LiveVox is providing the SaaS access rights contingent upon Customer’s acceptance of these additional workforce management solutions terms (“Terms”). Customer may also be referred to as “you” or “your.” 

1. Definitions

The following capitalized terms are defined as follows:

     1.1 Access Term: The term, as further described below, for which LiveVox has contractually agreed to provide you with access to the SaaS Services.

     1.2 Customer Data: All data either provided by you or entered on your behalf through use of the SaaS Services, or generated by the SaaS Services on behalf of you.

     1.3 Customer Environment: The computing environment separately procured, prepared, and maintained by you for the access and use of the SaaS Services, where such computing environment meets LiveVox’s then-current minimum requirements.

     1.4 Data Subject: An individual who uses the SaaS Services and/or about which information is collected or generated as a part of the SaaS Services.

     1.5 Designated Employees: A reasonable number of Customer Personnel (including Customer’s system administrator), who have received training from LiveVox. Designated Employees may be changed by notice to LiveVox.

     1.6 Documentation: LiveVox’s documentation describing the specifications and use of the SaaS Services.

     1.7 Error: A failure of the SaaS Service to substantially conform to the Documentation.

     1.8 Error Correction: Revisions, modifications, alterations, and additions to the SaaS Services, installed by LiveVox in the Hosted Environment as bug fixes or workarounds to resolve Errors.

     1.9 Hosted Environment: LiveVox’s hosted infrastructure environment required to operate and provide access to the relevant Software as-a-Service.

     1.10 Intellectual Property Rights: Any and all tangible and intangible rights, title and interest in and to: (i) works of authorship, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (ii) trademarks and trade names, (iii) confidential information, trade secrets and know-how, (iv) patents, designs, algorithms and other industrial property, (v) all other intellectual and industrial property rights whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force.

     1.11 LiveVox Intellectual Property: All Intellectual Property Rights in the SaaS Services, Documentation, Hosted Environment, and all other confidential information provided by LiveVox hereunder.

     1.12 Personnel: With respect to you, each of your employees or independent contractors (not a competitor of LiveVox) under obligations of confidentiality and nondisclosure which you authorize to use the SaaS Services purchased and/or the SaaS Access Rights procured under this Agreement; with respect to LiveVox, each LiveVox employee under obligations of confidentiality and nondisclosure who perform on behalf of LiveVox under this Agreement.

     1.13 Privacy Laws: Laws, as applicable to personal data, concerning the regulation of the collection, processing, data security, and trans-border data flows, use of web-site cookies, email communications, use of IP addresses and meta-data collection.

     1.14 SaaS Access Rights: The type and quantity of SaaS access rights granted to Customer for use during the applicable Access Term.

     1.15 SaaS Services: The online services offered by LiveVox as more fully described in the Documentation, and all SaaS Access Rights (a.k.a Hosted Services).

     1.16 Scheduled Downtime: Any downtime scheduled to perform system maintenance, backup, and upgrade functions for the Hosted Environment.  LiveVox will provide Customer with a minimum of seven (7) days advance notice of Scheduled Downtime.

     1.17 Updates: Periodic improvements or additions to the SaaS Services, including Error Corrections and other changes to the SaaS Services, which may be provided, but excluding any new feature or substantial additional functionality available for the SaaS Service, which, in LiveVox’s sole discretion, is subject to additional fees.

2. Access Rights

During the Access Term, and solely for your internal business use, LiveVox grants to you a temporary non-exclusive, non- transferable, non-assignable, personal right to use the SaaS Services and related Documentation through internet access, up to the extent of the SaaS Access Rights. With respect to the Documentation, you may make a reasonable number of copies of the Documentation applicable to the SaaS Services as reasonably needed for your internal business use. The use rights provided under this Agreement do not grant any rights not explicitly expressed. All other rights and interests in LiveVox Intellectual Property are expressly reserved, owned by and remain vested in LiveVox and its third party vendors, and except for the limited use rights granted under this Agreement, you may not assert any right, title, or interest in or to any LiveVox Intellectual Property. Without limiting the foregoing, you acknowledge and agree that no rights or any other interests are provided to you with respect to: (i) rights in or to the Hosted Environment or SaaS Services beyond those rights specified, (ii) rights to provide access to or use of the Hosted Environment and SaaS Services to any other party, including, without limitation, any uses in the nature of a service bureau or application services provider, (iii) rights to obtain possession of copies of any component of the Hosted Environment or any software used to provide or perform the SaaS Services, and then only as expressly provided for in this Section, or (iv) representations, warranties or other third party beneficiary rights from any LiveVox third party vendor.

3. LiveVox Responsibilities

     3.1 Support: As part of the SaaS Services, during any Access Term and subject to payment of all fees, LiveVox will, either directly, or through its applicable third party vendor(s), provide support for the Hosted Environment and SaaS Services in accordance with the terms and conditions of this Section.

     3.2 Support and Updates: In addition to establishing and maintaining the Software within the Hosted Environment, LiveVox will maintain the components of the Hosted Environment with all current Updates that LiveVox deems necessary for the SaaS Services. LiveVox will use commercially reasonable efforts to implement any required Error Corrections. Customer Designated Employees will have access to LiveVox technical support personnel through LiveVox’s standard telephone, email and/or web support services during the support hours applicable to the specific SaaS Services subscribed to by Customer. 

     3.3 Uptime: LiveVox will use commercially reasonable efforts to ensure that the third-party Hosted Environment will be available 24 hours per day, 7 days per week, excluding any Scheduled Downtime events. Specifically excluded are voluntary down periods initiated by Customer; down periods due to force majeure events; or other events that are not under LiveVox’s control; internet unavailability; issues associated with Customer- provided hardware, software, and other equipment not provided by LiveVox or third party hosting service provider; downtime resulting from misuse by users and/or illegal third party activity (network intrusion attempts and virus attacks). This uptime does not apply to third party products.

     3.4 Customer Data: LiveVox acknowledges it receives no ownership or, except to the extent specified in this Agreement, other rights in any Customer Data, and all rights, title and interest in such Customer Data remain with you. LiveVox will not, and will not permit its third party vendor(s) to disclose Customer Data to any third party, or make any use of the Customer Data, unless authorized by you or LiveVox is required to do so by law or court order. You agree that LiveVox may: (a) use and disclose Customer Data in aggregate and anonymous form, and/or (b) use Customer Data for LiveVox’s internal business purposes, including without limitation, improving and/or creating enhancements to or new offerings related to the SaaS Services, and for purposes of planning, support, administration, and invoicing related to your use of the SaaS Services. You agree that you are solely responsible for: (x) obtaining any Customer Data and other information you provide while using the SaaS Services, (y) obtaining all rights and requisite consents necessary to collect and use the Customer Data, and (z) the accuracy, completeness, quality, integrity, legality, reliability, appropriateness, and copyright of all Customer Data. By providing any Customer Data or other information, you agree that you will not, and you represent and warrant that such information does not (i) violate any intellectual property rights, publicity rights, confidentiality, or trade secret rights, or any other legal or equitable rights; (ii) violate any law, rule, order, judgment, or regulation to which you or the Customer Data may be subject; and (iii) violate in any way your obligations under this Agreement. You acknowledge and agree that LiveVox is not responsible or liable for any unlawful, harassing, defamatory, privacy invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful, racially, ethnically, or otherwise objectionable information, or content, or information or content that infringes or may infringe any copyright, patent, moral right, trade secret, confidential information, trademark right or any other right of a third party. LiveVox may remove any violating content posted on the SaaS Services or transmitted through the SaaS Services, without notice to you.

4. Customer Responsibilities

     4.1 Passwords: All access codes and passwords are personal to the individual to which it is issued. You and your Personnel are responsible for maintaining the confidentiality and security of all access codes and passwords issued, and ensuring that each access code and password is only used by the individual authorized. To the extent LiveVox assigned you with administrative rights to create access codes and passwords for your Personnel, you are responsible for issuing such passwords.

     4.2 Use of SaaS Services: Customer is solely responsible for the actions of its Personnel while using the SaaS Services and the contents of its transmissions through the SaaS Services (including, without limitation, Customer Data), and any resulting charges. Customer agrees: (i) to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the SaaS Services, and shall not allow any of its Personnel or Data Subjects to access or use the SaaS Service in violation of any export embargo, prohibition or restriction, (ii) not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Hosted Environment, SaaS Services or another's computer; (iii) not to use the SaaS Services for illegal purposes; (iv) not to interfere or disrupt networks connected to the Hosted Environment or SaaS Services; (v) not to post, promote or transmit through the SaaS Services any unlawful, harassing, defamatory, privacy invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful, racially, ethnically or otherwise objectionable information or content of any kind or nature; (vi) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (vii) not to interfere with another customer's use and enjoyment of the SaaS Services or another entity's use and enjoyment of similar services; (viii) not to engage in contests, chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of email through or in any way using the SaaS Services; (ix) to comply with all regulations, policies and procedures of networks through which Customer connects to, or uses in connection with the SaaS Services; and (x) to provide any required notifications to Data Subjects, and obtain all rights and requisite consents from Data Subjects in accordance with all applicable data privacy and other laws in relation to the collection, use, disclosure, creation and processing of personal data, and in connection with these Terms and the use of the SaaS Services.

     4.3 SaaS Services Restrictions: Except as otherwise specified in these Terms, expressly permitted in writing by LiveVox, or otherwise cannot be precluded under mandatory applicable law, you must not, and must not permit any other party to: 

          A) Disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for, any part of the SaaS Services; adapt, modify, or prepare derivative works based on any of the LiveVox Intellectual Property; or use any of the LiveVox Intellectual Property to create any computer program or other material that performs, replicates, or utilizes the same or substantially similar functions as the SaaS Services;

          B) Alter, remove, or suppress any copyright, confidentiality, or other proprietary notices, marks or any legends placed on, embedded, or otherwise appearing in or on any LiveVox Intellectual Property; or fail to ensure that all such notices and legends appear on all full or partial copies of LiveVox Intellectual Property or any related material;

          C) Sell, sublicense, lease, assign, delegate, transfer, distribute, encumber, or otherwise transform any LiveVox Intellectual Property or any of the rights or obligations granted to or imposed on you hereunder.

     4.4 Customer Environment: You are responsible for the establishment of the Customer Environment necessary for your use of the SaaS Services. Additionally, you acknowledge and agree that LiveVox is not responsible for obtaining, licensing, or selling any hardware, peripherals or third-party software or interfaces needed to prepare or maintain the Customer Environment.

     4.5 Privacy Policies and Data Protection Notices: Customer will adopt, publish, and comply with Customer’s privacy policy and ensure that such privacy policy is compliant with the Privacy Laws applicable to the Customer’s use of the SaaS Services and how Customer collects, uses and discloses personal data to third parties, such as LiveVox (though, for the avoidance of doubt, LiveVox need not be specifically named in Customer’s policy(ies)).  Customer’s privacy policy must be sufficient to inform a Data Subject of the information collected by LiveVox on Customer’s behalf during use of the SaaS Services and Customer warrants and represents that LiveVox has the right to collect and process personal data on its behalf in order to permit LiveVox to provide the SaaS Services and that such collection and processing shall not violate the rights of Data Subjects or the Privacy Laws.