WHEREAS, Company is in the business of providing its clients with usage of a PBX call center dialer and termination using Company trunk and usage of any other products as detailed in the Rate Table and/or Proposal (each, as hereinafter defined) for the purpose of operating their business; and
WHEREAS, the Client wishes to receive Services (as further defined herein) from the Company for its own operation, all subject to terms of this Agreement.
NOW THEREFORE, the Parties intending to be legally bound hereby agree, as follows:
1.1. Unless explicitly agreed otherwise in writing, this Agreement applies to all Services as provided by the Company and to all orders placed by the Client with Company as detailed in the rate table and/or proposals Client receives from the Company (the Rate Table and the Proposal, accordingly).
1.2. Rate Table and Proposal are an integral part of this Agreement and shall be deemed an inseparable part hereof.
2.1. Commencement Date shall mean the date in which Services are provided to Client following the completion of the initial setup (for the purposes hereof completion of the initial setup means the moment where the Service are operational and Client can commence work) and in which Clients monthly obligation to make monthly payment of Fees will commence. Commencement Date will at no event be longer than twenty one (21) days period following the Effective Date indicated herein above.
2.2. Do Not Call Laws shall mean any law or regulation applicable to Client and/or its operations and/or services which Client provides, and any applicable equivalent legislation in any other jurisdiction;
2.3. Fees shall mean any and all fees for Services provided to Client which Company is entitled to receive from Client under this Agreement and under the Rate Table and/or Proposal.
2.4. Intellectual Property means, with respect to Company: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and re-examinations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including data and related documentation), (g) all other proprietary rights, and (h) all copies and tangible embodiments thereof (in whatever form or medium).
2.5. Service means any and all of the Companys products, offerings, obligations (whether for established products or otherwise), support and consultation services, whether or not related to the Intellectual Property.
2.6. Transactions shall mean any transactions executed by the Client by using the Services in any manner possible. It is hereby clarified that Company is not a party to any Transaction and the Client is liable to any third party for any use of the Services.
2.7. Term shall mean the duration of this Agreement beginning with Effective Date and until terminated in accordance with this Agreement.
3.1. This Agreement governs the Clients engagement with Company for the provision of the Services by the Company and for their stated purpose.
3.2. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, phones, servers, software, operating systems, networking, web servers and the like.
3.3. Subject to the terms and conditions of this Agreement and the proper transfer of the Fees by Client, during the Term of this Agreement, Company shall provide support for its Services in accordance with Section 10 hereof, and as may be amended from time to time subject to providing Client with prior notice of such amendment. Unless explicitly agreed otherwise in writing by the Parties, Companys warranties (as disclaimed) and support obligations (as defined in the standard service level terms herein), set Companys exclusive and exhaustive obligations with regards to the Services herein.
3.4. For the use of the Services, as needed, the Client will be responsible for purchasing softphones, headphones, all LAN infrastructures and will have no demands and/or complaints against the Company with regards to the aforementioned. The Client acknowledges and agrees that the Company is not responsible for any loss of database for the call recordings as part of the Services and that Client is responsible for creating a back-up for the call recordings.
3.5. It is hereby stated and acknowledged by the Client, that the Company is not a dial-tone provider, and its Services are not a replacement for any phone lines, whether wired, wireless, or internet-based, and selected numbers and/or certain services may not be reachable through the Services. The Client acknowledges and agrees that the Services do not support any emergency calls to any type of hospitals, law enforcement agencies, medical care unit, or any type of emergency and/or life-line services collectively as Emergency Services or premium, surcharged, or special services of any kind, which may need to be obtained/granted from a local telephone service provider. Furthermore, the Client acknowledges and agrees that: (i) the Company is not required to offer access to any Emergency Services under any applicable Law, (ii) it is the Clients responsibility to inform Users and Administrators that access and/or calls to Emergency Services are not accessible using the Services, and in any case the use of Reves.ai or Services shall not include access and/or calls to Emergency Services, and (iii) the Client should and is recommended to use a designated company to receive the required services from, and if necessary, REVES shall cooperate with the transfer of any emergency call.
