HomeMy WebLinkAboutAltigen Phone SystemAltigen, Inc. – CONFIDENTIAL 1
ALTIGEN CUSTOMER AGREEMENT
FOR SIP SERVICES
This Customer Agreement for SIP Services (“Agreement”), entered into and effective as of the date of the last signature below (the
“Effective Date”), is made by and between Altigen Communications, Inc., a Delaware corporation (“Altigen”) located at 670 N
McCarthy Blvd, Suite 200, Milpitas, CA 95035 and City of Auburn Washington
(“Customer”), located at 25 West Main Street, Auburn, WA 98001 and governs the use by
Customer of the SIP Services identified in this Agreement and in the Altigen SIP Trunk Terms of Service.
1. SIP SERVICES
1.1. Outbound Service. Altigen will provide call termination services to deliver voice traffic from Customer’s originating
equipment to Customer’s network to connect the Customer Interconnection Point to the owner of the dialed number.
1.2. Local Traffic. Outbound Service includes the termination of calls which originates and terminates in the same local
calling area based on the “calling number” and the “called number”.
1.3. Long Distance Traffic. Outbound Service includes the termination in the United States and Canada of (i) intraLATA
calls, which originate and terminate in different local calling areas within the same LATA; and (ii) interLATA calls, which
originate in one LATA and terminate in another LATA.
1.4. Inbound Service. Altigen will provide origination of domestic voice traffic for direct inward dialing (“DID”) calls with
termination to the Customer interconnection.
1.5. Emergency Service (911). Altigen does not offer traditional 911 or e911 service but does provide a 911-type service
which can be found in the published Terms of Service.
1.6. Toll Free Service. Altigen will provide origination of domestic voice traffic for toll free calls with termination to
Customer’s interconnection.
1.7. Direct Inward Dial (DID) and Toll Free Numbers. Altigen provides DID and Toll Free numbers which can assigned to
users or applications (like auto attendants) to receive calls from the public switched telep hone network (PSTN).
1.8. Number Port. Altigen works with partner carriers who, on our behalf, port DID and Toll Free phone numbers in
accordance with applicable Regulatory Rules and Industry Guidelines.
2. SERVICE ORDERING AND PAYMENTS
2.1 Ordering of Services. Service Orders for access to the SIP Services shall be submitted by Purchase Order or on the Altigen
online system. Altigen reserves the right to reject any Service Orders that do not comply with this Agreement. Customer waives any
terms and conditions set forth in any previous Customer document that may have been accepted by Altigen.
2.2 Payment. Customer must provide valid bank or credit card information from a financial institution acceptable to Altigen.
Customer authorizes Altigen to verify Customer’s bank or credit card information (including any updated information), to obtain
credit authorizations from Customer’s bank or credit card issuer, and to debit Customer’s bank account or credit card for any sums
payable by Customer to Altigen for amounts owed under this Agreement. Customer agrees to provide Altigen with accurate billing
information and with truthful, accurate, and complete contact information, including the name to be billed to, company name,
street address, e-mail address, and telephone number, and to update this information within thirty (30) days of any change to it.
If the contact information provided by Customer is false or fraudulent, Altigen reserves the right to suspend and/or terminat e
Customer access to the SIP Services immediately.
2.3 Fees. Altigen shall charge Customer for the SIP Services through the bank or credit card information provided to Altigen
pursuant to an accepted Service Order (the “Fees”) following the scheduling of the activation of SIP Services for Customer, or within
90 days of the effective date of this Agreement, whichever occurs first. Costs of currency conversion, outside collection and related
bank charges shall be paid by Customer. Fees for this Agreement are set forth in the Statement of Work attached to this Agreement
for the terms stated in Paragraph 3.1 of this agreement. Altigen reserves the right to change the recurring fees listed in the
attached Statement of Work, applicable charges, and usage policies and to institute new charges at any time with such charges to
be effective thirty (30) days advance notice to Customer, provided that such charges shall not affect contracted SIP Services until
the renewal date. The nonrecurring fees listed in the Statement of Work shall remain in effect for the term s stated in Paragraph
3.1 of this Agreement, unless otherwise agreed to by the parties.
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2.4 Delinquent Fees. Customer’s account will be considered delinquent if Customer’s account remains unpaid thirty (30)
days following the invoice due date; provided however, that Customer’s account shall not be considered delinquent with respec t
to any disputed unpaid Fees, subject to Customer notifying Altigen in writing no later than ten (10) days after receipt of the invoice
on which the billing error first appeared specifying the Fees which are in dispute. Upon notification Altigen shall, within t en (10)
days, provide an adjustment or credit for any such Fees which have been incorrectly billed. Delinquent Fees are subject to interest
of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
Notwithstanding the foregoing, Customer’s access to the Service may be suspended if Customer’s account is delinquent with
respect to any unpaid undisputed Fees. Altigen reserves the right to impose a reconnection fee in the event Customer is suspended
and thereafter requests access to the Service. Any account which is suspended for more than thirty (30) days will be terminated
by Altigen at its sole discretion without any obligation to maintain any Customer data.
2.5 Taxes. Prices for the SIP Services do not include any customs duties, sales, use, value added, excise, federal, state,
local, public utility, universal service or other similar taxes. All such taxes (computed automatically by Altigen and inserted in a
line-item fashion on Customer’s bill) shall be and paid by Customer and will be added to any amounts otherwise charged for
service to Customer unless Customer provides Altigen with an appropriate exemption certificate.
3. TERM AND TERMINATION
3.1 Term. The term of this Agreement shall be three (3) years from the Effective Date (“Initial Term”), and shall
automatically renew thereafter for successive one-year terms (each, a “Renewal Term”), unless either party provides the other
party with written notice of its intention not to renew at least sixty (60) days prior to the conclusion of the Initial Term or any
Renewal Term (collectively, the “Term”) and fulfills its obligations under this Agreement through the conclusion of the Term.
3.2 Termination. Each party has the right to immediately terminate this Agreement without liability if the other party:
(i) fails to cure a material breach of this Agreement within thirty (30) days of receipt of written notification of such claimed breach
(Customer’s failure to comply with any of the obligations set forth in Section 2 or Section 4 will constitute a material breach of this
Agreement); or, (ii) files for bankruptcy or voluntary reorganization, ceases to do business in the ordinary course, or under goes a
liquidation or dissolution.
3.3 Effect of Termination. A party terminating this Agreement pursuant to the terms hereof shall not be liable for any
penalty, loss or damage for such termination, except that neither party shall be relieved from payment of any amount owed to the
other party under this Agreement accruing on or prior to termination of this Agreement. Upon termination of this Agreement,
Customer shall not be authorized to use the SIP Services or to have access to Altigen Support Services. Except for those rights and
obligation which by their nature survive termination or expiration, all rights and licenses shall immediately cease and terminate.
3.4 SIP Trunk Terms of Service. The SIP Trunk Terms of Service is published on Altigen’s website at
www.altigen.com/siptos.
By executing this Agreement, Customer expressly acknowledges that it has read, understands and agrees to be bound by all term s
in this Agreement and the SIP Trunk Terms of Service published on Altigen’s website.
IN WITNESS WHEREOF, the parties agree as attested by the signatures of their duly authorized representatives:
Customer Altigen Communications, Inc.
(Signed) (Signed)
(Name) (Name)
(Title) (Title)
(Date) (Date)
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Nancy Backus
Mayor
6/26/2020
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carolyn david
VP of Finance
6/26/2020
Altigen, Inc. – CONFIDENTIAL 3
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Altigen, Inc. – CONFIDENTIAL 4
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Altigen, Inc. – CONFIDENTIAL (REV 8-1-19) 1
ALTIGEN CUSTOMER AGREEMENT
FOR SOFTWARE AND SERVICES
This Customer Agreement for Software and Services (“Agreement”), entered into and effective as of the date of the last signature
below (the “Effective Date”), is made by and between Altigen Communications, Inc., a Delaware corporation (“Altigen”) located at
670 N McCarthy Blvd, Suite 200, Milpitas, CA 95035 and City of Auburn Washington
(“Customer”), located at 25 West Main Street, Auburn, WA 98001 and governs the use by Customers of the
Altigen Software and Services identified in this Agreement. By executing this Agreement, Customer expressly acknowledges that it
has read and understands all terms and conditions contained in the following pages and agre es with Altigen to be bound by this
Agreement.
GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
1.1 “Documentation” means the written materials and specifications and “online” or electronic documentation regarding
the Software and Services or any component thereof provided by Altigen to Customers.
1.2 “Customer” means an entity that purchases a subscription for the Software and Services pursuant to this Agreement
for its own internal use, and not for further resale or distribution to third parties.
1.3 “Software” or “Services” means the Altigen software or services as set forth in Addendum A of this Agreement,
provided to Customer pursuant to a Service Order.
1.4 “SIP Services” means services provided by Altigen related to the provision of a VoIP interconnection between Customer
network, Altigen network, and a public switched telephone network (PSTN), as set forth in Addendum B of this Agreement.
1.5 “Support Services” means the Altigen support services as set forth in Addendum C of this Agreement.
1.6 “Service Order” means an order submitted by Customer to Altigen for the order of Altigen Software and Services, via a
purchase order or Altigen’s online system, which shall be governed by the terms of this Agreement.
1.7 “User Access License” means a license for a specific named individual user to access the Software and Services, which
shall not be shared between or used by more than one individual. A User Access License (UAL) may only be transferred from one
individual to another if the original individual is no longer permitted to access, and no longer accesses, the Software and Services.
1.8 “Unauthorized Use” means any use, possession, knowledge, inspection, examination, copying, disclosure, distribution,
reverse engineering, or other activity involving any part of the Software or Services not expressly authorized under this Agreement.
2. SERVICE ORDERS, PRICING, AND PAYMENT
2.1 Ordering of Services. Service Orders shall be submitted by purchase order or on the Altigen online system. Altigen
reserves the right to reject any Service Orders that do not comply with this agreement. Customer waives any terms and conditions
set forth in any previous Customer document that may have been accepted by Altigen.
2.2 User Access Licenses. Reseller shall require each Customer to order the appropriate number of User Access Licenses
(UAL) for such Customer’s use of the Software and Services. Reseller shall submit a Service Order for all UALs which, upon or der
acceptance, Altigen shall make available based on the t erms and conditions of this Agreement. Unless otherwise specified in the
relevant Service Order, additional UALs shall be coterminous with expiration of Customers existing UALs.
2.3 Payment. Customer must provide valid bank or credit card information from a financial institution acceptable to Altigen.
Customer authorizes Altigen to verify your bank or credit card information (including any updated information), to obtain cre dit
authorizations from your bank or credit card issuer, and to debit your bank account or credit card for any sums payable by Customer
to Altigen for amounts owed under this Agreement. Customer agrees to provide Altigen with accurate billing information and wi th
truthful, accurate, and complete contact information. If the contact information provided by Customer is false or fraudulent, Altigen
reserves the right to suspend and/or terminate access to the Software and Services immediately.
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2.4 Fees. Altigen shall charge Customer for the Software and Services through the bank or credit card information provided
to Altigen pursuant to an accepted Service Order (the “Fees”) following the scheduling of the activation of Software or Services for
Customer, or within 90 days of the effective date of the Service Order, whichever occurs first. Costs of currency conversion, outside
collection and related bank charges shall be paid by Customer. Fees for this Agreement are set forth in Addendum A to this
Agreement for the terms stated in Paragraph 3.1 of this Agreement. Altigen reserves the right to change the recurring fees listed
in Addendum A to this Agreement, applicable charges, and usage policies and to institute new charges at any time with such
changes to be effective thirty (30) days advance notice to Customer, provided that such changes shall not affect contracted
Software and Services until the renewal date. The nonrecurring fees listed in Addendum A to this Agreement shall remain in effect
for the term stated in Paragraph 3.1 of this Agreement, unless otherwise agreed to by the parties. Altigen remains the owner and
licensor of the Software and Services and the provider of the Software and Services.
2.5 Delinquent Fees. Customer’s account will be considered delinquent if Customer’s account remains unpaid thirty (30)
days following the invoice due date; provided however, that Customer’s account shall not be considered delinquent with respect
to any disputed unpaid Fees, subject to Customer notifying Altigen in writing no later than ten (10) days after receipt of the invoice
on which the billing error first appeared specifying the Fees which are in dispute. Upon notifica tion Altigen shall, within ten (10)
days, provide an adjustment or credit for any such Fees which have been incorrectly billed. Delinquent Fees are subject to interest
of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
Notwithstanding the foregoing, Customer’s access to the Service may be suspended if Customer’s account is delinquent with
respect to any unpaid undisputed Fees. Altigen reserves the right to impose a reconnection fee in the event Customer is suspended
and thereafter requests access to the Service. Any account which is suspended for more than thirty (30) days will be terminat ed
by Altigen at its sole discretion without any obligation to maintain any Customer data.
2.6 Taxes. Customer agrees to be responsible for and to pay, or to reimburse Altigen on written request, if Altigen is
required to pay or collect, any sales, use, VAT, excise, export or other tax, duty or other charge of any kind or nature (exc luding
any tax that is based on Altigen’s net income) that is levied or imposed by any governmental authority on transfer, delivery,
possession, delivery, use or license of the Software or services.
2.7 Warranty. Altigen hereby represents and warrants that the Software and Services will perform substantially in
accordance with the Documentation. In the event of a warranty claim, Customer’s sole remedy shall be as provided in the
attached Altigen Cloud Service Level Agreement. Customer shall be solely responsible fo r, and shall indemnify and hold Altigen
harmless from, and against, any claims, warranties or representations made by Customers in any way relating to the Software or
Services used by Customer.
2.8 Disclaimers. THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND ALTIGEN DOES NOT
WARRANT OR REPRESENT THAT THE FUNCTIONS OR FEATURES CONTAINED WITHIN THE SOFTWARE OR SERVICES WILL MEET
CUSTOMER REQUIREMENTS, OR WILL OPERATE IN ANY COMBINATION WHICH MAY BE SELECTED FOR USE BY CUSTOMER, OR
THAT OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS OR THAT ALL DEFECTS THAT MAY EXIST IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. EXCEPT
AS EXPRESSLY SET FORTH IN THE FIRST SENTENCE OF SECTION 2.7, ALTIGEN DISCLAIMS ALL OTHER WARRANTIES,
REPRESENTATIONS AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES, REPRESENTATIONS OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
3. TERM AND TERMINATION
3.1 Term. The term of this Agreement shall be three (3) years from the Effective Date (“Initial Term”), and shall
automatically renew thereafter for successive one-year terms (each, a “Renewal Term”), unless either party provides the other
party with written notice of its intention not to renew at least sixty (60) days prior to the conclusion of the Initial Term or any
Renewal Term (collectively, the “Term”) and fulfills its obligations under this Agreement through the conclusion of the Term.
3.2 Termination. Each party has the right to immediately terminate this Agreement without liability if the other party:
(i) fails to cure a material breach of this Agreement within thirty (30) days of receipt of written notification of such claimed breach
(Customer’s failure to comply with any of the obligations set forth in Section 2 or Section 4 will constitute a material breach of this
Agreement); or, (ii) files for bankruptcy or voluntary reorganization, ceases to do business in the ordinary cour se, or undergoes a
liquidation or dissolution.
3.3 Effect of Termination. A party terminating this Agreement pursuant to the terms hereof shall not be liable for any
penalty, loss or damage for such termination, except that neither party shall be relieved from payment of any amount owed to the
other party under this Agreement accruing on or prior to termination of this Agreement. Upon termination of this Agreement,
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Customer shall no longer be authorized to use Altigen Software or Services or to hav e access to Altigen Support Services. Except
for those rights and obligation which by their nature survive termination or expiration, all rights and licenses shall immediately
cease and terminate. Upon termination, Customer shall return to Altigen all copies of Altigen Confidential Information pertaining
to the Software and Services.
3.4 Survival. All terms and provisions herein which by their nature should survive expiration or termination of this
Agreement shall so survive. Without limiting the foregoing, Sections 2.2, 2.3, 2.4, 2.5, 3.4, 4, 5, 6, 7.2 and 7.3 shall survive any
expiration or termination of this Agreement.
4. CONFIDENTIALITY
4.1 Confidential Information. Includes all information provided in writing by one party to the other party, marked
“Confidential” or “Proprietary” or with words of similar meaning. Whether or not marked “Confidential,” (including without
limitation), the Software, Services, pricing, inventions, algorithms, know-how and ideas relating thereto (whether patentable or
not), the operation of the Software or Services, and all associated Documentation, shall constitute Confidential Information of
Altigen. Any records provided by Customer which are marked “Confidential,” shall constitute Confidential Information of Custo mer.
Confidential Information shall not include information which is (i) generally known or readily ascertainable from public sourc es
(other than as a result of a breach of confidentiality), (ii) independently developed by the receiving party without reliance upon any
Confidential Information of the disclosing party, or (iii) obtained from an independent third party who created or acquired such
information without reliance on Confidential Information, and without breach of any obligation of confidentiality.
4.2 Non-Use and Nondisclosure. Except as required by Paragraph 4.3, neither party shall disclose Confidential Information
to any third party for any reason and shall only disclose Confidential Information to its employees or contractors who are under a
legally binding obligation of confidentiality. Each party shall, and have its employees and contractors keep all Confidential
Information of the other party confidential and shall not copy or disclose the same or authorize its employees or contractors to
copy or disclose the same, without the prior written consent of the disclosing party . Each party may use Confidential Information
only for the purpose of exercising its rights and performing its obligations pursuant to this Agreement. Each party shall use no less
than a reasonable degree of care to ensure the protection of the Confidential Information disclosed by the other party .
Unauthorized use or disclosure of Confidential Information is considered a breach of this agreement. These obligations of
confidentiality and nondisclosure shall be in effect for the term of this Agreement and for a period of three (3) years thereafter.
4.3 Required Disclosure. Notwithstanding the foregoing, Altigen and Customer may make such disclosures as may be
required by order of a court of competent jurisdiction, administrative agency or other government body, or by any law, rule or
regulation, provided, however, that to the extent possible, each party gives the other prior written notice of such requirement,
and provided further that the receiving party discloses only that portion of the requested Confidential information that, in the
written opinion of its legal counsel, it is required to disclose.
4.4 Return of Confidential Information. Upon request by either party, the receiving party shall return to the disclosing party
all originals, reproductions and copies of all Confidential Information, printed or otherwise, delete all Confidential Information
from its records, and certify to the disclosing party that it has done so, in writing, by an officer of the receiving party;
notwithstanding the forgoing, the receiving party may retain a copy of those records necessary to establish rights of payment, or
which must be retained to satisfy reporting or legal obligations , provided that such copy is kept confidential until destroyed.
4.5 Specific Performance. Each party acknowledges and agrees that the rights and obligations of each party set forth in this
Section 4 are unique and that, if this Section 4 is not performed in accordance with its terms or is otherwise breached, a non-
breaching party will be damaged irreparably and have no adequate remedy at law. Accordingly, the pa rties agree that any such
non-breaching party will have the right, in addition to any other rights and remedies existing in its favor at law or in equity, to
enforce such party’s rights and the breaching party’s obligations under this Section 4, by bringin g an action or actions for specific
performance, injunctive or other equitable relief (without posting of bond or other security).
5. INDEMNIFICATION
5.1 Customer’s Indemnity. Customer hereby agrees to indemnify and hold harmless Altigen from and against any and all
claims, liabilities, damages, costs and expenses (collectively, “Damages”), however stated, resulting from, relating to or ar ising
out of (i) any breach by Customer of any of its representations, warranties, covenants, or agreements in this Agreeme nt, (ii) any
unauthorized use of the Software or Services, or (iii) any fraud, gross negligence, or intentional misconduct of Customer or any of
its officers, agents, or employees.
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5.2 Altigen’s Indemnity. Altigen hereby agrees to indemnify and hold harmless Customer from and against any and all
Damages, however stated, resulting from, relating to or arising out of (i) any breach by Altigen of any of its representation s,
warranties, covenants, or agreements in this Agreement, or (ii) any fraud, gross negligence, or intentional misconduct of Altigen
or any of its officers, agents, or employees.
5.3 Claim Procedure. An indemnified party shall notify the indemnifying party of, and describe in reasonable detail, any
claim for indemnification under Section 5.1 or 5.2, as applicable (each, a “Claim”) within fourteen (14) days of becoming aware of
the matter giving rise to such Claim. An indemnifying party may undertake the defense of any such Claim brought against the
indemnified party by a third party (a “Third Party Claim”); provided that upon assuming the defense of such Third Party Claim,
the indemnifying party shall give the indemnified party reasonable notice of any material developments in the defense of such
Third Party Claim and shall permit the indemnified party to participate in the defense of such Third Party Claim at such
indemnified party’s cost and expense. Provided that after so assuming the defense of a Third Party Claim an indemnifying part y
continues to actively defend such Third-Party Claim, the settlement of Third-Party Claim by an indemnified party without the
indemnifying party’s prior written consent, (not to be unreasonably withheld, conditioned, or delayed) shall release the
indemnifying party from its obligations hereunder with respect to s uch Third-Party Claim.
6. LIMITATION OF LIABILITY
6.1 NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
OR LOSS (INCLUDING LOSS OF PROFITS, OR LOSS OF DATA, AND BUSINESS INTERRUPTION) OR COSTS OF PROCURING
SUBSTITUTE GOODS, SOFTWARE OR SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR CUSTOMER’S UNDISPUTED PAYMENT OBLIGATIONS, EACH
PARTY’S MAXIMUM LIABILITY WHETHER FOR BREACH OF THIS AGREEMENT OR IN TORT (INCLUDING NEGLIGENCE) OR FOR ANY
OTHER COMMON LAW OR STATUTORY CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND
WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE IS LIMITED IN THE AGGREGATE TO
TWO TIMES THE VALUE OF THE SOFTWARE OR SERVICES PAID OR PAYABLE GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING
ANYTHING CONTRARY HEREIN, NOTHING HEREIN SHALL OPERATE TO LIMIT OR EXCLUDE: (i) ANY LIABILITY THAT CANNOT BE
LIMITED OR EXCLUDED BY APPLICABLE LAW.
6.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF A CLAIM RESULTS FROM, ARISES OUT OF, OR ALLEGES
THAT THE SOFTWARE OR SERVICES OR ANY PORTION THEREOF INFRINGES, VIOLATES OR MISAPPROPRIATES ANY INTELLECTUAL
PROPERTY RIGHT, ALTIGEN SHALL HAVE THE OPTION TO: (I) OBTAIN FOR CUSTOMER A LICENSE TO CONTINUE TO USE THE
SOFTWARE AND SERVICES; (II)REPLACE OR MODIFY THE SOFTWARE AND SERVICES OR ANY PORTION THEREOF TO MAKE IT NON‐
INFRINGING, PROVIDED THAT SUCH MODIFIED SOFTWARE AND SERVICES ARE SUBSTANTIALLY SIMILAR OR FUNCTIONALLY
EQUIVALENT TO THE SOFTWARE AND SERVICES PROVIDED TO CUSTOMER; OR (III)WITHOUT LIABILITY OR PENALTY, TERMINATE
THE SERVICE(S) PROVIDED THAT ALTIGEN PROMPTLY REFUNDS TO CUSTOMER ANY UNUSED CHARGES AND FEES FOR THE
AFFECTED SERVICE(S) AND PROVIDES REASONABLE ASSISTANCE AT CUSTOMER’S REQUEST IN TRANSITIONING TO A
REPLACEMENT SERVICE PROVIDER.
6.3 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABLITY, DISCLAIMER OF WARRANTIES,
OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS
REFLECTED IN THE PRICING OFFERED BY ALTIGEN TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN
BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS
AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE REMEDIES IN THIS AGREEMENT HAVE FAILED OF THEIR
ESSENTIAL PURPOSE.
6.4 NOTWITHSTANDING ANY OTHER TERM HEREIN, THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES ARISING OUT
OF, RELATING TO OR RESULTING FROM THIS AGREEMENT WILL BE STRICTLY LIMITED TO THOSE CONTAINED IN SECTIONS 4.5, 5
AND 6, AND THE ONLY LEGAL ACTION THAT MAY BE ASSERTED BY ANY PARTY WITH RESPECT TO ANY MATTER THAT IS SUBJECT
OF SECTION 5 OR 6 WILL BE A CONTRACT ACTION TO RECOVER DAMAGES PURSUANT TO SECTION 5 AND 6 (EXCEPT TO THE
EXTENT EXPRESSLY STATED IN SECTION 6.2). IN FURTHERANCE OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EACH PARTY HEREBY WAIVES ALL CLAIMS, CAUSES OF ACTION AND OTHER REMEDIES OF SUCH PARTY
AGAINST THE OTHER PARTY AS A MATTER OF CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER OR BASED UPON ANY
APPLICABLE LAW OR OTHERWISE (INCLUDING FOR RESCISSION), EXCEPT TO THE EXTENT EXPRESSLY STATED IN SECTION 4.5,
SECTION 5, OR THIS SECTION 6.
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7. GENERAL PROVISIONS
7.1 Customer Premises Equipment. Customer shall be solely responsible for any on premises equipment (“CPE”) required
for the provision of the Software or Services. Customer understands and acknowledges that access to the Software and Service
is dependent upon the selection of Service-compatible CPE and shall indemnify and hold Altigen harmless for any lawsuits or
damages arising out of or related to the selection or use of CP E by Customer.
7.2 Legal Compliance and Export Prohibition. Customer shall comply with all applicable laws and regulations in performing
under this Agreement, including without limitation those regarding exports as set forth in this paragraph. Altigen provides services
and uses software and technology that may be subject to the United States export control administered by the U.S. Department
of Commerce, the United States Department of Treasury office of Foreign Assets Control, and other U.S. agencies a nd the export
control regulations of Switzerland and the European Union. Customer acknowledges and agrees that the Software and Services
shall not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported
or re-exported to, countries as to which the U.S., Switzerland and/or the European Union maintains an embargo (collectively
“Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasu ry’s
List of specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively “Designated
Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. You represent and
warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National.
Customer agrees to comply with all U.S, Swiss and European Union export laws and assume sole responsibility for obtaining licenses
to export or re-export as may be required. The Services may use encryption technology that is subject to licensing requirements
under the U.S. Export Admin. Regulations 15 D.F.R. parts 730-774 and Council Regulation (EC) No. 1334/2000. Altigen makes no
representations that the Services is appropriate or available for use in other locations. If Customer or its Customers use th e
Software or Services from outside the U.S., Switzerland and/or the European Union, Customer is solely responsible for compliance
with all applicable laws, including without limitation export and import regulations of other countries.
7.3 Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the
laws of the State of California and the United States of America, without reference to conflicts of law provisions. This Agreement
shall not be governed by the United Nations Convention on the International Sale of Goods. Jurisdiction for litigation of any dispute,
controversy or claim arising out of or in connection with this Agreement shall be only in a United States Federal or State Cour t
located in Santa Clara County, California, and the parties hereby consent to the jurisdiction and venue of such courts. In any action
between the parties to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover reasonab le
expenses, including reasonable attorney’s fees.
7.4 Force Majeure. Neither party shall be liable for any loss or damage resulting from any delay or failure to perform all or
any part of its obligations under this Agreement, excepting payment obligations, to the extent such delay or failure is cause d, in
whole or in part, by events, occurrences, or causes beyond the reasonable control, and without the negligence of, the responsible
party. Such events, occurrences, or causes include, without limitation, acts of God, telecommunications or power outages, strikes,
riots, acts of war, floods, earthquakes, fires and explosions.
7.5 Waiver. Any waiver of any right or remedy or limit on liability under this Agreement must be in writing and signed by
the party to be bound to be effective. No delay or omission in exercising any right or remedy shall operate as a waiver of such right
or remedy or any other right or remedy. Any waiver by any party of a condition, or of the breach of any provision, term, covenant,
representation or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor c onstrued
as furthering or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representa tion
or warranty of this Agreement.
7.6 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions shall be given full force and effect and be interpreted as broadly as possible to giv e full
effect to the intentions of the parties in entering into this Agreement. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF
LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND
INDEPENDENT OF ANY OTHER SUCH PROVISION. FURTHER, IN THE EVENT THAT ANY REMEDY HEREUNDER IS DETERMINED TO
HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL REMAIN IN EFFECT.
7.7 Notice. All notices under this Agreement will be in writing and will be deemed to have been duly given when received,
if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent
for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return
receipt requested. If notice is issued under Section 3.2 (Termination), to the extent one party is claiming a breach or d efault by the
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other party the notice must specify the nature of the breach or default. Address for notice may be changed by a party providing
proper notice thereof to the other party per the terms of this Section 7.7.
7.8 Assignment. Customer may not transfer, assign or delegate any of its rights or obligations under this Agreement, in
whole or in part, whether voluntarily, by operation of law, by merger or sale of all its assets, or otherwise, without the prior written
consent of Altigen, which may withhold its consent in its sole discretion. Altigen may assign this Agreement or its right to receive
some or all of the payments due to Altigen pursuant to this Agreement at any time. Any attempted transfer or assignment in
violation of this Section 7.8 shall be void and of no force and effect. Subject to the foregoing, this Agreement shall inure to the
benefit of and shall be binding upon the permitted successors and assigns of the parties.
7.9 Entire Agreement. This Agreement, including any Addendums, Exhibits and Attachments attached hereto, constitutes
the entire agreement between the parties with respect to this subject matter and supersedes all previous proposals, negotiations,
representations, writings, prior agreements and all other communications between parties. This Agreement may not be modified
or amended except by an instrument in writing signed by the parties, except that Exhibits and/or Attachments may be amended
by Altigen, in its sole discretion, on thirty (30) days written notice to Customer. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but both of which shall constitute the same instrument.
IN WITNESS WHEREOF, the parties agree as attested by the signatures of their duly authorized representatives:
By: <Customer> By: Altigen
(Signature) (Signature)
(Name) (Name)
(Title) (Title)
(Date) (Date)
Customer Address for Notice: Altigen Address for Notice:
670 N McCarthy Blvd, Suite 200
Milpitas, CA 95035
Attn:
Attn: Carolyn David, Vice President Finance
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Nancy Backus
6/26/2020
Mayor
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6/26/2020
VP of Finance
carolyn david
Altigen, Inc. – CONFIDENTIAL (REV 8-1-19) 7
ADDENDUM A
Software and Services Pricing Schedule
(Effective June 2019)
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ADDENDUM B
SIP Services
The following terms and conditions, including the Altigen SIP Trunk Terms of Service, published on Altigen’s website at
www.altigen.com/siptos, shall govern Altigen’s provision of SIP Services licensed under this Agreement.
1. GENERAL TERMS
1.1. Outbound Service. Altigen will provide call termination services to deliver voice traffic from Customer’s originating
equipment to Customer’s network to connect the Customer Interconnection Point to the owner of the dialed number.
1.2. Local Traffic. Outbound Service includes the termination of calls which originates and terminates in the same local calling
area based on the “calling number” and the “called number”.
1.3. Long Distance Traffic. Outbound Service includes the termination in the United States and Canada of (i) intraLATA calls,
which originate and terminate in different local calling areas within the same LATA; and (ii) interLATA calls, which
originate in one LATA and terminate in another LATA.
1.4. Inbound Service. Altigen will provide origination of domestic voice traffic for direct inward dialing (“DID”) calls with
termination to the Customer interconnection.
1.5. Emergency Service (911). Altigen does not offer traditional 911 or e911 service but does provide a 911-type service which
can be found in the published SIP Trunk Terms of Service.
1.6. Toll Free Service. Altigen will provide origination of domestic voice traffic for toll free calls with termination to
Customer’s interconnection.
1.7. Direct Inward Dial (DID) and Toll Free Numbers. Altigen provides DID and Toll Free numbers which can assigned to users
or applications (like auto attendants) to receive calls from the public switched telephone network (PSTN).
1.8. Number Porting. Altigen works with partner carriers who, on our behalf, port DID and Toll Free phone numbers in
accordance with applicable Regulatory Rules and Industry Guidelines.
2. OTHER TERMS
2.1. SIP Service Term. The term for the SIP Services shall be in accordance with the terms of Section 3 of this Agreement.
2.2. Pricing. Pricing will be in accordance with Altigen’s then current Pricing for SIP Services, as identified in the sales
quotation attached to this Agreement.
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ADDENDUM C
Support Services
The following terms and conditions shall govern the provision of Support Services for the Software licensed under this Agreement:
1. GENERAL TERMS
1.1. Altigen Support. Altigen will provide Support Services in a professional and workmanlike manner for the Software licensed
under this Agreement as described in this Addendum C.
1.2. Support Eligibility. Customer must be in compliance with all terms of this Addendum C, and any attachments hereto, and
the Altigen Customer Agreement for Software and Services in order to be eligible for these Support Services.
1.3. Incident Reporting. Customer must contact Altigen to report any incidents (a “Trouble Ticket”) via Altigen’s published
contact information, (telephone, email or web), in accordance with Altigen’s then current Support Policies and
Procedures. Customer may be required to submit such additional documentation as, including but not limited to, log files,
configuration files, error messages, product and/or network traces to assist in troubleshooting the incident.
1.4. Incident Assignment. Each Trouble Ticket will be assigned a unique identification number (“Ticket Number”) which shall
be used in all correspondence for a particular incident until a resolution or workaround has been provided.
1.5. Escalation. In the event Altigen Technical Support is not able to immediately resolve a particular incident, the Trouble
Ticket will be escalated to Altigen Engineering, in accordance with Altigen’s then current Support Policies and Procedures.
1.6. Resolution. A Trouble Ticket may be resolved by technical guidance, product patches, bug fixes or by applying a new
release of the affected Software or Services. Altigen does not guarantee that every Trouble Ticket will be resolved.
1.7. Workaround. In the event a Trouble Ticket is not resolved, a Workaround will be provided which may include, but is not
limited to, technical advice regarding the use of the Software or Services or a product patch to modify the function of the
Software or Services.
2. SEVERITY LEVELS. Incident Severity Levels, Descriptions and Response Times are defined in the table below:
Severity
Level Incident Description Incident
Response Time
3 An incident in which the Software is not functioning in accordance with the published
documentation, which does not have a critical impact on the Services delivered.
Within one (1)
business day
2 An incident resulting in an error or exception condition impacting administration or
user functions, which does not have a critical impact on the Services delivered.
Within four (4)
business hours
1 An incident which has prevented the operation of critical documented operations or
functions of the Software, generally defined as a system-wide outage.
Within one (1)
business hour
3. SUPPORT HOURS. Altigen shall provide Support Services during the following hours of operation (Support ID required)
Hours Dates and Times Services Provided
Business
Hours 5:00 AM to 5:00 PM Pacific Time; Monday-Friday, excludes Holidays Severity 1, 2 and 3 Incidents
After
Hours 5:00 PM to 5:00 AM Pacific Time; 365 Days per Year Severity 1 Incidents Only
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ATTACHMENT C-1
Support Plans
1. STANDARD SUPPORT PLAN
1.1 Standard Support. Altigen will provide Standard Support in accordance with the provisions of Addendum C and the
terms described in this Attachment C-1.
1.2 Support Services. For Skype for Business and the Altigen Applications, Altigen Technical Support will respond to,
monitor, and update Trouble Tickets submitted by Customer, validate license, user and system configurations, troubleshoot
reported incidents and escalate incidents to Altigen Engineering which are unable to be immediately resolved.
1.3 Support Contact. Customer must designate at least 1 (one) individual (“Support Contact”) trained in operation of the
Software licensed under this Agreement and who is responsible for all Incident Reporting.
1.4 Support ID. Altigen will provide a unique support identification number (“Support ID”) to the Support Contact, which
must be provided to Altigen in order to access Altigen Support Services and open Trouble Tickets.
1.5 Requirements. The Support Contact shall be qualified to assist in the troubleshooting of issues, recreate reported
issues and apply any fixes or patches as supplied by Altigen.
2. PREMIUM SUPPORT PLAN
2.1 Premium Support. Altigen will provide Premium Support in accordance with the provisions of Addendum C and the
terms described in this Attachment C-1.
2.2 Support Services. In addition to the Support Services listed in Section 1.2, Support Services, Altigen will perform
Moves, Adds and Changes for all licensed configured Skype for Business, Teams Phone System, MaxGroups and MaxACD Users.
System update and maintenance services will also be performed for MaxGroups and MaxACD.
2.3 Support Contact. Customer must designate at least 1 (one) individual (“Support Contact”) who is responsible for all
Incident Reporting.
2.4 Support ID. Altigen will provide a unique support identification number (“Support ID”) to the Support Contact, which
must be provided to Altigen in order to access Altigen Support Services and open Trouble Tickets.
3. SUPPORT PLAN EXCLUSIONS
3.1 The Support Services do not include support for incidents caused by Customer or a 3 rd party acting on its behalf:
(i) Negligent, willful or intentional acts;
(ii) Changes made that directly or indirectly cause a failure or malfunction in the Software or Service;
(iii) Accident, casualty, neglect, misuse or other than normal business use;
(iv) A failure or malfunction, including without limitation, Customer’s network, hardware devices, software or
Internet connections which adversely affect the Software or Services;
(v) Failure of Customer to fully perform its responsibilities under this Agreement.
3.2 The Support Services do not include Altigen’s Training, Deployment or Consulting Services.
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EXHIBIT C-1
Cloud Service Level Agreement
This Cloud Service Level Agreement (“SLA”) is included with the Altigen Premium Support Plan only. The following terms and
conditions shall govern this SLA for the Software and Services licensed under the Customer Agreement for Software and Services.
1. TERMS OF SERVICE DEFINITIONS
1.1. Cloud Services are defined as the Software and Services provide to Customer pursuant to an Order Form under the
terms of this Agreement.
1.2. Service Outage is an unscheduled period during which the Cloud Services are interrupted and not usable due to failures
or disruptions with Altigen’s hosted environment, Software or Services.
1.3. Service Outage Start Time is the time at which Altigen’s internal monitoring system shows the Cloud Services are
experiencing a Service Outage as defined in this SLA.
1.4. Service Outage End Time is the time at which Altigen restores the Cloud Services to online and accessible, as measured
by Altigen’s monitoring systems.
1.5. Total Service Outage Time is calculated by subtracting the Service Outage End Time from the Service Outage Start
Time, based on normal business hours which are defined as 8:00 AM to 5:00 PM, excluding weekends and holidays, in
Customer’s time zone. All calculations will be based on full one-minute increments.
1.6. Scheduled Maintenance is the time that Altigen or its third-party service providers perform updates, upgrades,
enhancements or other maintenance services, for which Customer has been provided at least one (1) week notice.
Scheduled Maintenance is not considered to be a Service Outage.
1.7. Emergency Maintenance is the time that Altigen or its third-party providers: (a) identify situations which, in Altigen’s
sole discretion, have threatened or may threaten the integrity of the Cloud Services; and (b) use commerc ially
reasonable efforts to prevent the situation from progressing into a Service Outage. Emergency Maintenance is not
considered to be a Service Outage.
1.8. Service Availability is the amount of time during a calendar month that the Cloud Services will be available.
1.9. Service Credit is a credit issued by Altigen for a Service Outage, subject to the provisions herein.
2. SERVICE GUARANTEE
2.1. Service Availability. Altigen guarantees the availability of the Cloud Services of 99.9%, calculated for each calendar
month of Customer’s use of the Cloud Services. Subject to the terms and conditions of this SLA, Altigen will provide to
Customer a Service Credit for a reported Service Outage as set forth in the chart below.
Total Service Outage Time Service Credits (based on Monthly Fees Paid)
.1% to 2% downtime 5% of fees paid for Affected Services
2.1% to 5% downtime 10% of fees paid for Affected Services
> 5% downtime 50% of fees paid for Affected Services
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3. SERVICE CREDITS
3.1. Service Credit Eligibility. A Trouble Ticket must be opened with Altigen for the Service Outage for which the Service
Credit has been requested. Service Credit requests shall be made no later than five (5) business days following the
event giving rise to the Service Credit request. Customer must be current on all fees for the Cloud Services.
3.2. Service Credit Limits. Service Credits in a particular month shall not exceed the total fees paid by Customer in such
month for the Affected Services. Credits are only available towar d future payment of fees and will not be applied to
past due balances. Service Credits will not be applied to any applicable taxes charged to Customer. Service Credits are
Customer’s sole and exclusive remedy with respect to the delivery of any Cloud Services.
3.3. Affected Services. Service Credits are calculated only against the fees for the specific Cloud Services which were subject
to a Service Outage. Credits are not calculated against the fees for all Cloud Services unless all Cloud Services were
subject to the Service Outage.
3.4. Exclusions. Any Service Outages caused by Customer, or failure by Customer to perform its support obligations, will be
excluded from this Service Level Agreement. Service Outages do not include the following:
(i) Scheduled Maintenance by Altigen, its underlying carriers or Customer;
(ii) Service Outages not reported by Altigen’s multi-homed monitoring systems;
(iii) Service Outages associated with Customer’s Internet connectivity, underlying network, equipment, or facilities;
including, but not limited to, any DNS or local access provider issues;
(iv) Service Outages due to Customer not providing Altigen access to the Software or Service for testing and repair;
(v) Any act or omission on the part of Customer, any third-party contractor or vendor, or any other entity over which
Customer exercises control or has the right to exercise control;
(vi) Any event or occurrence that results in “No Trouble Found” resolution to Trouble Tickets; or Trouble Tickets
associated with the testing phase of the deployment;
(vii) Any event or outage lasting less than one (1) minute in duration;
(viii) Force majeure event beyond the reasonable control of Altigen including, but not limited to, acts of God, natural
disasters, cable cuts, government acts and regulation and national emergency;
(ix) Time attributed to Customer’s delay in responding to Altigen’s requests for assistance to repair a Service Outage.
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