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The necessary fine print details...
PROTECTING YOUR PRIVACY – OUR COMMITMENT
NUWAVE AND YOUR PRIVACY
Regardless of whether you are our customer, a visitor to one of our various NUWAVE websites, or someone we deal with in our day-to-day business, protecting your privacy is important to us and is a responsibility that we take very seriously.
This Policy applies to the different legal entities comprising the NUWAVE group, each of which may process your personal data. References to “Customer”, “You” or “Your” in this document shall include the Customer, Reseller and their end users. References to “NUWAVE”, “We”, “Our or “Us” in this Policy refer to the relevant company within the NUWAVE group that is responsible for processing your personal data, as indicated in any contract for products or services you may hold with us.
Additional information on our personal data practices may be provided in contractual agreements, supplemental privacy statements, or notices provided to you prior to or at the time of collection of your personal data. For the purposes of this Policy, any reference to “Services” is a reference to all the products and services offered by NUWAVE, whether available online or offline, and any reference to “Sites” is a reference to any of the NUWAVE websites (including any NUWAVE cloud application websites), whether operated under the banner of NUWAVE or a brand name that we own.
Our use of your personal data is governed by this Policy as it may be updated from time-to-time. The most up to date version of the Policy will always be available at https://www.nuwave.com/policies/#policies . Your use of our Sites or Services, and any dispute over privacy, is subject to this Policy and our Terms of Service (which are incorporated by reference into this Policy) and any written contract for Services between you and us or any person who provides you with access to our Services. Depending upon your interactions with NUWAVE, other terms may also be applicable to you and our use of your personal data.
PERSONAL DATA WE COLLECT ABOUT YOU AND HOW WE COLLECT IT
Account Information: Contact and related information that allows us to communicate with you. We obtain this information when you order or register to receive any of our Services or information about our Services. We collect or receive information from you when you sign up for our Services, create an online account with us, make a purchase, request details or a call back, submit a technical, customer or billing support request, participate in a contest or survey, provide us with feedback or otherwise contact us. The type of information that we collect depends on your interaction with us, but may include, your name, address, telephone number (business or personal), email address (business or personal), postal/billing address (business or residential), and any other information that you choose to provide or is necessary for us to provide Services to you.
Billing Information related to your commercial and financial relationship with us, such as the services we provide to you, the telephone numbers you call and text, your payment history, your credit history, your credit card numbers, security codes and your service history.
Technical and Usage Information related to the Services we provide to you, including information about how you use our networks, services, products or websites. Some examples include:
- Equipment Data: Information that relates to and identifies the equipment on our and your networks that you may use or with which you interface for the Services you are receiving. Information might include equipment type, device identifiers, device status, serial numbers, settings, configuration, and software type.
- Network Performance and Service Usage: Information about the operation of the equipment, Services and applications you use on our networks or platform. Examples of this might include: call records including where a call was made from and to as well as its date, time, duration and cost (but excluding the content of the calls); the number of text messages sent and received; voice minutes used; bandwidth used and similar information (though We also collect information like transmission rates and delays, data associated with remote monitoring services and security characteristics, and information about your use of our interconnected voice over internet protocol (VoIP) services (including services purchased offline).
- Location, direction and journey information: this will be collected based on any connected device you may use our Services on. It includes your ZIP/postal code and street address, as well as the whereabouts of your device. Location Information is generated when your device communicates with cell towers, Wi-Fi routers or access points and/or with other technologies. Any connected device that you own, or which is otherwise linked to you will generate such information that will then be associated with you.
We may collect the above personal data in the course of providing Services to you or to someone who has provided you with access to our Services. We may obtain this information in a number of ways, for example:
- directly from you: for example, when you make a purchase or provide your details in order to subscribe to our Services, submit a web enquiry or set up an account with us;
- automatically: when personal data is generated through your use of our Services or our Sites; and
- from third party sources: we sometimes collect personal data about you from trusted third parties, in connection with Services that we provide to you or propose to provide to you, where appropriate and to the extent we have a justified basis to do so. These include fraud-prevention agencies, business directories, credit check reference/vetting agencies and connected network providers. Anyone who provides you with access to your Services may also provide us with your personal data in that context.
We may combine the personal data that we receive from such other sources with personal data you give to us and with information we automatically collect about you, for example where we need to run a credit check, and then compile a profile of you based on the credit check data and the personal data you have provided.
HOW DO WE USE THE PERSONAL DATA WE COLLECT?
We set out below some of the ways in which we process personal data:
- to fulfil obligations under contract. This includes providing our Services to you; to communicate with you about your use of our Services; to obtain and process payment from you and to fulfil your orders for Services and any obligations on us relating to those services;
- for the purpose for which you specifically provided the information to us, including, to respond to your inquiries, to provide any information that you request, to address technical support tickets, and to provide customer service support;
- to make our Services and communications more relevant to you, including generating customer profiles, delivering customized content to you, to offer location customization, personalized help and instructions, and to otherwise tailor your experiences while using our Sites or our Services;
- to better understand how customers and other third parties access and use our Sites and Services, both on an aggregated and individualized basis;
- to administer, monitor, improve and customize our Sites and Services, for our internal operations, including troubleshooting, network management and network optimization, research and analytical purposes, so that we can provide our customers with a better customer experience;
- to investigate, prevent or take action regarding illegal activities, fraud, threats to our property or personnel and violations of our Terms of Service and/or applicable law and also to meet our legal and regulatory obligations;
- to notify you about our new product releases and service development, alerts, events, updates prices, terms, special offers and associated campaigns and promotions (including via newsletters). Therefore, we and selected third parties may use your personal data to send you marketing communications about products and services based on your preferences and interest. You have a choice and can object to our use of your personal data for marketing purposes. When we are required by law to do so, we will obtain your consent before using your personal data for marketing purposes. If you do opt out, we will stop sending you marketing communications, but we will continue sending you non-marketing communications that relate to the Services you are using (for example billing information, software/portal update communications, password resets etc);
- if you attend an event, we may process information about you gathered in relation to the event and may share information about your attendance with your company. We may also permit designated event partner or conference sponsors to send you communications related to the event if you have shared your contact information at the event. Please note that sponsors from other companies may directly request information about you at their conference booths or presentations, and their use of your personal data that you provide to them will be subject to their privacy policies;
- to assist us in advertising our products and services in various mediums including, sending promotional emails, advertising our services on third party sites and social media platforms, direct mail, and by telemarketing;
- where we ask you for specific consent to a use of your personal data, we will use it in the ways we explain at the time of obtaining that consent; and
- in any way required by law, regulation or the public interest such as in response to requests or orders by government or law enforcement authorities conducting an investigation or to respond to an emergency. This use may require us to disclose your personal data including contact details and/or information about your usage of our Services to relevant authorities or to block, intercept or otherwise interfere with your use of our Services and any personal data generated by that usage. Achieving a balance between, on the one hand ensuring protections for the privacy and other fundamental human rights that may be exercised through use of our Services and, on the other, the exercise of lawful investigatory powers for the public good on the other can be complicated. We do not accede to such requests without careful consideration of all the circumstances. Even where we are legally obliged to disclose personal data, we will give careful consideration to the extent to which doing so will infringe on the fundamental rights, including the right to privacy, of any person whose personal data is to be disclosed or intercepted and we take whatever steps are practicable to mitigate and minimize any such infringement.
WHAT IS THE JUSTIFICATION FOR THESE USES?
In the EU, our justification (sometimes referred to as “legitimate” or “lawful basis” legal basis) for processing any particular category of personal data will vary depending on the information itself, our relationship with the subject of the personal data, the Service being provided, the specific legal and regulatory requirements of the country in which the Services are being provided, the personal data processed and many other factors. Subject to modifications in specific countries, the legal bases for our processing are as follows:
In order to communicate adequately with you as a user of our Services and to respond to your requests, we need to process information about you and therefore have a legitimate interest in processing this information to ensure the efficient and effective operation of our business;
In order to engage in transactions with customers, suppliers and business partners, and to process purchases and effect installation of our products and deliver Services, we need to process information about you as necessary to enter into or perform a contract with you;
We process personal data for marketing and sales activities based on your consent, where it is required and so indicated on our sites or at the time your personal data is collected, or further to our legitimate interest to market and promote our products and services;
We rely on our legitimate interests to process personal data and other information in order to analyze, develop, improve and optimize our Sites, products and Services, and to maintain the security and integrity of our Sites, network and systems. We also have a legitimate interest in using your personal data in connection with legal claims, compliance, regulatory and investigative purposes as necessary or because applicable laws (including telecommunications laws), regulations or the public interest require us to, such as to comply with legal processes, law enforcement or regulatory authorities or to assist in the prevention, detection or prosecution of crime or to process an opt-out request.
We have carried out balancing tests for all the data processing we carry out on the basis of our legitimate interests and which we have described above. You can obtain information on any of our balancing tests by contacting us using the details set out in this Policy. In all other countries (except in the EU or in jurisdictions where similar EU type requirements exist), our justification for processing your personal data will be based on your consent and/or acceptance of the Terms of Service and this Policy. In all situations, where you withhold any personal data requested by us, we may not be able to provide you with certain Services or parts of Services or functionality.
WHEN DO WE SHARE OR DISCLOSE THE PERSONAL DATA WE COLLECT?
Subject to obtaining your consent as may be required in some jurisdictions, we may share or disclose your personal data as necessary for the purposes described above and as further detailed below:
- Corporate Affiliates. We may disclose the personal data we collect from you to our corporate affiliates. Where permitted by law and with your consent where required, our affiliates may use your information for the purposes indicated in this Policy, including to market their products and services to you. In processing your personal data, our affiliates follow practices at least as protective as those described in this Policy.
- Business, Sales and Marketing Partners. We may offer some of our Services together with or through third parties who may be system integrators, resellers, solution partners, network partners and affinity organizations. If we do so, we will need to share your personal data with these third parties to assist in providing and marketing that Service to you, as well as to enable the third parties to market their own products and services to you (with your permission, if required). We may also share your personal data with companies that are system integrators, resellers, solution partners, network partners and affinity organizations, and whom we believe might offer products and services of interest to you (again with your permission, if required).
- Third-Party Service Providers. We employ other companies and individuals to perform functions that are necessary for the provision of the Services or for any of the purposes described above. Examples include: where permitted, jointly offering a product or service, sending communications, processing payments, assessing credit and compliance risks to give you access to our Services, fraud and financial crime prevention detection and prosecution, analyzing data, providing marketing and sales assistance (including advertising and event management), customer relationship management, providing training, these third parties include; system integrators, resellers, solution partners, network partners, affinity organizations, third party vendors, service providers, contractors or agents, and other carriers or providers that we may disclose personal data to where necessary to provide our Services or fulfil your requests or orders, as well as entities that provide website hosting, service/order fulfilment, customer service, and credit card processing, effecting payments, among others. These third-party service providers have access to personal data needed to perform the functions we have entrusted to them but may not use it for other purposes where they process your personal data on our behalf. Whenever we share personal data with third parties, we take steps to ensure that third party contracts contain appropriate protections for your personal data.
- Business Transfers. If we are acquired by or merge with another company, or if substantially all of our assets are transferred to another company (which may occur as part of bankruptcy proceedings), we may transfer your personal data to the other company. We may also need to disclose your personal data before any such acquisition or merger, for example to our advisers and any prospective purchaser’s adviser.
- Legal Protection and in Response to Legal Process. We may disclose the personal data we you hold about in order to comply with applicable law, in response to or to pursue judicial proceedings, court orders and in other legal processes. We may also disclose, transfer or share it when we believe in good faith that disclosure is necessary: to protect or enforce our rights; protect your safety or the safety of others; investigate or prevent fraud; to respond to government requests – including from government and national or international law enforcement authorities outside of your country of residence – or for national security, public safety and/or law enforcement purposes. Personal data shall only be disclosed when we in good faith believe that we are obliged to do so in accordance with the law or that there are compelling reasons of public interest for us to do so. This will only be after a careful evaluation of all legal requirements and other relevant considerations, including any infringement on the fundamental rights to privacy or freedom of expression that might be impacted by the disclosure.
- Sharing Aggregated and De-Identified Information. We may use your personal data to create aggregated and anonymized information which we may share with third parties. Nobody can identify you from that anonymized information. In other circumstances we may pseudonymize your personal data before sharing it with a third party so that we can re-associate you with the information once it has been processed and returned to us. Whilst the third party will not be able to identify you from the pseudonymized information, we will still be able to. We treat pseudonymized data as though it were personal data and ensure the same level of protection for it when sharing with third parties.
INTERNATIONAL TRANSFER OF PERSONAL DATA
Personal data held by NUWAVE is stored on and processed on computers situated in the United States, United Kingdom, the EEA, and in other jurisdictions. NUWAVE and/or our service providers also process data in some other countries for customer care, account management and service provisioning.
If you are an EEA resident, your personal data held by NUWAVE may be transferred to, and stored at, destinations outside the EEA that may not be subject to equivalent data protection laws, including the United States. When you sign up for service with NUWAVE or inquire about our services, we transfer your information to the United States and other countries as necessary to perform our agreement with you or to respond to an inquiry you make. It may also be processed by staff situated outside the EEA who work for us or for one of our suppliers.
Subject to obtaining your consent as required in some jurisdictions, NUWAVE may transfer personal data across national borders in running our business and delivering the Services. In doing so, your personal data may be transferred to and processed by other NUWAVE entities and/or unrelated third parties outside of the country where you are located or where the personal data was collected.
For relevant jurisdictions only (e.g. Mexico, Russia, China and Argentina): By using the Services, you expressly agree to the transfers of personal data to third countries where this requires your consent.
THIRD-PARTY AD NETWORKS
We may use third parties such as network advertisers to display advertisements about NUWAVE on third party websites. Network advertisers select and display advertisements on third-party sites, based on your visits to our Sites as well as to other websites. This enables us and these third parties to tailor advertisements by displaying ads for products and services in which we believe you might be interested.
You may opt-out of many third-party ad networks, including those operated by members of the Network Advertising Initiative (“NAI”), the Digital Advertising Alliance (“DAA”), or, in Europe, the European Interaction Digital Advertising Alliance (“EIDAA”). For more information regarding this practice by NAI, EIDAA members and DAA members, and your choices regarding the use of this information used by these companies, including how to opt-out of third-party ad networks operated by NAI, DAA, and EIDAA members, please visit their respective websites: www.networkadvertising.org/optout_nonppii.asp, www.aboutads.info/choices, and www.youronlinechoices.com. Please note that, should you opt out, you will continue to see advertising however it will not be tailored to your interests.
COMMUNICATIONS AND MARKETING
Where permitted by applicable law and, if required, with your consent, we may send periodic promotional or informational emails to you. You may opt-out of such communications by following the opt-out instructions contained in the e-mail or other communication you have received. Please note that it may take up to 10 business days for us to process opt-out requests. If you opt-out of receiving emails about recommendations or other information we think may interest you, we may still send you non-marketing communications about your account or any Services you have requested or received from us.
USER GENERATED CONTENT
We may invite you to post content on our Sites, including your comments, pictures, and any other information that you would like to make available on our Sites. If you post content to our Sites, the information that you post will be available to other visitors to our Sites. If you post your own content on our Sites or Services, your posting may become public and we cannot prevent such information from being used in a manner that may violate this Policy, the law, or your personal privacy.
Our Sites and our online Services may contain links to third-party websites. Any access to and use of such linked websites is not governed by this Policy, but instead is governed by the privacy policies of those third-party websites. We are not responsible for the information practices of such third-party websites neither do we have any control over information that is submitted to or collected by, these third parties.
Our Sites may include social media plugins such as “like” and “share” buttons. By clicking on such a plugin, the data you want to “like” or “share” will be provided to the relevant social media site. We are not responsible for the practices of such third-party social media sites once you have clicked on any such “like” or “share” button.
At NUWAVE, security is our highest priority. We design and deliver our systems and Services with your security and privacy in mind. We maintain a wide variety of compliance programs and accreditations that validate our security controls. To prevent unauthorized access, maintain data accuracy and ensure the correct use of information, we have put in place physical, electronic, and managerial procedures to safeguard and secure the personal data we collect through our Sites and in the provision of our Services. We have put in place reasonable controls (including physical, technological and administrative measures) designed to help safeguard the personal data that we collect via the sites. No security measures are perfect, however, and so we cannot assure you that personal data that we collect will never be accessed or used in an unauthorized way, which may happen due to circumstances beyond our reasonable control. We have put in place procedures to deal with a suspected personal data breach, and we shall notify you and any applicable regulator of a breach where we are legally required to do so. If you have a user name and password to access our Services, you should take steps to protect against unauthorized access to your password, phone and computer by, among other things, signing off after using a shared computer, choosing a robust password that nobody else knows or can easily guess, and keeping your log-in and password private. We are not responsible for any lost, stolen or compromised passwords, or for any activity on your account via unauthorized password activity or other security breach caused by you.
WHAT RIGHTS DO I HAVE IN RELATION TO MY PERSONAL DATA?
Under the law of many countries, you have certain rights in relation to your personal data that is held by us and we respect and observe these rights. Such rights may include the rights to: ask us to confirm that we are processing your personal data, ask us for a copy of your personal data (including information regarding who we share your personal data with); to correct, delete or restrict (stop any active) processing of your personal data; to limit the use and disclosure of your personal data; and to ask us to share (port) your personal data to another person, such as another provider of telecommunications services.
In addition, in certain countries you can object to the processing of your personal data in some circumstances (in particular, where we don’t have to process the data to meet a contractual or other legal requirement, or where we are using the data for direct marketing). Where applicable, you can also withdraw the consent you have given us to process your personal data and request information on the consequences of not providing such consent.
These rights may be limited, for example: if fulfilling your request would reveal personal data about another person; where it would infringe the rights of a third party (including our rights); or if you ask us to delete information which we are required by law to keep or have compelling legitimate interests in keeping.
NUWAVE shall immediately inform you if in our reasonable opinion, your instruction infringes the Applicable Data Protection Legislation. NUWAVE is not responsible for performing legal research and/or for providing legal advice to you.
To exercise any of these rights, to raise any concerns about our privacy practices, or to obtain other privacy related information, you can get in touch with us, see our contact details above. If you have unresolved concerns, you may have the right to complain to your relevant national data protection authority. For example, in the UK this is the Information Commissioner’s Office (ICO) – https://ico.org.uk/make-a-complaint/. Please do contact us before making such a complaint however as we would appreciate the opportunity to investigate and address your concerns first.
Special Information for Residents of California, USA
As described in this Policy, we may make your personal data available to third parties for their marketing purposes. If you do not want us to share your personal data with third parties, you may opt-out of this information sharing by emailing us at email@example.com .
If you are a California resident, then, subject to certain limits under California law, you may ask us to provide you with a list of certain categories of personal data we have disclosed to third parties for their direct marketing purposes during the immediately preceding calendar year as well as the identity of those third parties. To make such a request, residents of the State of California may email us at firstname.lastname@example.org .
HOW LONG WILL YOU RETAIN MY PERSONAL DATA
We retain personal data for as long as and/or for no longer than we are permitted to do by applicable law, regulation, tax or accounting practice or the terms of any governmental telecommunications licenses or authorizations to which we may be subject. We also delete personal data in accordance with any contractual obligations that we may be subject to (for example if we are processing personal data on behalf of one of our customers rather than for our own business purposes).
Where maximum or minimum data retention periods are not otherwise stipulated, we determine appropriate retention period for the personal data by considering: the amount, nature and sensitivity of the personal data contained in the records; the potential risk of harm from unauthorized use or disclosure of personal data; the purposes for which we process the personal data and whether we may be able achieve those purposes through other means; whether the personal data can be permanently and effectively anonymized; the security measures in place in relation to that personal data and any other relevant factors.
HOW TO CONTACT US
For any questions about this Policy or our data protection practices or to exercise any rights you may have in relation to your personal data under applicable law, please contact us at email@example.com or write us via mail/courier to:
Attn: Legal Compliance – Data Protection and Privacy
8275 South Eastern Ave, Suite 200
Las Vegas, Nevada 89123
CHANGES TO THIS POLICY
NUWAVE regularly reviews and may make changes to this Policy from time-to-time. To ensure that you are always aware of how we use your personal data we will update the online version of this Policy from time-to-time to reflect any changes to our use of your personal data. NUWAVE may also make changes to comply with developments in applicable law or regulatory requirements. Where it is practicable, NUWAVE will notify you by other means prior to changes materially affecting you such as by posting a notice on our Sites or sending you a notification. However, we encourage you to review this Policy periodically to be informed of any changes to how we use your personal data.
We have updated our Number Porting Policy – Last updated December 20, 2021.
References to “Customer”, “You” or “Your” in this document shall include both the Customer and its end users.
NUWAVE works with third party carriers who, on our behalf, ports telephone numbers in accordance with applicable Regulatory Rules and Industry Guidelines. Our third-party carriers and regulators require very specific and detailed information and requirements when completing a port request. Please be informed that You may be required to provide such detailed and specific information to complete a port request.
If You are porting your number in from another carrier, please follow the instructions for Inbound Number Porting. If You would like to port your NUWAVE number out to another carrier, please follow the instructions for Outbound Number Porting.
Inbound Number Porting
IMPORTANT: YOU MUST KEEP YOUR PREVIOUS SERVICE ACTIVE IN ORDER TO PORT YOUR NUMBER TO NUWAVE.
Check to see if your number can be ported into NUWAVE by entering your number into our online verification system.
NUWAVE’s online verification system will immediately conduct a validity search to verify portability. A validity search will determine if your telephone number can be ported into NUWAVE. Certain numbers are not supported by our regional calling network and/or certain providers will not port numbers, therefore, these numbers cannot be ported. If your number can be ported, You will receive a message on your computer screen that your number can be ported, and You will be immediately directed to fill out an online Letter of Authorization (“LOA”). If your number cannot be ported, NUWAVE will notify You on screen that your number cannot be ported.
Upon verification of portability, NUWAVE will notify You on-screen that your number can be ported. You must then submit an LOA to NUWAVE, authorizing your previous service provider to port your number to NUWAVE. You may submit an online LOA and submit your LOA in PDF format via email or fax to NUWAVE’s porting department as detailed on the LOA. Please be advised that if You do not fill out the information on the LOA properly, your porting request will be rejected. Most providers accept digital signatures on the LOA to port numbers; however, some providers require a handwritten signature on the LOA to port your number. If your previous provider requires a handwritten signature on the LOA, NUWAVE will notify You via email and request that You fax or email us a copy of your signed LOA.
Depending on the type of number You are trying to port in, NUWAVE may notify You via email that You are required to fax or email to NUWAVE a copy of your bill from your previous provider to verify your customer and account information.
For Toll Free number porting requests, You must fax or email (i) a copy of your LOA with a handwritten signature and (ii) a copy of a billing statement from your previous provider. Local and business numbers. For local and business number porting requests, You may be required to provide a copy of your billing statement and/or a copy of your LOA with a handwritten signature.
If You would like to ensure that your port is processed as quickly and efficiently as possible, You may also upload, fax or email to NUWAVE a copy of your CSR (customer service record). You may request a copy of your CSR from your previous provider. If You cannot obtain a CSR from your previous provider, You may request your previous provider to send a letter on company letterhead that lists your account number, billing telephone number, service location address and specific numbers You are porting.
The following information must be listed on your bill, LOA or CSR to verify your customer and account information:
- Number(s) You are asking to port
- Your Name
- Address – both billing and service addresses (if your address is a P.O. Box, please provide NUWAVE with an additional physical location address where the number resides)
If there are additional numbers on your account with the previous provider other than the number to be ported, You must contact your previous provider’s porting department and tell them whether You intend to retire those numbers when canceling service.
NUWAVE will then submit your LOA to your previous provider and wait for approval to port your number. You will be notified by NUWAVE via email if your previous provider requires additional information and/or corrections to your LOA before NUWAVE can port your number. When NUWAVE receives approval to port your number from your previous provider, we will begin porting your number.
Generally, inbound porting requests will be completed within ten (10) business days after NUWAVE receives your LOA, provided that there are no issues with your LOA or otherwise. Please be advised that for small service providers, inbound porting requests can take up to thirty (30) business days to port. If You have not received response regarding your LOA within fourteen (14) business days or You have any questions regarding our Number Porting Policy, please follow the instructions to contact Customer Support at https://www.nuwave.com/contact-us/
Outbound Number Porting
IMPORTANT: YOU MUST KEEP YOUR NUWAVE SERVICE ACTIVE IN ORDER TO PORT YOUR NUMBER TO YOUR NEW PROVIDER. NUWAVE cannot guarantee that your NUWAVE number will be held for porting if You cancel your NUWAVE service prior to receiving confirmation that your number has been successfully ported.
Request an LOA from your new provider.
Submit your LOA to your new provider.
Your new provider will notify NUWAVE or our third party carrier of your number porting request and NUWAVE will verify your account information. NUWAVE requests that You pay all outstanding invoices and/or charges on your account before we port out your number. NUWAVE will send an email notification to You of all such outstanding charges.
Upon verification of portability, NUWAVE will notify your new provider that your NUWAVE number may be ported.
You must notify NUWAVE that your number has been successfully ported to ensure that your number is removed from our database.
You must notify and confirm cancellation of your NUWAVE service. After You confirm that your NUWAVE service has been canceled, NUWAVE will no longer bill You for NUWAVE services. YOU MAY CONTINUE TO BE BILLED IF YOU DO NOT CANCEL YOUR NUWAVE COMMUNICATIONS SERVICE AFTER YOUR NUMBER HAS BEEN PORTED.
Generally, Outbound porting requests will be completed within ten (10) business days after NUWAVE receives your LOA from your new provider. If You have not received response regarding your port request within fourteen (14) business days or You have any questions regarding our Number Porting Policy, please follow the instructions to contact Customer Support at https://www.nuwave.com/contact-us/
NUWAVE reserves the right to modify this Number Porting Policy at any time without notice. In most cases, NUWAVE will attempt to notify you, our Customer, of any such modifications either via e-mail or by posting a revised copy of the Number Porting Policy on our website.
(“Emergency Service Policy”)
We have updated our Emergency Service Policy – Last updated December 20, 2021.
Emergency Services calling operates differently with NUWAVE’s SIP/VoIP based VOICE CALLING SERVICES (“NUWAVE VOICE SERVICES”) than on traditional telephone services. It is important that you understand these differences and communicate them to all users with NUWAVE Voice Calling Plan Services. Customer acknowledges and agree that you have read and understand the differences in our Emergency Services calling and will provide this notice to each End User utilizing the NUWAVE Voice Calling Plan Services.
REFERENCES TO “CUSTOMER” OR “YOU” OR “YOUR” IN THIS DOCUMENT SHALL INCLUDE BOTH CUSTOMER AND ITS END USERS.
- IMPORTANT EMERGENCY SERVICES CALLING LIMITATIONS AND REQUIREMENTS (ALL COUNTRIES):
- Non-Traditional Emergency Services Calling Acknowledgement. Customer acknowledges that NUWAVE’s emergency services calling is different in important ways from traditional landline and mobile/wireless emergency services dialing, depending upon where the Customer is located, the voice calling plan and the device(s) used with the NUWAVE Voice Services. The Customer affirmatively acknowledges that they have reviewed and accept the potential limitations arising from the delivery of Emergency Calling Services described herein when using the NUWAVE Voice Services.
- Emergency Service Calling Availability Limitations. Customer acknowledges that the Emergency Services Calling may not be available in the following events:
- Service Interruption. In the event of power, network, or Internet outages (including congestion), or if a service is disconnected or suspended due to non-payment, Customer may experience a failure, disruption or delay in contacting emergency services. NUWAVE recommends that Customer maintains an alternative phone service (such as a mobile phone) to ensure access to emergency services during any service interruption.
- Power Failure or Disruption: Emergency dialing will not function in the event of a broadband, power, satellite or ISP Service failure or disruption. If there is an interruption in the power supply, a power surge or a power failure, the Voice Calling Service and emergency dialing will not function until power is restored. A power failure, power surge or power disruption may require Customer to reset or reconfigure equipment prior to using the Voice Calling Service or being able to make emergency calls.
- Service Suspension or Termination by NUWAVE: A Service outage or suspension (including, without limitation, suspension of Service due to billing issues or delinquent or unpaid invoices) or termination of Service by NUWAVE will prevent ALL Service, including the ability to make emergency calls.
- Other Service Outages: If there is a Service outage for ANY reason, such outage will prevent ALL Service, including the ability to make emergency calls.
- Correctness of Information: Customer is responsible for providing, maintaining, and updating correct contact information (including name, address, location and telephone number) for the Customer accounts. If the Customer does not correctly identify the actual location where they are located, or if the Customer’s account information has recently changed or has otherwise not been updated, Emergency Service calls may be misdirected to an incorrect emergency response site.
- SIP/VoIP-Based Device and/or Unified Communications App Emergency Calls. If the Customer uses a SIP/VoIP based device and/or Unified Communications as a Service application on any device (“SIP/UC Device”), emergency calls will be routed to the local emergency center serving the emergency location that is associated with the SIP/UC Device. Therefore, if the Customer is using the SIP/UC device in a nomadic manner (e.g., from a hotel, from a home office, etc.), the Customer must update the emergency services location on an ongoing basis to ensure that emergency services calls will be sent to the appropriate local emergency center that serves the then current Customer location.
- Customer Obligation to Inform Emergency Services of Accurate and Updated Physical Location: Since a Customer device can be moved between locations and for technical reasons the emergency operator may not have the Customer’s name, location or contact information available, Customer must immediately inform the emergency operator of the accurate location of where the call is being made, as well as the contact particulars any time a call is made to the emergency services operator, otherwise there is a risk that the emergency services may be sent to the wrong location.
- Do Not Disconnect When Calling Emergency Services: When utilizing any Emergency Service, do not disconnect emergency services call until told to do so by an emergency dispatcher. If the call is inadvertently disconnected, call back immediately.
- Customer Obligation to Inform All Users. Customer agrees to notify and inform all users or potential users, employees, guests and other third persons who may place calls using the NUWAVE Voice Services of the potential complications and limitations arising from the delivery of Emergency Calling Services described herein. If applicable, Customer agrees to place a label on and/or near each telephone or other Customer equipment/devices on which the NUWAVE Voice Services may be utilized regarding the limitations or unavailability of Emergency Services Calling.
- EMERGENCY SERVICE CONFIGURATION BY CUSTOMER ACCOUNT ADMINISTRATORS (ALL COUNTRIES):
- Registered Location Required: Upon creation of the Customer account, NUWAVE initially assigns all extensions and devices to the physical street address on file for the Customer. Prior to Service activation, the Customer Administrator shall: (i) register additional emergency services locations where the Unified Communications Services are to be used, as necessary; and (ii) assign all Customer devices to such emergency services locations. In some cases, one extension may have multiple devices, and each such device needs to be assigned an emergency services location. A Customer Administrator may register multiple emergency services locations per account and assign all active extensions and devices to such emergency services locations. Individual end users may assign and re-assign their current location(s) on an as-needed basis. The Customer agrees to ensure that the physical location(s) provided to NUWAVE are correct, and to immediately update such location(s) whenever the physical location(s) of the devices change. If a device will be used in a different or new location, a Customer Administrator must create and/or register the location for the device. If Customer does not register the new location, any emergency services call made from the device may be sent to an emergency center near the prior, registered location. In most cases, the registration process occurs in real-time. In some cases, the registration will be referred to an emergency services provider for validation, which could take days. Customer (i) acknowledges and understands that any location information passed to emergency personnel by NUWAVE will be based upon the physical location information provided by the Customer and (ii) agrees to promptly assist NUWAVE with validating an emergency services location address that has been rejected by the emergency services provider. The Customer will receive a confirmation email when the emergency services location has been validated for: (i) the initial registered location; and (ii) for any subsequent locations submitted by the Customer.
- Failure to Designate and Update the Correct physical address when Changing Geographic Location. NUWAVE Calling Services are technically capable of being used in locations that are not associated with the traditional geographic area of a telephone number. These capabilities can cause problems with providing Emergency Service. All Emergency Service capabilities will only be available in the location that you have associated with the particular NUWAVE assigned direct-inward-dial (“DID”) telephone number assigned to the Customer. For any Emergency Service to be accurately routed to the appropriate emergency call center, the Customer must provide accurate DID telephone numbers as the call-back telephone number for all Emergency Service calls and accurate address information. Additionally, if Customer is using the service in a location that uses a different country and/or area code than the country and/or area code in the number Customer is using with the NUWAVE Voice Service, when Customer dials Emergency Services you may not be able to reach any emergency personnel. Even if you do reach emergency personnel, your call may not reach the emergency personnel near your actual physical location and the emergency personnel may not be able to transfer your call or respond to your emergency.
- Failure to Designate and Update the Accurate Location When Customer Moves Phone/Device to a Location Different from the Location Initially Registered. It is important that you register accurate location information every time you move the equipment associated with your NUWAVE Voice Service. If you move your NUWAVE equipment to another location without reregistering, when you dial Emergency Services, you may not be able to reach any emergency personnel. Even if you do reach emergency personnel, if you have not provided valid location information you will not be calling the emergency personnel near your actual location and this emergency personnel may not be able to transfer your call or respond to your emergency.
- Customer May Not Be Able to Reach the Correct Emergency Services If You Fail to Accurately Register or Reregister Your New Location or Call Emergency Services Within 48 Hours of Updating Your Location. It is important that you register an accurate location when you initiate your service and every time you move the equipment associated with your NUWAVE Voice Service. When you change your location, it may take up to 48 hours (or longer for Customers outside of the United States) for your location change to be reflected in our records. During that time, you may not be able to reach may not be able to reach the correct emergency services center or any emergency service provider by dialing your applicable local Emergency Services number.
- NUWAVE Calling Services Allow One Emergency Service Address to be Associated with Each Telephone Number. Certain NUWAVE Calling Services do not have a telephone number associated with them but allow for placing and receiving calls. For example, NUWAVE offers a “softphone client” service and/or Call Path Service (shared trunk VoIP Service). Customers may choose to buy calling services from NUWAVE that have a telephone number but then use the softphone client to allow multiple users to place and receive calls using one telephone number. Customers must use the softphone client and the NUWAVE Calling Service that has a telephone number associated with it from the same location. Using a service that does not have a telephone number in a remote location will result in the wrong address information being sent in the event of placing an emergency call by dialing the local Emergency Service number. The emergency call operator may not be able to transfer the call to appropriate emergency call operators. In the event that Customer intends to use NUWAVE Voice Services in multiple locations, at least one telephone number will be required for each location. You acknowledge and agree to this limitation and agree that you will obtain at least one telephone number for each location associated with the NUWAVE Calling Service.
- Additional Emergency Call Service Requirements for Multi-Line Telephone Systems (United States): For Services provided in the United States, the Customer acknowledges and agrees to comply the following additional requirements:
- Kari’s Law Compliance: Kari’s Law requires that all outbound dialing Multi-Line Telephone Systems (MLTS) must provide direct access to 911 service without the caller having to dial an initial number, digit, prefix or other access number before dialing 911. All Customers with enterprise phone systems are required to be configured as follows:
- Enable dialing 911 directly without requiring a prefix or outside code;
- Notify an on-site party such as the receptionist or security manager when an emergency call is placed from within the organization; and
- Send a valid callback number that a 911 dispatcher can utilize to reconnect with the 911 caller. (Customer should not send the main number of its office as it could connect the dispatcher to a receptionist or auto attendant, instead of the 911 caller).
- Ray Baum Act Compliance (Dispatchable Location): Section 506 of the Ray Baum’s Act requires that all Multi-Line Telephone Systems (MLTS) Customers provide a “dispatchable location” on all emergency 911 calls. A dispatchable location is defined not only as the street address of the 911 calling party, but also must include additional information such as room number, floor number, or similar information necessary to adequately identify the location of the calling party. Customer acknowledges and agrees that Customer is responsible to ensure their Multi-Line Telephone Systems are up-to-date and compliant with the dispatchable location requirements of the Ray Baum Act.
- Disclaimer of Liability. Customer acknowledges and agrees that NUWAVE, its affiliates, directors, officers, employees, agents, underlying local provider(s) or other public or private agencies and any third party providers will not be liable for any injury, death or damage to persons or property, arising directly or indirectly out of, or relating in any way to the Emergency Services, including without limitation any inability on the part of the Customer or an end user to access the Emergency Service, unless such claims or causes of action arose from NUWAVE’s gross negligence, recklessness or willful misconduct. Notwithstanding anything to the contrary contained in this Addendum, Customer agrees to indemnify and hold harmless NUWAVE, its affiliates and their respective directors, officers, employees, agents, underlying local provider(s) or other public or private agencies and any third party providers from any liabilities, claims, damages, losses and expenses (including reasonable legal fees and expenses) which NUWAVE, its affiliates or any of their respective directors, officers, employees, agents, underlying local provider(s) or other public or private agencies and any third party providers may incur, arising directly or indirectly out of or relating to the Emergency Services.
NUWAVE reserves the right to modify this Emergency Service Policy at any time without notice. In most cases, NUWAVE will attempt to notify you, our Customer, of any such modifications either via e-mail or by posting a revised copy of the Emergency Service Policy on our website.
We have updated our Cookies Policy – Last updated December 20, 2021.
Websites that operate across certain parts of the European Union are required to obtain consent before using or storing cookies (or similar technologies) on your computer or mobile device.
For further information about this policy or if you require a detailed list of all cookies which are used by this website, please contact: Legal Compliance.
What is a Cookie?
A cookie is a small file of letters and numbers that is placed on your web browser, or on the hard drive of your computer or mobile device.
First and third-party cookies: whether a cookie is a ‘first’ or ‘third’ party cookie depends on the domain (or website) that places the cookie. First-party cookies are set by the website that is actually being visited, whereas third-party cookies are set by a domain other than the website that is currently being viewed. If a user visits a website and another web service sets a cookie through that website, this would be a third-party cookie.
Session cookies: these cookies are temporary and only last as long a user’s “browser session”. A browser session starts when a user opens the browser window and finishes when they close the browser window. Once the browser is closed, all session cookies will be deleted.
Persistent cookies: these cookies remain on a user’s device after a browser session has finished. How long each cookie lasts will be specified by each cookie. Persistent cookies will be activated each time that a user revisits the website that placed the particular cookie.
How to delete and block our Cookies
You can block cookies by using the settings of your web browser, which will allow you to refuse some or all cookies (for tips on how to do this, see the section “How to turn cookies off?” below). Please bear in mind, though, that if you chose to block all cookies (including essential cookies) you may not be able to access some or all of this website.
How to turn cookies off?
Internet browsers allow you to control your cookie settings, which are usually found in the ‘options’ or ‘preferences’ menu of your browser. In order to understand these settings, the following links may be helpful. Otherwise, you should use the ‘Help’ option of your internet browser to find more details.
Can I withdraw my consent?
For further information about deleting or blocking cookies, please visit: http://www.aboutcookies.org/
What cookies do we use and why?
The cookies used on this website are categorised as follows:
- Strictly Necessary
‘Strictly Necessary’ cookies allow us to provide some essential features on our websites, such as secure areas and shopping baskets. Without these cookies, we would not be able to provide some of the services that you have asked to use. The ‘Strictly Necessary’ cookies that we use do not gather any personal information about you that can be used for marketing purposes or for tracking where you have been on the internet.
We use these Strictly Necessary cookies to:
- Identify you as being logged-in to this website;
- Make sure that you connect to the right service on this site when we make any changes to the way the website works;
- To route users to specific applications of a service, or specific servers.
‘Strictly Necessary’ cookies are essential to the proper functioning of this website, so if you chose to block these cookies we cannot guarantee your use of the site, or how the security on this site will perform during your visit.
“Performance” cookies collect information about how you use this website (e.g. which pages you visit, or if you experience any errors). These cookies do not collect any information that could identify you and are only used to help us improve how this website works, understand what interests our users, and measure how effective our advertising is.
We use Performance cookies for:
- Web Analytics: To provide statistics on how this website is used;
- Error Management: To help us improve this website by measuring any errors that occur;
- Testing Designs: To test different designs for this website;
- Tracking and monitoring the site’s content to improve the user experience.
Some of the “Performance” cookies we use are managed by third parties, and you may refer to the third parties’ own website privacy notifications for further information.
By using this website, you accept our use of “Performance” cookies. Accepting these cookies is a condition of using this website, so if you prevent them we cannot guarantee how this site will perform for you.
“Functionality” cookies are used to provide services or to remember settings to improve your visit.
We use Functionality cookies to:
- Remember settings you’ve applied, such as layout, text size, preferences, and colours;
- Remember if we’ve already asked you if you want to fill in a survey or poll;
- Show you when you’re logged in to this website.
Some of these cookies are managed by third parties. Where this is the case, we don’t allow the third party to use the cookies for any purpose other than those listed above.
“Targeting” cookies are linked to services provided by third parties, such as ‘Like’ buttons and ‘Share’ buttons. Third parties provide these services in return for recognizing that you have visited this website.
We use Targeting cookies to:
- Link to social networks like Facebook, who may subsequently use information about your visit to target advertising to you on other websites;
- Provide advertising agencies with information on your visit so that they can present you with advertisements in which you may be interested.
You can control whether or not these cookies are used but preventing them may stop us from offering you some services or targeted advertising.
Other Tracking Mechanisms
We may also engage third parties to track and analyze data collected from our websites. We use the data collected by such third parties to help us administer and improve the quality of our websites and to analyze usage. We may also work with third parties, such as network advertisers, to display advertising on our Sites and to display advertising about NUWAVE on our websites. These third parties may combine the information that we provide about you with other information that they have collected. This cookies policy does not cover such third parties’ use of the data.
Clear GIFs, pixel tags and other technologies. Clear GIFs are tiny graphics with a unique identifier, similar in function to cookies. In contrast to cookies, which are stored on your computer’s hard drive, clear GIFs are embedded invisibly on web pages. We and our third-party service providers may use clear GIFs (a.k.a. web beacons, web bugs or pixel tags), in connection with our websites to, among other things, track the activities of visitors, help us manage content and compile statistics about usage. We and our third-party service providers also use clear GIFs in HTML e-mails to our customers, to help us track e-mail response rates, identify when our e-mails are viewed, and track whether our e-mails are forwarded.
Do-Not-Track. Our Sites do not recognize browser requests not to be tracked.
Useful information about cookies can be found at:
- Google Analytics Help pages [https://developers.google.com/analytics/devguides/collection/analyticsjs/cookie-usage]
A guide to behavioural advertising and online privacy has been produced by the internet advertising industry which can be found at:
International Chamber of Commerce United Kingdom
Information on the ICC (UK) UK cookie guide can be found on the ICC website section:
NUWAVE reserves the right to modify this Emergency Service Policy at any time without notice. In most cases, NUWAVE will attempt to notify you, our Customer, of any such modifications either via e-mail or by posting a revised copy of the Emergency Service Policy on our website.
We have updated our Acceptable Use Policy – Last updated December 20, 2021.
This Acceptable Use Policy (“AUP”) governs the use of NUWAVE’s services, systems, networks, websites, software, hardware, and products (collectively, “Services”) by NUWAVE’s customers and its end users (collectively “Customer” or “You”). Upon any violation or reasonably suspected violation of this AUP, NUWAVE shall be entitled to immediately suspend provision of the Services in a manner reasonably tailored to address the potential harm. Customer shall immediately report any violations of this AUP to NUWAVE and cooperate with NUWAVE to investigate and remedy such violations.
Customer shall not, and shall not authorize, encourage, assist, or enable any other party to engage in, any of the following in connection with the Services:
- Violating applicable laws or regulations.
- Using the Services in a manner that may expose NUWAVE or its suppliers to civil or criminal liability, or regulatory enforcement.
- Customer may not sell, resell, sublicense, assign, license, or sublicense the Service or any component thereof or use or offer the same on a service-bureau or time-sharing basis, except where expressly permitted by NUWAVE.
Activities Impacting Security, Reliability or Normal Usage
- Damaging, interfering with, overburdening, or otherwise adversely impacting the availability, reliability, or stability of the Services or third-party systems or networks.
- Attempting to circumvent or break any security mechanism of the Services, or using the Services in a manner that poses a security or other risk to NUWAVE, NUWAVE’s suppliers, any customer of the Services, or any third party.
- Benchmarking, tampering with, unauthorized testing of, reverse-engineering, decompiling, or otherwise using the Services in order to discover limitations or vulnerabilities, or evade filtering capabilities.
- Using the Services in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, or other devices or systems in which malfunction of the Services would result in foreseeable risk of injury or death of the operator of the device or system, or to others.
- Unauthorized or excessive use of the Services beyond normal, reasonable business use and inconsistent with the types and levels of usage by typical customers on the same business calling plan. “Typical” refers to the calling patterns of at least 95% of NUWAVE’s business Customers on the same business calling plan. Certain calling and messaging plans, including unlimited calling and messaging plans, are designed for normal commercial use and are not intended to represent typical usage by unique organizations such as call centers (unless purchasing the NUWAVE specific contact center services), resellers, fax messaging services, telemarketing firms, or for use without live dialog, such as transcription services, intercom or monitoring services. Unauthorized or excessive use beyond that normally experienced by other NUWAVE customers may cause extreme network capacity and congestion issues and interfere with NUWAVE’s network and the third party networks with which NUWAVE connects for call initiation and completion services.
Activities Impacting Individuals’ Rights
- Engaging in fraudulent, deceptive, inaccurate, or misleading activity with respect to third parties (including impersonation of identity or identifiers such as phone numbers or email addresses) or otherwise bypassing legitimate identification systems.
- Using the Services to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses.
- Engaging in spamming, or other unsolicited, unwanted, or harassing advertising, marketing or other activities, including any activities that violate applicable anti-spamming, data protection, or privacy laws and regulations, including, but not limited to, the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, the Telephone Consumer Fraud & Abuse Prevention Act, the Children’s Online Privacy Protection Act, or the Do-Not-Call Implementation Act.
- To the extent that the Services are used to record or monitor calls or other communications, failing to comply with all applicable laws related thereto, including securing any required prior consents.
Inappropriate Activities or Harmful Content
Using, storing, uploading, downloading, submitting, transmitting, distributing, or facilitating the distribution of, any information that contains “inappropriate content,” including, but not limited to, content that:
- May be considered libelous, slanderous, defamatory, threatening, sexually explicit, vulgar, profane, obscene, offensive, abusive, malicious or otherwise harmful to any person or entity, constitutes or promotes “hate speech,” or is otherwise discriminatory based on race, sex, creed, religion, nationality, disability, sexual orientation, language, or age.
- Contains fraudulent offers for products or services, or any advertising or promotional materials that contain deceptive, false, or misleading statements, representations or claims, or false or inaccurate data, including the fraudulent use of credit cards.
- Contains or transmits viruses, Trojan horses, worms or any other malicious, harmful, or deleterious programs, or similar destructive programming routines.
- Promotes, markets, or otherwise relates to illegal activities or terrorism.
- Infringes on, misappropriates, dilutes, or violates any intellectual property rights or other rights of third parties, including but not limited to trademark, copyright, patent, trade secrets, rights of publicity, and rights of privacy.
- Contains “protected health information” as defined by the United States’ Health Insurance Portability and Accountability Act of 1996 as amended, except in connection with and in compliance with an active Business Associate Agreement with NUWAVE, or as covered by the “conduit exception” or other applicable exception to requiring a Business Associate Agreement.
Telecommunications Specific Limitations
- Violating telecommunications provider or other service provider requirements as communicated by NUWAVE.
- Violating country-specific requirements and restrictions for SMS Services or voice Services
- Forwarding from a virtual number to a dead endpoint (i.e., if User forwards from a virtual number, User must make a reasonable attempt to receive or answer the message or call, as applicable).
- Artificially inflating traffic (e.g., generating traffic that has been artificially increased to boost the revenue of an entity or network without offering any real benefit to the originator of the call), including inducement of third-party inbound calls or calls to toll-free numbers without a legitimate business purpose.
- Having a high volume of unanswered phone calls, or phone calls (including text-to-speech communications) that are less than twelve seconds in length.
- Using long virtual numbers provided by NUWAVE as identifiers for outbound calls, SMS messages, or other communications sent through providers other than NUWAVE.
- Transmitting caller or sender identification for outbound communications via the Services where the originating User’s right to use such identification has not been validated.
- Sending a substantial amount of voice traffic, as reasonably determined by NUWAVE, only to specific regions or number ranges within a country in a manner that would cause NUWAVE to incur material costs beyond those incurred by NUWAVE when sending similar quantities of voice traffic equally spread across all regions and number ranges within such country.
Cooperation with Investigations
NUWAVE will cooperate with appropriate law enforcement agencies and other parties involved in investigating claims of illegal or inappropriate activity. NUWAVE reserves the right to disclose customer information to the extent authorized by federal surveillance statutes.
Additional Terms and Conditions
The use of the Services by a Customer of NUWAVE is subject to the terms and conditions of any agreements entered into by such Customer with NUWAVE. This Acceptable Use Policy is incorporated into such agreements by reference.
Limitation of Liability and Indemnification
NUWAVE MAKES NO WARRANTIES OR REPRESENTATIONS HEREIN, EITHER EXPRESS OR IMPLIED, CONCERNING THE SERVICES, AND EXPRESSLY DISCLAIMS WARRANTIES OF FITNESS FOR A PARTICULAR USE OR PURPOSE, THE WARRANTY OF MERCHANTABILITY AND ANY OTHER WARRANTY IMPLIED BY LAW.
Customer agrees to indemnify, defend, and hold NUWAVE, its subsidiaries, affiliates, officers, directors, employees, agents, licensors, consultants, suppliers, and any third- party service providers harmless from and against all claims, demands, actions, liabilities, losses, expenses, damages, and costs, including actual attorneys’ fees, resulting from Customer’s violation of this AUP, misuse or abuse of the Services, or Customer’s infringement, or infringement by any other user of Customer’s account, of any intellectual property or other right of any person or entity. Customer will cooperate as fully as reasonably required in NUWAVE’s defense of any claim in this regard. NUWAVE reserves the right, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of NUWAVE. Customer agrees to immediately to notify NUWAVE of any unauthorized use of Customer’s account or any other breach of this AUP known to Customer.
NUWAVE reserves the right to modify this Emergency Service Policy at any time without notice. In most cases, NUWAVE will attempt to notify you, our Customer, of any such modifications either via e-mail or by posting a revised copy of the Emergency Service Policy on our website.
EFFECTIVE: December 14, 2021
THESE ONLINE TERMS OF SERVICE (“Terms of Service” or “TOS”), including the Service Order(s), which by this reference are incorporated herein (“Agreement”), govern Customer’s use of the Services provided by Nuwave Communications, Inc. and its Affiliates (individually or collectively “NUWAVE”), and constitutes a binding agreement between NUWAVE and the Customer legal entity identified in a Service Order (“Customer”). References to “Customer” or “You” in this document shall include both the Customer and its end users. NUWAVE and Customer may be individually referred to as a “Party” or collectively as the “Parties.”
NUWAVE provides licenses, services and equipment intended solely for business use, pursuant to the terms and conditions set forth in this Agreement, and on the condition that Customer accepts a Service Order and complies with this Agreement. By accepting a Service Order, Customer (a) accepts this Agreement and agrees that Customer is legally bound by its terms; and (b) represents and warrants that it has the right, power, and authority to enter into this Agreement on behalf of the corporation, governmental organization, or other legal entity, and to bind such organization to the Agreement. If Customer does not agree to the terms of this Agreement, Customer may not use the licenses, services or equipment provided by NUWAVE.
1.1 In addition to any services as set forth in any Service Order and/or Addenda and subject to the terms of this Agreement, NUWAVE may provide Customer any of the following requested services (collectively the “Services”):
a. iPilot Platform Services. NUWAVE can provide Customer a license to utilize its iPILOTTM cloud platform as a service (CPaaS) to support the entire lifecycle for business Cloud-based unified communications platform including migration, deployment, capacity management, support, analytics, and integration automation while solving for carrier hosted SBCs, on-premise SIP trunks, or bring your own SBCs, carriers, and operators (“iPilot Platform Service”).
b. Voice Calling Plan Services. NUWAVE can provide Customer the Voice following Calling Plan Services and the Voice Calling Plan Options in the applicable Home Territory (“Voice Calling Plan Services”):
- Call Path Calling Plan for Microsoft Teams. NUWAVE will provide unlimited users a per call path calling plan solution with fixed outbound minutes for the applicable Home Territory per call path utilizing Microsoft TLS/SRTP Certified SIP Trunks/concurrent call paths/channels. Each concurrent Call Path includes the fixed outbound minutes for the applicable Home Territory (applicable Voice Rates apply), unlimited inbound minutes as set forth in the Service Order and unlimited Teams to Teams calls. Home Territory monthly outbound minute allocations may be pooled for the same Home Territory. If the Home Territory monthly minute allocation is exceeded, then Customer’s End User can add additional monthly minutes to the Home Territory plan as set forth in the Service Order. iPilot Services are available as an add-on option. The applicable Voice Rates, dial codes and billing increments are published on our website at: https://www.NUWAVE.com/policies/ (see Voice Rates).
- Unified Voice Calling Plan for Microsoft Teams. NUWAVE will provide a per user calling plan solution with fixed outbound minutes for the applicable Home Territory per user. This includes the applicable Home Territory minutes per user pooled for the same Home Territory (applicable Voice Rates apply), 1 DID per user (Ported or New), and 1 Dynamic 911 Service Record per user. The applicable Voice Rates, dial codes and billing increments are published on our website at: https://www.NUWAVE.com/policies/ (see Voice Rates).
The Call Path and Unified Voice Calling Plans set forth above are currently available in the following countries for the applicable dial codes (subject to change by NUWAVE) (each country is a “Home Territory”):
(includes US 48, Canada and mobile. Excludes Offshore Rates)
c. Voice Calling Plan Add-On Options: In addition to the Voice Calling Plan Services as set forth above, NUWAVE offers the following Calling Plan add-on options:
- Direct Inward Dial Numbers (New, Ported or temporary): Customer can order local domestic direct inward dialing numbers to be assigned to Customer’s End Users via the Session Initiated Protocol (“SIP”) connection between NUWAVE and Customer. Number porting is subject to the NUWAVE Number Porting Policy which is available at: https://www.NUWAVE.com/policies/
- Standard Emergency Services: basic or enhanced emergency services is required to be enabled by Customer.
- Dynamic 911 Emergency Services (USA Only and Operator Connect) (Standard for Unified Voice / Optional for Call Path): For USA Home Territory End Users only, this option enables dynamic 911 Emergency Service information by combining the telephone number and the user’s location based on dynamic location routing which pairs the caller’s information with their current location using defined network elements such as subnets, WiFi access points and Ethernet switches/ports (“Dynamic Location Information”). This Dynamic Location Information is then used to route the call and is made available for display at the destination public safety answering point (PSAP) to enable emergency operators to send help and to call the End User back, if necessary.
- Inbound Caller ID Name Display: Enables caller ID information (where available) to be displayed for incoming callings to the Customer’s End User.
- Outbound Caller ID Name: Customer has the option to select Main outbound Caller ID Name Display or Individual outbound Caller ID.
- eFax Cloud Services: This option enables an enterprise-grade cloud-based online fax solution which provides a streamlined, secure and flexible solution combining a cloud-based platform, telephony infrastructure and API integration. The eFax Cloud Service is fully compliant with HIPAA, GLBA, SOX and PCI-DSS.
- SDWan Network Upgrade: This option enables a private secure connection per End User/device utilizing software defined wide area network to securely and intelligently direct traffic across the WAN.
- Outbound International Calling: Customer can enable its End Users to make outbound international and offshore calls as part of the selected Calling Plan.
- Network Interconnect: The customizable network interconnect option is available at an additional cost.
- Toll Free Numbers (New or Ported): This option enables NUWAVE to provide new or ported domestic or international inbound off-net toll free number voice services through (i) International Toll Free Services (“ITFS”); (ii) Domestic Toll Free Services (“DTFS”); and/or (iii) Universal International Freephone Numbers (“UIFN”).
e. Professional Services. Nuwave can provide custom professional services related to the deployment, management, integration and/or support for the Services on an hourly or fixed rate basis as set forth in the Service Order and/or Statement of Work (“SOW”).
1.2 Microsoft Teams Platform Connection Options. The following deployment options are available to Customer for the Microsoft Teams Platform:
a. Direct Routing: The Teams Direct Routing deployment is a complete end-to-end UCaaS solution option which enable voice communications between the Customer’s Microsoft Phone System and the Public Switched Telephone Network (PSTN) through a direct route by integrating Customer’s Phone System (Cloud PBX by Microsoft) with NUWAVE’s multi-tenant Cloud Session Border Controller (SBC) and NUWAVE’s network directly through SIP trunks over the public Internet. Voice communications services, billing and support services are provided by NUWAVE.
b. Microsoft Operator Connect: The Microsoft Teams Operator Connect deployment option enables Customer’s administrators using the Teams Operator Console (admin account) to directly choose and administer their voice communications services from a Microsoft approved Operator Connect service provider (NUWAVE) which has a direct peering connection between its SIP Trunking infrastructure and the Teams Services platform leveraging Microsoft Azure Peering Services (MAPS) based on standardized Operator Connect SLAs. Voice communications services, billing and support services are provided directly to the Customer by NUWAVE or a Microsoft approved Operator Connect service provider.
2.1 Purchase of Services. Pursuant to this Agreement, Customer is purchasing a subscription and/or license for the Service(s) as set forth in Customer’s Service Order and is agreeing to use and pay for the same as set forth in the Agreement for the Term as applicable. Customer agrees to be financially responsible for Customer’s use of the Services, including the authorized or unauthorized use of Customer’s Account. For Voice Calling Plan Services, Customer acknowledges that monthly unused minutes for the Home Territory expire at the end of the applicable service month.
2.2 IP Connectivity Requirements: Customer acknowledges and agrees that: (i) the Services require a properly-configured, high performance, enterprise-grade broadband IP network and connection; (ii) use of the Services with any lesser network, services, or connection may result in partial or complete unavailability, interruption, or underperformance of the Services or other services utilizing the same network, services, or connection; and (iii) 3G mobile networks are not recommended for use with the Services. Accordingly, Customer agrees to provide and maintain, at Customer’s cost, an IP network, services, and connection meeting the foregoing standard and all equipment necessary for the Services to connect to and use such network, services, and connection. NUWAVE is not liable for any unavailability, interruption, or underperformance of the Services related to Customer’s IP network or connection.
2.3 Account Upon signing up for the Services and at subsequent times as requested by NUWAVE, Customer or Customer’s End Users may be required to provide certain information, including but not limited to, name, address, phone number, email address, security question and/or answers) in order to begin using or to update the Services, activate features, or add or modify any individual lines, extension or additional products or services (e.g., activating an Account or End User or provisioning a device) (“Registration Information”). Customer hereby grant to NUWAVE permission and a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable right and license to copy, reproduce, store, record, disclose, transmit, display, access, and use Registration Information in connection with the activation, provision, support, improvement, administration, or management of Customer’s Services, as set forth in the Agreement or otherwise permitted by Applicable Law. Customer represents and warrants that all Registration Information provided to NUWAVE by or on behalf of Customer or any End User will be true, accurate, current, and complete, and that Customer will promptly confirm, update, or supplement Registration Information on file upon NUWAVE’s request or in the event that such Registration Information changes.
2.4 Partner of Record (CPOR) (For Microsoft Teams Platform and/or Teams Phones System Only): Customer acknowledges and consents for NUWAVE to claiming partner of record (CPOR) for Customer’s Teams Platform and/or Teams Phone System for the following Activity Type: Deployment & Implementation, Migrations, Adoption & Change Management, Remote Guidance, Advisory Services and Planning for Teams Platform and/or Teams Phone System.
2.5 Account Administrators. The End User(s) that the Customer designates as an Account Administrator(s) of Customer’s Services will have rights to set or modify the settings or preferences of other End Users of Customer’s Account. Customer is responsible for all acts and omissions of Customer’s Account Administrators, and any other End Users, including without limitation any changes or purchases such individuals may make to Customer’s Account. Customer acknowledges and agrees that End User(s) that Customer designates as Account Administrators may have the ability to make purchases and enter into transactions on Customer’s behalf and/or to perform acts related to Customer’s Services, or Customer’s Account, including any individual line or extension or ancillary services, that may significantly affect Customer or the operation of Customer’s Services, including without limitation adding, removing, or modifying numbers or extensions assigned to an Account; payment method(s); making changes to software or hardware; adding, removing, or modifying ancillary services; and/or modifying settings. Customer is responsible for any such changes made to Customer’s account by Customer’s Account Administrators. Customer agrees to maintain sole and exclusive control over Customer’s Services, Customer’s Account and Account Administrators at all times and to ensure that all Account rights, permissions, information and settings, and all use and usage, are effectively managed and updated as necessary to utilize the Service(s) and to prevent any unauthorized access to, use or usage of, or transaction or activity through or relating to Customer’s Services.
2.6 Responsibility For End Users. Customer is responsible for the activities of all End Users who access or use the Services through your Account and Customer agrees to ensure that any such End User will comply with the terms of this Agreement and any NUWAVE policies. NUWAVE assumes no responsibility or liability for violations by Customer or your End Users. If Customer become aware of any violation of this Agreement in connection with use of the Services by any person, please contact NUWAVE at firstname.lastname@example.org. NUWAVE may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or End User profiles. Under no circumstances will NUWAVE be liable in any way for any data or other content utilized while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
3.1 Services Fees. The Service Order(s) and applicable Voice Rates (for Voice Calling Plan Services only) sets forth the applicable recurring fees and applicable Charges for the Service(s) to an Account, if any, that are included in the Services fees for each monthly billing cycle. Any applicable non-recurring charges, monthly recurring charges, equipment charges, support charges, Taxes, and other fees are billed in full in advance. Termination, usage based charges, equipment return fees and transfer charges, if any, are billed in arrears. Upon termination of Customer’s Account for any reason, all unused Account Credits shall expire in their entirety on the termination date. No refund, transfer or proration shall be made of any unused Account Credits. Except as set forth in this Agreement, Service Fees are subject to change by NUWAVE by providing Customer 30 days written notice after the end of the applicable Term.
3.2 Billing For Voice Calling Plan Services. Billing for the Voice Calling Plan Services provided under this Agreement will be calculated as follows based on the applicable currency: (i) any usage based charges on a per call basis and/or applicable billing increments; (ii) monthly recurring charges (“MRC”); and (iii) non-recurring charges (“NRC”). For Voice Calling Plan Services and Outbound International and Offshore calls, calls will be billed in six (6) second increments and subject to a six (6) second minimum charge (any exceptions to the billing increments imposed by individual third party destination providers shall be identified on the applicable International and Offshore Rates & Fees). Customer is responsible for paying all charges for the End User Account, including but not limited to toll-free, local, long distance, international minutes, additional feature charges, operator assisted charges, payphone surcharges, directory assistance charges, and for all Taxes, surcharges, and fees imposed on End User’s Account or us as a result of the use of the Voice Calling Plan Services.
3.3 Equipment Charges and Import/Export Requirements. NUWAVE Provided CPE charges may be invoiced separately by NUWAVE. The title and risk for the NUWAVE Provided CPE shall transfer to Customer at FOB Point of Origination. Customer shall be required to obtain all necessary import/export licenses to enable the hardware to clear customs and enter the country where the NUWAVE Provided CPE will be maintained and Customer will be responsible to pay any and all duties, charges, and applicable import taxes, including VAT and/or withholding taxes associated with the relevant NUWAVE Provided CPE (“Import Duties”).
3.4 Invoicing and Payment. Unless otherwise provided in the Service Order, NUWAVE shall invoice Customer for all fees and charges applicable to the Service Order(s) on a monthly basis using the Applicable Currency. Customer shall pay all undisputed invoices within 30 days of the applicable service month. Except as expressly provided otherwise, fees and charges are non-refundable. All fees, Voice Rates and charges are stated in the Applicable Currency as set forth in the Service Order and must be paid by Customer to NUWAVE in the Applicable Currency
3.5 Taxes and Fees. The charges and amounts payable to NUWAVE are exclusive of any sales, use, excise, value added, import, business, service, goods and services, consumption, withholding, access, bypass, franchise, regulatory, or any other taxes, duties, fees, charges, surcharges or payments applicable to a Party however designated, in accordance with general statutes, regulations and applicable tax law (“Taxes”). Customer is solely responsible for payment of all Taxes (except for any taxes based solely on NUWAVE’s net income). If Customer is required to pay any Taxes, Customer shall pay such Taxes with no reduction or offset in the amounts payable to NUWAVE hereunder. If any payment that Customer makes under this Agreement is subject to a deduction or withholding for or on account of any tax, then Customer will pay an additional amount to NUWAVE. That additional amount will be calculated so as to ensure that NUWAVE will be left with the same overall sum that NUWAVE would have received in the absence of the deduction or withholding. If NUWAVE has the legal obligation to pay or collect Taxes for which Customer is responsible, NUWAVE shall invoice the appropriate amount and Customer shall pay such amounts. If Customer claim exemption from any tax, Customer shall furnish NUWAVE with a valid exemption certificate issued by each taxing jurisdiction or entity where such certificate is required as a condition for the avoidance of applicable Taxes covering any Services under this Agreement or any other appropriate exemption certificates and such other documents as NUWAVE reasonably requires.
3.6 Late Fees. Customer agrees and acknowledge that time is of the essence for payment of all fees and charges. Late charges in the amount of 1.5% of the outstanding amount of Customer’s account (including disputed amounts which are ultimately determined to be owed) shall be payable monthly on any amounts then past due (i.e., not paid within 30 days of the invoice date). The late charge set forth herein shall be automatically reduced to the maximum lawful rate in the event the forgoing percentage charge shall be deemed unlawful. In the event that NUWAVE shall retain an agency or attorney for the purpose of collecting amounts owed by Customer, Customer shall be obligated to pay all such amounts as are owing, including any accumulated late payment charges, expenses of collection and reasonable attorney’s fees.
3.7 Credit Limit/Payment Security: NUWAVE has the right to establish a credit limit, require a payment security and/or modify payment terms based on Customer’s credit application, payment history or material change in Customer’s financial condition.
3.8 Billing Disputes: If Customer, in good faith, disputes any invoice amount, it shall, within ninety (90) days from the invoice date, provide a written notice of such dispute to NUWAVE. Such notice shall include the amount of the disputed charge(s), an explanation of the basis for the dispute and all available supporting documentation. If Customer timely notifies NUWAVE of a dispute, the Customer may deduct the disputed amount and shall pay the undisputed amount. Both Parties will work in good faith to resolve the dispute. In the event that NUWAVE and Customer are unable to resolve a billing dispute, the matter shall be submitted to arbitration for resolution of the dispute. Arbitration shall be conducted through the American Arbitration Association, with hearing of the dispute to occur in Las Vegas, Nevada (USA). Arbitration shall be held before a single arbitrator. Such arbitrator may not limit, expand or otherwise modify the terms of this Agreement. The arbitrator shall not have the authority to award punitive or other non-compensatory damages to either party. Each party shall bear its own arbitration costs and expenses. If either party is not satisfied with the arbitration decision they can seek relief in any court of competent jurisdiction.
3.9 Fraudulent Use of Services. Customer is solely responsible for all fees and/or any other charges incurred relating to the Services, whether incurred by Customer, Customer’s End Users or third parties, even if such fees and/or other charges were incurred through or as a result of fraudulent or unauthorized use of the Services.
4.1 Call Jurisdiction. For all calls terminating to the U.S., interstate or intrastate call jurisdiction shall be determined, on a per call basis, based on the originating and terminating information in the call stream data starting with JIP information then dialed number. Customer shall not route calls to NUWAVE that have been re-originated or that contain ANI masking or other systems or techniques designed to obscure callback information or the true original jurisdiction of the call. The origination location of each call will be determined using the NPANXX of the origination number determined from call stream. information in the following order: (i) originating Calling Party Charge Number, then (ii) originating Billing Telephone Number (BTN), then (iii) originating Calling Party Number ANI. The termination location of each outbound call will be determined from call stream information in the following order: (i) Terminating LRN, then (ii) Dialed Number. The termination location will be determined by the location of the NUWAVE or IXC switch to which the Customer’s service is connected. If a call originates and terminates in the same state, then the call will be an intrastate call, and the call shall be billed at the applicable intrastate rate. If a call originates in one state and terminates in a different state, then the call will be an interstate call, and the call shall be billed at the applicable interstate rate. If the origination location of a call cannot be determined, then NUWAVE will treat the call as being of “Indeterminate Jurisdiction,” and the jurisdiction of the call would default to interstate for the state associated with the designated termination location. Factors leading to “Indeterminate Jurisdiction” designations include, but are not limited to, the following: Blank ANI, Charged Number, and BTN, Unrecognizable Calling Party Number according to the LERG, ANI/Charged Number/BTN values beginning with any toll-free NPA including but not limited to 800, 855, 866, 877, or 888, ANI/ Charged Number/BTN values beginning with special NPAs, e.g. 911, 900, or 700, ANI/Charged Number/BTN value is an international number, i.e. a phone number outside of the U.S. Any of the above result in a rate charge of $0.015 per minute.
4.2 Average Call Duration For Termination. Customer agrees to maintain at least thirty (30) seconds Average Call Duration (“ACD”) measured on a monthly basis for the aggregate of all Customer’s termination traffic. If Customer’s ACD is less than the required thirty (30) second duration threshold, then NUWAVE reserves the right, in its sole discretion, to bill Customer an additional surcharge of $0.0075 for each call below the required ACD threshold multiplied by the number of calls billed for that billing period. This surcharge is in addition to all applicable usage rates. Customer agrees to maintain a call connection rate of greater than 70% of attempted calls. If this threshold is not met, NUWAVE will have the option to adjust the minimum ACD.
4.3 Impermissible Traffic. NUWAVE will monitor Customer’s traffic to verify that no Impermissible Traffic is being terminated. If NUWAVE determines that Impermissible Traffic is being terminated, NUWAVE will provide written notice to Customer. If within five (5) days after receiving notice thereof from NUWAVE, Customer continues to terminate Impermissible Traffic, then NUWAVE may suspend Services until such time as Customer has provided adequate assurances to NUWAVE that Impermissible Traffic will not be terminated. If adequate assurances are not provided to NUWAVE within thirty (30) days of the date of NUWAVE’s notice to Customer, then NUWAVE may terminate Service. If Service is resumed and subsequently NUWAVE determines that Impermissible Traffic is being terminated, NUWAVE may suspend or terminate Service upon twenty-four (24) hours prior written notice to Customer. Any suspension of service pursuant to this provision will not excuse Customer from its obligation to pay any outstanding bills for Services. Termination of Service by NUWAVE will be considered due to Customer’s breach of this Addendum. “Impermissible Traffic” consists of calls resulting from the following activities:
- Sequential dialing of telephone numbers at the NPA or NXX level;
- Initiating a call, as a result of a party receiving a telemarketing or telephone solicitation to a prompt, and signaling the CPN of the called party, unless the called party had an existing business relationship with the telemarketer or telephone solicitor;
- Passing a telephone number not associated with the calling party, whether or not used as a means to obtain name and number information for the improperly passed telephone number;
- Cause any caller identification service to transmit misleading or inaccurate caller identification information, whether or not with the intent to defraud or cause harm;
- Place calls for the primary purpose of generating queries to a CNAM (Calling Name) or similar database;
- Calling a party in violation of any FCC Rules, including, but not limited to, those applicable to telemarketers and telephone solicitations in 47 CFR Section 64.1200 and to the delivery of CPN by telemarketers in 47 CFR Section 64.1601(e);
- Telemarketing or telephone solicitations to a party that is on a state or federal do not call list, unless the called party has an existing business relationship with the telemarketer or telephone solicitor;
- Collect callback;
- Improper use of ANI or CPNI; or
- Any other activity deemed by NUWAVE, in its sole discretion, to violate or raise questions of violating applicable laws, rules, regulations, agency policies or its agreements with its third party service providers, following notice to Customer that such activity constitutes Impermissible Traffic under this Agreement.
4.4 Caller ID Display Limitations and Compliance. Customer acknowledges and agree that the disclosure and/or display of information related to the origination of calls, messages, and other communications (including without limitation “Caller ID” information) may be subject to legal requirements, including without limitation those related to the accurate display of such information or the enforcement of certain privacy instructions, settings, etc. Customer agree to comply with all such applicable Laws and implementing regulations, including without limitation the Truth in Caller ID Act. NUWAVE has no obligation to disclose, display, or transmit any such information for or in connection with any Customer communication.
4.5 Operator Assisted Calling, 311, 511 and other X11 Calling. NUWAVE does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900, or calling card calls). Customer’s Calling Plan Service may not support 211, 311, 411, 511, and/or other N11 calling (except as otherwise provided in this Agreement) in one or more service areas.
4.6 Use of Third Party Devices. NUWAVE does not guarantee or make any representation or warranty that any IP Desk Phones and/or other equipment related to IP Desk Phones which are not purchased through or supplied by NUWAVE or its designated third-party vendor will work or be compatible with the Voice Calling Plan Services or support the Services’ full performance or quality of service potential or range of features and functionalities.
4.7 Application of Tariffs. In the event NUWAVE is required to file tariffs with a governmental authority, the terms set forth in the applicable tariff shall govern NUWAVE’s delivery of, and Customer’s consumption or use of, such Services to the extent required by law, rule or regulation. In the event that any change to the terms and conditions and/or the charges results from such application of tariffs to the Services and such change has a materially adverse effect on Customer, then Customer shall have a right to terminate the affected Services upon thirty (30) days written notice (such notice to be given within thirty (30) days after notice of such tariff or effect is provided to Customer by NUWAVE, unless within such period, NUWAVE files tariff changes or takes other steps that prevent such material adverse effect.
4.8 Services Provided By Third Parties. The Services may be provided in conjunction with other foreign-end administrations, underlying or interconnecting third party carriers, local loop providers or any other authorized providers (collectively or individually “Third Party Service Providers”). NUWAVE’s obligations under this Agreement do not apply, unless otherwise expressly specified as part of a Service Order, to the lines, facilities, or services provided by any Third Party Service Provider.
5.1 NUWAVE Access to Emergency Calling Services. NUWAVE Services provides access to emergency calling services in specific countries, allowing most NUWAVE Voice Service Users to access Emergency Services (911 in the United States and Canada, 999/112 in the United Kingdom and throughout the European Union, 999/995/993 in Singapore, and any other applicable Emergency Services number). Customer’s access may differ depending on your location or the device you are using, and it works differently than you may have experienced using traditional wireline or wireless telephones.
5.2 Emergency Service Availability Limitations. Customer acknowledges that the Emergency Services may not be available in the event of a power failure, fraudulent use, non-payment of Services, failure of Customer’s equipment, service outage, or network or Internet congestion or outage, and Customer accepts the responsibility of ensuring that it has alternate means to make emergency calls.
5.3 Emergency Services Acknowledgement. Customer expressly acknowledge that Customer is aware and understand the limitations of the Emergency Services calls using the NUWAVE Services(s) as set forth in this Agreement and agrees to the terms as set forth in the Emergency Services Addendum which is available here: https://www.nuwave.com/policies/#Legal and which is incorporated into this Agreement by reference.
5.4 Notification of End Users or Other Users. Customer agrees to take appropriate action to ensure all End Users and other potential users of the Services have a clear understanding of the limitations of NUWAVE’s emergency services calls.
6.1 Limited License. NUWAVE grants Customer and Customer’s End Users a limited, personal, revocable, non-exclusive, non-sub-licensable, non-assignable, non-transferable, non-resellable license to use the NUWAVE Services during the Term in strict accordance with this Agreement and solely for Customer’s own internal business use. In the event of any expiration or termination of your subscription to the NUWAVE Services or termination of pursuant to this Agreement, all license rights granted herein or in connection with any of the Services provided under this Agreement, immediately terminate. Any IP Rights in the Services or in any technology used in the provision thereof are and shall remain the sole and exclusive property of NUWAVE and its licensors. All rights not expressly granted herein are reserved and retained by NUWAVE and its licensors, and no IP Rights or other rights or licenses are granted, transferred, or assigned to Customer, any End User, or any other party by implication, estoppel, or otherwise. Customer acknowledges that misuse of the Services may violate third party IP Rights in the software and/or hardware provided in conjunction with the Services. Customer may not use or disclose any Intellectual Property or IP Rights in the Services or any hardware or software related to the same except as expressly contemplated by this section.
6.2 NUWAVE’s IP Rights. Customer agrees that all rights, title and interest in and to all Intellectual Property in the Services, any software or hardware used in conjunction with the Services, and any materials provided in connection with the Services are owned exclusively by NUWAVE or its licensors. Except as expressly provided herein, the limited license granted to Customer under the Services does not convey any ownership or other rights, express or implied, in the Services, any materials provided in connection with the Services, or in any Intellectual Property.
6.3 Use and Disclosure of Intellectual Property. Customer represent, warrant, covenant and agree that Customer shall not disclose or use any of the Intellectual Property in the Services, any software or hardware used in conjunction with the Services, or any marketing materials for any purpose following termination of the Services or the limited license granted thereunder to use the Services. Customer further represent and warrant that neither Customer nor any End User shall reverse engineer, disassemble or decompile any prototypes, software or other tangible object which embody NUWAVE’s Intellectual Property.
7.1 Term. This Agreement will be effective for an initial term commencing on the service commencement date for the initial term as set forth in the applicable Service Order(s) (the “Initial Term”). Unless sooner terminated as provided herein, upon the expiration of the Initial Term, this Agreement will automatically renew for successive terms of the same length (each, a “Renewal Term”) (the Initial Term and any subsequent Renewal Term shall collectively be referred to as the “Term”) unless terminated before the end of the applicable Term by either Party by delivering written notice of the intent to terminate at least thirty (30) days prior to the end of the applicable Term.
7.2 Termination for Convenience.
- Monthly Plan Customers. For monthly plan Customers, the Customer may cancel or terminate Customer’s use of the Services with or without cause at any time by providing 30 days prior written notice to NUWAVE, subject to the restrictions and fees provided in this Agreement, and any additional agreements governing the Services.
- Term Plan Customers. For term plan Customers, Customer is purchasing the Services for the full length of the applicable Term. Customer shall have thirty (30) days from the date of purchase for a prorated refund. After thirty (30) days, if Customer terminates the Services prior to the end of the applicable Term, Customer is responsible for all charges for the remainder of the applicable Term, including, without limitation, outstanding charges, unbilled charges, Taxes, and fees, including any applicable disconnection fee. In addition, Customer will not be entitled to a refund for any unused portion of prepaid Term charges.
7.3 Termination for Cause. If a Party commits a material breach of this Agreement, this Agreement may be terminated by the non breaching Party for cause, provided that written notice describing the material breach in detail has been provided to the breaching Party and the breaching Party has failed to cure such material breach within thirty (30) days of its receipt thereof. Additionally, NUWAVE may immediately suspend or terminate this Agreement for cause if:
- NUWAVE determines that Customer have or are engaging in any unlawful activity in connection with provision or use of the Service(s);
- Customer’s provision or use of the Service(s) violates Applicable Law;
- NUWAVE determines that Customer has created or caused to be created multiple free accounts;
- NUWAVE determines that Customer has used a fraudulent credit card to pay for Service charges on Customer’s Account;
- NUWAVE determines that Customer have verbally abused or harassed any of its employees, contractors, agents, or other representatives;
- Customer did not or will not reasonably comply or cooperate with any Applicable Law or regulation, or NUWAVE is made aware of allegations of the same;
- NUWAVE is ordered by law enforcement or other Governmental Authority to suspend or terminate Service(s) to Customer’s Account;
- Customer brings any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against NUWAVE, or participate in any class action lawsuit against NUWAVE;
- Except to the extent prohibited by applicable Law, Customer file a petition in bankruptcy or if a petition in bankruptcy is filed against Customer and such petition is not dismissed within thirty (30) days after the effective filing date thereof, or a trustee or receiver is appointed over any of Customer’s relevant property;
- NUWAVE determines that such action is necessary to protect, maintain, or improve the Services or the Nuwave network;
- to prevent fraud or potential harm to NUWAVE, its customers, or other third parties affiliated with NUWAVE; or
- Customer commits a material breach of this Agreement which by its nature cannot be cured.
7.4 Suspension for Ongoing Harm. NUWAVE reserves the right to suspend delivery of the Service(s) (in whole or in part) if NUWAVE reasonably concludes that Customer’s use of the Service(s) is causing immediate and ongoing material harm to NUWAVE or NUWAVE’s customers. In the extraordinary event that NUWAVE must suspend delivery of the Service(s), NUWAVE shall immediately notify Customer of the suspension and the Parties shall diligently attempt to resolve the issue and restore Service(s) upon such resolution. NUWAVE shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the Service(s) in accordance with this Section.
7.5 Suspension for Non-Payment. NUWAVE reserves the right to suspend delivery of the Service(s) and disable Customer and its End User access if Customer fails to timely pay any undisputed amounts due to NUWAVE under this Agreement, but only after NUWAVE notifies Customer of such failure and such failure continues for five (5) business days. Suspension of the Service(s) shall not release Customer of its payment obligations under this Agreement. Customer agrees that NUWAVE shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Service(s) resulting from Customer’s nonpayment.
7.6 Suspension and Termination. Upon any termination or suspension of Customer’s Account, NUWAVE may immediately deactivate or delete Customer’s Account and all related information and files in Customer’s Account and/or restrict any further access to such files, information, or the Services. NUWAVE shall not be liable to Customer or any third party for any reason for terminating or suspending Customer’s use or access to the Services. If Customer or NUWAVE terminates or suspend Customer’s right to use the Services, Customer shall not be entitled to any refund or pro ration of any pre-paid amounts, Account Credits, or other amounts paid to NUWAVE prior to the termination or suspension date.
8.1 Representations and Warranties of Customer. Customer represents and warrants that (i) it has the legal right and authority, and will maintain the legal right and authority during each Service Term, to install and use the Services as contemplated hereunder; (ii) the performance of Customer’s obligations under this Agreement and use of Services will not violate any applicable law, rule or regulation or any applicable manufacturers’ specifications or unreasonably interfere with NUWAVE’s or its other customers’ use of the Services or network; (iii) Customer is authorized and has completed all required corporate actions necessary to execute this Agreement and all Service Order(s); and (iv) Customer shall not carry out any act or omission that results in NUWAVE breaching any law, rule or regulation.
8.2 Representations and Warranties of NUWAVE. NUWAVE represents and warrants that (i) it has the legal right and authority, and will maintain the legal right and authority during each Service Term, to provide the Services ordered by Customer hereunder; (ii) the performance of NUWAVE’s obligations under this Agreement will not violate any applicable law, rule or regulation; and (iii) NUWAVE is authorized and has completed all required corporate actions necessary to execute this Agreement and all Service Order(s).
8.3 Disclaimer of Warranties. EXCEPT FOR WARRANTIES EXPRESSLY MADE HEREIN, NUWAVE MAKES NO WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
9.1 Indemnification. To the maximum extent permitted by applicable Law, Customer shall indemnify and hold harmless, individually and collectively, NUWAVE, its affiliates, agents, resellers, and other providers who furnish goods and services to Customer in connection with the Services, and their officers, directors, managers, employees, and shareholders (the “Indemnified Parties“) from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable attorneys’ fees and dispute resolution expenses) arising from or related to: (i) the use of or reliance upon the Services by Customer or any third party acting with Customer’s permission, knowledge, authority or direction; (ii) a breach of this Agreement by Customer, or any End User; (iii) any negligent acts, omissions to act or willful misconduct by Customer or any third party acting with Customer’s permission, knowledge, authority or direction; (iv) the inability to use the Services or failure or outage of the Services for any reason, including but not limited to those related to Emergency Service calling; (v) the use of the Services in connection with a violation of any applicable law, code, regulation, or ordnance; or (vi) the misappropriation, breach, violation, or infringement of any right, title or interest of any third party, including but not limited to, contractual rights, Intellectual Property rights, rights of privacy, and rights of publicity and personality.
9.2 Damages. NOTWITHSTANDING ANY OTHER PROVISION HEREOF AND EXCEPT FOR PAYMENT OBLIGATIONS BY CUSTOMER, NEITHER PARTY SHALL BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR (B) ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF CUSTOMERS, LOSS OF DATA, INTERFERENCE WITH BUSINESS OR COST OF PURCHASING REPLACEMENT SERVICES, ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, WHETHER OR NOT CAUSED BY THE ACTS OR OMISSIONS OR NEGLIGENCE (INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ITS EMPLOYEES OR AGENTS, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. FOR ANY LIABILITY NOT EXCLUDED BY THE FOREGOING OR SECTION 9.3, NUWAVE SHALL IN NO EVENT BE LIABLE IN AN AMOUNT THAT EXCEEDS, IN THE AGGREGATE FOR ALL SUCH LIABILITIES, THE SERVICE(S) FEES PAYABLE HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE DATE OF THE EVENT(S) GIVING RISE TO THE LIABILITY.
9.3 Limitation For Services-Related Matters. NUWAVE’S SOLE LIABILITY AND CUSTOMER’S SOLE REMEDY FOR DAMAGES ARISING OUT OF OR RELATING TO ANY ACT OR OMISSION RELATING TO THE FURNISHING OF OR THE FAILURE TO FURNISH SERVICES (INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, FAILURE TO TRANSMIT OR ESTABLISH CONNECTIONS, FAILURE TO SATISFY SERVICE LEVELS OR SPECIFICATIONS, DELAYS, ERRORS OR OTHER DEFECTS) IS LIMITED TO ANY APPLICABLE CREDIT ALLOWANCES DUE AND/OR CUSTOMER’S RIGHT TO TERMINATE A PARTICULAR SERVICE UNDER THE APPLICABLE SERVICE LEVEL AGREEMENT.
9.4 CUSTOMER ACKNOWLEDGES AND AGREES THAT THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY ARE REASONABLE AND ARE A MATERIAL INDUCEMENT FOR NUWAVE ENTERING INTO AND PROVIDING SERVICES PURSUANT TO THIS AGREEMENT. NOTWITHSTANDING THE ABOVE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS LIMITING THE LIABILITY FOR (A) PERSONAL INJURY OR DEATH RESULTING FROM THE NEGLIGENCE OF A PARTY OR ITS EMPLOYEES, (B) FRAUD OR FRAUDULENT MISREPRESENTATION, (C) WILFUL MISCONDUCT, OR (D) CUSTOMER’S LIABILITY ARISING FROM CUSTOMER’S ACTUAL OR ALLEGED BREACH OF SECTION 5 (EMERGENCY SERVICES), SECTION 13.4 (COMPLIANCE WITH LAWS), OR SECTION 13.6 (EXPORT COMPLIANCE) OF THIS AGREEMENT.
11.1 Customer shall be responsible for the following:
- Certificate(s) of Exemption: Customer shall provide NUWAVE with properly executed Certificate(s) of Exemption, in form substantially similar to one or more of the forms contained in the NUWAVEs Exemption Certificate Packet, for all applicable foreign, federal, state, county and local taxes and fees (if any);
- Customer Network Security: Customer is responsible for maintaining the security of its internal network from unauthorized access through the Internet. NUWAVE shall not be liable for unauthorized access to Customer’s network or other breaches of Customer’s network security;
- Usage Taxes: Customer shall be responsible for billing, collecting, and paying any and all local, county, state, or federal taxes or charges due on usage which Customer bills to its customers;
- Consents: Customer shall obtain at its own expense any governmental or regulatory consents or certifications with respect to the utilization of NUWAVE’s network as contemplated by this Agreement;
- Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users and for updating and maintaining Administrative User accounts. NUWAVE shall not be liable for any loss of data, feature or functionality caused directly or indirectly by the Administrator User’s acts and omissions or for Customer’s failure to update and maintain Administrative User Accounts.
- Unlawful Use: Customer shall not permit or use of the NUWAVE Services(s), systems or facilities for any use or purpose not permitted by law;
- Technical Information: Customer shall, upon NUWAVE’s request, promptly furnish any technical information or specifications relating to its system as may be reasonably required by NUWAVE;
- Additional Documentation (for Voice Calling Plan Services): In certain countries, Customer and/or End Users may need to complete additional documentation to accommodate local requirements, which will be identified by NUWAVE prior to providing the applicable Service component of the solution;
- Routing (for Voice Calling Plan Services): Customer agrees to send a normal distribution of traffic and shall not engage in advantageous routing; and
- Forecasts (for Voice Calling Plan Services): NUWAVE may request forecasts from Customer regarding the number of minutes expected to be used, so as to enable NUWAVE to configure optimum network arrangements.
12.2 Purposes of Transfer and Processing: Customer hereby consent (and shall obtain the necessary consents from Customer’s End Users) to NUWAVE collecting and processing Personal Information relating to Customer and Customer’s End Users during the Term of this Agreement solely for the following purposes:
a. the provision of NUWAVE’s Service(s) that Customer and Customer’s End User has subscribed to, and for legal and other purposes required for the provision of the services such as customer service, technical support, billing and reconciliation, operational maintenance, fraud detection and prevention, as required by law and to communicate with Customer; and
b. sending information to Customer via email, phone or postal mail about NUWAVE’s products, services and events that may be of interest to Customer.
12.3 Disclosure and Transfer. NUWAVE may make such information available to its affiliate entities, employees, agents, third party suppliers, and/or contractors to the extent required to perform the Services and to regulatory authorities.
12.4 Transfer. Customer acknowledges and understands that in order for NUWAVE to provide the Services, Personal Information may be transferred to countries outside the contracting jurisdiction, including the United States of America. Customer warrant to NUWAVE that Customer will obtain the necessary consents for such transfer of Personal Information.
12.5 Data Protection Compliance. Each Party represents and warrants to the other Party that it complies with its obligations under relevant Privacy Laws. Customer further represents and warrants to NUWAVE that it shall provide proper notices to, and obtain necessary consents from, its end-users and/or employees about how their Personal Information may be used, stored, and disclosed to service providers engaged by Customer.
13.1 Changes to the Service(s). NUWAVE may make upgrades or changes to the Service(s) which will not materially diminish the functionality of the Service(s) without prior notice to the Customer. In the event that a change to the Service(s) would, in NUWAVE’s reasonable discretion and judgment, materially diminish or impair the functionality, performance, availability or security of the Service(s) (“Change”), NUWAVE will provide notice of the Change and if such Change is unacceptable to the Customer, the Customer may terminate the Service(s) without penalty within thirty (30) days of notification of the Change. Any use of the Services after the such notification date will be deemed Customer’s acceptance of the Change.
13.2 Reservation of Rights. Notwithstanding anything to the contrary herein, NUWAVE reserves the right, but is not obligated, to (i) monitor and review Customer’s use of the Services, including to ensure Customer’s compliance with the Agreement; (ii) reject, refuse to transmit, block, or remove any content (including Customer Data); and (iii) access, read, preserve, or disclose any information that NUWAVE reasonably believes is necessary to (a) comply with applicable law, regulation, legal process, or government request, (b) enforce the Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to Customer’s support requests, or (e) protect the rights, property or safety of NUWAVE, its customers, its customers’ end users, and/or the public. Customer agrees to provide NUWAVE with any information NUWAVE reasonably requests to investigate and resolve issues relating to Customer’s Account.
14.1 Notice. Except where this Agreement permits notice via email, online portal or designated URL link, all notices provided by a Party under this Agreement must be in writing and sent via internationally recognized delivery service or certified mail (receipt requested). Notices sent via email or online portal will be deemed given on the date sent during normal business hours of the recipient (or the next business day if sent after normal business hours of the recipient). Notices sent via any other authorized delivery method will be deemed given five (5) business days after being sent. Notices must be addressed as follows: if to Nuwave Communications, Attn: Legal, 8275 S. Eastern Ave., Ste. 200, Las Vegas, Nevada , USA, 89123, and for notices permitted to be sent via email, to email@example.com; and, if to Customer, Attn: Legal at the billing address on record with NUWAVE that was provided by Customer, and for notices permitted to be sent via email or online portal, to Customer’s then-current Account Administrator(s) email address or online account.
14.2 Services Provided by NUWAVE Affiliates. If a Service Order provides for the provision of Services in a jurisdiction other than a jurisdiction within which NUWAVE is authorized to provide services, such Services may be provided to Customer and/or to Customer’s End User by an Affiliate of NUWAVE and the NUWAVE may coordinate or manage that Affiliate’s Services in that jurisdiction. In certain jurisdictions where an Affiliate of the NUWAVE is providing the Services, then the relevant NUWAVE Affiliate may require additional supporting documentation from Customer and/or Customer’s End User in a format prescribed by the NUWAVE Affiliate, and Customer agrees to provide such requesting supporting documentation. NUWAVE and the NUWAVE Affiliate shall have no obligation to provide any Services until it receives such Supporting. If a Service Order requires the delivery of Services in a jurisdiction where, in order for such Service Order to be enforceable, additional terms must be added, the Parties shall incorporate such additional terms in the Service Order (preserving to the fullest practicable extent this Agreement).
14.3 Third-Party Cloud Services/Applications Terms. Customer may order third-party add-on cloud applications and services provided by third party licensors (“Third Party Cloud Services/Applications”). Customer acknowledges that NUWAVE may provide the Third-Party Cloud Services/Applications on a pass-through basis and the Third-Party Cloud Services/Applications are provided to Customer subject to the relevant End User License Agreement (“EULA”) entered into between Customer and the Third-Party Cloud Services/Applications licensor (“Third Party Licensor”). Customer specifically authorizes NUWAVE to engage the Third-Party Cloud Services/Applications licensor as a subprocessor (where applicable) and consents to NUWAVE engaging and sharing Personal Data with Third-Party Cloud Services/Applications licensor to process the Personal Data subject to the EULA. NUWAVE makes no representations or warranties as to any Third-Party Cloud Services/Applications provided to Customer, all of which is provided to Customer on an “AS IS” basis and subject to the EULA. Except for pass through service credits received by NUWAVE from Third-Party Licensor on behalf of Customer, Customer shall look solely to the indemnifications, warranties and remedies provided by the Third-Party Licensor under the EULA.
14.4 Compliance with Laws. Each Party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including without limitation all relevant Anti-Bribery Laws. Customer shall not use the Service(s) in any manner or for any purpose, which constitutes a violation of applicable laws in any jurisdiction in which the Services are being provided and shall indemnify NUWAVE against any such unlawful use of the Services.
14.5 Regulatory and Legal Changes. In the event of any change in applicable law, regulation, decision, rule, order or market conditions that is beyond the control of NUWAVE and materially increases NUWAVE’s costs or adversely affects NUWAVE’s delivery of the Services, NUWAVE shall provide notification to Customer regarding the modified rates to be charged to Customer to reflect such increase in cost or the revisions to this Agreement necessary to equitably adjust for such adverse effect. Within seven (7) days after NUWAVE’s delivery of written notice of the modification, then (i) NUWAVE may pass such increased costs through to Customer upon such seven (7) days’ notice and/or revise this Agreement as appropriate to equitably adjust for such adverse effect, and (ii) Customer may terminate the affected Service without termination liability by delivering written notice of termination no later than seven (7) days after the effective date of the rate increase or after a materially adverse change to the Agreement.
14.6 Export Compliance. The Parties acknowledge that products, software, and technical information (including but not limited to the Service(s), technical assistance and training) provided under this Agreement may be subject to export control and sanctions laws and regulations of the United States and other countries, and any use or transfer of the products, software, or technical information must be in compliance with all applicable regulations. The Parties will not use, distribute, transfer, or transmit the products, software, or technical information (even if incorporated into other products) except in compliance with all applicable export control and sanctions regulations. If requested by either Party, the other Party agrees to sign written assurances and other export-related documents as may be required to comply with all applicable export regulations.
14. 7 Restricted Rights for Government Contracting. If Customer is a United States government agency or acquired the license to the software hereunder pursuant to a government contract or with government funds, then as defined in FAR §2.101, DFAR §252.227-7014(a)(1) and DFAR §252.227-7014(a)(5) or otherwise, all software provided in connection with this agreement are “commercial items,” “commercial computer software” or “commercial computer software documentation.” Consistent with DFAR §227.7202 and FAR §12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution by or for the United States government is governed solely by the terms of this agreement and is prohibited except to the extent permitted by the terms of this agreement.
14.8 Force Majeure. Neither Party will be liable for any failure to perform due to unforeseen circumstances or causes beyond its reasonable control, including, but not limited to, acts of God, war, embargoes, acts of civil or military authorities, governmental act, law or regulation, insurrections, terrorism, epidemic, quarantine, delay in delivery by vendors (not caused by either Party), fire, flood, accident, strikes, inability to secure transportation facilities, fuel, energy, labor or materials. In the event of force majeure, time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby.
14.9 Applicable Law: This Agreement shall be construed and governed in accordance with the laws of the State of Nevada with respect to any dispute arising under this Agreement, other than billing disputes, which are to be resolved by arbitration in accordance with Section 3.8, the parties hereby reserve all rights and remedies available to them under the laws of the State of Nevada. Customer specifically consents to the jurisdiction of the courts of the State of Nevada for the purpose of resolving any such dispute.
14.10 Waiver: A waiver by either party of a breach of any provision of the Agreement shall not constitute, nor operate as, a waiver of any subsequent breach.
14.11 Partial Invalidity: The invalidity or unenforceability of any particular provision of this Agreement shall not effect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
14.12 Headings and Interpretation: All headings contained herein are inserted for convenience only and do not constitute a part of the Agreement and these General Terms. The words and phrases used herein shall have the meaning generally understood in the telecommunications industry. This Agreement shall be construed in accordance with its fair meaning and not for or against either party on account of which party drafted this Agreement.
14.13 Assignment: This Agreement and any rights or obligation arising under it may not be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld, except, however, that either Party may assign this Agreement and/or a Service Order to an Affiliate or as part of a corporate reorganization, consolidation, merger or sale of substantially all of its assets by providing advance written notice to the other Party of any such proposed assignment. Any such assignment by Customer shall be conditioned on a determination by NUWAVE that the assignee is at least as creditworthy as Customer. Any purported assignment in contravention of this clause shall be invalid and the assigning Party shall remain bound. This Agreement and/or the relevant Service Order will bind and inure to the benefit of each Party and each Party’s successors and permitted assigns.
14.14 Relationship of Parties. NUWAVE and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between NUWAVE and Customer. Except as explicitly stated herein, nothing in the Agreement shall confer upon any third parties any rights, benefits, or remedies.
- “Account” means the combination of all account(s) (including, but not limited to, Customer’s End User and Administrator accounts) through which NUWAVE provides Services to Customer and its Affiliates.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
- “Anti-Bribery Laws” means all applicable anti-bribery laws (including such anti-bribery laws that may apply extra-territorially) and which include without limitation, (i) the U.S. Foreign Corrupt Practices Act; (ii) Corruption of Public Officials Act of Canada; (iii) the UK Bribery Act; and (iv) any commercial bribery laws of the United States, UK and Canada, all as may be amended from time to time.
- “Applicable Law” means, in respect of each Party and/or the Service(s), all provisions of local and national law, statutes, rules, regulations and orders of governmental bodies or regulatory agencies applicable to such Party and/or the Service(s), and all orders and decrees of all courts in proceedings or actions to which the Party in question is a party.
- “End User” means Customer’s users who ultimately use or is intended to use the Services.
- “Governmental Authority” means any governmental or quasi-governmental body, whether foreign or domestic, including any department, agency, commission, bureau or other administrative or regulatory bodies, courts, public utilities and communications authorities (e.g., the U.S. Federal Communications Commission, USAC, CRTC or OFCOM).
- “Service Order” means the NUWAVE Services Agreement ordering document and/or orders placed electronically through the iPilot platform, accepted by Customer and NUWAVE detailing the specific products and Services purchased by the Customer.
- “Personal Information” means any information that identifies or could reasonably be used to identify an individual, and any other personal information that is subject to any Applicable Laws with respect to privacy or data protection.
- “Customer” means the end customer entering into the Agreement and ordering the Services.
14.16 Order of Precedence: In the event of any conflict between the documents comprising this Agreement, precedence shall be given to the documents in the following descending order: (a) Service Order(s); (b) Statement of Work(s); (c) Addendum; (d) Schedule/Exhibit/ Attachment; and (e) the terms and conditions of this Agreement.
14.17 Entire Agreement. This Agreement, along with any Schedules and attachments hereto, represents the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior agreements, negotiations and oral understandings, if any, between the Parties, except where Customer has executed a separate written agreement or signed a Service Order referencing a separate agreement governing your use of the Services, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such agreement. NUWAVE reserves the right to revise this Agreement by posting a revised version on its website (www.nuwave.com), which will be effective five (5) business days after posting. Continued use of the Services after the effective date of revision will constitute Customer’s acceptance of the revised Agreement. If Customer objects to the revisions, Customer may terminate any Service Orders governed by this Agreement by providing written notice to NUWAVE prior to the effective date of revision, and Customer will remain obligated to pay amounts due to NUWAVE under such Service Orders without a refund of prepaid fees. Customer’s termination will be effective upon NUWAVE’s written acknowledgement of such termination, and in no event later than thirty (30) days from NUWAVE’s receipt of Customer’s termination notice. This Agreement shall inure to the benefit of and be binding upon each of the parties and their respective successors, assigns, heirs, executors, administrators, and trustees. Any non-English translation of this Agreement is provided for convenience only and in the event of any ambiguity or conflict between translations, the English version is authoritative and controls.