Master Agreement – Business Central Hardware with Business First service

These terms were last revised December 31, 2013.PLEASE READ THIS “MASTER AGREEMENT” CAREFULLY BEFORE ACCEPTING. THE TERMS AND CONDITIONS OF THIS “MASTER AGREEMENT” AND ANY ADDITIONAL TERMS AND CONDITIONS ENTERED INTO BY THE COMPANY (“You” or “Your”) AND NUSUTUS INC (“NUSUTUS”) ARE COLLECTIVELY REFERRED TO AS THE “AGREEMENT”. USE OF THE BUSINESS CENTRAL HARDWARE (“BUSINESS CENTRAL HARDWARE”) AND BUSINESS FIRST (“Services”) IS SUBJECT TO THESE TERMS (“Agreement”). THIS AGREEMENT CONSTITUTES AN UNDERSTANDING BETWEEN NUSUTUS INC (“NUSUTUS”, “Our” or “Us”) AND THE COMPANY (“You” or “Your”) THE TERMS AND CONDITIONS UNDER WHICH NUSUTUS WILL PROVIDE THE BUSINESS FIRST (“SERVICES”). YOU ACKNOWLEDGE THAT BY USING THE SERVICES, YOU MUST HAVE BUSINESS FIRST HARDWARE. THESE TERMS MAY BE UPDATED FROM TIME TO TIME AND WILL BE MADE AVAILABLE AT www.nusutus.com/master-agreement

YOUR SIGNATURE OF THIS AGREEMENT, ELECTRONIC OR OTHERWISE MEANS THAT YOU ARE ACCEPTING,
YOU ARE AUTHORISED TO ENTER INTO AN AGREEMENT ON BEHALF OF THE COMPANY (“COMPANY”)
YOU AGREE TO BE BOUND BY ALL THE TERMS OF THE AGREEMENT.
YOU ACKNOWLEDGE THE SERVICE LEVEL AGREEMENT (“SLA”)

Definitions

Capitalized terms in this document are defined below:

  1. Business Central Data – The Content stored on the Business Central Hardware.
  2. Business Central Hardware – The Business Central, phones, PSTN gateway and all other physical equipment sold which houses some of the licensed software components and is required for the Business First service.
  3. Business Central Local Account – An account stored on the Business Central Hardware that allows access to configure, use, read and interact with Content.
  4. Cloud – Computer servers owned and operated by NuSutus, partners or contractors which store data and provide certain services such as “CMS”
  5. CMS – Centralized Management Solution, a service provided by us.
  6. Content – Any data transmitted to or from Business Central Hardware or Services including, but not limited to call records, call recordings, sound files, report templates, ring tones, images, text or digital data.
  7. End User – Any person authorised by You that uses the Business Central Hardware or Services either locally or remotely.
  8. NuSutus Limited Hardware Warranty – A warranty provided at the time of sale for which the terms and conditions are packaged with the Business Central Hardware.
  9. Third Party Warranty – Equipment that is sold by NuSutus, but not manufactured or contracted by NuSutus may be covered under a warranty. This warranty is wholly owned by the manufacturer of the product and is described by the terms and conditions contained within the product packaging.
  10. Our, Us or We – NuSutus, Inc.
  11. Remote Support – Accessing the System without physical access using either the remote API or Shell Access.
  12. Shell Access – The ability to use a remote terminal program to connect and control the NuSutus equipment.
  13. System Wipe – A function provided by the software which deletes most of the data on the unit and in the cloud.
  14. System or Unit – The Business Central hardware
  15. Sales Order or Sale Order – A description of hardware and services purchased by you. The terms and conditions on the Sales Order are a part of this Agreement.

Business First service

  1. Remote Support and Configuration – The ability for NuSutus employees to perform diagnosis and configuration changes on your behalf.
  2. Software Upgrades – We may provide periodic updates to your software that may add or improve your current experience. These updates may also resolve known issues or address security fixes.
  3. Emergency Management – Assist owners and operators in identification of business affecting issues regarding telephony service and providing next steps to mitigate or resolve the issue(s).
  4. Best Practices – The Business First service includes communication in the form of email, web page, self-service portal, video and telephone to train, educate and assist with issues associated with usage, customer experience, troubleshooting, and operational efficiency.
  5. Training – We provide live training and Internet based training to assist in using, understanding and utilizing your Business Central Hardware and software.
  6. Self-Service Portal – We will provide an Internet website that allows you to perform self-service actions, including a knowledge base, forums and view your usage of NuSutus support.
  7. Vendor Liaison – In some cases, we may be able to work directly with your vendors to resolve issues without your involvement.

Payment Terms

1. Billing

You understand that the payment of Services become due when on the first day of our account billing cycle. If this is a new account, the billing cycle will start on the day the order has shipped. If your Business Central Hardware is not yet installed on site, you may still use the Service to access training, change your order configuration and submit support tickets.
A service activation fee will be charged on all orders with new Business First Hardware and Services.
You understand that you are paying in advance for Services and once payment for a billing cycle has been made, no portion of the payment will be refunded or prorated.
You agree to pay NuSutus all charges for use of the Services, including, without limitation: installation fees, deposits, Business Central Hardware cost, processing fees, costs incurred by NuSutus and all applicable taxes incurred with the configuration, installation and use of the Business Central Hardware and Services.
If you are receiving your Services as a part of a special offer, you agree that upon the expiry of such special offer you will be bound by the payment requirements that are described in this Section. You may terminate your services before the expiry following the terms in the Duration and Termination Section.
You are agree to notify NuSutus of any changes to billing information. It is your responsibility to ensure the information provided is accurate.
You agree to be automatically charged, in advance, on the first day of your billing cycle.

2. Duration and Termination

You agree to pay all monthly payments for the entire length of the term described in your Sales Order. If the term is not specified in the Sales Order, the term is 36 months, from the day the order is shipped. Once the full term of this Agreement is met, you will continue to be bound by, and billed for, the Services provided on a monthly basis described in this Agreement.
You may request a refund for your order within 30 days of the date that your Sales Order was submitted. If you have already received Business Central Hardware, before shipping any equipment, you must contact NuSutus to arrange and return all items to NuSutus before the refund will be processed. The first month of Business First, any installation charges, shipping, order processing charges and any other cost incurred to process, deliver or install your order will not be refunded.
You may terminate this Agreement by paying all remaining monthly payments of the term described in this Section. To terminate your service you must call us at 1-855-211-1301 during our Business Hours described in the SLA.
If we terminate this Agreement after 30 days of submitting your order, we will provide a written reason for termination and no refunds will be made.

Terms of Service

1. General

The details of the SLA can be found at https://nusutus.com/support/servicelevelagreement/ and may change from time to time. We will make an effort to notify you by email when we make changes to this SLA.
Additional information and description of the services can be found at the website: https://nusutus.com
If the website conflicts with this Agreement, this Agreement shall be considered as correct and current.

2. Ownership

NuSutus retains all ownership of any software component, documentation, interface, content and data that is accompanied by this Agreement. All rights are exclusively owned by us, except that which is granted by this Agreement to you.
NuSutus may, at our discretion, provide software updates or modifications for no charge. You acknowledge that these modifications may change your experience, the compatibility of connected devices, content, or usability of the system.
Some content may be licensed from third parties and is governed by a separate Agreement.
Upon acceptable payment, you own the Business Central Hardware beginning the day it was shipped. You also understand that when you receive ownership, you bear all the risk of loss, theft or damage.

3. End Users

You acknowledge that any person which uses the software or hardware is considered an end user. All end users are bound by the same terms of use laid out in this Agreement.
You shall (a) be responsible for end user compliance with this Agreement and (b) be solely responsible for the use of this product in accordance with applicable laws, rules and regulations and (c) notify us in the event that any charge of noncompliance with any applicable law, rule or regulation asserted or filed against you in connection with our product.

4. Acceptable Use

You agree to generate no more than 30 support tickets per month per location.
You acknowledge that we can not resolve requests that are unrelated to the Business Central Hardware and Services.

5. Remote Support

You understand that we can not provide remote support or remote configuration without an Active Subscription.
You grant us full access to view any data stored on your system as well as probe and query equipment that is connected to the system. Including passwords for local accounts.
We do not make any guarantee whatsoever that we can resolve your problem.
You authorise us to contact a third party service provider, such as, but not limited to your telephone service provider or Internet provider to assist in resolving your issue. We may share information about the configuration of your Business Central Hardware, who you are and other diagnostic information.
We may record diagnostic data which contains sensitive information such as phone calls and Internet usage. This may include, but not limited to, packet captures on the network, recordings from the audio in and audio out ports, data on the USB ports. You authorise that we can use this information to provide remote support service to you.
We may, at our discretion, modify your software to resolve an issue. These modifications are not warranted in any way.

6. Services and Service Availability

You understand that to access and use all the features of the Business First Service and the Business Central Hardware requires an active and suitable Internet connection capable of transmitting voice and data. If you use VoIP service, you must ensure that you have reserved enough bandwidth to support each call path and still use your data services.
You agree that Business First allows NuSutus to enable Remote Support which grants NuSutus employees and authorized contractors to access the equipment, data and configuration of Business Central Hardware.
You accept that the NuSutus Services, which provide reporting via email, FTP or web page are not guaranteed to be available, reliable, accurate, on-time, complete or valid.
You agree that all decisions made from this data is solely at your risk.
You agree that any content you upload, you represent that own all rights or have authorization and are legally permitted to upload.
NuSutus reserves the right to change, suspend, remove or disable access to any Services at any time without notice. NuSutus will not be liable for removal or disabling access to services. We can impose limits on usage without notice or liability

Privacy and Security of Data

7. Communication and Transmitted Content

NuSutus reserves the right to contact you using, but not limited to, email, phone, instant message (SMS or Internet), post, fax, web page to communicate information about this Agreement, Business First, Business Central Hardware support and new offers.
Any Content, is and will be treated as non-confidential and non-proprietary unless otherwise noted. Anything you transmit or post may be used by NuSutus and affiliated Third Party Vendors for any purpose, including, but not limited to, reproduction, disclosure, publication, broadcast and posting. Furthermore, NuSutus is free to use this Content for, but not limited to, the development, manufacture and marketing of products and services.
Any Content that has been transmitted to the Cloud, for example CMS, can not be deleted upon termination of this Agreement and the rights reserved by this Agreement remain in effect.

8. Backup of Business Central Data

You accept responsibility for backing up the data stored locally on the Business Central Hardware.
You acknowledge that NuSutus provides a method to backup locally stored data, excluding call recordings, but we do not warrant or guarantee that this backup is complete, valid or usable in all cases.
You acknowledge that we make reasonable efforts to protect data stored in the cloud such as call recordings and call records, but that we do not guarantee that the data will available, correct, accurate or valid. In the event that we can not restore or repair this data, your Business Central Hardware contains a second copy which can refresh all data into the cloud. However, if your unit has lost data due to replacement or service then this data may be permanently lost.
You may request a copy of all call records uploaded to the cloud once per year for the purpose of performing a backup by contacting support@nusutus.com

9. Security

You acknowledge that the Business Central can be accessed using, but not limited to, PPPoE, VPN, XMLRPC API, CMS Jobs, SSH shell, SMTP and Secure SMTP, FTP, DNS, Samba, HTTP/HTTPS, IMAP, SIP, IAX, rsync, NTP, DHCP, ATFTP. If you wish to guarantee disablement of access, you must unplug the Internet connection and provide physical protection from plugging any device into the Business Central.
You agree that the installation of this system should be monitored for changes which could cause unintended access to information or devices connected to the NuSutus equipment. It is your responsibility to periodically perform these checks.
You acknowledge that, at the time of configuring the Business Central Hardware for your order, NuSutus may enable certain features which allow remote access to your unit and NuSutus does not warrant or guarantee that third parties cannot intercept your information.
You accept responsibility for maintaining confidentiality for all End User passwords by choosing a password that is at least 8 characters using at least one uppercase letter, one lowercase letter, one number and one non-alphanumeric character.
You acknowledge that the Business Central Hardware can be accessed over the Internet by using using accounts locally stored on the Business Central, remote accounts stored on CMS Servers and by way of physical access using the Temporary Reset Password account.

10. Call Recording

You are responsible for determining the local laws. If you request us to enable call recording, it is at your own risk. We will not take any liability for legal compliance with the local laws
You authorise us to listen to call recordings
We will not act upon any content that may have legal issues

11. Call records

Any call which originates from, terminates to, or connects through the System may identified by any information available. This includes, but is not limited to, duration, start time, end time, caller number, caller name, type of service, originating location/equipment/number, terminating location/equipment/number, System messages played and any DTMF sent or received.
These call records may be synchronized from the System to the Cloud and viewed by any NuSutus employee, partner or contractor.
NuSutus may use this data to change and develop new products and services. We may contact you regarding this research and development, but in no way are you entitled to any compensation resulting from this activity.
We will not share this data with anyone unless you grant verbal or written permission.

12. Personal Information

We collect personal and company information through billing and use of our Services. You agree that NuSutus may use this information to collect payment, market and develop new products and services.
We collect information about the equipment which is attached to your Business Central Hardware. We use this information to provide support and improve our quality of service for your Business Central Hardware and Services.

Other

13. 911

You are responsible for providing an emergency phone that can be used to dial 911.
You understand that the Business Central Hardware is not to be used for 911 calls. You must provide a means to obtain 911 emergency services for the location at which the Business Central Hardware is installed.
You understand that certain software functions of the Business Central Hardware can override the caller ID of outbound calls. You take all liability for the representation of your physical location using these software functions.

14. Transfer

If you wish to transfer your equipment and all your license rights to another party you must (a) provide this Agreement during the transfer and (b) perform a “system wipe” before executing the transfer. If you do not perform step (b), we are authorised to perform this step if we deem the equipment to be transferred to another party.
The remaining duration of any warranty or warranties may not be transferred.
This Agreement may not be transferred.

15. Access to equipment

You must not abuse the NuSutus Remote API by any means that may cause a disruption of service to your or any other customer.
At no time will you be granted Shell Access to your Business Central Hardware, nor may you, by any means, gain Shell Access.
You understand that we do not provide an Business Central Local Account,, unless agreed to by NuSutus at time of configuration, or requested and approved by a support ticket.

16. Reverse Engineering

You may not and agree not to, or to enable others to perform any action that may access the source code. This includes, decompile, decrypt, modify, copy disassemble, probe or trace any artifact from a NuSutus system, including software updates, software installed on the system, or backups which contain NuSutus software or any other artifact containing NuSutus source code.

17. Disclaimer of Warranties

You accept that using Business Central Hardware and Services is at your risk.
You accept that certain conditions or acts such as, but not limited to, weather, fire, vandalism, theft, malicious usage, flooding and electrical surges may prevent NuSutus from meeting the terms of SLA.
You agree that you will not use NuSutus Business Central Hardware or Services where loss of life could occur.
You acknowledge that no employee of NuSutus can can create a warranty through communication to you or any of your End Users.
You acknowledge that some equipment sold by NuSutus may have a Third Party Warranty, but that warranty is not managed or provided by NuSutus.
You accept that when using Third Party Services, NuSutus does not warrant or guarantee compatibility with future versions or changes to Third Party Services.

18. Use restrictions

You can not sub-license, resell, rent, lease, lend any artifacts produced by this Agreement, such as reports or call recordings.

19. Limitation of Liability

We will not be liable for any delay or failure to provide Services including, but not limited to voice quality, 911 dialing, outbound calling or inbound calling.

20. Indemnification

You shall indemnify and hold harmless NuSutus, its employees, directors, affiliates, and officers or any other third party that delivers services to you from any claim arising from the use of Business Central Hardware or Services.

21. Governing Law and Dispute Resolution

This Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the State of California, USA.
You agree to refer and resolve any dispute or claim whatsoever to arbitration and to the exclusion of courts.

22. Entire Agreement

If any portion of this agreement is deemed inadmissible, the remainder of this agreement is still valid and enforceable.

Third Party Acknowledgements

23. Open Source Software

You may view the open source licenses used by the software installed on your Business Central Hardware here: https://nusutus.com/master-agreement/
You may request, at anytime, the source code for which the license explicitly states that it is to be made publicly available. To process your request, submit a support ticket to support@nusutus.com.

24. Third Party Services

Some of the Services we provide are contracted by Third Parties. You must read and understand any terms and conditions provided by the third parties before accepting this Agreement.