Subscription Services Usage Terms

SUBSCRIPTION SERVICES

Terms. Ribbon Communications (“Ribbon”) will use commercially reasonable efforts to provide Customer Subscriptions Services as described under the applicable Ribbon Subscription Service Description (the “Subscription Service” or “Service”). The Subscription Services shall be subject to the Subscription Services Usage Terms as defined hereunder (the “Terms”).
Access Right. The access right provided to the Subscription Service is non-exclusive, non-transferable (and, if applicable, is limited within the Territory) for the duration of the Service Term. Customer is granted the right to authorize access to the Services to Subscribers as set forth in Section 1.4 (Subscriber Rights). Ribbon reserves all rights not expressly granted hereunder. Ribbon may create and maintain administrative, support, system, and maintenance accounts within the Service(s), all with data access for Ribbon and its assigned agents and/or other service providers, in order to deliver the Service.
Access and License Restrictions. To the extent that the Service utilizes application programming interfaces or similar software tools (individually, “API” and collectively, “APIs”) to generate output or results with respect to the Service, Ribbon grants Customer a limited, non-exclusive and non-transferable license (“License”) solely for Customer to use the APIs made available to Customer through the use of the Service, subject to the obligations and restrictions hereunder. Customer shall not, and shall not permit any third party to: (a) except as expressly set forth in the Terms, use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, deliver or otherwise transfer the APIs; (b) reverse engineer, dissemble, decompile, or otherwise attempt to discover any source code or underlying ideas or algorithms of the APIs or any portion thereof; (c) use the APIs in violation of any applicable law; (d) use the APIs in any way that threatens the integrity, performance or reliability of the APIs or that interferes with or disrupts the APIs or the servers or networks providing the APIs; (e) remove, obscure, or alter any copyright, trademark or other proprietary notice from the API or any portion thereof. Except as expressly permitted under the Subscription Service and any addendum thereto, Customer will not (i) grant access or use, sell, transfer, assign, distribute, rent, lease, time share or otherwise commercially exploit the Service or Ribbon Technology to any third party; (ii) modify or create derivative works based on the Service or Ribbon Technology; (iii) create Internet “links” to the Service or “frame” or “mirror” any content provided in connection therewith; (iv) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service or the Ribbon Technology in whole or in part, except as and only to the extent this restriction is prohibited by law; (v) copy any features, functions or graphics of the Service or Ribbon Technology; (vi) directly or indirectly create or attempt to create a localized version of the Software, Service, Ribbon Technology or any features, functions or graphics thereof; or (vii) remove or obscure any proprietary or other notice contained in the Service or Ribbon Technology. User accounts and subscriptions cannot be shared or used by more than one individual.
Subscriber Rights. Customer, subject to the terms and conditions under these Terms, may grant to each Subscriber a limited, non-exclusive, nontransferable, revocable right to use the Services for such Subscriber’s internal business purposes, provided that such Subscribers have agreed to be bound contractually to terms and conditions consistent with those set forth in these Terms and any applicable Service Description.
Downstream Service Providers. Customer, subject to these Terms, and if expressly permitted and authorized in the Order or the applicable Service Description: (a) may grant to Downstream Service Providers a right to grant to Subscribers within the Territory a limited, non-exclusive, nontransferable, revocable right to use the Services for such Subscribers’ internal business purposes, provided that such Downstream Service Providers have agreed to be bound contractually by and comply with the terms of these Terms and the applicable Subscription Service Description and to pass down such appropriate terms to Subscribers, and (b) may grant to Downstream Service Providers the right to grant to other Downstream Service Providers the right to provide the Services within the Territory to further Downstream Service Providers, provided that, in each case, the Subscriber of such Service(s) is granted a limited, non-exclusive, nontransferable, revocable right to use the Subscription Service(s) for such Subscriber’s internal business purposes, and, further provided, that each such Downstream Service Provider has agreed to be bound contractually by and comply with the terms of these Terms and the applicable Subscription Service Description and to pass down such appropriate terms to Subscribers. Customer shall be fully responsible for the acts, errors or omissions of Subscribers Downstream Service Providers, if any, and may not grant to such parties or to Subscribers rights or warranties beyond those granted herein.
Customer’s Responsibilities and Use Limitations. Customer shall ensure that it, its Downstream Service Providers, and Subscribers and all third parties with whom Customer engages in business in relation to the provision of Services, if any, will use the Service only in compliance with (i) the terms and conditions set forth in these Terms; (ii) Ribbon’s Acceptable Use Policy found at https://ribboncommunications.com/company/company-policies/terms/cloud-services-acceptable-use-policy and (iii) all applicable local, state, federal, and foreign laws and regulations.
Emergency Services. Unless expressly provided otherwise under an applicable Service Description, the Service is not intended to support or facilitate calls to emergency services such as public safety answering points, medical care units, hospitals, fire departments, or law enforcement agencies (“Emergency Services”) and is not a replacement for an ordinary mobile or fixed line telephone. Customer and Subscribers must have access to a fixed line telephone or mobile phone service to dial Emergency Services. It is Customer’s sole responsibility to inform Subscribers that Emergency Services are not in the scope of the Services provided hereunder and that it is the Subscribers’ obligation to use standard mobile or fixed line services to access Emergency Services.
Compliance with Law. It is Customer’s responsibility to ensure that Customer and each Downstream Service Provider and Subscriber has the right to use the Service in compliance with the laws of the Territory. Should any governmental authority require that Customer and/or any Downstream Service Provider be registered as a telecommunications provider or otherwise obtain or possess any license, permit, credentials, authority or governmental approval or should any governmental authority determine that the Services, as delivered by the Customer and/or any Downstream Service Provider, are telecommunications services requiring licenses, permits, credentials, authority or other governmental approval, it shall be the responsibility of such Customer and/or Downstream Service Provider to do so. For the avoidance of doubt, Customer is Ribbon’s customer-of-record, and Subscribers and Downstream Service Providers are deemed to not be customers of Ribbon.
Service Administration. Customer and each Downstream Service Provider shall be responsible for: (i) communicating with and invoicing its Subscribers and (ii) providing all Customer support obligations as set forth in the applicable Service Description to its Subscribers. Customer will be responsible and liable for any and all access to and use of the Service by any person logging in under a user ID registered under Customer’s account or providing and/or receiving Customer Data or other information through the Service. Customer acknowledges that Customer’s access to information, including user IDs and passwords, will be Customer’s “key” to the Service and, accordingly, Customer will be responsible for maintaining the confidentiality and security of such access information (including each user ID and password). Customer will: (i) notify Ribbon immediately of any unauthorized use of any password or account or any other known breach of security; (ii) immediately terminate access to the Service for any person or entity who Customer knows has committed a security breach; (iii) distribute any and all documents and media connections associated with the Services to Subscribers with all proprietary notices intact as provided by Ribbon; (iv) take all steps reasonably requested by Ribbon to inform Subscribers of any applicable restrictions and limitations regarding the use of the Services; (v) report to Ribbon immediately and use reasonable efforts to stop immediately any copying or distribution of Ribbon Technology that is known or suspected by Downstream Service Providers or Subscribers; and (vi) not impersonate another Ribbon authorized user or provide false identity information to gain access to or use the Service; and (vii) use only the Software and/or Services, including any features, available within the scope of the Subscription that Customer purchases for and on behalf of Subscribers. In the event of a security threat (“Threat”), Ribbon may, if necessary, limit or suspend immediately any Services without liability if reasonably necessary to prevent any harm to Ribbon or to Customer. Ribbon will provide notice of such limitation or suspension as soon as practicable depending on the nature of the Threat giving rise to the suspension. Customer shall follow all instructions provided by Ribbon for the purpose of mitigating the effects of such Threat. Such instructions may include requirements to notify Subscribers of the extent of such Threat.
Customer Data. Customer grants Ribbon and its subcontractors a non-exclusive, worldwide, royalty-free, paid-up, revocable, non-transferable (except as provided under an authorized assignment), limited right and license to host, cache, copy, process, store, display and retrieve information associated with the Customer Data for the purpose of and in conjunction with Customer’s use of the Service. Customer warrants that Customer and each Subscriber and Downstream Service Provider is authorized to transfer Customer Data to Ribbon and to process the Customer Data as contemplated by the Services and in compliance with applicable laws in any location in which Ribbon or its Affiliates operate. Ribbon is a data processor (or sub-processor) acting on Customer’s behalf and Customer appoints and authorizes Ribbon and its Affiliates (and their successors and assigns, contractors and business partners) to transfer to, store and process Customer Data in any country where Ribbon uses facilities in connection with the Service in order to provide the Service to Customer. Customer acknowledges and agrees that Ribbon may, in performing its obligations pursuant to these Terms, be dependent upon or use Customer Data, material and other information furnished by Customer without any independent investigation or verification thereof, and that Ribbon shall be entitled to rely upon the accuracy and completeness of such information. Except as expressly provided under these Terms, Customer acknowledges and agrees that Ribbon is not responsible in any manner for Customer Data, including any loss, damage or liability arising from the loss of Customer Data, and Customer assumes all risk related to the transmission of Customer Data to the Service. In addition to its other rights and remedies, Ribbon may remove Customer Data from the Service at any time if Ribbon in its sole discretion determines that Customer has violated these Terms.
Back Ups. Ribbon maintains the necessary data as needed by Ribbon in accordance with the applicable Service Description in order for Ribbon to provide the functionality of the Service including service emergency recovery purposes. Ribbon will not have any obligation to provide Customer or Subscriber with any backup of Customer Data, if any, nor will Ribbon be responsible for storing or maintaining data except as otherwise expressly stated in the applicable Service Description.
Intellectual Property Rights. Except as expressly set forth in Section 1.6 (Customer’s Responsibilities and Use Limitations) above, as between Ribbon and Customer, Customer owns all Customer Data. Ribbon and/or its licensors own and will continue to own all right, title and interest, including all related Intellectual Property Rights, in and to the Service, the Ribbon Technology, the Documentation, Confidential Information and any related suggestions, inventions, concepts, designs, ideas, enhancement requests, and feedback associated therewith. Customer acknowledges that the Ribbon name, the Ribbon logo, and the product names associated with the Service are trademarks of Ribbon or third parties, and no license to such marks is granted herein. Customer acknowledges and agrees that access to the Service by Customer is subscription-based, not sold, and Customer acquires no ownership or other interest (other than the license rights expressly stated herein) in or to the Service. Nothing in these Terms shall grant to Customer or its Subscribers any rights or license to use any Intellectual Property Rights and/or Confidential Information of Ribbon, except as expressly set forth in these Terms. Customer acknowledges and agrees that the APIs are proprietary to Ribbon and/or its licensors, and that the Terms confer no ownership rights to Customer and is not a sale of any rights in the APIs, the associated documentation, or the media on which either is recorded or printed. Ownership of all right, title, and interest in or to (i) the APIs and any copies, updates or upgrades thereof; (ii) the documentation and any copies thereof; (iii) any ideas, suggestions, or feedback relating to the APIs; and (iv) all intellectual property rights embodied within the foregoing (i)-(iii) are and shall remain the exclusive property of Ribbon and/or its licensors.
Feedback. Notwithstanding anything to the contrary contained herein, Customer hereby grants to Ribbon a perpetual, non-exclusive, royalty-free license to use or incorporate into the Services any suggestions, inventions, concepts, designs, ideas, enhancement requests, feedback, recommendations provided to Ribbon by Customer or Subscribers relating solely to the Services and excluding Customer Data and Customer’s Confidential Information.
Equipment. Customer is responsible for obtaining and maintaining any equipment and ancillary services such as establishing, maintaining and supporting all connectivity and access to Ribbon’s servers, systems and network (including the payment of any additional fees therefore) needed to connect to, access or otherwise use the Service (and, to the extent applicable, the Ribbon Technology), including, without limitation, video-enabled devices, video communication services, modems, hardware, servers, software, operating systems, networking, web servers, internet and telephone service (collectively, “Equipment”). Customer shall comply with any and all instructions and requirements provided by Ribbon with respect to procedures and requirements for such access. Customer shall ensure that it and all third parties with whom Customer engages in business in relation to the provision of Services including, but not limited to Downstream Service Provider, comply with all applicable obligations for registration, as applicable with federal, state and local agencies with jurisdiction to regulate telecommunications services and related activities and for complying with all such regulatory requirements and laws.
Third Party Applications. If Customer installs or enables any third party applications for use in connection with the Services, Customer acknowledges and agrees that Ribbon may allow the applicable third party to access the Customer Data as required for the interoperation of such third party applications with the Services. Ribbon will not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access.

ORDERING AND PAYMENT

Orders. All Orders are subject to Ribbon acceptance. Customer agrees to submit a Purchase Order for Services or other document that Customer agrees to pay Subscription Service fees without issuing a Purchase Order based on the invoicing only for a Subscription Service. Customer’s submittal of an Order to Ribbon for a Service or use of the Service shall deemed to be Customer’s full and complete acceptance of the applicable Service Description and these Terms.
Pricing. Pricing for Services are as quoted by Ribbon.
Service Fees. Service fees are calculated in accordance with the applicable Service Description or SOW.
Invoicing. Ribbon shall invoice Customer for the applicable Service Fees for Subscription Services and Professional Services as ordered by a Customer in accordance with the applicable Service Description or SOW.
Payment. Customer agrees to pay Ribbon the for the applicable Subscription Services and Professional Services as ordered by Customer in accordance with the applicable Service Description, SOW, or as otherwise mutually agreed in writing.
Taxes. All service fees, charges and other amounts payable by Customer for Services are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, value-added and excise taxes and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Ribbon’s net income.
Currency. All pricing, Orders, invoicing and payment shall be in United States dollars (USD), except where expressly agreed otherwise in writing under the applicable Quotation.
Effect of Nonpayment and Failure to Issue a Purchase Order. Ribbon may: (i) with fourteen (14) days prior written notice, suspend or delay access to the Services; or (ii) with thirty (30) days prior written notice, terminate, or cancel any Orders relating to access to the Services if Customer (a) fails to make any payment when due in accordance with these Terms; or (b) fails to issue a valid purchase order within 10 days of having been requested in writing to do so on where there is no valid purchase order in place in respect of the ongoing fees being accrued by the Customer. Ribbon reserves the right to impose a reconnection fee if Customer’s account is suspended for nonpayment and Customer requests Service reactivation.

TERM AND TERMINATION

Term. These Terms shall commence on the Effective Date and continue for so long as there is an Order in effect between the parties.
Termination. Either party may terminate an Order if the other party breaches any material term or conditions of the applicable Service Description and these Terms, and fails to cure such breach within thirty (30) days following receipt of written notice of breach from the non-breaching party.
Termination Fee. Except as otherwise provided under a Service Description, Customer may terminate an Order for convenience at any time during the Service Term subject to: (i) at least thirty (30) days advance written notice to Ribbon and (ii) payment of a termination fee (“Termination Fee”). Such termination shall be effective on the last day of a month following receipt of a valid termination notice (or such date as otherwise mutually agreed in writing). Customer agrees to pay the applicable Termination Fee calculated as follows: number of remaining months in the Service Term times the Minimum Monthly Commit, plus any Actual Usage True Up Fees that have not yet been invoiced. Ribbon shall be entitled to invoice Customer for the Termination Fee upon the notice of termination.
Effects of Termination. Customer agrees to pay the undisputed balance due on Customer’s account for Service provided to the effective date of Termination. Any amounts due that are subject to a good faith dispute shall be addressed by the parties. Ribbon’s obligation to provide the Service and Ribbon Technology, and Customer’s and/or Subscriber’s right to access or use the foregoing, will terminate. Each party will promptly return to the other party all Confidential Information of the other party in its possession or control, or provide the other party with a written certification, of the destruction of such Confidential Information. This requirement shall not apply to backup files of data that may be under Ribbon’s control (as applicable) or Customer’s control.

GENERAL

Audit Rights. Upon not less than thirty (30) days’ notice to Customer and not more than twice each year, Ribbon shall have the right to inspect Customer’s books and records to the extent necessary to verify compliance with the obligations set forth in applicable Service Description and to audit actual usage of the Service(s) by Customer and its Subscribers. Ribbon retains the right to audit the use of the Service by Customer and its Subscribers to the extent necessary to verify compliance with the obligations set forth in applicable Service Description.
Reporting. Ribbon reserves the right to remotely connect to any infrastructure provided as part of a service offering to facilitate automated monitoring of a services Unit of Use usage. Customer agrees to provide the necessary connectivity and data to facilitate such remote connection. Monitoring is exclusively for the purposes of determining service usage and calculating the relevant service fees for invoicing. If automated monitoring is not available for a specified Service, Customer agrees to provide to Ribbon monthly reporting on Service usage (Units of Use) as defined within the relevant Service Description during such month for joint review and verification. Customer acknowledges that such information as provided to Ribbon pursuant to this clause can be shared with Distributors / Partners to facilitate the creation of invoices by Distributors / Partners as applicable in relation to the Services.
Warranties and Disclaimer. Ribbon warrants the Service will substantially perform in accordance with the applicable Service Description. Ribbon's responsibility under these warranties with regard to the Service shall be, after receiving written notice from Customer of a defect, to promptly correct such non-conformity or defect. If, in spite of Ribbon using commercially reasonable efforts, it proves impossible to correct the defect or non-conformity in the Service, Customer may, as its sole and exclusive remedy, cancel an Order or terminate these Terms without further obligation by either party. All warranties will be available during the Term (in accordance with the terms set forth herein) and will not survive the expiration or termination of these Terms or an Order.

WARRANTY DISCLAIMER. RIBBON, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON‑INFRINGEMENT. RIBBON’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, PERSONAL COMPUTERS, AND ELECTRONIC COMMUNICATIONS. RIBBON IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. CUSTOMER ACKNOWLEDGES THAT (A) THE OPERATION OF THE SERVICE WILL NOT BE UNINTERRUPTED OR ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (B) THE SERVICE MAY BE VULNERABLE TO FRAUD OR UNAUTHORIZED USE; AND (C) UNLESS EXPRESSLY PROVIDED FOR IN THE SERVICE DESCRIPTION, THE SERVICE IS NOT INTENDED TO SUPPORT EMERGENCY SERVICES. RIBBON IS NOT RESPONSIBLE FOR LOSS OF INFORMATION, DELAYS IN RECEIVING OR TRANSMITTING INFORMATION, OR ERRORS IN INFORMATION COMMUNICATION, WHETHER OR NOT CAUSED BY THE SERVICE. THE SERVICES MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR SCHEDULED MAINTENANCE OR FOR UNSCHEDULED EMERGENCY MAINTENANCE BY RIBBON OR THIRD PARTIES, OR BECAUSE OF OTHER CAUSES BEYOND RIBBON’S REASONABLE CONTROL. RIBBON WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE CUSTOMER WITH ADVANCE NOTICE OF ANY SCHEDULED MAINTENANCE WHICH WOULD AFFECT CUSTOMER’S USE OF THE SERVICE. CUSTOMER SHALL RENDER SUCH ASSISTANCE TO RIBBON AND COORDINATE WITH DOWNSTREAM SERVICE PROVIDERS AND SUBSCRIBERS AS REQUESTED BY RIBBON IN SUPPORT OF MAINTENANCE ACTIVITIES. RIBBON RESERVES THE RIGHT FROM TIME TO TIME, IN ITS SOLE DISCRETION AND WITHOUT LIABILITY TO CUSTOMER, TO: (I) CHANGE, UPDATE OR TERMINATE THE VERSION OR TYPE OF RIBBON TECHNOLOGY AND/OR APPLICATIONS PROVIDED VIA THE SERVICE; OR (II) CEASE PROVIDING THE SERVICES UPON THIRTY (30) DAYS’ NOTICE.

Customer Indemnification. Customer will indemnify and hold Ribbon, its employees, officers, directors and representatives and licensors harmless from and against any and all third party claims, costs, damages, losses, liabilities, judgments, penalties, fines and expenses (including attorneys’ fees and costs) arising out of, in connection with or relating to: (i) illegal, malicious or negligent collection and use of Customer Data by Customer or delivery of such Customer Data to Ribbon; (ii) any other materials or information provided by or on behalf of Customer or any Subscriber or Downstream Service Provider to Ribbon, including Ribbon’s compliance with any specifications or directions provided by or on behalf of Customer or any Subscriber or Downstream Service Provider, (iii) unless expressly provided for in the Service Description as forming part of the Services any claim arising out of Customer or its Subscribers’ inability to use the Service to contact Emergency Services; (iv) a claim arising out of or relating to Customer’s use of any third party applications, products or services as described in Section 1.15 (Third Party Applications); (v) a claim, which if true, would constitute a violation by Customer of Section 1.6 (Customer’s Responsibility and Use Limitations), (vi) any claim arising out of the warranty disclaimers set forth in Section 4.3 (Warranties and Disclaimer) above; (vii) a claim arising from the breach by Customer, Subscribers or Downstream Service Providers of these Terms or actions of Downstream Service Providers or Subscribers which, if conducted by Customer, would equate to a breach of these Terms, (including any claim based on or related to any actions Ribbon may take with respect to limiting or closing any of such parties’ accounts due to such breach), or (viii) any gross negligence, fraud, willful misconduct or other fault by or on behalf of Customer or any Subscriber or Downstream Service Provider.
Confidentiality. Neither party may disclose, nor permit to be disclosed, Confidential Information of the other party to any third party without the first party’s prior written consent, except that either party may disclose Confidential Information solely to its employees and/or subcontractors who have a need to know and who are bound in writing to keep such information confidential pursuant to confidentiality agreements consistent with this Agreement. Each party agrees to exercise due care in protecting Confidential Information from unauthorized use and disclosure, and in any case will protect the Confidential Information to the same extent used to protect its own confidential information, but in no event less than reasonable care.
Personal Data and Privacy. Ribbon’s Privacy Policy can be found at https://ribboncommunications.com/company/company-policies/privacy-policy. By accepting these terms, Customer acknowledges that it has read and accepted these terms and policies.
Export and Trade Compliance. Each party will: (i) conduct business in a manner that reflects favorably at all times on the Services, Ribbon Technology and the good name, good will and reputation of each party; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to each party, the Ribbon Technology, Services or the public; (iii) not enter into any contract or engage in any practice detrimental to the interests of Ribbon; and (iv) not directly or indirectly, offer, promise, grant, give, request, agree to receive or accept, anything of value to or from anyone—including representatives of non-government owned commercial enterprises and government officials — in order to gain an improper, illegal or unethical advantage (such as the acquisition or retention of business or other business advantage) or to encourage a government official to perform an official function or to obtain an improper advantage in violation of the United States Foreign Corrupt Practices Act (“FCPA”) (Pub. L. No. 95-213, 94 Stat. 1494, and any amendments thereto) or the UK Bribery Act of 2010.
Trademarks And Branding. Unless directed by Ribbon in writing, neither Customer nor any Subscriber shall use Ribbon’s trademarks, service marks, logos, brands or references to same in its marketing, sales, distribution and representations to third parties. Customer shall use its own non-conflicting trademarks, logos, brands and other representations (“Marks”) in relation to its delivery of Services. Customer and Subscriber shall cease use of such Marks immediately if Ribbon notifies Customer of Ribbon’s objection to the use of such Marks for the foregoing reasons.
Notice. Service Notices. Ribbon may, from time to time, provide Customer notices concerning its use of the Service. Such notices include but are not limited to planned downtime, unplanned downtime or account notifications. Customer acknowledges that such notices may be the sole and exclusive notice Customer receives from Ribbon regarding the Service and that Ribbon shall have no liability to Customer for Customer’s failure to acknowledge and/or implement. Contract Notices Contract Notices to either party will be sent to a party’s company address by first-class mail or prepaid post, and will be deemed given seventy-two (72) hours after mailing. Customer’s notices will be addressed to: General Counsel, Ribbon Communications, 4 Technology Park Drive, Westford, Massachusetts 01886, USA.
Assignment. Customer may not assign an Order or its rights or obligations hereunder without first obtaining the written consent of Ribbon.
Force Majeure. Except for payments due under this Agreement, neither party will be responsible for any failure or delay in its performance due to causes beyond its reasonable control, including, but not limited to, acts of God, war, riot, terrorism, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or pandemics, provided that such party gives prompt written notice thereof to the other party and uses its diligent efforts to resume performance.
Order of Precedence. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. As used in these Terms, the word “including” means “including but not limited to.” In the event of a conflict between the terms and conditions of these Terms and the applicable Service Description; the Agreement, the Service Description shall control and take precedenc e.

DEFINITIONS USED IN THESE TERMS AND/OR THE APPLICABLE SERVICE DESCRIPTION

Affiliate. Means any person or legal entity that controls, is controlled by, or is under common control with, where the term “control” means ownership of fifty percent (50%) or more of the outstanding voting shares, or the ability to otherwise control the direction and management of such entity.
Actual Commit. Means a specified level of Unit of Use usage commitment greater than the Minimum Monthly Commit as agreed between the parties and recorded in an Order.
Actual Usage. Means the actual Unit of Use usage within a Usage Calculation Period.
Agreed Interval Service Fees. Means the recurring fees payable by the Customer as more particularly specified in the Service Description.
Actual Usage True-Up Fee Means a monetary amount payable by the Customer and calculated as more particularly specified in the Service Description.
Base Rate. Means a rate applied to a Unit of Use without any usage pricing discounts, as specified within the Service Rate Plan.
Burst Level. Means a percentage of usage above the Commit Level where such usage has the same Commit Rate applied, as specified in the Service Description, where applicable.
Commit Fee. Means a monetary amount, calculated at the beginning of that month based on either (i) the Minimum Monthly Commit multiplied by the applicable Commit Rate or (ii) the Actual Commit multiplied by the applicable Commit Rate.
Commit Level. Means a specified banding range of number of Units of Use of a Service to provide varied pricing, as specified within the Service Description, where applicable.
Commit Rate. Means a fee for a Unit of Use within a particular Commit Level, as specified within the Service Rate Plan.
Confidential Information. Means these Terms, Customer Data, Personal Data, the Ribbon Technology, Software, the Service(s), Documentation, Ribbon pricing information, and any other information disclosed by one party to the other party in connection with these Terms that the receiving party, acting reasonably, would consider as confidential, including any information of which unauthorized disclosure could be detrimental to the interests of the disclosing party, whether or not such information is identified as Confidential Information.
Customer. Means the company directly submitting an Order to Ribbon for the purchase of Services.
Downstream Service Provider. Means a third party who is authorized by Customer or by another Downstream Service Provider, including enterprises, to resell access to a Ribbon Service as specified in these Terms.
Effective Date. Means a date when an Order is accepted by Ribbon.
Initial Service Term. Means a service term for an initial Order of a Service.
Initial Service Term Period. Means a subscription period for the Initial Service Term as purchased for a Service.
Lowest Commit Level. Means the first and lowest Commit Level specified within a Service Rate Plan, below which the Base Rate would apply.
Lowest Usage Level. Means the first and lowest Usage Level specified within a Service Rate Plan, below which the Base Rate would apply.
Minimum Commit / Minimum Monthly Commit / Minimum Annual Commit. Means the lowest Unit of Use usage within the Lowest Commit Level.
Order. Means a purchase order document or other document submitted by the Customer and received by and accepted or executed, as applicable, by Ribbon, to order a subscription to a Service.
Overage Rate. Means a monetary rate assigned to a specific Usage Level that is in excess of the Actual Commit.
Professional Services. Means incremental professional services performed by Ribbon in support of a Service as may be mutually agreed between the parties under a Quotation or Statement of Work (“SOW”).
Quotation. Means a price quote to include applicable Service Rate Plans, other relevant fees and Customer specific terms for Services which are included and made a part of these Terms.
Ramp Period means, where applicable, the number of months as agreed between the parties and specified in a Quotation, during which the Minimum Monthly Commit as set forth in a service offering will not apply in order to provide Customer with the ability to establish and build its offering using the Service.
Renewal Service Term. Means a Service Term for a subsequent renewal Order of a Service.
Renewal Service Term Period. Means the subscription period for any Renewal Service Term as purchased for a Service.
Ribbon Technology. Means all tangible and intangible intellectual property owned by Ribbon (or its Licensors).
Service(s). Means a service platform, access to a specified website or portal, any services and/or any ancillary products or services provided by Ribbon as defined under a Service Description. Any references in these Terms to the “purchase” of a Service shall mean only the obtaining of a subscription to use a Service, and all references to “sale” or “selling” of a Service shall mean only the obtaining of a subscription to use the Services.
Service Description. Means a document which set out a description of a Service available in the Ribbon portfolio of services. The Service Descriptions are incorporated by reference into these Terms and are provided at time of Quotation.
Service Rate Plan. Means the table defining one or more of the following as set out in a Quotation as applicable to the particular Service: Base Rate; Usage Level; Usage Rate; Commit Level; Commit Rate; Burst Level; True-Up Rate; and Service SKUs.
Service Term. Means a subscription service period as ordered by the Customer for a Service. A Service Term may be a “Standard Service Term” which is the minimum service period which may be ordered for a specified Subscription Service offering (e.g. month to month, 12 months,) or an “Extended Service Term” which is an extended multi-year service period which may be ordered for a specified subscription service offering for which additional discounts may be applied (e.g. 3 year multi-year term).
Service Term Start Date. Means a start date of the Service Term as described under the applicable Service Description.
Subscriber. Means an entity or individual using a Subscription.
Subscription. Means an access right to a Services, including all of the features for that Service subject to payment of the applicable fees as set out in the applicable Service Description.
Software. Means a computer programs in object code.
Termination Fee. Means a monetary amount calculated from the number of remaining months in the Service Term times the Minimum Monthly Commit plus any Actual Usage True Up Fees that have not yet been invoiced.
Territory. Means the countries, sovereign jurisdictions or regions for which Customer is authorized to and then capable of provisioning of the Services as mutually agreed in the Order, if applicable.
Tiered Services. Means a Service where different ranges of functionality are available within a service offering with associated rates as set out in the applicable Service Rate Plan
Total Initial Fee. Means the total initial, non-recurring fees as set forth in the Quotation, if any.
True-Up Rate. Means a rate derived from the different pricing applied to the levels of functionality within a Tiered Services model, as specified within the Service Rate Plan.
Unit of Use. Means a specified metric by which a particular Service is measured for billing purposes.
Usage Calculation Period. Means a period of time within which the usage of the Unit of Use is calculated, as specified in the Service Description.
Usage Level. Means a specified banding range of number of Units of Use usage to provide varied pricing for each particular band, as specified within the Service Description, where applicable.
Usage Rate. Means a monetary rate assigned to a specific Usage Level.