End User License Agreement and Terms of Service for VoipCor Contact Center™
This End User License Agreement and Terms of Service (“Agreement”) contain the terms and conditions upon which Alcor Consulting, Inc. (“Alcor”) provides VoipCor Contact Center™ (“Contact Center”) to customers (“Customer”). The Agreement further includes all Service Contracts between Alcor Consulting, Inc. and the Customer. To the extent there is any conflict between the Service Contract and this Agreement, the applicable terms of the Service Contract shall govern.
- 1.1. “Applicable Laws” means any applicable foreign, federal, state, local, or other law (statutory, common or otherwise), constitution, treaty, convention, ordinance, equitable principle, code, edict, decree, rule, order, requirement, regulation, guidance, executive order, or other similar authority issued, enacted, adopted, promulgated, implemented, applied, or otherwise put into legal effect by or under the authority of any governmental entity.
- 1.2. “Contact Center” has the meaning set forth in the preamble to this Agreement.
- 1.3. “Contact Center Materials” means any Documentation, support materials, knowledge base articles, instructions, marketing materials, or other materials provided in connection with Contact Center, regardless of form.
- 1.4. “Customer” has the meaning set forth in the preamble to this Agreement.
- 1.5. “Customer Data” means information provided by Customer to Alcor, including without limitation agent names, phone numbers, text messages, email addresses, skills, and work performance metrics. It shall also be defined as the contact history, which is a record of the transactions processed by Alcor. Items in contact history 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, e-mail, or other work items.
- 1.6. “Documentation” means documentation and similar materials concerning Contact Center that Alcor distributes generally to End Users licensed in connection with their subscriptions to Contact Center, including without limitation, manuals, descriptions, user and/or installation instructions, diagrams, printouts, listings, flowcharts and training materials, together with any modifications and updates of such materials.
- 1.7. “End User” means any Person that uses Customer’s subscription to Contact Center.
- 1.8. “Intellectual Property” means mean all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and “moral” rights; (c) the protection of trade and industrial secrets and confidential information; (d) other proprietary rights relating to intangible property; (e) trademarks, trade names and service marks; (f) a person’s name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).
- 1.9. “Marks” means United States and foreign trademarks, service marks, copyrights, patents, trade dress, logos, and product and service names.
- 1.10. “Party” or “Parties” means Alcor and/or Customer, as the case may be.
- 1.11. “Person” means any natural person or legal entity, regardless of form.
- 1.12. “Representatives” means, with respect to any Person, the officers, directors, employees, users, subcontractors, and agents of such Person.
- 1.13. “Alcor Marks” means Marks of Alcor.
- 1.14. “Service Contract” includes any single, multiple, or a combination of any Alcor written agreement(s) governing Customer’s subscription to Contact Center.
- 1.15. “Services” means products and related services listed on any Service Contract relating to Contact Center, with the exception of equipment.
- 1.16. “Service Term” means the time period specified in the Service Contract.
- 1.17. “Third Party Marks” means Marks of any third party.
2. Compliance with Laws.
- 2.1. Customer shall be solely responsible for complying with all Applicable Laws of the country or territory in which Customer uses Contact Center. In addition, Customer shall be solely responsible for all actions and omissions related to compliance with local, state, federal and international consumer protection and marketing laws, regulations, guidelines and industry standards including, but not limited to, the Federal Telephone Consumer Protection Act of 1991, Telemarketing Sales Rule, Do Not Call Registry, Mobile Marketing Best Practices, and Common Short Code Acceptable Use Policy. If Customer receives any notice or becomes aware of any violation of any law, statute, rule, regulation or ordinance by its subscription to Contact Center or the use thereof, Customer shall promptly notify Alcor of such notice or violation.
- 2.2. Alcor may amend all or any part of this Agreement to be in compliance with regulatory, legal, or service provider changes that affect Contact Center. Any such modifications and/or amendments to this Agreement shall become effective upon publication on Alcor’s website at http://alcorconsultinginc.com or via email notification to customer. Customer’s continued use of Contact Center following any such modification and/or amendment shall be deemed acknowledgment thereof and consent thereto.
3. Limited License.
- 3.1. Subject to the terms and conditions of this Agreement and effective only during the Service Term, Alcor grants to Customer a limited, personal, revocable, non-sublicensable, non-assignable, non-transferable, non-resellable, and non- exclusive right and license to use VoipCor Contact Center and any Contact Center Materials provided in connection therewith solely to operate Contact Center strictly in accordance with this Agreement. For the avoidance of doubt, nothing in this Agreement or in the Service Contract shall be construed to grant to Customer any right to reproduce, market, or distribute Contact Center or any of its documentation, or to use the same for any purpose other than its internal business purposes and by it and its Representatives.
- 3.2. Customer shall not: (a) attempt to reverse engineer, decompile, disassemble, or otherwise translate or modify Intellectual Property in Contact Center or any Contact Center Materials in any manner; (b) market, sell, assign, license, sublicense or otherwise transfer, transmit, or convey such Intellectual Property; (c) defeat, disable, or circumvent any protection mechanism related to Contact Center; (d) allow any service provider or other third party, with the exception of Alcor’s authorized maintenance providers who are acting solely on behalf of and for the benefit of Customer, to use or execute any software commands that facilitate the maintenance or repair of any product; or (e) permit or encourage any third party to do any of the foregoing.
- 3.3. During the Service Term and after termination of the Services for any reason, Customer shall not use any of the Intellectual Property in Contact Center or any Contact Center Materials for any use or purpose, except as expressly permitted under the Agreement to operate Contact Center during the Service Term, and Customer shall not disclose any of such Intellectual Property to any other person or entity.
- 3.4. All of Customer’s use of Contact Center and any Contact Center Materials is subject to any restrictions in this Agreement with respect to the number of seats, concurrent users, and unique accounts, use in a designated location, use in a designated environment, and use on designated hardware or other designated equipment.
- 3.5. Customer agrees not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to Contact Center, the Contact Center Materials, or any part thereof without Alcor’s prior written consent, to be granted or denied in Alcor’s sole discretion.
- 3.6. Alcor may immediately terminate any license granted to Customer if Customer uses Contact Center or any Contact Center Materials for any illegal purpose or in any way contrary to any law or regulation or in violation of this Agreement, tampers with or modifies Contact Center or any Contact Center Materials without Alcor Consulting’s prior authorization, or if Customer uses Contact Center other than for the intended use or purpose.
4. New Versions of Contact Center.
Alcor Consulting, in its sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to Contact Center. Customer acknowledges and agrees that Alcor Consulting has no obligation to make available to Customer any subsequent versions of Contact Center. Customer also agrees that it may have to enter into a renewed version of this Agreement if Customer wants to download, install, or use a new version of Contact Center.
5. NO 911 SERVICES OFFERED WITH CONTACT CENTER.
VoipCor CONTACT CENTER DOES NOT PROVIDE 911 OR E911 SERVICES TO CUSTOMERS.
5.1 If the customer wishes basic or enhanced 911 services a VoipCor PBX subscription will be required.
6. Customer’s Responsibilities.
- 6.1. Customer is solely responsible for any and all activities that occur with its subscription to Contact Center by its End Users, anyone using its subscription on Customer’s behalf with or without Customer’s permission, or by third parties due to acts or omissions of any of the foregoing Persons.
- 6.2. Customer agrees to do all of the following:
- 6.2.1. Abide by all Applicable Laws in its use of Contact Center, including but not limited to those regarding online behavior, acceptable content, and the transmission of equipment and information under applicable export laws;
- 6.2.2. Not 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 Contact Center or another’s computer, system, or network;
- 6.2.3. Not use Contact Center for illegal purposes;
- 6.2.4. Not interfere or disrupt networks connected to Contact Center;
- 6.2.5. Not post, promote, or transmit through Contact Center any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable material of any kind or nature;
- 6.2.6. Not to transmit or post through Contact Center any material that encourages conduct that could constitute a criminal offense or give rise to civil liability;
- 6.2.7. Not interfere with another user’s use and enjoyment of Contact Center or other Alcor services;
- 6.2.8. Not use the Contact Center to send unsolicited commercial e-mail (“UCE”) to any person (UCE includes any e-mail that is sent to a person whom Customer has no prior business relationship or who has not consented to receiving the communication, and any other e-mail communication that violates any Applicable Law prohibiting the transmission of spam);
- 6.2.10. Promptly notify Alcor Consulting in the event Customer learns of any violation of the foregoing or any use policy set forth in this Agreement in connection with Customer’s subscription to Contact Center.
7. Acceptable Use.
- 7.1. Customer’s and its End Users’ use of Contact Center is governed by the use policies set forth in the herein, and Alcor Consulting may avail itself of remedies therein for non-compliance.
- 7.2. Maximum allowable minutes per agent shall be 7,000 minutes on the USA/Canada “minutes included” plans. Maximum use policies are necessary to protect the provider from abuse. Minutes beyond the maximum will be billed at the current rate.
Minutes are pooled among agents.
- 7.3. In addition, Customer and its End Users shall not use Contact Center in any of the following ways (Alcor Consulting may avail itself of any legal remedies available for violation of its use policies):
- 7.3.1. In any way that violates Applicable Law (including, but not limited to, laws prohibiting transmission of unsolicited e-mail or fax advertisements or laws on obtaining third-party consent for call recording);
- 7.3.2. To infringe the rights of others;
- 7.3.3. To interfere with other users, agents, services, or equipment of Contact Center;
- 7.3.4. To send unsolicited commercial e-mail in violation of Applicable Laws;
- 7.3.5. To transmit any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature;
- 7.3.6. To transmit any material that encourages conduct that could constitute a criminal offense under Applicable Law; or
- 7.3.7. To violate the Intellectual Property of others
8. Proprietary Rights.
- 8.1. Customer Data. As between Alcor and Customer, all title and Intellectual Property rights in and to the Customer Data is owned exclusively by Customer. Customer hereby grants a royalty-free, fully paid-up, worldwide, limited, non-assignable, non- sublicensable right and license to Alcor and its affiliates and subcontractors to copy, duplicate, transmit, process, and use Customer Data to provide services to Customer in connection with Customer’s subscription to Contact Center.
- 8.2. Alcor’s Intellectual Property Rights
- 8.2.1. Customer agrees that all rights, title and interest in and to all Intellectual Property in Contact Center and any Contact Center Materials are owned exclusively by Alcor or its licensors. Except as provided in this Agreement, the limited license granted to Customer does not convey any rights in the Contact Center or any Contact Center Materials, express or implied, or ownership in the Contact Center, any Contact Center Materials, or any of Alcor’s or its licensors’ Intellectual Property.
- 8.2.2. Customer hereby grants Alcor a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Contact Center or any Contact Center Materials any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Representatives relating to Contact Center.
- 8.2.3. Customer agrees not to display or use the Alcor Marks in any manner without Alcor’s express prior written permission, to be granted or denied in Alcor’s sole discretion. Any use of Alcor Marks will be governed by Alcor’s then-current policies on its trademark and logo usage. Third Party Marks are the property of such third parties. Customer is not permitted to use these Third-Party Marks without the prior written consent of such third party that owns the Third-Party Marks.
- 8.2.4. Any rights not expressly granted herein are reserved by Alcor or its licensors.
9. Theft of Services; Notice to Alcor.
Customer is responsible for monitoring Customer’s use of Contact Center for possible unlawful or fraudulent usage. Customer shall notify Alcor immediately if Customer becomes aware or has reason to believe that its services through Contact Center are being stolen or fraudulently used. Customer acknowledges and agrees that Customer’s failure to notify Alcor may result in the termination of Services and additional charges to Customer. Alcor shall not be liable for any damages whatsoever resulting from fraudulent or unauthorized use of Customer’s account. Customer shall be liable for all use of Contact Center through its subscription, including any and all stolen Services or fraudulent use of Contact Center.
10. Data Storage and Management.
· 10.1. Alcor stores only the information required to operate the Contact Center platform for the customer. Alcor does not collect personal data, as Contact Center is a business platform not intended for consumer use. Customer uploaded data is the responsibility of Customer; however, Alcor will not use this data for any purpose.
· 10.2. Personal data may be stored in the form of voicemail message recordings. The customer has the option of using encryption to safeguard recordings. These recordings can be accessed only by authorized personnel of Customer who are granted login access to Contact Center. Customer and its authorized agents can download recordings, at which point Customer is responsible for data security.
· 10.3. Data Retention Voicemail recordings will be retained on the server for a period of (3) years, at which point they will be deleted by Alcor. Notification of pending deletion will be sent 60 and 30 days prior to deletion. Customer is free to download any recordings/data from the platform for permanent storage. Longer retention times can be requested by contacting Alcor support. There may be an additional fee for maintaining longer retention times.
· 10.4. During the Customer’s use of Contact Center, personal data managed by Customer may be stored on our server. Such data can include contact lists uploaded by Customer. Alcor WILL NEVER view or use this information except at Customer’s request in the process of providing technical support in the use of Contact Center.
· 10.5. Alcor will implement policies and procedures which are necessary to obtain and maintain HIPAA compliance.
· 10.6. Alcor will implement policies and procedures which comply with the data privacy and security requirements outlined by the GDPR.
· 10.7. Customer may be required to review and acknowledge updated privacy and data management terms as processes change.
11. Additional Terms for SMS Usage.
- 11.1. SMS usage may be subject to fees and charges imposed by third-party wireless service providers under contractual mobile plans. Text messaging and wireless service are not available in all areas.
- 11.2. Customers who send text messages to “opt-in” lists must have a method of confirming or verifying subscriptions and be able to show evidence of subscriptions for users who complain about unsolicited text messages. Customer is also required to process opt-out requests within one (1) business day.
- 11.3. Customer will not initiate an outbound text message unless it has received consent. Examples of permissible situations where Customer may properly send an outbound text message include, but are not limited to:
- 11.3.1. Customer sends a text message to patron while on a call with patron’s consent;
- 11.3.2. Customer sends a text message in response to patron’s text message; or
- 11.3.3. Customer sends a text message through the IVR in response to patron’s consent.
12. Billing and Payment Policies.
- 12.1. Monthly subscription bills are generated and distributed toward the end of the customer’s billing cycle to be paid by the due date specified on the bill.
- 12.2. Contact Center subscription is paid “up-front”, meaning that the bill received is for upcoming billing cycle.
- 12.3 Late Payments - If payment is not received by the due date, Alcor may suspend service. Additionally, a late fee of $5.00 USD may be added to the next bill for each agent on the platform. Late fees can be applied for bills not paid within 7 days of the due date.
- 12.4 Inactive Status – Customer may voluntarily place the account in an “inactive status” and pay a base fee of $25.00 per agent per month (up to a maximum of $125.00). This mode allows the customer to suspend operations for a period of time but maintain the account data and configuration. Customer must give 30-day notice of intent to utilize this feature. The account can be placed back in normal operation by written request of the customer at any time. The normal bill will be sent for the upcoming billing cycle, but if the account is set back to normal mode during a cycle, there will be an additional pro-rated bill to finish out the current cycle.
- 12.5 Under the monthly subscription, customer may purchase additional agent seats by submitting an order request to Alcor. Additional seats purchased for immediate use will be prorated for the current billing cycle.
- 12.6 Account Suspension means that the customer will not have access to the service, and late penalties may be charged. After 30 days in suspension, Alcor will notify customer that the account may be deleted.
- 12.7 Customer may cancel the monthly subscription at any time with a 30-day notice. Without such notice, the account would be considered in a late/suspended status.
Customer should download all required call recordings and voicemails prior to cancelllation. After the account is cancelled, recordings may be requested for a fee. Note that even when an account is cancelled, call recordings remain available for 1 year beyond the cancellation date.