9Line Order Form and Conditions

Last updated: July 1, 2022

These 9Line Terms and Conditions (the “Terms and Conditions”) between You and 9Line Software LLC (“Company” or “we” and together with Customer, the “Parties” and each a “Party”) governs all purchase and use the of Services. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS THROUGH (A) YOUR INSTALLATION, INTEGRATION, ACCESS OR USE OF THE SERVICES; (B) CHECKING/CLICKING THE “I AGREE” BUTTON, OR (C) YOUR EXPRESS AGREEMENT TO THESE TERMS AND CONDITIONS INCORPORATED BY REFERENCE INTO AN ORDER FORM WITH AN APPROVED SOURCE. IF THERE ARE ADDITIONAL POSTED POLICIES OR TERMS APPLICABLE TO THE SERVICES (INCLUDING THE PRIVACY POLICY), YOU ARE REQUIRED TO FOLLOW THOSE AS WELL. IF YOU DO NOT HAVE AUTHORITY TO ENTER INTO THESE TERMS AND CONDITIONS OR YOU DO NOT AGREE WITH ITS TERMS, DO NOT USE THE SERVICES.

You may request a refund for the Services within 30 days of Your initial purchase. The preceding sentence does not apply where You have expressly agreed to these Terms and Conditions as part of an Order Form.

1. DESCRIPTION OF THE SERVICES
   • Services. The “Services” consist of the enhanced 911 services described herein, including Cloud Services and Software that is used when a 911 call is placed from an enterprise call server, PBX, or hosted cloud solution, to find the location of the caller, send the call to the appropriate Public Safety Answering Point (“PSAP”) or to a designated security answering point, and notify You that a 911 call has taken place. The Services may also consist of Software that is installed in Your or Company’s datacenter to provide end point automated location tracking and 911 notifications.
     
     
2. COMPANY RESPONSIBILITIES
   • Services. Company will provide the Services to You as described herein. Company may subcontract any Service and Company shall remain responsible for the acts and omissions of its subcontractors.
   • Support. Company will provide basic technical support to You as set forth below.
     • (i) Technical support will be provided 24/7 by Company if set forth in the Order Form and for the fees set forth in the Order Form. You may contact Company via telephone, email, web-based service, or other communications channel designated by Company regarding difficulties in use of the Services or the interpretation of results. Standard support hours are 8:00 am to 5:00 pm (Central Time), Monday through Friday, excluding weekends and national holidays, and Company will use commercially reasonable efforts to respond to all requests during standard support hours within 15 minutes. Outside of standard support hours, Company will respond to all requests within a commercially reasonable period of time. You will provide Company with remote access to Your computer systems as needed to permit off-site technical support.
     • (ii) Company will use commercially reasonable efforts to make the Cloud Services available at least ninety-nine and one half percent (99.5%) of the time, except for (a) scheduled maintenance that occurs on a designated day and time each month only during non-peak hours and for which Company will provide at least three days advance notice, (b) unscheduled maintenance performed with reasonable advance notice, (c) emergency maintenance without prior notice, though Company will notify You within twenty-four hours afterwards, (d) any Force Majeure Event, (d) any act or omission of Customer or any Authorized User that does not comply with these Terms and Conditions, or (e) any suspension or termination of Services under Section 9(c) of these Terms and Conditions.
   • Updates to the Services. Company may enhance and refine the Services provided such updates do not materially reduce the functionality of the Services. If the change will materially affect the Services, Company will notify You in advance of the implementation of the change. From time to time, Company performs scheduled maintenance to update the servers and Software that are used to provide You the Services.

3. YOUR PAYMENT OBLIGATIONS
   • Fees. Fees for Your use of the Services are set out in the Order Form. Fees are non-refundable and payment obligations are non-cancelable, except as specifically provided in these Terms and Conditions, or where prohibited by law.
   • True Forward. 9Line’s True Forward enables customers to provide access to 9Line for their entire organization as set forth below.
     • Your payment obligations will be based on the Services licensed by your initial Order Form (“License Basis”) and may increase during the Term as Your organization grows.
     • On the first business day of each month following the Delivery Date, 9Line will measure Your Service usage by calculating the number of 9Line licenses in use by Your organization.
     • If Your Service usage is greater than your License Basis by the lesser of 5% or 1000 licenses, Your License Basis will be increased to the number of licenses in use. You will be billed and owe incremental Fees for the Services for the remainder of the Term. Your License Basis can only be increased during the Term.
   • Taxes. All amounts paid under these Terms and Conditions will exclude and You are solely responsible for, all present and future sales, stamp, and other taxes, levies, duties, deductions, charges, fees or withholdings imposed, levied or assessed by any governmental authority, together with any interest or penalties imposed thereon. Neither Party is liable for taxes imposed on the other Party’s income.
   • ERC Expenses. An emergency 911 call that cannot be connected to the PSAP due to incomplete or missing location data or originates from any 8XX toll free number constitutes a “Failed User Emergency 911 Call.” Failed User Emergency 911 Calls will be routed to an emergency call response center (“ERC”) which is an external call center, contracted by Company that operates 24/7 and is staffed by trained and certified professionals. Upon receiving a 911 call, the ERC will attempt to route the call to the appropriate PSAP, based on the location information communicated by the 911 caller. You will be responsible for and will reimburse Company for all expenses associated with any calls that are routed to the ERC (“ERC Expenses”). Each call that arrives at the ERC will incur a charge to You of $00 for the first occurrence and $25.00 for each subsequent call during the Term. Company will notify You of any ERC calls and associated ERC Expenses within two business days after such call and Company will invoice You monthly for those ERC Expenses.
     
     
4. YOUR USE OF THE SERVICES
   • Acceptable Use. You will use the Services only for the purposes of establishing locations for Phones and End Points and for routing Your 911 emergency calls and for no other purpose. You will not (i) interfere with the Services, other customers’ access to the Services, or with the security of the Services; (ii) sell, resell, or distribute the Services; (iii) make the Services available to third parties as a managed or network provisioned service; or (iv) attack or disrupt the Services, including denial of service (DoS), unauthorized access, monitoring or crawling, or distribution of malware (including viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots). Use of the Services for any purpose other than that contemplated by these Terms and Conditions will constitute a material breach and will be grounds for termination.
   • Authorized Users. You will inform Your Authorized Users of Your policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data, including instructing Authorized Users not to block their telephone numbers when calling 911.
   • User Location Data. You expressly acknowledge that it is solely Your responsibility, at Your cost, to enter correct, complete and current location data, automatic number identification, and ten-digit phone number for each Phone or End Point (“User Location Data”) into the Services and to promptly update the same from time to time as needed. The address information provided must include sufficient information to enable emergency responders to locate the calling party and must comply with any multiline telephone system requirements applicable to Customer. For example, if applicable pursuant to any applicable multiline telephone system requirements, if the location is a multi-story building, Customer must provide floor and suite number in addition to address information. Customer acknowledges and understands that failure to maintain the current and correct User Location Data in the Services may result in emergency calls made by Customer being routed to the incorrect local emergency service provider. Company will not validate User Location Data (other than street address), but if Company notifies Customer of any invalid or incomplete User Location Data, then You will re-enter valid and/or complete User Location Data.
   • Your Networks. You are responsible, at Your cost, for providing all facilities, network connections and trunks required to operate with and interconnect to the Service and Authorized User interface. You are responsible for regularly monitoring and managing Your networks and equipment and will cause the Authorized Users to regularly monitor and manage their networks and equipment to ensure that there is no interruption in connectivity to the Services.
   • You acknowledge the Limitations of the Services. Company has advised and You acknowledge that You may not be able to place 911 calls using the Services: (i) during any disruption of power at Your location; (ii) during any disruption of internet connectivity to Your location; (iii) during any period in which Your VoIP telephony service provider or Local Exchange carrier has cancelled or suspended delivery of services to You for any reason (including suspension or cancellation for failure to pay or their default); (iv) during any period of Services outage or failure related to a Force Majeure Event; (v) if You attempt a 911 call from a location different from Your then current address stored in the Services; (vi) if incorrect or invalid address information is provided or if such information is not updated by You in the event of a change in Your location; (vii) if Your equipment fails to function, is not properly configured or is defective; (viii) in territories where the PSAP or applicable authority does not offer enhanced 911 (in which case, Company will route using the ten-digit outbound trunks or a call center attendant for 911); and (ix) if your right to use the Services has been suspended or terminated under Section 9(c). You acknowledge and agree that You may not be able to place 911 calls after termination of these Terms and Conditions without re-programming your phone system. You acknowledge that certain features may not be compatible with 911 service. You agree that Company will have no liability for any failure to place or have corrected routed any 911 calls for the reasons set forth in this Section 4(e). You acknowledge that Company reserves the right to refuse provisioning or modification of features or service if such provisioning or modification adversely affects the Services.
   • VoIP Calls. Company uses commercially reasonable efforts to deliver every 911 call with the enhanced location data provided by our customers to the appropriate There are limitations placed upon Company by the PSAPs. Each of the approximately 6,000 PSAPs must individually agree to accept a 911 call with a VoIP type service. PSAPs generally fall into three categories: (i) those that accept VoIP calls with location data on 911 equipment; (ii) those that accept VoIP 911 calls without location data on administrative lines; and (iii) those that do not accept VoIP 911 calls. In this last case, VoIP 911 calls are routed to the next closest PSAP that accepts VoIP 911 calls.
   • Cooperation; Administrator. You shall (i) timely provide Company with all reasonable information and cooperation requested by Company to perform the Services; (ii) respond promptly to all requests by Company for information, as well as any issues that Company encounters in its performance of the Services requiring consultation with Company; and (iii) assign one (1) individual with telephone system expertise and necessary authority to be primarily dedicated to managing the Services and relationship with Company under these Terms and Conditions (the “Administrator”) and You will identify the same to Company. In the event that Company reasonably requests, You will appoint a different person as Administrator. You will ensure that there is an Administrator at all times during the term of these Terms and Conditions. You will provide contact information of the first Administrator to Company and update the same as needed. Company will not be liable for any deficiency in performance of Services to the extent resulting from Customer’s failure to provide cooperation as required hereunder. You will be solely responsible for acts and omissions of the Administrator. You authorize Company to publicly disclose that You are a customer of Company and to use Your name and logo to identify You as a Company customer, including on Company’s customer list and marketing materials.
     
     
5. DATA PRIVACY
   • Protected Personal Information. You acknowledge that the Services do not store any Protected Personal Information. The Services only store Direct Inward Dial (DID) telephone numbers used for 911 call routing purposes and their associated building addresses and locations. You are responsible for configuring your phone system to restrict the delivery of Caller-ID Name (CNAM) to the Services.
     
     
6. OWNERSHIP AND SOFTWARE LICENSING RIGHTS
   • What you Own. You retain all right, title and interest in and to Customer Data. We may use Customer Data in order to (i) provide the Services, and (ii) derive Statistical Data.
   • What we Own. Company retains ownership in all intellectual property rights in and to the Software and Services and the underlying technology, software, patents, know-how and associated documentation, in whole or in part, including all improvements, enhancements, modifications, and derivative works thereof and any ideas or feedback provided by You relating thereto (together, “Materials”). Company reserves all rights to the Services, Software and Materials that are not expressly granted under these Terms and Conditions.
   • Software License & Restrictions. To use the Cloud Service, You may be required to download and install Company Software or a Company proprietary agent, plug-in or similar software. Subject to the terms of these Terms and Conditions, Company grants You a limited, non-exclusive, non-sublicensable and non-transferable license to use the Software identified in the Order Form in object code form only and for internal business purposes only and to access and use the Cloud Service identified in the Order Form for internal business purposes only. The Software may contain open source code that is subject to its own license terms. You may not nor allow a third party to: (a) use (except as permitted herein), copy (except pursuant to Your standard backup procedures), modify, reverse engineer, decompile, or otherwise attempt to derive the source code for any Software, or create derivative works of any Software or Service; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Software or Service to any third party; (c) use the Software or Service to provide any service to any third party; (d) compete, or create a product that competes, with any Software or Service; or (e) use any Software or Service in any manner not expressly provided herein. You may, without incurring additional Fees, move the Software to and use the Software on other servers temporarily, because of equipment or software malfunctions; or permanently, onto replacement servers if the original servers are replaced by You provided there is no increase in the number of copies of the Software in use. If You permanently transfer the Software to servers at a different location that physically replace the original servers, You will completely cease the use of the Software on the original set of servers and will promptly give Company written notice of such relocation.
     
     
7. INDEMNIFICATION
   • Company Indemnification. Company will indemnify, defend and hold harmless You and your directors, officers, employees, representatives and agents from and against any claims, suits, actions, damages, liabilities, costs, losses, awards, judgments or expenses (including reasonable attorney fees) (“Losses”) arising out of third party claims: (i) that Company Software or Cloud Service infringes such third party’s patent or copyright; (ii) relating to Company’s violation of applicable law; or (iii) relating to Company’s gross negligence or willful misconduct. Company will have no obligation for any Losses to the extent based on (1) a modification of the Services by You or a third party, or use of the Services outside the scope of these Terms and Conditions; (2) combination, operation, or use of the Services with non-Company products, software, services or business processes; (3) Customer Data; or (4) services You provide based on the Services. If a claim described in Section 7(a)(i) is brought or Company believes such a claim may be brought, then Company may, at Company’s option, (A) procure for You the right to continue using the Software or Cloud Service under the terms of these Terms and Conditions, or (B) replace or modify the Software or Cloud Service to be non-infringing without material decrease in functionality. If Company determines that neither of these options are reasonably available, You will remove the Software Product(s) from your servers and devices and Company will terminate the applicable Cloud Service upon written notice to You, and refund You a pro rata portion of the price You pre-paid for the Cloud Service and Software for the remainder of the unexpired term.
   • Your Indemnification. You will indemnify, defend, and hold harmless Company, its affiliates and their respective directors, officers, employees, representatives and agents from and against any Losses arising out of third party claims related to: (i) Your unauthorized use, operation, or modification of any Service; (ii) Your misuse or incorrect use of any Service including failure to provide the necessary location data for proper routing of a 911 call; (iii) Your violation of any applicable law; or (iv) Your gross negligence or willful misconduct.
   • Indemnification Procedure. In the event of a claim by a third party against a Party entitled to indemnification hereunder, the indemnified Party shall promptly notify the indemnifying Party in writing of the claim and reasonably cooperate therewith; provided however, that failure to do so only precludes the indemnified Party’s right to indemnification to the extent that failure materially prejudices the indemnifying Party. The indemnifying Party shall undertake and solely manage and control, at its sole expense, the defense of such claim and its settlement. The indemnified Party may, at its option and expense, be represented in any such claim by counsel of its choice. The indemnifying Party shall not settle any such claim unless: (i) there is no finding or admission of any violation of law or any violation of the rights of any person or entity, (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying Party and (iii) the terms of such settlement or compromise include a full and unconditional release of the indemnified Party from all liability with respect to such third party claim. If the indemnifying Party fails to diligently prosecute the defense of such claim, then the indemnified Party may upon notice to the indemnifying Party undertake to manage and control the defense of such claim and its settlement at the indemnifying Party's expense. The indemnification provided for in this Section 7 is the exclusive remedy for any claims described in this Section 7.
     
     
8. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
   • Limited Warranty. Company warrants that it provides Software and the Cloud Service materially in accordance with these Terms and Conditions using commercially reasonable skill and care. Upon prompt notification by You of Company’s breach of this warranty, to the extent permitted by applicable law, Your sole and exclusive remedy for breach of this or any warranty, is, at Company’s option, either repair or replacement of the Software or Cloud Service or a refund of the fees paid to Company for the period in which the Software or Cloud Service did not materially comply.
   • Mutual Representations. Each Party represents and warrants to the other Party that: (i) such Party has the power and authority to enter into these Terms and Conditions and perform its obligations hereunder, (ii) these Terms and Conditions has been duly executed and delivered by such Party and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms, (iii) the execution, delivery, and performance of these Terms and Conditions by such Party does not violate Applicable Law or the terms or conditions of any other agreement to which such Party is a party or by which it is otherwise bound, and (iv) such Party is not involved in any legal action, the subject matter of which prevents it from entering into these Terms and Conditions or from performing and fulfilling its duties and obligations hereunder.
   • Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND EACH PARTY: (I) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; AND (II) MAKES NO WARRANTY OR REPRESENTATION THAT: (1) THE SERVICES WILL BE UNINTERRUPTED, COMPLETELY SECURE, ERROR-FREE, OR FREE OF VIRUSES; OR (2) THE SERVICES WILL MEET YOUR BUSINESS REQUIREMENTS OR OPERATE WITH YOUR EXISTING SYSTEMS.
   • Limitation of Liability. EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS AND ANY AMOUNTS DUE TO COMPANY, (I) NEITHER PARTY’S LIABILITY FOR CLAIMS RELATED TO, OR ARISING OUT OF, THIS AGREEMENT, ANY SOFTWARE OR SERVICE, SHALL EXCEED, IN THE AGGREGATE, THE FEES PAID TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO THE LIABILITY (AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT) AND (II) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (1) INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES; (2) LOSS OR CORRUPTION OF DATA OR INTERRUPTED OR LOSS OF BUSINESS; OR (3) LOSS OF REVENUES, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE CLAIMS ARE IN WARRANTY, CONTRACT, TORT, INFRINGEMENT, NEGLIGENCE OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE. IN JURISDICTIONS WHERE ANY OF SUCH LIMITATIONS OF LIABILITY IS NOT PERMITTED, EACH PARTY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE THAT COMPANY WILL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM ANY EFFORTS UNDERTAKEN BY COMPANY OR THE ERC TO CORRECT ANY FAILED USER EMERGENCY 911 CALLS.
     
     
9. TERM AND TERMINATION
   • Term. The Term means the period commencing on the Delivery Date of the Services and continuing for the period set forth in the Order Form, during which period You have the right to use the applicable Services.
   • Renewal. In order to provide You with uninterrupted service, the Services will automatically renew for the renewal period selected on the Order Form (“Renewal Term”) unless (i) either of the Parties notifies the other in writing at least thirty (30) days before the end of the then-current term of its intention not to renew or (ii) You elect on the Order Form at the time of initial purchase not to auto-renew the Services.
   • Termination. (i) If a Party materially breaches these Terms and Conditions and does not cure that breach within thirty (30) days after receipt of written notice of the breach, the non-breaching Party may terminate these Terms and Conditions for cause. (ii) Either Party may terminate these Terms and Conditions upon the dissolution or liquidation of the other Party, the insolvency or bankruptcy of the other Party, the institution of any proceeding by or against the other Party under the provisions of any insolvency or bankruptcy law; the appointment of a receiver of any of the assets or property of the other Party, the issuance of an order for an execution on a material portion of the property of the other Party pursuant to a judgment, or the other Party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due. (iii) Company has the right to immediately suspend or terminate Your use of the Services if You breach Section 4.1 (Acceptable Use) or Section 6.3 (Software License and Restrictions) above.
   • Effect of Termination. Upon termination or expiration of these Terms and Conditions, You must cease any further use of the Software or Cloud Service and destroy any copies of Software within Your control. Upon any termination by You under Section 9(c), Company will refund to You any prepaid fees covering the remainder of the then-current term after the effective date of termination. Upon any termination by Company under Section 9(c), You will pay any unpaid fees covering the remainder of the then-current term.
   • End-of-Life. Company reserves the right to end-of-life (EOL) the Services three (3) years after the first initial sales date. If You prepaid the fee for Services which is subject to EOL, Company will use commercially reasonable efforts to transition You to a substantially similar Service. If Company does not have a substantially similar Service, then Company will refund You any unused portion of the prepaid fee for such Services, calculated from the last date the Services is available.
   • Survival. The following sections survive the expiration or termination of these Terms and Conditions: 3 (Your Payment Obligations), 4 (Your Use of the Services), 5 (Data Privacy), 6 (Ownership and Software Licensing Rights), 7 (Indemnification), 8 (Warranties), 9(d) (Effect of Termination), and 10 (General Provisions) and any other provisions that must survive to achieve the intent of the Terms and Conditions.
     
     
10. GENERAL PROVISIONS
    • Assignment. These Terms and Conditions will be binding upon each party hereto and its successors and permitted assigns. These Terms and Conditions are not assignable or transferable by You without the prior written consent of Company. Any attempted assignment or delegation in violation of the preceding sentence will be null and void. Company may assign these Terms and Conditions to any party that assumes Company’s obligations hereunder.
    • Modifications. As the Company’s business evolves, Company may modify these Terms and Conditions. Any material changes to the Terms and Conditions are not retroactive and will only apply to future Order Forms. If You place a new Order Forms after such modification, Your use of the Services will be deemed as acceptance of the Terms and Conditions, as modified.
    • Compliance with Laws. It is Your responsibility to understand Your local enhanced 911 compliance obligations and Company specifically disclaims any such obligation. In the event that Services requirements different than those stated in these Terms and Conditions are, in Company’s reasonable opinion, necessary or advisable based on Company’s interpretation of currently evolving 911 service laws, rules and regulations, You agree to negotiate modifications to the Services as requested by Company, and if agreement respecting the same cannot be reached, Company may terminate the Services and these Terms and Conditions without liability.
    • Governing Law and Venue. These Terms and Conditions, and all suits, claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to these Terms and Conditions, or the negotiation, execution or performance of these Terms and Conditions (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with these Terms and Conditions or as an inducement to enter into these Terms and Conditions) ("Suits"), shall be governed by, and enforced in accordance with, the internal laws of the State of New York (without reference to any choice of law rules), including its statutes of limitations. The Parties hereby (a) agree that any Suit must be instituted in a State or Federal Court in St. Louis, Missouri, (b) waive any objection which they may have now or hereafter to the laying of the venue of any Suit, (c) irrevocably submit to the jurisdiction of any such court in any Suit, and (d) agree that any and all process directed to either of them in any Suit may be served upon it outside of the State of Missouri with the same force and effect as if service had been made within the State of Missouri. Regardless of the provisions of this Section, Company may seek injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of Section 4.1 or 6.3, without posting bond or proving monetary damages.
    • Notification. 9Line may provide You with notice via email, regular mail, or postings on the 9Line911.com website or any other website used as part of the Services. Notices to 9Line should be sent to 9Line Software LLC 720 Olive St. Ste. 2710, St. Louis, MO 63101.
    • Force Majeure. Except for payment obligations, neither Party will be responsible for failure of performance due to a Force Majeure Event.
    • Waiver. No waiver by any Party of any of the provisions of these Terms and Conditions shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms and Conditions shall operate or be construed as a waiver thereof.
    • Severability. If any term of these Terms and Conditions is not enforceable, then such provision shall be modified and enforced to the maximum extent permissible under applicable law, and the other terms of these Terms and Conditions will not be affected.
    • Complete Agreement. These Terms and Conditions are the complete agreement between the Parties concerning any Services and supersedes all prior or contemporaneous communications, understandings, proposals, invoices, or agreements (whether written or oral) regarding this subject matter. In the event of any conflict, the order of precedence is: (i) these Terms and Conditions, (ii) Order Form, and (iii) any applicable Documentation or policies referenced in these Terms and Conditions.
    • Relationship. The relationship between the Parties is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties.
    • Remedies Cumulative. Except as expressly set forth herein, the rights and remedies under these Terms and Conditions are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
    • Interpretation. The words “include,” and “including” are deemed to be followed by the words “without limitation”. The headings in these Terms and Conditions are for reference only and do not affect the interpretation of these Terms and Conditions. The Parties intend these Terms and Conditions to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.
      
      
11. DEFINITIONS.
• “Authorized User” means the individuals authorized by You to access or use the Services including employees, agents, and visitors that use your telephone system.
• “Approved Source” means 9Line or a 9Line distributor.
• “Cloud Service” means the Company hosted software-as-a-service offering described in and governed by these Terms and Conditions.
• “Confidential Information” means non-public confidential or proprietary information of the disclosing Party that is clearly marked confidential or should be reasonably assumed as confidential given the nature of the information and the circumstances of disclosure.
• “Customer” or “You” means the individual or legal entity purchasing the Services.
• “Customer Data” means all information and data that You or anyone acting on Your behalf provides or transfers to Company in connection with Your use of the Services.
• “Delivery Date” means the date agreed in Your Entitlement, or where no date is agreed, the date on which the Services are made available for Your use.
• “Documentation” means the Company user or technical manuals, training materials, specifications, privacy data sheets, or other information applicable to the Services.
• “Force Majeure Event” means an event beyond the affected Party’s reasonable control, including accidents, severe weather events, natural disasters, service failures of Company or its third-party suppliers, acts of God, actions of any government agency, epidemic, pandemic, acts of terrorism, or the stability or availability of the telephony or Internet network or a portion thereof.
• “Order Form” means an Approved Source order form or other materials that set forth the specific metrics, duration, and quantity of Services that You commit to acquire from an Approved Source.
• “Personal Data” has the same meaning given to Personal Information in Company’s Privacy Policy.
• “Software” means Company software that is listed on an Order Form and installed in Your or Company’s datacenter or installed on your enterprise computers and is used to track the location of IP phones and provide 911 call notifications.
• “Statistical Data” means any information/data that Company derives from Customer Data and/or information generated by instrumentation and logging systems created through the use and operation of Company products and services, provided that such information/data is aggregated and/or de-identified such that it cannot reasonably be used to identify an individual or entity.