NiCE Telecom Resale Addendum

This NiCE Telecom Resale Addendum (“Telecom Addendum”) is part of the Master Partner Agreement between the Parties and is a supplement to the NiCE Addendum for Resale (“Reseller Terms”) between NiCE and Partner. This Telecom Addendum governs Partner’s resale of Network Connectivity to End Users. Capitalized terms that are not defined in this Telecom Addendum have the meaning given to them in the MPA or the Reseller Terms.

1. Definitions. For purposes of Telecom Addendum, the terms listed below shall have the following meanings:

“Customer Proprietary Network Information" or “CPNI” is defined by the Federal Communications Commission (“FCC”) in Section 222 of the Communications Act of 1934, 47 U.S.C. 222, as amended (“Section 222”), and includes information available to Partner and/or NiCE, by virtue their relationship with End Users, as providers of telecommunication services and may include the quantity, technical configuration, location, type, destination, amount of use of each communications service subscribed to, and information contained on the telephone bills of End Users pertaining to telephone service received by an End User.

“Harassing Communication” means any communication containing unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or racially or ethnically offensive material.

“Partner Data” means all data, information, content, or material that Partner provides to NiCE under the Agreement. Partner Data may contain and include information about End Users, such as agent name, phone, text, email, skills, and work performance metrics. Partner Data also includes NiCE’s record of the transactions processed by NiCE Services and Software called the contact history, which may include automatic number identification, caller identification, point of contact information, the contents of any recorded call and other miscellaneous information from contact types such as chat, text, email, or other work items.

“Unsolicited Commercial Email” means any email that is sent by, or at the request of, Partner or an End User to a person: (a) with whom End User has no prior business relationship; (b) who has not consented to receiving the communication; or (c) any other email communication that violates any law prohibiting the transmission of unsolicited commercial email.

2. Appointment and Duties.

2.1 Subject to the terms and conditions of this Agreement, NiCE hereby appoints Partner, and Partner accepts the appointment, as a non-exclusive reseller of Network Connectivity to End Users in the Territory.

2.2 Unless otherwise purchased from NiCE, Partner shall provide to each End User, or otherwise require that each End User provides at its own expense, all necessary and appropriate computer and telephony equipment and broadband internet connectivity for each of its sites to utilize the Network Connectivity in compliance with NiCE’s specifications set forth in the Documentation.

2.3 In addition to the End User License Terms contained within the Reseller Terms, Partner will ensure that each End User Agreement contains terms that are consistent with, and at least as protective of NiCE, as the Additional End User License Terms attached to this Telco Addendum as Attachment 1.

2.4 Partner shall maintain the confidentiality of all credentials, security keys, or passwords and shall not lend or otherwise transfer use of, or access to, the Network Connectivity, to any third party. Partner and each End User is solely responsible for any and all activities that occur under its account(s). Partner shall not be excused from paying NiCE for Services or Software provided to Partner or End Users or any portion thereof on the basis that fraudulent calls comprised a portion of the Network Connectivity or other Services.

2.5 Partner shall comply with all applicable laws, rules, and regulations related to the distribution of Network Connectivity, including obtaining and maintaining all governmental and other licenses, waivers, consents, registrations, permissions, and approvals required by Partner for the resale of Network Connectivity. NiCE is not responsible for, and specifically disclaims any obligation, informing Partner of any such obligations.

2.6 Partner will not use Network Connectivity for its own use without a separate written agreement with NiCE.

3. Network Connectivity Fees. In addition to NiCE’s prices for the Network Connectivity specified in an Order, NiCE may invoice Partner, and Partner agrees to pay, the following fees:

3.1 Partner will be responsible for any universal service charges on telecommunications services that originate or terminate within the United States of America or its territories, unless Partner submits a valid resale exemption certificate on an annual basis in a form prescribed by NiCE. Absent a valid resale exemption certificate, NiCE will assess applicable federal universal service fund charges (“FUSF Fees”) on Partner’s account. Similarly, NiCE reserves the right to assess state-level universal service fees (“State USF Fees”) on Partner’s account per applicable law for any calls that originate or terminate within the United States of America or its territories, unless Partner submits valid exemption certifications on forms prescribed by NiCE. If NiCE waives FUSF or State USF Fees for Partner (in whole or in part) based on information provided by Partner, and NiCE thereafter determines that inaccuracy in the information provided by Partner resulted in a waiver of FUSF or State USF Fees with respect to charges that constitute NiCE end-user revenues (as defined by the FCC), then NiCE may bill Partner, and Partner agrees to pay, for the FUSF or State USF Fees that were waived as a result of such inaccuracy. If Partner is reclassified as an End User with respect to any telecommunications service previously exempted, NiCE may bill Partner, and Partner agrees to pay, for the FUSF or State USF Fees that would have applied with respect to such services in the absence of the waiver plus any applicable late fees and/or interest. Partner will defend and indemnify NiCE against any audits, claims, actions, or lawsuits resulting from Partner's claim that it is exempt from paying the FUSF or State Fees, and Partner further acknowledges its responsibility to pay any resulting FUSF or State Fees, damages, expenses, fines, judgments, interest, late fees, liabilities, or losses resulting from such audits, claims, actions, or lawsuits.

3.2 A cost recovery fee may be added to invoices containing telecommunications charges to offset costs incurred by NiCE in compliance with applicable regulations and collection of federal, state, and municipal taxes, fees, contributions and/or charges associated with federal and state universal service and related programs for those telecommunications services which originate or terminate within the United States of America or its territories. These include the telecommunications services for the sight and hearing impaired, local number portability, North American Numbering Plan administration, and administrative costs, fees and expenditures related to compliance with Federal regulatory programs and annual FCC regulatory fee obligations and any related fees to ensure compliance. This fee is not a tax or charge required or assessed by any government, but a permissible pass-through fee. Partner agrees to pay such fees as invoiced.

3.3 An administrative fee may be added to invoices containing telecommunications charges. This charge is being imposed to recover non-regulatory costs imposed on NiCE by its carriers and suppliers. Partner agrees to pay such fees as invoiced.

4. Use of Network Connectivity.

4.1 Partner will comply with NiCE’s policies concerning use of Network Connectivity that are communicated to Partner from time to time, including limits on the maximum number of days that content will be retained, and the maximum disk space and/or bandwidth capacity that will be allotted on servers owned and/or operated by NiCE on Partner’s behalf, if any.

4.2 Neither Partner nor any End User shall use Network Connectivity in any way that causes a disruption in NiCE’s network integrity, or threatens or compromises the security of NiCE, its vendors, customers, or the Services.

4.3 Partner will not, and will ensure that End Users do not, use Network Connectivity in any way that: (a) violates applicable laws (including FCC CPNI rules and regulations relating to the collection and relaying of Partner Data, laws prohibiting transmission of unsolicited fax advertisements and laws relating to the obtaining of third-party consent for call recording); (b) infringes the rights of others; (c) interferes with the users, agents, services, or equipment of the network; (d) constitutes an Unsolicited Commercial E-mail in violation of applicable laws; (e) incorporates or transmits any Harassing Communication; or (f) incorporates or transmits any material that encourages conduct that could constitute a criminal offense, violate the Intellectual Property Rights of others, or give rise to civil liability. Any use found to be inconsistent with this restriction will result in termination of Network Connectivity and the Services.

4.4 If Partner becomes aware of misuse of Services by a representative of Partner or any End User, Partner shall promptly notify NiCE. The Parties will cooperate to prevent and eliminate fraud through misuse of, or damage to, Network Connectivity. The Parties will cooperate with each other and allow any government agency or authority to intercept messages or access information transmitted over Network Connectivity, as may be required under applicable law. NiCE may investigate any suspected violations of this Section 4 and may take any action that it believes appropriate, with or without notice, and without liability, including to issuing warnings, removing content, restricting, suspending, or terminating any individual user’s access to all or any part of the Services or Software if determines the user has violated any of the restrictions contained in this Section. NiCE may terminate the Agreement or cease providing Network Connectivity or other Services or Software to Partner or an offending End User if Partner or the End User fails to cure a violation of this Section within five (5) business days of written notice of the same. Partner acknowledges that neither NiCE nor its vendors are responsible for the content of the transmissions that may pass through Network Connectivity. Under no circumstances will NiCE be liable or responsible in any way for any loss, damage, or consequence of any kind resulting from any unauthorized or prohibited use of Network Connectivity by Partner, any End User, or any third-party.

5. Partner Data.

5.1 Partner agrees to make reasonable efforts to safeguard End User information obtained during the Term. In particular, Partner will abide by all applicable data protection and privacy laws as well as the FCC’s CPNI rules and regulations. Partner will take reasonable measures to safeguard CPNI per the FCC’s requirements. Partner acknowledges that CPNI and other Partner Data received from or provided to NiCE may be subject to certain privacy laws and regulations and requirements. Partner shall consider CPNI and all Partner Data to be private, sensitive, and confidential. Accordingly, with respect to Partner Data, including CPNI, Partner shall comply with all applicable privacy laws and regulations and requirements, including, but not limited to, the CPNI restrictions contained in Section 222.

5.2 Partner grants to NiCE a non-exclusive, worldwide, and royalty-free license, during the Term, to copy, store, record, transmit, display, view, print, and use Partner Data solely to the extent necessary to enable NiCE to provide and/or enhance Network Connectivity. As between NiCE and Partner or Partner’s End User, Partner shall own all Partner Data. NiCE may provide user statistical information such as usage or traffic patterns in aggregate form to third parties, but such information will not include personally identifying information. NiCE may access Partner Data to respond to service or technical problems with its telecommunications services.

5.3 Partner is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Partner Data.

5.4 NiCE assumes no responsibility for the deletion, correction, destruction, loss, infringement, or failure of Network Connectivity to store any Partner Data. NiCE reserves the right to establish a maximum amount of Partner Data that Partner or End Users may store, post, transmit on or through the Services. NiCE’s sole obligation in the event of data loss shall be to use commercially reasonable efforts to restore Partner Data from any backup media that may be maintained by NiCE.

5.5 NiCE shall retain Partner Data for a period of sixty (60) days after expiration or termination of the Agreement. At no additional cost to Partner, NiCE shall provide a mass export of Partner Data in a format agreed upon by the Parties. After sixty (60) days following the expiration or termination of the Agreement, all Partner Data, account information, and settings including Partner Data in public and private information stores or otherwise on NiCE’s servers may be irrevocably deleted and destroyed.

6. NiCE CXone 911 Services.

6.1 Use of the Cloud Services may include a feature to be provided in connection with the CXone ACD/IVR Voice over Internet Protocol (“VoIP”) to users based in the United States, which enables the Cloud Services to interconnect with the Public Switched Telephone Network (“PSTN”) in the United States as a 911 feature (“911 Service”), subject to the terms and conditions below:

6.2 SERVICE LIMITATIONS. The 911 SERVICE doES not have the same functionality or availability as traditional wireline ACCESS TO emergency services. The 911 Service’S features and functionality can be impacted by issues outside NiCE’s control, such as internet and power outages. PARTNER understandS that having backup 911 connectivity is beneficial to being able to CONTACT EMERGENCY SERVICES. PARTNER is SOLELY responsible for notifying all end users OF THEIR RESPONSIBILITY TO INFORM relevant individuals at end user’S locations utilizing the CLOUD SERVICES, of the primary method of contacting EMERGENCY SERVICES, including providing appropriate training and visual reminders (e.g., equipment stickers, warning posters, ROUTINE REQUEST TO UPDATE EMAILS). ADDITIONALLY, PARTNER WILL ENSURE THAT End User AUTHORIZES NiCE AND ITS AFFILIATES TO DISCLOSE ANY CALL DATA OR OTHER INFORMATION TO THIRD PARTY EMERGENCY SERVICE PROVIDERS, INCLUDING, WITHOUT LIMITATION, CALL ROUTERS, CALL CENTERS, AND PSAP FOR THE PURPOSE OF DELIVERING THE 911 SERVICE. CALLS PLACED TO EMERGENCY SERVICES USING THE 911 SERVICE WILL INCUR A CHARGE OF SEVENTY-FIVE DOLLARS ($75) PER CALL, WHICH SHALL BE INVOICED MONTHLY IN ARREARS.

6.3 DISCLAIMER OF LIABILITY. PARTNER AGREES AND WILL ENSURE THAT EACH END USER AGREES THAT, EXCEPT FOR THOSE MATTERS WHICH MAY NOT BE DISCLAIMED AS A MATTER OF APPLICABLE LAW, NiCE DISCLAIMS AND WILL NOT HAVE ANY LIABILITY ARISING OUT OF USERS, OR ANY THIRD PARTY’S INABILITY TO CONTACT 911, OR ANY OTHER EMERGENCY TELEPHONE NUMBER, OR TO ACCESS AN EMERGENCY SERVICE OPERATOR, OR OBTAIN EMERGENCY SERVICES UTILIZING THE 911 SERVICE, INCLUDING DUE TO ERRORS OR DISRUPTIONS CAUSED BY ANY OF THE FOLLOWING: THE INTERNET; POWER OR ELECRICAL FAILURES; FAILURE BY END USER OR USERS TO ACTIVATE THE 911 SERVICE; IMPROPER, OUT-OF-DATE, INCOMPLETE, OR OTHER INACCURATE DATA PROVIDED BY END USER OR USERS, END USER DEVICES, CARRIERS, OR IN THE CALL DETAIL RECORD; HARDWARE, SOFTWARE, INFRASTRUCTURE, UTILITIES, INSTALLATION, CONFIGURATION, OR TRANSMISSION FAILURES OUTSIDE THE CONTROL OF NiCE; AND ANY ACTS OR OMISSIONS ON THE PART OF THE EMERGENCY SERVICE.

6.4 INDEMNIFICATION. PARTNER AGREES AND WILL ENSURE THAT EACH End User agreeS to release, indemnify, defend, and hold harmless NiCE AND ITS AFFILIATES, AND EACH OF THEIR officers, directors, stockholders, employees, representatives or agents from any and all claims, damages, losses, suits or actions, fines, penalties, cost and expenses (including, but not limited to, REASONABLE attorneyS’ fees) whether suffered, made, instituted or asserted by End Useror by any THIrD party or person or for THE DISCLOSURE OF PERSONAL INFORMATION OF ANY PERSON OR PERSONS TO THIRD PARTY EMERGENCY SERVICE PROVIDERS OR TO End User FOR THE PURPOSE OF DELIVERING THE 911 SERVICE, caused or claimed to have been caused, directly or indirectly, by the operation, failure or outage, incorrect routing, or use of, or inability of a person to use, THE 911 Service or access emergency services.