These terms for the Ribbon Emergency Services are expressly incorporated into the agreement pertaining to the voice services described herein entered into by Customer and one of the operating entities that is a subsidiary of Ribbon Communications Inc. (“Ribbon Communications”) including any relevant amendments or addendums (the “Agreement”). All capitalized terms used herein are as defined in the Agreement unless otherwise specified herein.
1. Service Description.
1.1 Ribbon Communications, through its service delivery affiliate for the applicable jurisdiction, will establish and provide Ribbon Emergency Services in accordance with this Service Specific Description, which may be supplemented or revised from time-to-time upon thirty (30) days’ prior written notice from Ribbon Communications to Customer. Customer agrees to be solely responsible, and to indemnify Ribbon Communications, for ensuring the compliance of Customer’s users with each requirement of the Ribbon Emergency Services outlined herein.
1.2 The Ribbon Emergency Services is available only for the countries which Ribbon Communications expressly certifies the availability of Emergency Services, obtains from the Customer the end user’s Emergency Services address, and has provided Emergency Services Rates to Customer as outlined in the applicable exhibit to the Agreement with the Customer, or on any subsequent Rate Notification.
1.3 Ribbon Communications will provide Ribbon Emergency Services conditioned upon Customer (i) completing the Set-Up Acknowledgment, Service Limitations Acknowledgment and the Service Certification Form; (ii) providing the respective location data for accurate routing of emergency calls to the most geographically appropriate PSAP by means of the existing emergency calling infrastructure; (iii) delivering the call back number and valid address to the PSAP during an emergency call using existing emergency calling infrastructure; and (iv) procuring and placing the stickers on each enabled device, if required. Services will provide Customer the ability to load endpoint location data into the systems connected to the existing emergency calling infrastructure.
1.4 Customer expressly releases, and will obtain from Customer’s users waivers releasing, Ribbon Communications from any claims or liability arising from the provision of the Ribbon Emergency Services, except with regard to the obligation to ensure that the interconnection trunking arrangements are compatible with the emergency calling infrastructure. Customer bears sole responsibility for providing emergency services to Customer’s users and for any costs associated with providing these services, including but not limited to the payment of any governmental fees or assessments related to emergency services. Customer agrees to indemnify and hold Ribbon Communications and all of its affiliates, subsidiaries, employees, shareholders, agents, vendors, and representatives harmless from any and all claims, damages, suits, costs, charges, or fees (including attorney’s fees and court costs) arising from or related to any claims or liability associated with the provision of Ribbon Emergency Services, or Customer’s provision of emergency services to Customer’s users.
1.5 Customer understands that some jurisdictions may require Customer to obtain affirmative acknowledgement from all of Customer’s users concerning the differences between the Ribbon Emergency Services available from Ribbon Communications, as compared to traditional providers of telecommunications services as well as other disclosures. Customer acknowledges and agrees that, when necessary, it is solely responsible for (i) the execution and maintenance of the relevant affirmative acknowledgements for each endpoint location served by the Ribbon Emergency Services; (ii) the provision and affixing of labels to all devices at the endpoint location supported by the Ribbon Emergency Services if required; and (iii) the compliance with all legal obligations associated with the provision of emergency services to its users. Customer indemnifies Ribbon Communications from any liability associated with Customer’s failure to comply with any of these obligations in Section 1.
2.1 Ribbon Communications sets forth the Rates for Ribbon Emergency Services in the applicable exhibit to the Agreement with the Customer.
2.2 ECC Charges in US and Canada. If a call is made from a non-provisioned or improperly provisioned telephone number in US and Canada, the call will not be automatically routed to the correct PSAP. Instead, that call will be handled by the backbone provider 24/7 Emergency Call Center (“ECC”). Customer acknowledges that for emergency call routing involving the ECC, Ribbon Communications has no ability to assist the caller in the event that (i) the caller cannot speak or identify their address; (ii) the data connectivity between the address database and the ECC is interrupted; or (iii) the Customer cannot provide the endpoint location information. Customer agrees to indemnify and hold harmless Ribbon Communications from all third party claims arising from such circumstances. In the event of a call being routed to the ECC under such circumstances, Customer must also pay a per-call ECC charge of USD$75. Customer acknowledges responsibility for all ECC charges even if erroneous calls are placed by unknown persons accidentally or purposefully. Customers placing five or more calls per month to the ECC are subject to an additional USD$500 fee. The Parties acknowledge that this additional fee represents a good faith estimate of the additional cost, which will be incurred by Ribbon Communications and is not a penalty. Ribbon Communications may terminate this Attachment and Service, if Customer fails to correct non-provisioned or improperly provisioned telephone numbers and addresses, resulting in the imposition of repeated monthly additional fees.
Customer agrees to execute the required forms on the portal for each endpoint location served by the Service, which will enable Ribbon Communications to work with telecommunications carriers on Customer’s behalf for the purpose of establishing any required interconnections between Ribbon Communications, Customer and the telecommunications carrier in order to provide Services. The Parties understand and acknowledge that should Customer fail to provide the required forms, Ribbon Communications may not be able to provide the Services, in whole or in part. For each telephone number, for which Customer desires Ribbon Emergency Services, Customer must provide Ribbon Communications with the telephone number and a correct and valid emergency response address for that telephone number. Customer must update this information whenever necessary to reflect changes. Customer will provide the origination telephone number, also known as the Automatic number identification (“ANI”) with every subscriber call presented to Ribbon Communications for processing. Ribbon Communications will have no obligation to provide Services with respect to any call that does not include ANI and will not be liable for any claims arising from any efforts undertaken by Ribbon Communications to provide the Service under such circumstances. Additionally, Customer acknowledges that in regions where Services are provided by means of a non-native Emergency Services solution, including but not limited to emergency calls which do not flow through the Public Switched Telephone Network selective router and route to the trunk group serving the appropriate Public Safety Answering Point (PSAP), in the event a caller cannot speak, no information will be provided to the PSAP to contact either Ribbon Communications or Customer to obtain information on how the call should be handled. Customer agrees to indemnify and hold harmless Ribbon Communications from all third party claims arising from such circumstances.
CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS ALL LIMITATIONS TO THE EMERGENCY SERVICES AND AGREES TO CONVEY THESE LIMITATIONS TO ALL PERSONS WHO MAY HAVE OCCASION TO PLACE CALLS OVER THE SERVICE. IF THE ADDRESS ASSOCIATED WITH A TELEPHONE NUMBER CHANGES OR THE “ANI” DELIVERY CHANGES, CALLS MAY BE DIRECTED TO THE WRONG EMERGENCY AUTHORITY, MAY TRANSMIT THE WRONG ADDRESS, OR MAY FAIL ALL TOGETHER. ALL CHANGES REQUIRE RIBBON COMMUNICATIONS’S PRIOR WRITTEN APPROVAL. EMERGENCY CALLS CAN FAIL IF THERE IS AN ELECTRICAL OUTAGE OR NETWORK ISSUES INCLUDING NETWORK CONGESTION, OR OTHER TECHNICAL PROBLEMS. CALLS WILL FAIL IF THE SERVICE IS SUSPENDED OR TERMINATED. CUSTOMER ACKNOWLEDGES AND AGREES THAT RIBBON COMMUNICATIONS WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE, ANY INABILITY TO USE THE SERVICES, OR ANY INABILITY TO ACCESS EMERGENCY SERVICES PERSONNEL.
5. Fair Usage Policy for Ribbon Emergency Services.
5.1 Ribbon Communications provides Ribbon Emergency Services under the Agreement conditioned upon compliance at all times with the Fair Usage Policy set forth in this section, which is designed to prevent fraud and abuse of the Services.
5.2 Ribbon Communications strictly prohibits any use of the Ribbon Emergency Services inconsistent with the purpose, including without limitation that traffic patterns fail to conform to a natural distribution determined by Ribbon using its sole discretion (collectively “Prohibited Uses”).
5.3 Ribbon Communications will monitor usage patterns and notify Customer of any usage that appears to be Prohibited Use(s), and reserves the right to take any unusual activity as determined by Ribbon using its sole discretion into account in making its determination. If Customer does not correct the Prohibited Use by the end of the billing cycle following the notification by Ribbon Communications, or if Prohibited Uses appear in any subsequent billing cycles, Ribbon Communications reserves the right, in its sole discretion and without any additional notice, to adjust the amounts invoiced to Customer for any affected billing cycles to reflect the appropriate pricing for such Prohibited Uses or terminate the Agreement.
6. Cooperation with Third Parties.
6.1 Ribbon Communications is providing the Voice Services through third party service providers with whom Ribbon Communications has entered into a contractual relationship whereby it can offer the voice services the subject of this Service Specific Description to the Customer. Customer will be required to co-operate with such third parties (as notified by Ribbon Communications to the Customer) in the delivery of the Voice Services.