms and Conditions (which govern all access to or use of the Services set forth in Orders referencing the Terms and form the parties “Agreement”) between Xima, LLC (“Xima”, “we”, or “our”) and the Customer identified in the Agreement (“Customer”, “you” or “your”) and is effective as of the Effective Date (as defined in the Agreement).
Capitalized terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Agreement. Except as expressly modified below, the terms of the Agreement shall remain in full force and effect.
The parties hereby agree that the terms and conditions set out below shall be added as an addendum to the Agreement.
1.
Definitions
1.1
“Customer Premise Equipment” means a telephone or other service provider equipment that is located on the customer’s premises (physical location) rather than on the service provider’s premises or in between. Telephone handsets, cable TV set-top boxes, and digital subscriber line routers are examples.
1.2
“Device” means hardware phone(s)
1.3
“Equipment” means Devices, such as an IP phone, Multimedia Terminal Adapter, Analog Telephone Adapter, switch, router or any other IP connection device.
1.4
“Softphone” means a software program for making telephone calls over the Internet using a general purpose computer rather than dedicated hardware. Then softphone can be installed on a piece of equipment such as a desktop, mobile device, or other computer and allows the user to place and receive calls without requiring an actual telephone set.
1.5
“UC Service” means the integrated enterprise communication services and non-real-time communication services offered by Xima.
1.6
“Virtual Number” means A telephone number without a directly associated telephone line, also known as a direct inward dialing (DID) or access number.
2.
Emergency Services – 911 Dialing
2.1
The UC Service does not support traditional 911 or E911 access to emergency services in all locations. Where we do not offer traditional 911 or E911 access, we offer a feature known as “911 Dialing” which is a limited emergency calling service available only on Xima certified Equipment. The 911 Dialing feature may not work at all when used in conjunction with a Softphone, mobile app, Virtual Numbers or your Customer Premise Equipment. OUR 911 DIALING FEATURE IS NOT AUTOMATIC; YOU MUST SEPARATELY TAKE AFFIRMATIVE STEPS, AS DESCRIBED IN THIS ADDENDUM AND ON OUR WEBSITE, TO REGISTER THE ADDRESS WHERE YOU WILL USE THE SERVICE IN ORDER TO ACTIVATE THE 911 DIALING FEATURE. Customer must do this for each Xima phone number that you obtain. The 911 Dialing feature of the UC Service is different in many important ways from traditional 911 or E911 service as described on our website page for 911 Dialing under “Features,” and below. YOU SHALL INFORM ANY HOUSEHOLD RESIDENTS, GUESTS AND OTHER THIRD PERSONS WHO MAY BE PRESENT AT THE PHYSICAL LOCATION WHERE YOU UTILIZE THE UC SERVICE OF (I) THE NONAVAILABILITY OF TRADITIONAL 911 OR E911, AND (II) THE IMPORTANT DIFFERENCES IN AND LIMITATIONS OF THE Xima 911 DIALING FEATURE AS COMPARED WITH TRADITIONAL 911 OR E911 DIALING. IT IS YOUR RESPONSIBILITY TO PLACE A NOTICE ON EACH DEVICE OR OTHERWISE FIND A MEANS TO ALERT DEVICE USERS OF THESE LIMITATIONS.
2.2
For each phone number that you use for the UC Service, you must register with Xima the physical location where you will be using the UC Service with that phone number. When you move the Device to another location, you must register your new location. If you do not register your new location, any call you make using the 911 Dialing feature may be sent to an emergency center near your old address. You will register your initial location of use when you subscribe to the UC Service. Thereafter, you may register a new location by following the instructions from the “911″registration link on your Xima, web account dashboard features page. For purposes of the 911 Dialing feature, you may only register one location at a time for each phone line you use with the UC Service.
2.3
We contract with a third party to use the address of your registered location to determine the nearest emergency response center and then forward your call to a general number at that center. When the center receives your call, the operator will not have your address and may not have your phone number. You must therefore provide your address and phone number in order to get help. Some local emergency response centers may decide not to have their general numbers answered by live operators 24 hours a day. If we learn that this is the case, we will send your call instead to a national emergency calling center and a trained agent will contact an emergency center near you to dispatch help. You hereby authorize us to disclose your name and address to third-party service providers, including, without limitation, call routers, call centers and public service answering points, for the purpose of dispatching emergency services personnel to your registered location.
2.4
UC Service Outages
(a) UC Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the UC Service, including 911 dialing, will not function until power is restored and device(s) are “online” or registered. Following a power failure or disruption, you may need to reset or reconfigure the device prior to utilizing the service, including 911 dialing.
(b) UC Service Outages Due to Internet Outage or Suspension or Termination of Broadband Service or ISP Service. UC Service outages or suspensions or terminations of service by your broadband provider or ISP will prevent all UC Service, including 911 Dialing, from functioning.
(c) UC Service Outage Due to Suspension or Termination of Your Xima Account. UC Service outages due to suspension or termination of your account will prevent all UC Service, including 911 Dialing, from functioning.
(d) UC Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the UC Service is provided or otherwise impede the usage of the UC Service. In that event, provided that you alert us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports are being blocked or your UC Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your UC Service, including the 911 Dialing feature, may not function. You acknowledge that Xima is not responsible for the blocking of ports by your ISP or broadband provider or any other impediment to your usage of the UC Service, and any loss of service, including 911 Dialing, that may result. In the event you lose UC Service as a result of blocking of ports or any other impediment to your usage of the UC Service, you will continue to be responsible for payment of the UC Service charges unless and until you terminate the UC Service in accordance with this Agreement.
(e) Other UC Service Outages. If there is a UC Service outage for any reason, such outage will prevent all UC Service, including 911 Dialing, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement.
2.5
911 Dialing does not function if you change your phone number or if you add or port new phone numbers to your account, unless and until you successfully register your location of use for each changed, newly added or newly ported phone number.
2.6
Network Congestion; Reduced Speed For Routing Or Answering 911 Dialing Calls
(a) Network Congestion. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the UC Service as compared to traditional 911 dialing over traditional public telephone network.
(b) Analytics Monitoring. Xima uses advanced analytics monitoring for all calls on our Xima server. Calls are data captured and stored on these servers for up to (14) days for troubleshooting purposes along with packet captures and other important tools to help remedy any call quality issues you might experience. Xima WILL NOT listen to any calls on this server without explicit consent from Customer. Any customer may opt out of this troubleshooting and monitoring service by opening a ticket at customerservice@xima.com.
2.7
It may or may not be possible for the local emergency personnel to automatically obtain your phone number when you use 911 Dialing. Our system is configured to send the automatic number identification information; however, one or more telephone companies, not Xima, route the traffic to the emergency response center and that center may not be capable of receiving and passing on that information. As a result, the operator who answers your 911 Dialing call may not be able to automatically obtain your phone number and call you back if the call is not completed or is not forwarded, is dropped or disconnected, if you are unable to speak to tell the operator your phone number, or if the UC Service is not operational for any reason.
2.8
In most service areas, it is not possible at this time to transmit to the local emergency response center the address that you registered for 911 Dialing. You will need to state the nature of your emergency promptly and clearly, including your location (and possibly your telephone number), as the operator will not have this information. Emergency personnel will not be able to find your location if the call is not completed or is not forwarded, is dropped or disconnected, if you are unable to speak to tell the operator your location, or if the UC Service is not operational for any reason.
2.9
We do not have any control over whether, or the manner in which, calls using our 911 Dialing service are answered or addressed by any local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and to a national emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither Xima, nor its affiliates, owners, officers, managers, directors, employees, independent contractors or agents may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 911 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless Xima, its affiliates, owners, officers, managers, directors, employees, independent contractors or agents and any other service provider who furnishes services to you in connection the UC Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the UC Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the UC Service to be able to use 911 Dialing or access emergency service personnel.
2.10
If you are not comfortable with the limitations of the 911 Dialing service, you should consider having an alternate means of accessing traditional 911 or E911 services.
3.
UC Service Distinctions
3.1
The UC Service Is Not A Telecommunications Service And Xima Provides It On A Best Effort Basis. Important Distinctions Exist Between Telecommunications Service And The UC Service That Xima Provides
The UC Service is subject to different regulatory treatment than telecommunications service. This treatment may limit or otherwise affect your rights of redress before regulatory agencies.
3.2
The UC Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls or calling card calls). The UC Service may not support 311, 511 and/or other x11 (other than certain specified dialing such as 911, as provided for elsewhere in this Agreement) services in one or more (or all) service areas.
3.3
The phone numbers you obtain from us will not be listed in any telephone directories. Phone numbers transferred from your local phone company may, however, be listed. As a result, someone with your phone number may not be able to utilize a reverse directory to lookup your address.
3.4
Incompatibility With Other Services
(a) Security Systems/Fire Alarm/Elevator/Postage. The UC Service may not be compatible with security systems alarms. You may be required to maintain a telephone connection through your local exchange carrier in order to use any alarm monitoring functions for any security system installed in your home or business. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with the UC Service.
(b) Certain Broadband and Cable Modem Services. You acknowledge that the UC Service presently may not be compatible with some broadband services. You further acknowledge that some providers of broadband service may provide modems that prevent the transmission of communications using the UC Service. We do not warrant that the UC Service will be compatible with all broadband services and expressly disclaim any express or implied warranties regarding the compatibility of the UC Service with any particular broadband service.
3.5
Although we encourage you to use the UC Service to place calls to foreign countries from within the United States and Canada, we do not presently offer or support the UC Service in any countries other than the United States and Canada. If you use the UC Service or the Device outside of the United States or Canada, you will be solely responsible for any violations of local laws and regulations resulting from such use. We reserve the right to terminate your UC Service immediately if we determine, in our sole and absolute discretion, that you have used the UC Service or the Device outside of the United States or Canada.
4.
Upon the termination of your UC Service, Xima may, in our sole and absolute discretion, release to your new service provider the telephone number that you ported (transferred or moved over) to us from your previous service provider and used in connection with your UC Service if:
- Such new service provider is able to accept such number;
- Your account has been terminated by you in accordance with the Agreement;
- Your account is completely current, including payment for all charges and applicable termination fees; and
- You request the transfer in writing upon terminating your account.
5.
Prohibited Acts and Uses; Compliance with Applicable Laws
5.1
Prohibited Uses And Inappropriate Conduct
(a) Unlawful Purposes or Usage. You shall use the UC Service and the Equipment only for lawful purposes. Unlawful uses include but are not limited to using the UC Service for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting or fax or voicemail blasting. We reserve the right to immediately terminate or modify your UC Service if we determine, in our sole and absolute discretion, that you have at any time used the UC Service for any of the aforementioned or similar activities. In the event of such termination, you will be responsible for payment of all fees and charges due to the end of your then-applicable Term, as further explained in the Agreement herein above, regardless of how much time is left on the Term, and shall return all Equipment in accordance with the terms provided herein below.
(b) Inappropriate Conduct. You shall not use the UC Service or the Device in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or any similar behavior, whether or not it rises to the level of a criminal act. We reserve the right to immediately terminate your UC Service if, in our sole and absolute discretion, we determine that you have used the UC Service or Equipment in any of the aforementioned ways. In the event of such termination, you will be responsible for payment of all fees and charges due to the end of your then-applicable Term, as further explained in the Agreement, regardless of how much time is left on the Term.
(c) Authorization to Report Unlawful or Inappropriate Conduct. If we believe that you have used the UC Service or Equipment for an unlawful purpose or engaged in inappropriate conduct while using the UC Service or Equipment, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, Xima will provide information in response to law enforcement requests, subpoenas, court orders, to protect its rights and property and in the case where failure to disclose the information may lead to imminent harm to the Customer, its users or others.
5.2
You will be liable for any and all liability that may arise out of the content transmitted by you or to any person, whether authorized or unauthorized, using your UC Service or Device (each such person, a “User”). Yours and your User’s use of the UC Service and content shall comply with all applicable laws, regulations and written and electronic instructions for use. We reserve the right to terminate or suspend your UC Service and remove your or your Users’ content from the UC Service, if we determine, in our sole and absolute discretion, that such use or content does not conform with the requirements set forth in this Agreement or interferes with our ability to provide UC Service to you or others. Our action or inaction under this Section will not constitute any review or approval of your or Users’ use or content.
5.3
Recording Conversations
Xima provides a function that allows a user to record individual telephone conversations. The laws regarding the notice and notification requirements of such recorded conversations vary by state. Customer is solely responsible for complying with the local, state, & federal laws in the relevant jurisdiction when using this feature. Additionally, Xima will not alter or modify any call recordings in order to maintain compliance with laws and regulations.
5.4
Compliance With Laws Related To Faxing
There are laws and regulations in Canada, the United States and other countries that regulate the sending of facsimiles. Xima expressly forbids any unlawful use of its UC Service which may violate any applicable law or regulation including the Telephone Consumer Protection Act. It is solely your responsibility to ensure that all such laws and regulations, including without limitation, regulation of unsolicited advertising, are adhered to. You expressly absolve Xima of all responsibility for your use of Our Fax services and warrant that you are in full compliance with all laws and regulations regarding sending facsimiles. You represent and warrant that you will contractually require and use reasonable efforts to enforce that you and your end-users:
(a) Only use Our Fax services for lawful purposes and that your use of Our Fax services will be in compliance with all federal, state and local laws and regulations including, without limitation, the provisions of the Telephone Consumer Protection Act.
(b) Will not use Our Fax services to transmit any unlawful, harmful, threatening, abusive, libelous, vulgar, obscene, profane, hateful, or otherwise objectionable information of any kind, including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, state, federal or other law or regulation.
(c) Will not use Our Fax services to upload, post, reproduce or distribute, in anyway, any information, software or other material protected by copyright or any other intellectual property right without first obtaining the permission of such right holder.
(d) Will comply with all applicable laws, regulations and conventions, including those related to data privacy, international communications, exportation of technical or personal data, and the sending of certain unsolicited facsimiles.
