Disclosures, Policies & Rates

Reference our International Rates & Fees

Reference our international, in-country rates and surcharges

For NTT Calling International Calling Plans, see NTT Calling Rates

Reference our Offshore Rates & Fees

This Regulatory Recovery Fee (1%) is used to recover Nuwave Communication’s costs associated with federal and state regulatory programs and requirements. This is not a government-mandated charge or tax.

This Stir/Shaken Recovery fee (1%) is used to recover NuWave Communications’ costs associated with providing STIR/SHAKEN to authenticate and verify caller identification (ID) information for Internet Protocol (IP)-based voice calls. This is not a government-mandated charge or tax.

This fee is used to recover contributions NuWave Communications is required to make to the federal Universal Service Fund, which provides support to promote access to telecommunications services at reasonable rates for those living in rural and high-cost areas, income-eligible consumers, rural health care facilities, and schools and libraries. NuWave Communications is permitted, but not required, to recover these costs from its customers. The Federal Communications Commission (FCC) sets the applicable USF rate on a quarterly basis and is subject to change.

This fee is used to recover NuWave Communications’s costs directly associated with providing 911 and E911 for DigitalLine customers. This is not a government-mandated charge. This fee applies to DigitalLine and VoIP customers only

The NuWave Communications Compliance and Administrative Cost Recovery Fee (“CRF”) is a fee that NuWave Communications charges in order to recover the various costs and expenses that it incurs in connection with: Complying with legal, regulatory, and other requirements, including without limitation federal, state, and local reporting and filing Requirements;responding to subpoenas, civil investigation demands, and other official requests, and otherwise assisting with official investigations; Reporting and managing payments to third party telecommunications services providers; And acquiring and protecting intellectual property, including without limitation through the filing and maintenance of patents, trademarks, and other proprietary rights. The CRF is not a tax, nor is it mandated by any level of government or government agency.

This is a charge imposed by local governments to help pay for emergency services such as fire and rescue.

These taxes are imposed by state (US) or provincial (CAN), local, and municipal governments.

EFFECTIVE: June 10, 2024 (Ver 2.3)

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. SERVICES

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 iPILOT^TM 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”):

i. Call Path Calling Plan for UC.   NUWAVE can provide unlimited users a per call path calling plan solution with fixed outbound minutes for the applicable Home Territory per call path utilizing applicable certified SIP Trunks/concurrent call paths/channels and redundant transport. For the Home Territory of North America only, each concurrent Call Path includes the fixed outbound minutes as set forth in the Service Order (all other outbound minutes are subject to the applicable Voice Rates), unlimited inbound minutes as set forth in the Service Order and unlimited between users of the applicable OEM UC Cloud Platform. For North America only, monthly outbound minute allocations may be pooled for North America.   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. In addition, iPilot Services are included as part of the Call Path Calling Plan. The applicable Voice Rates, dial codes and billing increments are published on our website at: https://www.nuwave.com/policies/#voice-rates (see Voice Rates).

ii. Unified Voice Calling Plan for UC. NUWAVE can provide a per user calling plan solution and includes the applicable Home Territory minutes per user pooled for the same Home Territory as set forth in the Service Order (for the Home Territory of North America only, for all other outbound minutes the applicable Voice Rates apply), 1 DID per user (Ported or New), and 1 Dynamic 911 Service Record per user (North America only). In addition, iPilot Platform Services are included as part of the Unified Voice Calling Plan. The applicable Voice Rates, dial codes and billing increments are published on our website at: https://www.nuwave.com/policies/#voice-rates (see Voice Rates).

iii. SIP TRUNKS: NUWAVE can provide Session Initiation Protocol (SIP) trunking as a communications service provision that uses an application layer protocol to steer voice over IP connectivity. Select Voice Calling Plan Add-On service options are available. The applicable Voice Rates, dial codes and billing increments are published on our website at: https://www.nuwave.com/policies/#voice-rates (see Voice Rates).

c.) Available Home Territories for Voice Services: 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”):

d. Available Home Territories for Voice Services: 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”):

i. 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/

ii. Standard Emergency Services: basic or enhanced emergency services is required to be enabled by Customer.

iii. 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, Wi-Fi 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.

iv. Inbound Caller ID Name Display: Enables caller ID information (where available) to be displayed for incoming callings to the Customer’s End User.

v. Outbound Caller ID Name: Customer has the option to select Main outbound Caller ID Name Display or Individual outbound Caller ID.

vi. 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.

vii. 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.

viii. Outbound International Calling: Customer can enable its End Users to make outbound international and offshore calls as part of the selected Calling Plan.  

ix. Network Interconnect: The customizable network interconnect option is available at an additional cost.

x. 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. Customer Premise Equipment Ordering Through NUWAVE. NUWAVE can enable Customer to order select IP desk phones, handsets, headsets, equipment and other hardware products directly related to the Services (“NUWAVE Provided CPE”) and which may be procured for Customer by NUWAVE through its third-party vendors and any terms of use, warranty and indemnification rights provided by the manufacturer and/or third-party vendor shall be passed through to Customer (NUWAVE is not responsible for installation or professional service support unless expressly set forth in a Service Order).  
f. 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. ACCOUNT SETUP AND MANAGEMENT

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.

2.5Account Administrators. The End User(s) or reseller partner/provider 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 legal@nuwave.com. 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. Billing and Payment

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 at least 30 days written notice prior to 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. VOICE CALLING PLAN SERVICE SPECIFIC REQUIREMENTS AND LIMITATIONS

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:

a.) Sequential dialing of telephone numbers at the NPA or NXX level;
b.) 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;
c.) 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;
d.) Cause any caller identification service to transmit misleading or inaccurate caller identification information, whether or not with the intent to defraud or cause harm;
e.) Place calls for the primary purpose of generating queries to a CNAM (Calling Name) or similar database;
f.) 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);
g.) 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;
h.) Collect callback;
i.) mproper use of ANI or CPNI; or
j.) 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. EMERGENCY CALLING SERVICES

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. End User License and Restrictions

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: (i) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Service(s), except to the extent expressly permitted by applicable law (and then only with prior notice to NUWAVE)); (ii) use the Services to develop a similar or competing product or service; (iii) modify or create derivative works of the Service; (iv) copy any element of the Service(s); or (v) remove, obscure or modify in any way any proprietary or other notices or attributions in the Service(s).

7. TERM, TERMINATION AND SUSPENSION

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.

a.) 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.

b.) 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:

a.) NUWAVE determines that Customer have or are engaging in any unlawful activity in connection with provision or use of the Service(s);
b.) Customer’s provision or use of the Service(s) violates Applicable Law;
c.) NUWAVE determines that Customer has created or caused to be created multiple free accounts;
d.) NUWAVE determines that Customer has used a fraudulent credit card to pay for Service charges on Customer’s Account;
e.) NUWAVE determines that Customer have verbally abused or harassed any of its employees, contractors, agents, or other representatives;
f.) 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;
g.) NUWAVE is ordered by law enforcement or other Governmental Authority to suspend or terminate Service(s) to Customer’s Account;
h.) 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;
i.) 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;
j.) NUWAVE determines that such action is necessary to protect, maintain, or improve the Services or the Nuwave network;
k.) to prevent fraud or potential harm to NUWAVE, its customers, or other third parties affiliated with NUWAVE; or
l.) 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. Representations and Warranty

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).

8.3Disclaimer 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. Indemnification and Limitation of Liability

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 14.4 (COMPLIANCE WITH LAWS), OR SECTION 14.6 (EXPORT COMPLIANCE) OF THIS AGREEMENT.

10. Confidentiality

10.1 Confidentiality. Each Party may obtain proprietary information regarding the other Party, including customer lists and information, business and marketing plans, trade secrets, technical data and information, network architecture information, billing and pricing data and information, or any other information which is inherently of a confidential or proprietary nature (the “Confidential Information”). Each Party agrees to maintain all Confidential Information in confidence and will not disclose such Confidential Information to any third party, nor use any such Confidential Information for its own or another’s benefit or for any other purpose except solely for the purpose for which it is supplied. This confidentiality obligation shall remain for a period of three (3) years after the termination of this Agreement (except for trade secrets, which shall remain subject to the confidentiality terms of this Agreement for so long as they constitute trade secrets).   Each Party shall use the same efforts (but in any case, not less than reasonable efforts) to protect the information it receives hereunder as it accords to its own information. This Agreement shall not prevent any disclosure of information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party shall use promptly notify the disclosing Party of this required disclosure so that the disclosing party may seek a protective order or other appropriate remedy.

11. CUSTOMER’S RESPONSIBILITIES

11.1 Customer shall be responsible for the following:

a.) 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);
b.) 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;
c.) 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;
d.) 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;
e.) 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.
f.) 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;
g.) 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;
h.) 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;
i.) Routing (for Voice Calling Plan Services): Customer agrees to send a normal distribution of traffic and shall not engage in advantageous routing; and
j.) 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. Transfer and Processing of Personal Information.

12.1 Privacy Policy. Customer confirm you have read and understood NUWAVE’s Privacy Policy, a copy of which is available on https://www.nuwave.com/policies/, as updated from time to time. The Privacy Policy, and all policies noticed at https://www.nuwave.com/policies/ are incorporated into this Agreement by this reference.

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. CHANGES TO THE SERVICE(S) AND RESERVATION OF RIGHTS

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. GENERAL TERMS.

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 legal@nuwave.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.

14.15 Definitions:

a.) “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.

b.) “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.
c.) "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.
d.) "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.
e.) “Customer” or “Customer’s” or “Customer” means the end customer entering into the Agreement and ordering the Services.
f.) “End User” means Customer’s users who ultimately use or is intended to use the Services.
g.) “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).
h.) “OEM UC Cloud Platform” means the selected original equipment manufacturer unified communications cloud platform as a service (eg: Microsoft Teams, Zoom) used under license by the End Customer.
i.) “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.
j.) “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.
k.) “UC Cloud Solution” means the OEM UC Cloud Platform licensed and provided by a third party unified communications provider and used by the End Customer in conjunction with Service(s) provided by NUWAVE.

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.

EFFECTIVE DATE: September 14, 2022

THESE SELF-ACTIVATION TRIAL SERVICE AGREEMENT and any referenced NUWAVE policies (“Agreement”) govern Customer’s use of the Trial 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 under Company Name in the online self activation login page (“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.”

By clicking “I Agree” or using the Trial Services you agree to this Agreement. If you are agreeing to this Agreement for use by an organization, you are agreeing to this Agreement on behalf of that organization, and you represent and warrant that you have the authority to bind that organization to this Agreement.

The Parties agree to the following terms and conditions for testing of the Trial Service:

1. Trial Services: During the Trial Period, NUWAVE grants Customer a limited, non-exclusive, and non-transferable right to access and use the following service(s) subject Trial Scope:
   • a) iPILOT Service: the NUWAVE’s proprietary iPILOT cloud platform as a service which provides a fully automated provisioning portal to support the Microsoft Teams voice enablement functionality via Direct routing or Operator connect lifecycle by automating migration, deployment, capacity management, tenant management, support, analytics, and integration.
   • b) Self Activation of Voice Calling Services Provided by Microsoft Operator Connect Partner(s): through the iPILOT Service and Microsoft Teams Admin Center, Customer can select NUWAVE or Microsoft Operator Connect provider(s) for voice calling services in applicable countries (“Local Service Provider”).  The selected Local Service Provider(s) shall be the carrier of record and provide voice calling services directly to the Customer in the selected country.
2. Trial Scope: During the Trial Period, NUWAVE will enable: (i) 3 DID per selected country (subject to local regulations and requirements); (ii) up to 100 minutes of outbound minutes to selected domestic destinations; and (iii) unlimited inbound minutes. For all Emergency Services, Customer is responsible updating/adding Emergency Service record(s) and shall be responsible for any charges or fees for failure to do so.  Usage of eFax Cloud Services and Toll Free Numbers and any other NUWAVE offerings will not be available as part of the Trial Services. Customer must provide correct information requested during trial activation and Trial Period.
3. Trial Purpose: Customer may try or evaluate the Trial Services for internal testing purposes only to validate the required features and functionality of the Trial Service from NUWAVE.  Customer should not use the Trial Services for any commercial business purposes during the Trial Period.
4. Trial Period: The Trial Service shall continue until the earlier of: (i) 30 days from the Trial Commencement Date; (ii) terminated pursuant to the terms of this Agreement; or (iii) replaced with a separate definitive agreement between the Parties.
5. Trial Service Availability: NUWAVE reserves the right to limit, modify or terminate the Trial Services to certain countries and destinations during the Trial Period.
6. Permitted Use: Customer may use the Trial Services solely for the Trial Purpose in accordance with this Agreement. The Trial Services may not be used for a commercial purpose nor resold nor provided to any third party. Customer shall ensure that any use of the Trial Services are in compliance with applicable laws, rules and regulations together with any associated technical documentation and manual that comes along with the Trial Services. NUWAVE may immediately suspend or terminate the Trial Service if it determines, in its sole discretion, that any use of the Trial Services by Customer is in violation of this Agreement.
7. No Reverse Engineering. Customer shall not, directly or indirectly, copy, decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, techniques or algorithms, or create derivative works using all or any portion of the Trial Service or permit or encourage any third-party to do so.
8. No Transfer of Rights and Intellectual Property: Neither Customer nor any third party shall acquire any right, title, interest or license in NUWAVE’s Intellectual Property along with any underlying Intellectual Property by virtue of this Agreement. NUWAVE reserves all rights not expressly granted under this Agreement.
9. Right To Terminate: NUWAVE shall have the right to terminate the Trial Service for convenience and without liability during the Trial Period in its sole discretion (including any applicable extension period). Additionally, NUWAVE shall have the immediate right to terminate the Trial Service for cause and without liability at any time in the event that Customer breaches the terms of the Agreement.
10. Fraudulent Use of Trial Services: Customer shall be solely responsible for all charges incurred with the Trial Service which were incurred through or as a result of fraudulent or unauthorized use of the Trial Service. Customer shall indemnify NUWAVE for such fraudulent or unauthorized use of the Trial Service.
11. Restriction of Use: Customer shall under no circumstance, send any unsolicited traffic to the Trial Service or NUWAVE’ Network and shall at all times make necessary arrangements to prevent such traffic from reaching the Trial Service or NUWAVE’s network. Should unsolicited traffic nonetheless be sent by Customer, the following actions shall be taken: (i) the Party detecting that unsolicited traffic has been sent shall immediately contact the other Party informing that unsolicited traffic has been sent, (ii) the Parties shall initiate efforts to work in good faith and exchange information (with timestamp, content, destination number and originator) in order to determine the source of the unsolicited traffic as soon as possible after the incident.  Customer shall be liable for paying any fines or penalties levied by a government, regulatory body or mobile network operator on the NUWAVE Network as a result of unsolicited or illegal traffic sent by Customer to NUWAVE. In no event shall NUWAVE be liable for losses due to service, fraudulent or illegal use of the Trial Service by Customer (including its customers and their end-users), for traffic originating or terminating on either Party’s network. If there is a violation of this section, NUWAVE reserves the right to suspend or terminate the Trial Service.
12. Telemarking/Advertising of Goods: Customer shall under no circumstances use the Trial Service for telemarketing or disseminates offerings of goods or services, Customer specifically warrants that: (i) all messages sent by Customer utilizing the Trial Service, contain the name and contact information for Customer, (ii) Customer will do all actions necessary to ensure that it complies with applicable state, federal or foreign “Do Not Send” or “Do Not Call” requirements and with telemarketing registration statutes and regulations, and (iii) Customer will not utilize the Trial Service in a manner that results in a violation of any applicable laws or regulations. THE ADVERTISING OF GOODS, SERVICES OR REAL PROPERTY BY THE TRANSMISSION OF UNSOLICITED MESSAGES, MAY BE IN VIOLATION OF APPLICABLE LAWS AND REGULATIONS AND MAY SUBJECT YOU TO LEGAL PENALTIES. Processing of any opt-out requests as required under applicable laws is Customer’s responsibility. NUWAVE expressly disclaims all responsibility for and authority over, the receipt and processing of any opt-out requests.
13. Emergency Calling Services
    • a) 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.
    • b) 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.
    • c) 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.
    • d) 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.
14. Confidentiality: Company may obtain proprietary information regarding NUWAVE, including application architecture and design, business and marketing plans, trade secrets, technical data and information, network architecture information, customer lists and information, billing and pricing data and information, or any other information which is inherently of a confidential or proprietary nature (the “Confidential Information”). Customer agrees to maintain all Confidential Information in confidence and will not disclose such Confidential Information to any third party, nor use any such Confidential Information for its own or another’s benefit or for any other purpose except solely for the purpose for which it is supplied. This confidentiality obligation shall remain for a period of three (3) years after the termination of this Agreement (except for trade secrets, which shall remain subject to the confidentiality terms of this Agreement for so long as they constitute trade secrets).   Customer shall use the same efforts (but in any case, not less than reasonable efforts) to protect the information it receives hereunder as it accords to its own information. This Agreement shall not prevent any disclosure of information pursuant to applicable law or regulation, provided that prior to making such disclosure, Customer shall use promptly notify NUWAVE of this required disclosure so that the NUWAVE may seek a protective order or other appropriate remedy.
15. Personal Information: By accepting this Agreement and by proceeding to use our Trial Services, Customer expressly consent that NUWAVE may, to the extent consistent with law, use, process, and transfer Customer’s Personal Information, including transfers between Affiliates and transfers between countries, solely as required for the provision of the Trial Services, account administration, customer service, technical support, billing and reconciliation, operational maintenance and support, fraud detection and prevention, as required by law or regulation, and to communicate with Customer.  Customer confirms you have read and understood NUWAVE’s privacy policy, a copy of which is available on https://www.nuwave.com/policies/#policies , as updated from time to time. 
16. No Warranties: Save as otherwise provided in this Agreement, NUWAVE gives no warranty, express or implied, with respect to the Trial Service provided hereunder. The Trial Service are provided on an "as is" and "as available" basis without warranties of any kind, express or implied, including but not limited to warranties of title, non-infringement or implied warranties of merchantability or fitness for a particular purpose.
17. Limitation of Liability: Save for any direct loss or damage limited to the Charges paid for the Trial Service, to the extent permissible under applicable law, Customer agrees that NUWAVE shall have no liability for any loss or damage however caused or arising out of the provision of the Trial Service whether due to a failure to perform or any other reason. In no event will NUWAVE be liable to Customer or any third party for (a) any direct, consequential, incidental, special, or indirect damages of any kind or nature, or (b) for any loss of income, loss or damage of data, and damage to business reputation, in both cases under any theory of law or equity, and whether or not NUWAVE is notified of the possibility of such damages.
18. Governing Law and Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of the State of Nevada without regard to its conflicts of law principles.  The Parties hereby consent to the exercise of exclusive jurisdiction by the state or federal courts in the State of Nevada for any claim relating to the enforcement of, or any rights under, this Agreement.
19. Export Control: The Parties acknowledge that the Trial Services (including but not limited to the service, software, or technical information) may be subject to export control and sanctions laws and regulations of the U.S. 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.
20. Feedback: During the Trial Period, NUWAVE may request Customer’s participants to provide verbal or written feedback of the Trial Service through interviews or surveys (“Trial Feedback”). 
21. Definitions: Capitalized terms used herein will have the following meaning:
    • a) “Affiliate” means an entity that now or in the future, directly or indirectly controls, is controlled by or is under common control with a Party.
    • b) “Charges” means the charges payable by Customer for the Trial Services including equipment (if any) (including but not limited to monthly recurring charges and non-recurring charges) as identified in this Agreement.
    • c) “Intellectual Property” means all patents, patent applications, trademarks, service marks, trade dress, copyrights, trade secrets, proprietary methods, products, whether related to Trial Services, and/or any other form of proprietary rights, throughout the world whether registered or unregistered.
    • d) “Personal Information” means any information that may identify an individual, including names, addresses, telephone numbers, electronic addresses, passwords, credit card numbers or other account data, customer proprietary network information, or any information regarding an individual that is protected under any Privacy Laws applicable to the Trial Services.
    • e) “Privacy Laws” means any applicable law that relates to the security and protection of personally-identifiable information, data privacy, trans-border flow or data protection.
    • f) “Testing” means usage of the Trial Services as defined in this Agreement solely for the purposes of Customer evaluation and expressly not for resale nor other commercial purposes.
    • g) “Trial Commencement Date” means the activation date of the Trial Services.
22. SLA. Trial Services are provided on an “as-is” basis and service levels are not applicable.
23. Commercial Production Order.  Customer may convert to a commercial production account of NUWAVE Services by entering into a separate definitive agreement for full-service capability and functionality at any time during or after the Trial Period. Customer may not be able to re-use same DIDs provided during Trial period.
24. Entire Agreement. This Agreement, along with any 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. This Agreement may not be amended, supplemented, or modified in any way, except by an amendment in writing and signed by authorized representatives of the Parties. 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.