Disclosures & Policies

The necessary fine print details...

General

Last Updated: October 14, 2014

 

THESE ONLINE TERMS OF SERVICE, including the Order(s) and any applicable Service Attachments, which by this reference are incorporated herein (“Agreement”), are a binding agreement between NuWave Communications, Inc., with its primary office at 8275 S Eastern Ave Ste 157-200, Las Vegas, NV 89123, (“NuWave Communications”), and the legal entity identified in the Order (“Customer”). NuWave Communications and Customer may be individually referred to as a “Party” or collectively as the “Parties.”

NuWave Communications provides 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 and complies with this Agreement. By electronically signing this Agreement, Customer (a) accepts this agreement and agrees that Customer is legally bound by its terms; and (b) represents and warrant that: (i) its representative is 18 years of age or of legal age to enter into a binding agreement; and (ii) 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 these terms. If Customer does not agree to the terms of this agreement, neither Customer nor its End Users may not download, install, or use the services or equipment.

Definitions 

Capitalized terms not defined have the meaning given to them in Exibit A.

Ordering and Term

Ordering Services

Customer may order Services by executing an Order in the format provided by NuWave Communications and submitting electronically on the NuWave Communications website or, for subsequent Orders, via the Administrative Portal. The Order will identify the Services requested by Customer together with: (i) the price for each Service; (ii) scheduled Start Date; (iii) and products leased, licensed or sold to Customer, if any. An Order will become binding when it is executed by the Customer and accepted by NuWave Communications. NuWave Communications may accept an Order by commencing performance of the requested Services. The Services will begin on the Start Date. Customer may purchase additional Services, software, and equipment through Orders via the Administrative Portal.

Service Descriptions 

The Service Attachment(s) applicable to Customer’s Services are incorporated into and forms a part of this Agreement.

NuWave Communications Office is a cloud-based unified communications service that includes enterprise-class voice, fax, text, call handling, mobile apps, and BYOD capability that integrates with a growing list of applications.

Equipment

Customer may purchase equipment from NuWave Communications for use with the Services. The terms and conditions that govern any such transaction can be found at: Hardware Terms Conditions

Term of this Agreement

The Term of this Agreement will commence on the Effective Date and continue until the last Order is terminated or expires, unless terminated earlier in accordance with its terms.

Services Term and Automatic Renewal

The Services Term will begin on the Start Date of the initial Order and continue for the initial term set forth in the initial Order (“Initial Term”). Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless the Customer gives notice of non-renewal at least thirty (30) days before the expiration of the Initial Term or the then-current Renewal Term. The term of any recurring Services added to the Account after the initial Order is submitted will start on the Start Date of the subsequent Order, will run coterminously with the then-current Term of any preexisting Services, and will be billed on the same billing cycles as the preexisting Services.

Invoicing and Payment

 Prices and Charges

All prices are identified in Canadian dollars on the website or Administrative Portal. Additional charges may result if Customer activates additional features, exceeds usage thresholds, or purchases additional Services or equipment. Customer will be liable for all charges resulting from use of the Services on its Account.

Recurring charges for the Services begin on the Start Date, and will continue for the Term. Recurring charges (such as charges for Digital Lines, product licenses, minute bundles, and equipment rental fees) will, once incurred, remain in effect for the then-current Term. NuWave Communications will provide notice of any proposed increase in such charges no later than thirty (30) days before the end of the Initial Term or then-current Renewal Term, and any such increase will be effective on the first day of the next Renewal Term. Administrative Fees that NuWave Communications is entitled to pass on to its customers as a surcharge pursuant to applicable Law may be increased on thirty (30) days’ written notice.

Outbound calling rates will be applied based on the rate in effect at the time of use. Customer may locate the currently effective rates in the Administrative Portal.

Billing and Payment

All Services and equipment must be purchased via valid credit or debit card at the time of purchase. By providing a valid credit or debit card, Customer is expressly authorizing all Services and equipment charges and fees to be charged to such payment card, including recurring payments billed on a monthly or annual basis. In addition, Customer’s provided credit card shall be used for any in-month purchases of additional services and products, or where Customer has exceeded usage or threshold limits, any overage charges. Recurring charges are billed to the credit or debit card associated with your Account monthly in advance for those Services and equipment in the following month. Credit and debit card payments are subject to the approval of the card issuer, and NuWave Communications will not be liable in any way if a card issuer refuses to accept a credit or debit card for any reason. Customer is responsible for any credit card chargeback or similar fees for refused or rejected payments that NuWave Communications is entitled to charge under this Agreement. If the payment card associated with Customer’s Account is declined or fails for any reason, NuWave Communications will send Customer a notice using the contact information associated with Customer’s Account. NuWave Communications may continue to attempt charging Customer’s payment card for outstanding charges and additional fees along with any other rights and remedies available to NuWave Communications under this Agreement, at law or in equity.

Unless otherwise stated at the time of purchase or on the billing statement, payment is due in full, without deduction or set-off, within thirty (30) days of the date on the billing statement. Any payment not made when due may be subject to a late payment fee equivalent to the lesser of (i) one and a half percent (1.5%) per month; or (ii) the highest rate allowed by Law. NuWave Communications’s acceptance of late or partial payments (regardless of how they are marked or designated (including without limitation as ‘Paid in Full’, ‘Accord and Satisfaction’, or similarly)) will not waive, limit, or prejudice in any way NuWave Communications’s rights to collect any amount due. NuWave Communications may terminate the Services and this Agreement for non-payment if any fees or charges are not paid within thirty (30) days of the due date.

Taxes

All rates, fees, and charges are exclusive of applicable Taxes, for which Customer is solely responsible. Taxes may vary based on jurisdiction and the Services provided. Taxes, access fees, universal service or other recovery fees, or similar charges will be adjusted on the date in which those increases become effective as mandated by competent authority. If any withholding tax is levied on the payments, then Customer must increase the sums paid to NuWave Communications so that the amount received by NuWave Communications after the withholding tax is deducted is the full amount NuWave Communications would have received if no withholding or deduction had been made.

Billing Disputes

If a Customer reasonably and in good faith disputes any portion of NuWave Communications’s charges, it must provide written notice to NuWave Communications within thirty (30) days of the billing date, identifying the reason for the dispute and the amount being disputed. Customer’s dispute as to any portion of the billing statement will not excuse Customer’s obligation to timely pay the undisputed portion of the billing statement. Upon resolution, Customer must pay any unpaid amounts within thirty (30) days. Any amounts that are found to be in error resulting in an overpayment by the Customer will be applied as a billing credit against future charges. Customer will be reimbursed any such outstanding billing credits at the expiration or termination of this Agreement.

Provision of the Service

General Terms

NuWave Communications will provide the Services as described in the relevant Service Attachment. NuWave Communications may enhance, replace, and/or change the features of the Services, but it will not materially reduce the core features, functions, or security of the Services during the Term without Customer’s consent.

Customer Care

  • a) Customer must provide all first-tier support to Customer’s End Users. NuWave Communications may require Customer’s Helpdesk support personnel to complete a series of training courses on NuWave Communications’s Services. Such training will be provided online by NuWave Communications at no cost.
  • b) NuWave Communications will make second-tier remote support available to Customer’s Helpdesk personnel and/or Account Administrators via NuWave Communications Customer Care call center, which will be available 24/7, to attempt to resolve technical issues with, and answer questions regarding the use of the Services. Onsite and implementation services are not included in the NuWave Communications Customer Care support.
  • c) Any individual contacting Customer Care on behalf of Customer must be authorized to do so on behalf of the Account, and will be required to follow NuWave Communications’s authentication protocol.

Professional Services

NuWave Communications offers a broad portfolio of professional services that includes onsite and remote implementation services; extended enterprise services including dedicated proactive network monitoring and premium technical support; and consulting. Any such services are governed by this Agreement, the Professional Services terms, and any applicable Statement of Work (SOW), which may be attached hereto.

Subcontracting

NuWave Communications may provide any of the Services hereunder through any of its Affiliates or subcontractors, provided that NuWave Communications will bear the same degree of responsibility for acts and omissions for those subcontractors acting on NuWave Communications’s behalf in the performance of its obligations under this Agreement as it would bear if such acts and omissions were performed by NuWave Communications directly.

Use of the Service

Service Requirements

The Services are dependent upon Customer’s maintenance of sufficient Internet access, networks and power as set forth in NuWave Communications’s Technical Sufficiency Criteria, available at Technical Sufficiency Criteria. NuWave Communications will not be responsible for any deficiencies in the provision of the Services if Customer’s network does not meet NuWave Communications’s Technical Sufficiency Criteria.

Use Policies

Customer and its End Users may use the Services only in compliance with this Agreement, applicable Law, and the Use Policies referenced below, which are incorporated into and form part of this Agreement. Customer may not use, or permit the use of the Services, to interfere with the use of NuWave Communications’s service by others or with the operation of the NuWave Communications Network. Customer may not resell the Services. Customer must ensure that its End Users comply with the Use Policies. Any breach of this Section (Use Policies) will be deemed a material breach of this Agreement. NuWave Communications may update the Use Policies from time to time, and will provide notice to Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to Customer.

Acceptable Use Policy

The Services must be used in accordance with NuWave Communications’s Acceptable Use Policy, available at Acceptable Use Policy

Notwithstanding anything to the contrary in this Agreement, NuWave Communications may act immediately and without notice to suspend or limit the Services if NuWave Communications reasonably suspects fraudulent or illegal activity in the Customer’s Account, material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of the NuWave Communications Network provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. NuWave Communications will promptly remove the suspension or limitation as soon as the condition, activity or use is resolved and mitigated in full. If Customer anticipates legitimate but unusual activity on its Account, Customer should contact NuWave Communications Support in advance to avoid any Service disruption.

Emergency Services

NuWave Communications’s policy governing the provision of emergency services accessed via the Services is available at Emergency Services

iii. Numbering Policies

The provision, use, and publication of numbers used in conjunction with the Services are governed by NuWave Communications’s Number Porting Policy

Termination

Termination for Cause

Either Party may terminate this Agreement and any Services purchased hereunder in whole or part by giving written notice to the other Party if the other Party: i) breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of such notice; ii) at the written recommendation of a government or regulatory agency following a change in either applicable Law or the Services; or iii) upon the commencement by or against the other Party of insolvency, receivership or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors.

Effect of Termination

  • a) If Customer terminates the Services, a portion of the Services, or this Agreement in its entirety due to NuWave Communications’s material breach under Section 6(A) (Termination for Cause), Customer will not be liable for any fees or charges for terminated Services for any period subsequent to the effective date of such termination (except those arising from continued usage before the Services are disconnected), and NuWave Communications will provide Customer a pro-rata refund of all any prepaid and unused fees or charges paid by Customer for terminated Services.
  • b) If this Agreement or any Services are terminated for any reason other than as a result of a material breach by NuWave Communications or as set forth in Section 14(K) (Regulatory and Legal Changes) the Customer must, to the extent permitted by applicable Law and without limiting any other right or remedy of NuWave Communications, pay within thirty (30) days of such termination all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services for the remainder of the then-current Term plus related Taxes and fees.

Intellectual Property

Limited License

  • Subject to, and conditional upon Customer’s compliance with, the terms of this Agreement, NuWave Communications grants to Customer and its End User, a limited, personal, revocable, non-exclusive, non-transferable (other than as permitted under this Agreement), non-sublicensable license to use any software provided or made available by NuWave Communications to the Customer as part of the Services (“Software”) to the extent reasonably required to use the Services as permitted by this Agreement, only for the duration that Customer is entitled to use the Services and subject to the Customer being current on its payment obligations.
  • Customer will not, and will not allow its End Users, to:
    • a) Sublicense, resell, distribute or assign its right under the license granted under this Agreement to any other person or entity;
    • b) modify, adapt or create derivative works of the Software or any associated documentation;
    • c) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software;
    • d) use the Software for infringement analysis, benchmarking, or for any purpose other than as necessary to use the Services Customer is authorized to use;
    • e) create any competing Software or Services; or
    • f) remove any copyright or other proprietary or confidential notices on any Software or Services.

IP Rights

NuWave Communications’s Rights

Except as expressly provided in this Agreement, the limited license granted to Customer under Section 7(A) (Limited License) does not convey any ownership or other rights or licenses, express or implied, in the Services, any related materials, or in any Intellectual Property 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. All rights not expressly granted herein are reserved and retained by NuWave Communications and its licensors. The Software and Services may comprise or incorporate services, software, technology or products developed or provided by third parties, including open source software or code. Customer acknowledges that misuse of NuWave Communications Services may violate third-party IP Rights.

Customer Rights

As between NuWave Communications and Customer, Customer retains title to all IP Rights that are owned by the Customer or its suppliers. To the extent reasonably required or desirable for the provision of the Services, Customer grants to NuWave Communications a limited, personal, non-exclusive, royalty-free, license to use Customer’s IP Rights in the same. Customer must provide (and is solely responsible for providing) all required notices and obtaining all licenses, consents, authorizations or other approvals related to the use, reproduction, transmission, or receipt of any Customer Content that includes personal or Confidential Information or incorporates any third-party IP rights.

Use of Marks

Neither Party may use or display the other Party’s trademarks, service mark or logos in any manner without such Party’s prior written consent.

Confidentiality

Restrictions on Use or Disclosures by Either Party

During the Term of this Agreement and for at least one (1) year thereafter, the Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information.

Each Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to it in order to perform or exercise such Party’s rights or obligations under this Agreement and who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Each Party may disclose the other Party’s Confidential Information in any legal proceeding or to a governmental entity as required by Law.

These restrictions on the use or disclosure of Confidential Information do not apply to any information which is independently developed by the Receiving Party or lawfully received free of restriction from another source having the right to so furnish such information; after it has become generally available to the public without breach of this Agreement by the Receiving Party; which at the time of disclosure was already known to the Receiving Party, without restriction as evidenced by documentation in such Party’s possession; or which the Disclosing Party confirms in writing is free of such restrictions.

Upon termination or expiry of this Agreement, the Receiving Party will promptly delete, destroy or, at the Disclosing Party’s request, return to the Disclosing Party, all Disclosing Party’s Confidential Information in its possession, including deleting or rendering unusable all electronic files and data that contain Confidential Information, and upon request will provide the Disclosing Party with certification of compliance with this subsection.

Data Protection

Data Privacy

NuWave Communications respects Customer’s privacy and will only use the information provided by Customer to NuWave Communications or collected in the provision of the Services in accordance with: (a) the Privacy Notice available at Privacy Notice, which is incorporated by reference. NuWave Communications may update the Privacy Notice and the Data Protection Agreement from time to time, and will provide notice of such update to Customer at the email address on file with the Account. Such updates will be effective thirty (30) days after such notice to Customer.

Data Security

NuWave Communications will take commercially reasonable precautions, including, without limitation, technical (e.g., firewalls and data encryption), administrative and physical measures, to help safeguard Customer’s Account, Account Data, and Customer Content against unauthorized use, disclosure, or modification.

Customer must protect all End Points using industry-standard security measures. Customer is solely responsible to keep all user identifications and passwords secure. Customer must monitor use of the Services for possible unlawful or fraudulent use. Customer must notify NuWave Communications immediately if Customer becomes aware or has reason to believe that the Services are being used fraudulently or without authorization by any End User or third party. Failure to notify NuWave Communications may result in the suspension or termination of the Services and additional charges to Customer resulting from such use. NuWave Communications will not be liable for any charges resulting from unauthorized use of Customer’s Account.

Software Changes

NuWave Communications may from time to time push software updates and patches directly to Customer’s device(s) for installation and Customer will not prevent NuWave Communications from doing so. Customer must implement promptly all fixes, updates, upgrades and replacements of software and third-party software that may be provided by NuWave Communications. NuWave Communications will not be liable for inoperability of the Services or any other Services failures due to failure of Customer to timely implement the required changes.

LIMITATION OF LIABILITY

Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (1) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; (2) COSTS OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (3) LOSS OF USE, LOSS OR CORRUPTION OF DATA; OR (4) LOSS OF BUSINESS OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER PARTY WILL BE LIABLE FOR ACTIONS REASONABLY TAKEN TO COMPLY WITH LAW.

Direct Damages

EXCEPT AS SET FORTH HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE PARTIES UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PREVIOUS SIX (6) MONTHS. LIMITATIONS UNDER THIS SECTION 10(B) (DIRECT DAMAGES) WILL NOT APPLY TO: I) CUSTOMER PAYMENT OBLIGATIONS; II) EITHER PARTY’S LIABILITY FOR INFRINGEMENT OF THE OTHER PARTY’S IP RIGHTS; III) EITHER PARTY’S LIABILITY RESULTING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL OR CRIMINAL MISCONDUCT; OR IV) CUSTOMER’S LIABILITY RESULTING FROM USE OF THE SERVICES IN BREACH OF THE ACCEPTABLE USE POLICY OR EMERGENCY SERVICES POLICY.

NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH MAY NOT BE RESTRICTED, LIMITED OR EXCLUDED PURSUANT TO APPLICABLE LAW.

Survival

The limitations of liability contained in this Section 10 (Limitation of Liability) will survive termination or expiration of this Agreement and apply in any and all circumstances (except as expressly set forth above), including without limitation in the event of any failure of the essential purpose of any limited warranty or available remedy provided herein.

Indemnification

Indemnification Obligations

Customer agrees to indemnify and defend NuWave Communications and its Affiliates at Customer’s expense, from and against any and all third-party claims, arising out of or in connection with: i) material violation of applicable Law by the Customer or its End Users in connection with the use of the Services; ii) use of the Services in a manner not authorized by this Agreement; iii) failure to promptly install any updates of any software or firmware or accept or use modified or replacement items provided by or on behalf of NuWave Communications, or iv) claims relating to Customer Content. Further, Customer will indemnify and hold harmless NuWave Communications against all damages, costs, and legal fees finally awarded against NuWave Communications by a court of competent jurisdiction in connection with such third-party claim, or agreed to in a written settlement agreement approved in writing by the Customer.

Defense and Indemnification Procedures

Any Party seeking defense or indemnification (the “Indemnified Party”) must provide the Party from which it seeks such indemnification or defense (the “Indemnifying Party”) with the following: (a) prompt written notice of the third-party claim, (b) sole control over the defense and settlement of the third-party claim, and (c) reasonable information, cooperation, and assistance in connection with the defense and settlement of the third-party claim. The Indemnified Party’s failure to comply with the foregoing obligations will not relieve the Indemnifying Party of its defense or indemnification obligations under this Section (Indemnification), except to the extent that the Indemnifying Party is prejudiced by such failure. The Indemnified Party will have the right to participate at its own expense in the defense of such third-party claim, including any related settlement negotiations. No such claim may be settled or compromised by the Indemnifying Party without the Indemnified Party’s express written consent (which such consent may not be unreasonably withheld, conditioned, or delayed), unless such settlement or compromise includes a full and complete release of all claims and actions against the Indemnified Party by each party bringing such third-party claim.

Warranties

NuWave Communications Warranty

NuWave Communications will provide the Services using a commercially reasonable level of skill and care, in material compliance with all applicable Laws and otherwise subject to the terms of this Agreement. To the extent permitted by Law, NuWave Communications shall pass through to Customer any and all warranties NuWave Communications receives in connection with equipment provided to Customer.

Customer Warranty

Customer’s and its End Users’ use of the Services must at all times comply with all applicable Laws and this Agreement.

Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NUWAVE COMMUNICATIONS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT NUWAVE COMMUNICATIONS CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

Dispute Resolution

Good Faith Attempt to Settle Disputes

In the event of any dispute or claim arising out of or relating to the Agreement (a “Dispute”), each Party will appoint a duly authorized representative which will confer with the other Party before either Party brings legal action, to make a reasonable and good faith effort to settle or otherwise resolve such Dispute.

Venue

In the event that the Parties are unable to resolve a Dispute, any related action, lawsuit, or proceeding must be brought in and adjudicated exclusively by state or federal courts located in the city and county of San Francisco, Las Vegas, United States of America. Each Party hereby consents to and agrees to submit to the exclusive venue and personal jurisdiction of such courts with respect to any such actions or lawsuits and irrevocably waives any right that it might have to assert that either forum is not convenient or that any such courts lack jurisdiction.

Equitable Relief

Any breach of either Party’s IP Rights will cause that Party irreparable harm for which monetary damages will be inadequate and such Party may, in addition to other remedies available at Law or in equity, obtain injunctive relief without the necessity of posting a bond or other security, proof of damages, or similar requirement, in additional to any other relief to which such Party may be entitled under applicable Law.

Limitations

Except for actions for nonpayment or liability arising from Section 10 (Indemnification), no claim, suit, action or proceeding relating to this Agreement may be brought by either Party more than two (2) years after the cause of action has accrued. Any actions, lawsuits, or proceedings must be conducted solely on an individual basis and the Parties expressly waive any right to bring any action, lawsuit or proceeding as a class or collective action, private attorney general action or in any other capacity acting in a representative capacity.

Miscellaneous

Relationship of the Parties

NuWave Communications and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between NuWave Communications and Customer.

Assignment

Neither Party may assign the Agreement or any portion thereof without the other Party’s prior written consent (which such consent may not be unreasonably withheld or delayed), however either Party may assign the Agreement and all of that Party’s rights and obligations thereunder without consent (a) to an Affiliate; (b) to the Party’s successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets used in connection with the provision of Services under this Agreement; or (c) as part of the transfer or disposition of more than fifty percent (50%) of a Party’s voting control or assets. This Agreement will bind and inure to the benefit of the Parties, and their permitted assigns and successors.

Notices

Except where otherwise expressly stated in the Agreement, all notices or other communications must be in English and are deemed to have been fully given when made in writing and delivered in person, upon delivered email, confirmed facsimile, or five days after deposit with an reputable overnight courier service, and addressed as follows: to NuWave Communications at NuWave Communications, Inc., Legal Dept., 20 Davis Drive, Belmont, CA 94002 USA, with a copy to legal@NuWave Communications.com, and to Customer at either the physical address or email address associated with the Customer Account. Customer acknowledges and agrees that all electronic notices have the full force and effect of paper notices.

The addresses to which notices may be given by either Party may be changed upon written notice given to the other Party pursuant to this Section or by Customer in the Administrative Portal.

Force Majeure

Excluding either Party’s payment obligations under the Agreement, neither Party will be responsible or liable for any failure to perform or delay in performing to the extent resulting from any event or circumstance that is beyond that Party’s reasonable control, including without limitation any act of God; national emergency; third-party telecommunications networks; riot; war; terrorism; governmental act or direction; change in Laws; fiber, cable, or wire cut; power outage or reduction; rebellion; revolution; insurrection; earthquake; storm; hurricane; flood, fire, or other natural disaster; strike or labor disturbance; or other cause, whether similar or dissimilar to the foregoing, not resulting from the actions or inactions of such Party.

Third-Party Beneficiaries

NuWave Communications and Customer agree that there will be no third-party beneficiaries to this Agreement.

Internal Customer Activities

NuWave Communications does not have any obligation to assist in or otherwise mediate in the event of any dispute between Customer representatives or Customer and any third party with respect to ownership or control of any Account or Account Data. All information within NuWave Communications’s records regarding the ownership or control of an Account or Account Data, Services ordered, and numbers assigned to an Account will be definitive and controlling for purposes of administering the Account. In the event of any such dispute, NuWave Communications may take any course of action that it deems appropriate based on the information available, which include declining to take any course of action.

NuWave Communications may access your Account and related data as required to provide the Services. However, NuWave Communications has no obligation to access your Account, Account Data or any Customer Content for any other purposes. Services do not include or consist of any investigation, review, verification, production, compilation, modification, or other similar services for any Account Data or Customer Content. Services do not include the provision of any legal, accounting or other professional services.

Headings, Interpretation

The headings, section titles, and captions used in the Agreement are for convenience of reference only and will have no legal effect. All defined terms include related grammatical forms, and, whenever the context may require, the singular form of nouns and pronouns include the plural, and vice versa. The Parties agree that this Agreement will be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore should not be construed against a Party or Parties on the grounds that the Party or Parties drafted or was more responsible for drafting the provision(s).

Governing Law

The Agreement is governed by the Laws of the State of Las Vegas, excluding its choice of Law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or Customer’s use of the products or Services.

Anti-Bribery

Each Party represents that in the execution of this Agreement and in the performance of its obligations under this Agreement it has complied and will comply with all applicable anti-bribery Laws and regulations, including, without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar applicable Laws.

Export Control

Any services, products, software, and technical information (including, but not limited to, services and training) provided pursuant to the Agreement may be subject to U.S. export Laws and regulations. Customer will not use distribute, transfer, or transmit the services, products, software, or technical information (even if incorporated into other products) except in compliance with U.S. and other applicable export regulations.

Regulatory and Legal Changes

In the event of any change in Law, regulation or industry change that would prohibit or otherwise materially interfere with NuWave Communications’s ability to provide Services under this Agreement, NuWave Communications may terminate the affected Services or this Agreement or otherwise modify the terms thereof.

Entire Agreement

The Agreement, together with any exhibits, Orders, and Attachments, each of which is expressly incorporated into this Agreement with this reference, constitutes the entire agreement between the Parties and supersedes and replaces any and all prior or contemporaneous understandings, proposals, representations, marketing materials, statements, or agreements, whether oral, written, or otherwise, regarding such subject.

Order of Precedence

In the event of any conflict between the documents comprising this Agreement, precedence will be given to the documents in the following descending order: (i) the applicable Order; (ii) Use Policies and Privacy Notice incorporated by reference in this Agreement; (iii) the main body of this Agreement; (iv) the applicable Service Attachment; and (v) and any other document expressly referred to in this Agreement which governs the Services.

Amendments

Except as otherwise provided, this Agreement may only be modified by a written amendment (provided electronically or otherwise) executed by authorized representatives of both Parties. In no event will handwritten changes to any terms or conditions, including in the applicable Order, be effective. Notwithstanding the foregoing, NuWave Communications may update this Agreement or any of its Policies from time to time, and will provide notice to Customer at the email address on file with the Account. Such updates will become effective thirty (30) days after such notice to Customer. In the event that any such update would be of material detriment to Customer and is not required by Law, Customer must inform NuWave Communications of its objection within ten (10) days of receiving the notice provided under this provision. If the Parties, negotiating in good faith cannot reach agreement within thirty (30) days, Customer may terminate the portion of the Services affected by the change without penalty by written notice to NuWave Communications. Any use of the Services after the effective date will be deemed Customer’s acceptance of the change.

Severability and Waiver

In the event any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such provision(s) will be stricken and the remainder of this Agreement will remain legal, valid and binding. The failure by either Party to exercise or enforce any right conferred by this Agreement will not be deemed to be a waiver of any such right or to operate so as to bar the exercise or enforcement of any such or other right on any later occasion. Except as otherwise expressly stated in this Agreement, all rights and remedies stated in the Agreement are cumulative and in addition to any other rights and remedies available under the Agreement, at Law, or in equity.

Publicity

Notwithstanding anything to the contrary in this Agreement, NuWave Communications may identify Customer as a customer (including use of any Customer logo or trademark) and may refer to this Agreement during its earnings calls and in connection with its business deals, press releases, and marketing and/or promotional materials.

Execution

Each Party represents and warrants that: (a) it possesses the legal right and capacity to enter into the Agreement and to perform all of its obligations thereunder; (b) the individual executing an Electronic Signature regarding the Agreement on that Party’s behalf has full power and authority to execute and deliver the same; and (c) the Agreement will be a binding obligation of that Party.

Electronic Signature and Counterparts

This Agreement may be executed electronically and in separate counterparts each of which when taken together will constitute one in the same original. Each Party agrees that an Electronic Signature, whether digital or encrypted, is intended to authenticate this Agreement and to have the same force and effect as manual signatures.

Survival

The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of this Agreement or an Order will survive expiration or termination of this Agreement or the Order, including without limitation payment obligations, warranty disclaimers, indemnities, limitations of liability, definitions and miscellaneous.

Attachment A – Definitions

Definitions. Capitalized terms used in this Agreement but otherwise not defined have the following meaning:

  • “Account” means the numbered account established with NuWave Communications and associated with Customer and the Services provided to Customer under this Agreement. For billing and convenience purposes, multiple services, Digital Lines, or End Users may be included in a single billing account, and/or a single Customer may have multiple billing accounts encompassing different geographic locations, business units, or other designations as requested by Customer and accepted by NuWave Communications.
  • “Account Administrator” means the person(s) who have been granted authority by Customer to set up, amend, or otherwise control settings and/or make additional purchases for the Account via the Administrative Portal. Account Administrators may have varying levels of Account rights, skills, or permissions.
  • “Account Data” means: any business contact information provided with the Account; NuWave Communications-generated logs of calling or other metadata developed or collected in the provision of the Services; configuration data; and records of Digital Lines and any Services purchased under this Agreement.
  • “Administrative Fees” means any administrative recovery fees, 911 cost recovery fees and the like separately charged by NuWave Communications to Customer.
  • “Administrative Portal” means the online administrative portal through which Account Administrators control settings and/or make additional purchases for the Account.
  • “Affiliate(s)” means a person or entity that is controlled by a Party hereto, controls a Party hereto, or is under common control with a Party hereto, and control means beneficial ownership of great than fifty percent (50%) of an entity’s then-outstanding voting securities or ownership interests.
  • “Confidential Information” means any information disclosed by or on behalf of the Disclosing Party) to the Receiving Party that should reasonably be considered as confidential given the nature of the information and the circumstances surrounding its disclosure.
  • “Customer Content” means the content of calls, facsimiles, SMS messages, voicemails, voice recordings, shared files, conferences or other communications transmitted or stored through the Services.
  • “Digital Line” means a phone number assigned to an End User or a specifically designated location (e.g., conference room) and the associated voice service for inbound and outbound calling that permits an End User generally to make and receive calls to and from the public switched telephone network as well as to and from other extensions within the same Account.
  • “Disclosing Party” means the Party disclosing Confidential Information or on whose behalf Confidential Information is disclosed by such Party’s agents, including but not limited to, its Affiliates, officers, directors, employees and attorneys.
  • “Dispute” has the meaning set forth in Section 13(A) (Good Faith Attempt to Settle Disputes).
  • “Effective Date” means the date of execution of the initial Order.
  • “Electronic Signature” means an electronic sound, symbol, or process, including clicking a digital button to accept, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record.
  • “End Point” means an application or device through which any End-User might access and/or use any of the Services, including without limitation IP Desk Phones, Desktop Clients, Web Clients, Mobile Applications, and Software Integrations.
  • “End User” means an individual user to whom Customer makes the Services available, and may be a natural person, and may include but is not limited to Customer’s employees, consultants, clients, external users, invitees, contractors and agents.
  • “Helpdesk” means first-tier support provided to End Users by Customer.
  • “Indemnifying Party” and “Indemnified Party” have the meanings set forth in Section 11(C) (Defense and Indemnification Procedures).
  • “Initial Term” has the meaning set forth in Section 2(E) (Services Term).
  • “Intellectual Property Rights” or “IP Rights” means all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (a) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (b) copyrights and copyright registrations, and “moral” rights; (c) the protection of trade and industrial secrets and Confidential Information; (d) other proprietary rights relating to intangible property; (e) trademarks, trade names and service marks; (f) a person’s name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (g) analogous rights to those set forth above; and (h) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).
  • “Law” means any law, statute, regulation, rule, ordinance, administrative guidance, treaty or convention, or court or administrative order or ruling of any governing Federal, State, Provincial, local or non-U.S. governmental body with jurisdiction over the Services.
  • “Order(s)” means a request or order for Service describing the type and quantity of Services required by Customer and submitted and accepted by the Parties in accordance with Section 2(A) (Ordering Services). The Order may be presented and executed on the NuWave Communications website or via the Administrative Portal.
  • “Receiving Party” means the Party or its agents, including, but not limited to its Affiliates, officers, directors, employees and attorneys receiving Confidential Information.
  • “Renewal Term” has the meaning set forth in Section 2(E) (Services Term).
  • “NuWave Communications Customer Care” means NuWave Communications’s Customer support operations, available at https://success.NuWave Communications.com/RCContactSupp.
  • “NuWave Communications Network” means the network and supporting facilities between and among the NuWave Communications points of presence (“PoP(s)”), up to and including the interconnection point between the NuWave Communications’s network and facilities, and the public Internet, private IP networks, and the Public Switched Telephone Network (PSTN). The NuWave Communications Network does not include the public Internet, a Customer’s own private network, or the PSTN.
  • “Service(s)” means all services provided under this Agreement, and set forth in one or more Order(s).
  • “Start Date” means the date so identified in the relevant Order or the date on which Customer orders Services via the website or the Administrative Portal.
  • “Taxes” means all federal, state, provincial, local, and municipal sales, international excise, value-added, transactional, regulatory, and other taxes and assessments and other governmental fees, surcharges, levies or amounts (including without limitation charges related to the recovery of amounts contributed to any contribution, universal service or other governmental fund or entity, whether or not such recovery is mandated by any Law).
  • “Term” means the Initial Term plus any Renewal Terms.
  • “Use Policy” refers to any of the policies identified in Section 4(B) (Use Policies).

Date of Last Revision: October 2019

 

  1. Limited License

 

Nuwave Communications grants you a limited license to access and make personal, non-commercial use of our website (the “Site”) and the content displayed on it. Any other redistribution, retransmission, copying, or publication of any content from this Site is strictly prohibited without the express written consent of Nuwave Communications. Our grant of this limited license does not include, without limitation: (1) any right of resale or commercial use of the Site or any of its content; (2) the collection and use of any service or product listings or descriptions; (3) making derivative uses of the Site or any of its contents; or (4) use of any data mining, “spiders,” “robots,” “wanderers,” or similar data gathering and extraction methods; (5) any access, or attempt to access, any materials or information on this Site through any means not purposely made available by Nuwave Communications, including but not limited to bypassing the navigational structure of the Site. Except as noted above, Nuwave Communications does not grant to you any right or license by implication, estoppel, or otherwise in or under any copyright, trademark, service mark, registered trademark, or proprietary right of Nuwave Communications or any third party. See the Copyright and Trademarks and Service Marks sections below for further information.

 

Nuwave Communications may update these terms (the “Agreement”) from time to time. All elements in this Agreement are subject to amendment from time to time. The intervals in which Nuwave Communications may propose an amendment is weekly. The amendment proposal will be provided to you at least thirty (30) days but no more than ninety (90) days before the date on which the amendment shall take effect. Upon such amendment, you have the option of either terminating this Agreement or retaining the existing agreement unchanged. Your continued use of the Site after changes have been posted constitutes agreement to the updated terms and conditions.

 

  1. Additional Agreements

 

Because the Site serves a number of functions, including registration for and access to Nuwave Communications Services, your use of the Site also may be governed by other agreements; the terms of those agreements are in addition to the terms set forth herein. In the event that Site terms contradict terms set forth in a specific Nuwave Communications Service agreement, the Service agreement shall control.

 

  1. Copyright

 

All content, copyrighted materials, and copyrightable materials on this Site, including, without limitation, the Nuwave Communications® and Nuwave Communications® affiliate logos, designs, text, graphics, pictures, sound files and other files, page layouts, and the selection and arrangement thereof (“Materials”) are Copyright © 2013 Nuwave Communications and/or its affiliates ALL RIGHTS RESERVED. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Nuwave Communications or affiliated copyright owner. Nuwave Communications and its affiliates grant you permission to display, copy, distribute, and download the Materials on this Site for personal, non-commercial, and informational use only, provided that you may not, without the permission of Nuwave Communications or its affiliated copyright owner (1) copy, publish, or post any Materials on any computer network or broadcast or publications media, (2) modify the Materials, or (3) remove or alter any copyright and other proprietary notices contained in the Materials.

 

  1. Trademarks and Service Marks

 

All marks and logos featured in this Web site—including, but not limited to, Nuwave Communications®, – are either trademarks, service marks, or registered trademarks of Nuwave Communications or its affiliates. These trademarks, service marks, and registered trademarks may not be copied, imitated, or used, in whole or in part, without the prior written permission of Nuwave Communications or its affiliates. All page headers, Nuwave Communications and Nuwave Communications.com custom graphics, buttons, icons, and scripts are either trademarks, service marks, and/or trade dress of Nuwave Communications or its affiliates, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Nuwave Communications or its affiliates. Nuwave Communications and Nuwave Communications affiliate trademarks, service marks, and trade dress may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Nuwave Communications or its affiliates.

 

All other trademarks, service marks, registered trademarks, product and service names and company names or logos that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Nuwave Communications.

 

  1. Framing and Linking

 

You may not frame, enclose, or otherwise use any Nuwave Communications or Nuwave Communications affiliate trademark, logo, design, image, page layout, or other proprietary information displayed on this Site without the prior written permission of Nuwave Communications or its affiliates. See the Copyright and Trademarks and Service Marks sections above for further information.

 

Subject to the restrictions in this Agreement, including without limitation those in the Limited License section above, Nuwave Communications grants to you a limited, nonexclusive right to create a hypertext link (“link”) to the home page of this Site so long as your link does not portray Nuwave Communications or any of its Services in a false, misleading, derogatory, or otherwise defamatory manner. You may not use a Nuwave Communications design, logo, or other proprietary graphic, trademark, or registered trademark to link to this Site without the express written permission of Nuwave Communications.

 

  1. Third-Party Links

 

You may encounter links to this Site on third-party websites. Nuwave Communications may also display on this Site links to third-party websites. In permitting (but only pursuant to the provisions above) or providing these links to you as a convenience, Nuwave Communications in no way implies affiliation, endorsement, or adoption of any linked website, of the owner or operator of such a site, or of any content displayed on such a site. Nuwave Communications does not control in any way such third-party websites. Nuwave Communications accepts no responsibility for—and otherwise makes no claim or representation regarding—the quality, content, or reliability of third-party websites or services accessible by link from this Site, or third-party websites linking to this Site. When leaving the Nuwave Communications Site using a link, you should be aware that these Terms of Use and Nuwave Communications’s Privacy Notice no longer govern your use of or access to whichever website you may view. You should therefore review the terms of use and privacy practices and procedures of that website.

 

  1. International Use

 

Nuwave Communications makes no representation that materials on its Site(s) are appropriate or available for use in locations outside Canada, and accessing them from territories where their contents are illegal is prohibited. You agree to comply with all applicable foreign and domestic laws, rules and regulations regarding the transmission of technical data exported from or imported to Canada or the country in which you reside.

 

  1. Privacy

 

Nuwave Communications’s Privacy Notice describes how Nuwave Communications handles personal information, including information that may be obtained when you access the Site. RC’s Privacy Notice is available here. By using the Site, you consent to the collection, use and disclosure of personal information as set out in the Privacy Notice.

 

  1. Digital Millennium Copyright Act

 

One or more Nuwave Communications Services may allow third parties to upload, transmit, send, or receive copyrighted materials. Nuwave Communications is under no obligation to, and does not, review such materials for purposes of determining copyright infringement. However, except where prohibited by law, Nuwave Communications reserves the right to terminate access to its Services if a user infringes on others’ copyrights, and will, in appropriate circumstances, terminate access to the Services if a user is or is determined by Nuwave Communications to be a repeat infringer.

All claims of copyright infringement for any material believed to reside on Nuwave Communications’ Services should be provided in writing to Nuwave Communications:

 

NuWave Communications, Inc.

8275 S Eastern Ave Ste 157-200

Las Vegas, NV 89123

Any notice of claimed infringement must include all, or substantially all, of the following information:

 

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Nuwave Communications to locate the material.
  • Information reasonably sufficient to permit Nuwave Communications to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

  1. Governing Law, Venue and Dispute Resolution

 

The laws of the state of Las Vegas, U.S.A., excluding its conflicts-of-law rules, govern this Agreement and your use of the Nuwave Communications Services. You agree that any disputes between you and Nuwave Communications shall be adjudicated in the state and federal courts of the State of Las Vegas, U.S.A. Venue for all claims and disputes between you and Nuwave Communications shall be the county of San Mateo, State of Las Vegas. You hereby consent to venue and personal jurisdiction in such courts with respect to such claims or disputes and irrevocably waive any right that such party may have to assert that such forum is not convenient or that any such court lacks jurisdiction. Some jurisdictions do not allow governing law provisions, so certain of the foregoing governing law provisions may not apply to you.

 

Notwithstanding the adjudication requirement above, for any dispute involving $10,000 or less, the party requesting relief may choose to resolve the dispute through binding, non-appearance-based arbitration (i.e., arbitration conducted online, through written filings, and/or via teleconference). Such arbitration shall be conducted through an established alternative dispute resolution service mutually agreed on by the parties, and any judgment rendered by the arbitrator may be entered in any court having jurisdiction. Some jurisdictions do not allow arbitration provisions, so certain of the foregoing arbitration provisions may not apply to you.

 

  1. Severability

 

If any portion of these terms and conditions is determined to be unenforceable under applicable law, that portion shall be construed as nearly as possible to reflect the original intentions of the parties. All remaining terms set forth herein shall continue to have full force and effect.

 

  1. Disclaimers and Limitation of Liability

 

ACCESS TO THIS SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND NUWAVE COMMUNICATIONS DOES NOT GUARANTEE THAT THE SITE WILL BE ACCURATE, COMPLETE, OR FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. NUWAVE COMMUNICATIONS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF CANADA OR ANY PROVINCE THEREOF. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NUWAVE COMMUNICATIONS, ITS EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

 

IN NO EVENT SHALL NUWAVE COMMUNICATIONS BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

 

  1. Third-Party Rights

 

The provisions of the Disclaimers and Limitation of Liability section above are for the benefit of Nuwave Communications and its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

 

  1. Enforceability and Admissibility

 

This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be: (1) deemed for all purposes to be a “writing” or “in writing” and to comply with all statutory, contractual, and other legal requirements for a writing; (2) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (3) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

 

  1. Waiver, Modification, and Assignment

 

Any failure by Nuwave Communications to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right thereof. Neither the course of conduct between Nuwave Communications and a user of this Site nor trade practice shall act to modify any provision of this Agreement. Nuwave Communications may assign its rights and duties under this Agreement to any party at any time without notice to you.

 

  1. Contacting Us

 

If you have any questions, comments or concerns about these Terms of Use, please e-mail us at legal@Nuwave.com, or call us at 1 (888) 368-9283. Alternatively, you can write to us at:

 

Nuwave Communications, Inc.
Attn: Legal Department
8275 S Eastern Ave Ste 157-200
Las Vegas, NV 89123

 

The parties have required that the Website Terms of Use and all documents relating thereto be drawn up in English. Les parties ont demande que cette convention ainsi que tous les documents que s`y rattachent soient rediges en anglais.

 

Nuwave Communications is committed to the policies set forth in these Terms of Use.

Last updated: October 14, 2019

 

Any and all use of NuWave Communications Services is subject to and conditioned upon compliance with the following Acceptable Use Policy (“AUP”). If you have an Agreement with NuWave Communications, this AUP is incorporated into and made a part of your Agreement with NuWave Communications.

 

The Services (including any device, system, network, or account used in connection with the Services, or the NuWave Communications Network) may not be used to:

 

  • Illegal activity.Violate any applicable law, including U.S. federal, state, or local laws or regulations, or any applicable law or regulation of any foreign jurisdiction.
  • Infringing activity.Infringe, misappropriate, or otherwise violate NuWave Communications’s or anyone’s rights (including intellectual property, privacy, personality, publicity, or otherwise; or display or use NuWave Communications’s marks without consent or in violation of NuWave Communications policies.
  • Auto-dialing; trunking; traffic pumping.Perform auto-dialing or “predictive dialing” in an abusive manner; trunk or forward your NuWave Communications phone or fax number to other numbers that handle multiple simultaneous calls or to a private branch exchange (PBX) or a key system; traffic pumping or access stimulation of calls through the Services or the NuWave Communications Network.
  • Exploit or harm minors (e.g., expose them to inappropriate content; ask for personally identifiable information without parental consent).
  • Interference; transmit viruses.Interfere, inhibit, compromise, or otherwise harm the Services or the NuWave Communications Network (regardless of intent or knowledge); transmit any material that contains viruses, time or logic bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
  • Objectionable activity.Act in an indecent, offensive, threatening, harassing, defamatory, libelous, fraudulent, malicious, disruptive, tortious, or other objectionable manner; or create a false caller ID identity (i.e., ID spoofing), forge addresses or headers, or otherwise mislead others about a sender’s identity or origin.
  • Driving; safety.Use while driving or otherwise in an unsafe manner.
  • Harvest information; spam; bulk messages.Harvest or collect information about third parties or End Users without consent; send bulk communications or other content without the recipient’s consent.
  • Excessive or unauthorized use.Use any device, system, network, account, plan, or the Services in an unauthorized manner or in excess of reasonable business use.
  • Circumvent compliance or security.Take advantage of, bypass, exploit, defeat, disable, or otherwise circumvent limitations of the Services, security mechanisms, or compliance with this AUP or any law.
  • Intercept, capture, sniff, monitor, modify, emulate, decrypt, or redirect any communication or data for any purpose.

 

Resale Prohibited. Customer may not sell, resell, sublease, assign, license, or sublicense the Services or any component thereof or use or offer the same on a service-bureau or time-sharing basis.

 

High Risk Use Prohibited. THE SERVICES ARE NOT DESIGNED, MANUFACTURED, INTENDED, OR RECOMMENDED FOR USE FOR ANY HIGH-RISK OR FAIL-SAFE PURPOSE OR ACTIVITY OR IN ANY ENVIRONMENT WHERE FAILURE, INTERRUPTION, MALFUNCTION, ERROR, OR UNAVAILABILITY COULD RESULT IN SUBSTANTIAL LIABILITY OR DAMAGES, PHYSICAL HARM OR PERSONAL INJURY, DEATH OR DISMEMBERMENT, OR PROPERTY OR ENVIRONMENTAL DAMAGE. CUSTOMER SHALL NOT USE THE SERVICES FOR ANY SUCH PURPOSE OR ACTIVITY OR IN ANY SUCH ENVIRONMENT.

 

The list above is not exhaustive or exclusive. For purposes of this AUP, “End User” means an individual user of the Services, and may be a natural person, and may include but is not limited to a Customer’s employees, consultants, clients, external users, invitees, contractors and agents. Except as otherwise provided, terms defined in the Agreement have the same meanings when used in this AUP. The Services must be used only in accordance with and subject to NuWave Communications’s Emergency Services Policy, located at Emergency Services and NuWave Communications’s Privacy Notice, located at Privacy Notice.

 

NuWave Communications may act immediately and without notice to suspend or terminate the Services if, in NuWave Communications’s sole discretion, Customer’s or its End Users’ use of the Services violates the terms of this Acceptable Use Policy.

Customer may cancel any services purchased under this Agreement with written notice to NuWave Communications within thirty (30) days of the date in which the purchase becomes effective. Except as otherwise provided in the Agreement between the Parties, in the event of a timely cancelation, Customer shall not owe any fees or charges for the services being canceled in respect of any period subsequent to the date of such written notice (except those arising from continued Usage), and shall be entitled to a pro-rata refund of any prepaid and unused fees for the services subject to the cancelation. All purchases are final after 30 days.

We updated the NuWave Communications Privacy Notice on October 14, 2019

 

NuWave Communications, Inc. and its worldwide subsidiaries are committed to protecting your privacy. This Privacy Notice (“Notice”), (collectively “NuWave Communications”“us”“we”“our”) explains our privacy practices and provides information on how and why we collect, use and share your personal data through our interaction with you and through our products and services and. when you visit our international websites, available at

Canada.nuwave.net, and its sub-domains (“Website”), our desktop, IP desk phone, and mobile applications (“Apps”) or use our unified cloud communications and collaboration platform (“Services”). The policy also describes your choices regarding use, access, deletion and correction of your personal information.

 

NuWave Communications’s Privacy Notice applies to Customers (including Customer’s End Users) and Users (all other individuals who use the NuWave Communications products or website) provide directly to us when they use our Website, Apps, or Services. If you have any questions or concerns about our use of your personal information, please contact us using the contact details provided at the bottom of this Notice.

 

INFORMATION WE COLLECT

 

The personal information that we may collect about you broadly falls into the following categories:

 

Information which you provide to us

 

Certain parts of our Website and Services may ask you to provide certain personal information. The personal information that you are asked to provide, and the reasons you are asked to provide it, will be made clear to you at the point we ask you to provide your personal information.

 

We collect information which you provide directly to us when you use our Website, Apps or Services. The types of personal information we may collect directly from you include email addresses, postal addresses, phone numbers, employee names, usernames, information about the type of service required, marketing preferences, job titles, credit card payment information, transactional information (including Services purchased), as well as any communications, inquiries, contact or other information you choose to provide during your use of the Services.

 

When you provide this personal information, we will only use this information for the specific reason for which it is provided. If you believe that one of your contacts has provided us with your personal information and you would like to request that it be removed from our database, please contact us at privacy@NuWave.com.

Information we collect automatically when you visit our Website or Apps or use our Services

 

When you visit our Website, or use our Apps or Services, we may collect certain information automatically from your device. In some countries, including in the European Economic Area, this information may be considered personal data under applicable data protection laws:

 

Usage information – We keep track of your activity in relation to the Website, Apps or Services, the configuration of their computers, and performance metrics related to their use of the Website, Apps or Services. For example, when you use our Services, we may collect:

 

  • Traffic data about the communications that take place through our platform (such as calls, team chat, video conferencing, SMS,) to enable us to transmit those communications effectively and efficiently;
  • Network Monitoring data to enable us to maintain the security and agility of our internal networks;
  • Log data about you when they use the Services, Website or Apps including Internet Protocol (“IP”) address, Internet Service Provider (“ISP”), browser type, referring/exit pages, the files viewed on our site (e.g., HTML pages, graphics, etc.), operating system, date/time stamp, and/or clickstream data to analyze trends in the aggregate and administer the site;
  • Device data about any device including mobile phone number and other information related to mobile devices like operating system and model if you use our Services via our Apps. For other devices information collected by cookies and other similar technologies. We use various technologies to collect information which may include saving cookies to your computers;
  • Call Detail Records of data record produced by a telephone call or other telecommunications transactions. The record contains various attributes of the call, such as time, duration, completion status, source number and destination number;
  • Meta data, which is data created about other data which can include size, formatting, other characteristics of a data item;
  • Emails/Communications with us; and
  • Billing data, which includes any payment data.

Cookies and other similar technologies – We use various technologies to collect information which may include cookies when you visit our Website or use our Apps or Services.

Information we collect from third parties

We may collect the names, e-mail addresses, postal addresses and city of residence of individuals from third parties to market our products / services to these individuals. This collection of information and marketing is always carried out in compliance with applicable law. We only receive this information where we have checked that these third parties either have your consent or these third parties are otherwise legally permitted or required to disclose your personal information to us.

We may receive personal information about you from other sources, including publicly available databases or third parties from whom we have purchased data, and combine this data with information we already have about you, in accordance with applicable laws. This helps us to update, expand and analyze our records, identify new customers, and provide products and services that may be of interest to you.

We may collect personal information about you from other applications you may use if you choose to integrate NuWave Communications Apps or Services with other Apps or Services.

 

INFORMATION WE USE

 

We may use the information we collect from you for a range of purposes, including to:

 

  • Administer, operate, protect and maintain the Website, Apps or Services;
  • Process and complete transactions, and send related information, including transaction confirmations and invoices;
  • Manage and improve your use of the Website, Apps or Services;
  • Prepare and provide you testimonials regarding the Website, Apps and / or Services;
  • To help deliver our Website, Apps, or Services to Customers for service and support;
  • Investigate and prevent fraudulent activities, unauthorized access to the Website, Apps or Services, and other illegal activities; and
  • For any other purposes about which we notify and receive your consent from you;
  • To help personalize your experience and retarget you for advertising purposes;
  • Respond to inquiries and requests and to provide you with information and access to resources that you have requested;
  • Aggregate and analyze your and use of the Website, Apps or Services for trend monitoring, marketing advertising purposes; and
  • Send you technical alerts, updates, security notifications, and administrative communications.

 

We and our third-party marketing service providers may also use the information Customers send to us for our marketing purposes, if this is in accordance with your marketing preferences and applicable law. However, you may opt out of our marketing. For further information, see the “Unsubscribe from our mailing List” section below.

Legal basis for processing personal information (EEA only)

 

If you are from the European Economic Area (EEA), our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it.

 

However, we will normally collect personal information from you only where we have your consent to do so, where we need the personal information to perform a contract with you, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms. In some cases, we may also have a legal obligation to collect the personal information in question.

 

If we ask you to provide personal information to comply with a legal requirement or enter into a contract with you, we will make this clear at the relevant time and advise you whether the provision of your personal information is mandatory or not (as well as of the possible consequences if you do not provide your personal information).

 

Similarly, if we collect and use your personal information in reliance on our or a third party’s legitimate interests and those interests are not already listed above (see “Information We Use” section), we will make clear to you at the relevant time what those legitimate interests are.

 

If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us using the contact details provided under the “Contact Us” section below.

 

SHARING AND DISCLOSURE OF INFORMATION TO THIRD PARTIES

 

We will not rent or sell personal information about you. We may share and disclose your information that we collect with the following third parties:

 

  • NuWave Communications or any of its worldwide affiliates consistent with this Notice for data processing;
  • Business partners, contractors, vendors, and authorized third party agents, to:
    • Operate, deliver, improve and customize our Services
    • Provide support and technical services;
    • Send marketing and other operational communications related to our Services;
    • Enforce our acceptable use policy;
    • Law enforcement agencies, regulatory or governmental bodies, or other third parties in order to respond to legal process, comply with any legal obligation; protect or defend our rights, interests or property or that of third parties; prevent or investigate wrongdoing in connection with the Website, Apps or our Services;
    • Any third parties in connection with prospective or actual, sale, merger, acquisition, financing or reorganization of our business.

 

YOUR PRIVACY RIGHTS

 

Update and access to your information

 

Where we process personal information collected via our Website or Apps or via our Services for our own account management, billing or marketing purposes and where required by applicable law, we provide individuals with the opportunity to access, review, modify, and delete any such personal information that we process.

Your Privacy Rights as an EEA Person

 

In addition, if you are from the EEA, you may have broader rights to access and delete your personal information, to object to or restrict processing of your personal information, or request portability of your personal information.

 

To make such requests, you can send an email to privacy@NuWave.com or write to us at the mailing address in the “Contact Us” section below. We will consider and handle all requests in accordance with applicable laws.

 

If we have collected and processed your personal information with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.

 

You also have the right to complain to your local data protection authority at any time. In general, when processing personal information to provide our Services, we do so only on behalf of our EEA Customers and in accordance with their instructions. This means that if you wish to access, review, modify or delete any personal information we process on behalf of a NuWave Communications Customer, under applicable EEA law or otherwise, you should contact that Customer with your request. We will then help them to fulfill that request in accordance with their instructions.

 

Your Privacy Rights as a Nevada Resident

 

If you are a Nevada resident and receive NuWave Communications Services or visit our Website or Apps solely as a private individual—in other words, not as the member or representative of a company or other organization—you may have the right to receive a free, yearly accounting of:

 

  • (1) information identifying each third-party company to whom we may have disclosed, within the past year, personal information pertaining to you for our direct marketing purposes; and
  • (2) a description of the categories of personal information disclosed.

If you are a Nevada resident who qualifies to receive such an accounting and would like to make one, please email privacy@NuWave.com

 

Unsubscribe from our mailing list

 

You may at any time ask us to remove you from our mailing list by sending us an email at unsubscribe@NuWave.com, or by clicking “Unsubscribe” in any e-mail communications or push notification we send you. We will remove you from our mailing list in accordance with applicable laws.

 

To request that your phone number be removed from future sales calls, please email unsubscribe@NuWave Communications.com.

 

THIRD-PARTY SITES

 

This Notice does not apply to, nor are we responsible for, the privacy, information or other practices of any third parties, including any third party operating any site or service to which the Website links including but not limited to social media sites. The inclusion of a link on the Website does not imply our endorsement of the linked site or service. You should check the privacy notices of those sites before providing your personal information to them.

 

BLOGS AND FORUMS

 

Our Website offers publicly accessible blogs or community forums. You should be aware that any information you provide in these areas is public and may be read, collected, and used by others who access them and may remain on the public forum indefinitely. To request removal of your personal information from our blog or community forum, contact us at privacy@NuWave.com. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. We encourage all Users to exercise caution when providing personal information in blogs and community forums.

 

SECURITY

 

Keeping your information secure is important to us. We maintain a variety of appropriate technical and organizational safeguards to protect your personal information both during transmission and once it is received. NuWave Communications has no control over or responsibility for the security or privacy policies or practices of other sites on the Internet you might visit, interact with, or from which you might buy products or Services, even if you visit them using links from our Website.

 

Please note that no website, mobile app or service is completely secure and so, while we endeavor to protect our Customers’ information using the measures described above, we cannot guarantee that unauthorized access, hacking, data loss or a data breach will not occur.

 

DATA RETENTION

 

We will retain your personal information for no longer than is necessary to fulfill the purposes for which the information was originally collected unless a longer retention period is required or permitted by law, for legal, tax or regulatory reasons, or other legitimate and lawful business purposes.

 

Where we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it.

 

INTERNATIONAL DATA TRANSFERS

 

Your personal information may be transferred to, and processed in, countries other than the country in which you are resident. Specifically, information collected outside the United States, including in the European Economic Area (“EEA”), may be transferred to and stored on our servers in the United States, Switzerland, and Netherlands, and potentially in other countries where our group companies and third-party service providers and partners operate. These countries may have data protection laws that are different to the laws in your country (and in some cases, may not be as protective).

However, we have taken appropriate safeguards to ensure that your personal information will remain protected in accordance with this Notice and applicable laws. For example, in respect of personal information originating from the EU and Switzerland, NuWave Communications has self-certified to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks. Please click here to view our Privacy Shield Notice.

 

If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog/request.

 

Under certain conditions, more fully described on the Privacy Shield website, you may invoke binding arbitration when other dispute resolution procedures have been exhausted.

 

CHILDREN’S PRIVACY

 

NuWave Communications does not provide products or services that are designed for use by children under the age of 16, or knowingly collect personal information from or about children under the age of 16. If you believe that a child under the age of 16 has disclosed personal information to NuWave Communications, please contact privacy@ Communications.com.

 

UPDATES TO THIS NOTICE

 

We may update this Notice from time to time in response to changing legal, technical, or business developments. If we change our Notice, we will post those changes on this page in addition to updating the “Last Updated” date at the top of this webpage. If we make changes, we will notify you more directly, for example by posting a notification or message on the Website or by emailing you prior to such changes taking effect. We encourage you to review this Notice regularly to stay informed of the latest modifications.

 

CONTACT US

If you have any questions, comments or concerns about this Notice, please e-mail us at privacy@NuWave.com. Or, you can write to us at:

  • NuWave Communications, Inc.
  • Attn: Legal Team
  • 8275 S Eastern Ave Ste 157-200,
  • Las Vegas, NV 89123

Operation and Limitations of the NuWave Communications 911 Service

 

Date of Last Revision: October 14, 2019

 

This policy forms part of, and is governed by the Customer Agreement and/or the NuWave Communications Terms of Service, as applicable. Terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement or the Terms of Service.

 

NuWave Communications provides access to emergency calling services, allowing most NuWave Communications users to access either basic 911 or Enhanced 911 (E911) service. NuWave Communications Office users with a Digital Line, using IP Desk Phones or Softphones, can dial 911 directly from their IP Desk Phones or Softphone. Emergency calling services work differently than you may have experienced using traditional wireline or wireless telephones. Your access may differ depending on your location or the device you are using.

 

  1. Registering Your Location

 

You must register the address of the physical location where you will use each Digital Line with NuWave Communications immediately upon activation of your End Point. This is your Registered Address. You or your Account Administrator must accurately register each individual line through your Digital Line Settings or the Administrative Portal. You must use NuWave Communications voice services only at the Registered Address provided for the applicable Digital Line. If you move a registered device, you must immediately update the Registered Address with the new physical location of the device with NuWave Communications through the Administrative Portal or in your account settings. If you do not update the Registered Address, any 911 calls made from the device may be sent to the wrong emergency response center and will not transmit your current location information to emergency responders, delaying emergency assistance to you. It may take up to several hours for the address update to take effect. Customers with more than one Digital Line are solely responsible for ensuring that an accurate and up-to-date Registered Address is maintained for each Digital Line, and that their End Users are aware of how the Registered Address can be changed.

 

  1. Service limitations

 

NuWave Communications 911 service will not function (i) in the event of an Internet or power outage; (ii) if your broadband, ISP, or NuWave Communications Service is terminated; and (iii), with respect to only the NuWave Communications Mobile Application, if you do not have mobile service, as the NuWave Communications Mobile Application cannot send emergency calls over Wi-Fi access. It is possible that network congestion may delay or prevent completion of any 911 call. You will not be able to complete a 911 call if you move to a physical location outside the country in which your Digital Line is provided, or if you are dialing from a NuWave Communications number that is not a Canadian or United States number.

 

Users uncomfortable with any of these limitations should use an alternate means of reaching 911.

 

  1. How it Works

 

When a NuWave Communications Office user dials 911 on an IP Desk Phone or 911-Enabled Softphone, the NuWave Communications phone number and the Registered Address You have provided is sent to the local emergency center serving Your location. In some areas, emergency operators have access to this information; however, in areas where only basic 911 service is available, the emergency operator answering the call may not be able to see Your NuWave Communications telephone number or Your Registered Address. You should always be prepared to provide the emergency operator with Your NuWave Communications telephone number and Registered Address in case the call is dropped or disconnected. If You are unable to speak, the emergency operator may not be able to send help to Your location and/or call You back should the call be disconnected. NuWave Communications does not control whether or not the emergency operator receives Your telephone number and Registered Address. Therefore, when making a 9-1-1 emergency call, you must immediately inform the dispatcher of your location (or the location of the emergency, if different). If you are inadvertently disconnected, you must call back immediately.

 

  1. Mobile Applications

 

Calls to 911 placed through the NuWave Communications Mobile Application on a smartphone are automatically routed to the native dialer on the smartphone, and the call will be handled by your wireless service provider if wireless service is available. If your wireless service is unavailable, the 911 call cannot be placed. The NuWave Communications Mobile Application cannot place emergency calls over Wi-Fi access. Emergency dialing is not available through the NuWave Communications Mobile Application on tablets or other mobile devices without a native phone dialer and a wireless service plan.

 

In some areas, emergency operators are able to receive text messages sent to 911. Texts to 911 by NuWave Communications users relying on the NuWave Communications Mobile Application are automatically directed to the native dialer on the mobile phone, allowing you to send the text through your wireless service provider, if available. If wireless service is unavailable, the text cannot be sent. Text-to-911 is not available on tablets or other mobile devices without a native phone dialer and a wireless service subscription.

 

  1. Notification of Employees, Guests, or Other Users

 

Customers must notify any employees, contractors, guests, or persons who may place calls using the Services or may be present at the physical location where the Services may be used, of the limitations of NuWave Communications 911 Service from your NuWave Communications IP phone, other equipment, or the NuWave Communications Softphone. Customer must affix a NuWave Communications-provided sticker warning that 911 services may be limited or unavailable in a readily visible place on each piece of equipment that might be used to access or use the Services.

 

  1. Disclaimer of Liability for Emergency Call Response

 

Your use, and use by your employees, guests and other third parties, of NuWave Communications’s 911 Services are subject to the limitations described herein. The availability of certain features, such as transmission of a Registered Address or your NuWave Communications telephone number, depends on whether local emergency response centers support those features, and other factors outside of NuWave Communications’s control. NuWave Communications relies on qualified third parties to assist us in routing 911 calls and text messages to local emergency response centers and to the NECC. NuWave Communications does not have control over local emergency response centers, the NECC, emergency responders, or other third parties. NuWave Communications disclaims all responsibility for the conduct of local emergency response centers, the NECC, third parties engaged by Customer to facilitate address updates, and all other third parties involved in the provision of emergency response services. To the extent permitted by applicable Law, you hereby release, discharge, and hold harmless NuWave Communications from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or 911 call.

 

Customer indemnifies and holds harmless NuWave Communications, and any third-party provider(s) from any and all third-party claims, losses, damages, fines, or penalties arising out of: (i) Customer or its End User’s provision to NuWave Communications of incorrect information, including physical addresses, or failure to update a Registered Address; (ii) Customer’s failure to properly notify any person who may place calls using the Services of the 911 limitations; or (iii) the absence, failure, or outage of emergency service dialing using the Services for any reason; and (iv) the inability of any End User to be able to dial 911 or access emergency service personnel for any reason.

Effective Date: October 14, 2019

 

We, NuWave Communications, Inc., are committed to protecting your privacy. This Notice sets out the privacy principles we follow with respect to transfers of personal data from the European Economic Area (“EEA”) to the United States, including personal data we receive from individuals residing in the EEA who visit our web and mobile sites or apps and/or who use any of our services or otherwise interact with us (“you”).

We adhere to the EU-US Privacy Shield Framework as set forth by the European Commission and the US Department of Commerce regarding the collection, use and retention of personal data from European Union member countries. NuWave Communications, Inc. certified adherence to and commits to apply the Privacy Shield Principles of Notice, Choice, Accountability for Onward Transfer, Security, Data Integrity and Purpose Limitation, Access, and Recourse, Enforcement, and Liability.

For purposes of enforcing compliance with the Privacy Shield, we are subject to the investigatory and enforcement authority of the US Federal Trade Commission.

For more information about the Privacy Shield, see the US Department of Commerce’s Privacy Shield website located at: https://www.privacyshield.gov. To review our certification on the Privacy Shield list, see the US Department of Commerce’s Privacy Shield self-certification list located at: https://www.privacyshield.gov/list.

 

Types of personal data we collect and use

 

Our online privacy notice located at Privacy Notice describes the categories of personal data we may receive in the United States, as well as the purposes for which we use that personal data. We will only process personal data in ways that are compatible with the purpose we collected it for, or for the purposes you later authorize. Before we use your personal data for a purpose that is materially different from the purpose we collected it for or that you later authorized, we will provide you with the opportunity to opt-out. We maintain reasonable procedures to help ensure that personal data we collect and use is reliable for its intended use, accurate, complete, and current.

 

Data transfers to third parties.

 

  • Agents, consultants and service providers:We may share your personal data with our contractors and service providers who process personal data on our behalf to perform certain business-related functions. These companies include database service providers, backup and disaster recovery service providers, and others. When we engage another company to perform such functions, we may provide them with information, including personal data, in connection with their performance of such functions. If we have received your personal data in the United States and subsequently transfer that information to a third party agent or service provider for processing, and such third party agent or service provider processes your personal data in a manner inconsistent with the Privacy Shield Principles, we remain responsible and liable under the Privacy Shield Principles unless we can prove we are not responsible for the event giving rise to the damage.
  • Our Group Companies:We may also share your personal data with our parent companies, subsidiaries and/or affiliates for purposes consistent with this Notice.
  • Business Partners:We also provide information to our business partners such as to fulfill product and information requests, and to provide customers and prospective customers with information about us and our products and services.
  • Business Transfers:As we develop our business, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, personal data may be part of the transferred assets.
  • Disclosures for National Security or Law Enforcement:Under certain circumstances, we may be required to disclose your personal data in response to valid requests by public authorities, including to meet national security or law enforcement requirements.
  • Legal Requirements:We may disclose your personal data if required to do so by law in order to (for example) respond to a subpoena or request from law enforcement, a court or a government agency ,or in the good faith belief that such action is necessary (a) to comply with a legal obligation, (b) to protect or defend our rights, interests or property or that of third parties, (c) to prevent or investigate possible wrongdoing in connection with the Services, (d) to act in urgent circumstances to protect the personal safety of Users of the Services or the public; or (e) to protect against legal liability.

For further information about how we disclose your personal data, please see our online privacy policy located at Privacy Notice

 

Security

 

We maintain reasonable and appropriate security measures to protect personal data from loss, misuse, unauthorized access, disclosure, alteration, or destruction in accordance with the Privacy Shield.

 

Access rights

 

In general, when processing personal data to provide our services, we do so only on behalf of our customers and in accordance with their instructions. This means that if you wish to access any personal data we process on behalf of a NuWave Communications customer and request that we correct, amend, delete it if it is inaccurate or processed in violation of Privacy Shield, you should contact that customer with your request. We will then help them to fulfil that request in accordance with their instructions.

 

Where we process personal data collected via our website or app or via our services for our own account management, billing or marketing purposes, you may have the right to access personal data that we hold about you and request that we correct, amend, delete it if it is inaccurate or processed in violation of Privacy Shield. These access rights may not apply in some cases, including where providing access is unreasonably burdensome or expensive under the circumstances or where it would violate the rights of someone other than the individual requesting access. If you would like to request access to, correction, amendment, or deletion of your personal data, you can submit a written request to the contact information provided below. We may request specific information from you to confirm your identity. In some circumstances we may charge a reasonable fee for access to your information.

 

Your choices

 

You may choose to change personal data or cancel an account by contacting us using the contact details below. You can also unsubscribe from our marketing communications by following the instructions or unsubscribe mechanism in the e-mail message.

 

Questions or complaints

 

You can direct any questions or complaints about the use or disclosure of your personal data to us at privacy@NuWave.com. We will investigate and attempt to resolve any complaints or disputes regarding the use or disclosure of personal data within 45 days of receiving your complaint.

 

If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our US-based third party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog/request

 

Binding arbitration

 

You may have the option to select binding arbitration for the resolution of your complaint under certain circumstances, provided you have taken the following steps: (1) raised your complaint directly with us and provided us the opportunity to resolve the issue; (2) made use of the independent dispute resolution mechanism identified above; and (3) raised the issue through the relevant data protection authority and allowed the US Department of Commerce an opportunity to resolve the complaint at no cost to you. To find out more about the Privacy Shield’s binding arbitration scheme please see www.privacyshield.gov/article?id=My-Rights-under-Privacy-Shield.

 

How to contact us

 

If you have any questions regarding this Notice or if you need to request access to or update, change or remove personal data that we control, you can do so by contacting us at privacy@NuWave.com or by regular mail addressed to:

  • NuWave Communications, Inc.
  • Attn: Legal Team
  • 8275 S Eastern Ave Ste 157-200,
  • Las Vegas, NV 89123

 

Changes to this Notice

 

We reserve the right to amend this Notice from time to time consistent with the Privacy Shield’s requirements.

  1. This Website contains the terms and conditions pursuant to which You may purchase/license certain products offered by NuWave Communications, including IP Desk phones and equipment related to IP Desk phones, such as handsets, headsets, and related software installed on those devices. For a list of the products currently offered by NuWave Communications (“Products”) click here.

 

  1. The purchase/license of Products shipped on or before December 31, 2016, will be fulfilled by Westcon Group, Inc.  and will be subject to the Westcon Group, Inc. Terms and Conditions of Sale of Hardware. For a copy of those terms click here.

 

  1. The purchase/license of Products shipped on or after January 1st, 2017, will be fulfilled by NuWave Communications Inc., or by a designated affiliate for sales outside of the US and Canada, and will be subject to the NuWave Communications, Inc. Terms and Conditions of Sale of Hardware. For a copy of those terms click here.

Taxes & Fees

Emergency 911 Service Fee: This fee is used to recover NuWave’s costs directly associated with providing 911 and E911 for DigitalLine customers.  This fee applies to DigitalLine and VoIP customers only.

NuWave Compliance and Administrative Cost Recovery Fee: This fee is a charge that is used to recover a portion of costs associated with NuWave’s compliance with regulatory and tax requirements and to recover fees related to intellectual property matters, including  (1) fees NuWave is required to pay to support the Telecommunications Relay Services (TRS) Fund, which supports facilities and services used to provide telecommunications services for individuals with hearing or speech disabilities; (2) annual regulatory fees assessed on NuWave by the Federal Communications Commission and/or Canadian Radio-television and Telecommunications Commission; (3) costs NuWave incurs making required tax and regulatory filings; (4) regulatory and similar surcharges NuWave pays to the providers of telecommunications services that NuWave uses to provide its services; and (5) charges associated with the filing and maintenance of patents, trademarks and other proprietary rights.

State, Local & Provincial Taxes: These taxes are imposed by state (US) or provincial (CAN), local, and municipal governments.

 

Effective Date: October 2019

Policies

Requirements & Recommendations for NuWave Communications Services

 

Last Updated: October 14, 2019

 

Use of NuWave Communications products and services (collectively, “Services”) is dependent on meeting these Technical Sufficiency Criteria. These Technical Sufficiency Criteria are incorporated into and made a part of the applicable Service Agreement.

The Services require a properly-configured, high performance, enterprise-grade broadband IP network and connection. Use of the Services with any network, services, or connection not compatible with the Services may result in partial or complete unavailability, interruption, or underperformance of the Services or other services utilizing the same network, services, or connection. Likewise, 2G, 3G, or LTE networks are not recommended for use with the Services. Customer will provide and maintain, at its own 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.

 

To minimize unauthorized use, Customer should (a) disable international calling for all Digital Lines, extensions or Accounts for which such calling activity is not needed or not authorized; (b) restrict international calling destinations to those that are needed and authorized; (c) block inbound calls from any caller and area codes from which Customer does not wish to receive calls and block inbound calls with no caller identification if appropriate; (d) disable attachment of facsimile image and voicemail audio files to message notification emails associated with Customer’s Account(s) and/or individual Digital Lines or extensions for which such functionality is not required and to the extent that such files may include sensitive or confidential content.

NuWave Communications permits you to fill out and sign certain forms using this web site. This Federal E-Sign Disclosure and Consent describes NuWave Communications’s process so that you can decide whether you wish to continue with your request through our web site. Please read this page carefully and print a copy of this page for your records.

 

Electronic Signature and Electronic Delivery of Disclosures and Notices

 

By clicking in the box marked “I agree” at the bottom of this page, you consent to use electronic communications, electronic records, and electronic signatures rather than paper documents for the forms provided on this web site. Those forms include

 

  • The Letter of Authorization permitting NuWave Communications to port your local or toll-free number;
  • All service and transaction updates regarding the status of the porting process for your local number;
  • Responses to communications from you;
  • Other documents relating to the porting process; and
  • All changes and updates to these disclosures, notices, and documents.

 

You understand that your electronic signature is legally binding, just as if you had signed a paper document. Your consent to use electronic signatures and documents applies only to materials related to your request for NuWave Communications to port your local or toll-free number.

 

Paper Signature and Paper Delivery of Disclosures and Notices

If you prefer to use paper signatures, you may instead print a copy of the Letter of Authorization on the next page, fill it out, and return it to us by mail or by facsimile. You understand that NuWave Communications will not begin to process your request until it receives the Letter of Authorization.

 

You have the right to receive a paper copy of the disclosures, notices, terms and conditions, and other communications described above. There is no cost to receive paper copies of any electronic records. If you wish to receive a paper copy, please send a request with your name, mailing address, daytime telephone number, and the document you wish to receive to one of the following:

 

  • Email: legal@NuWave.com
  • Toll-free: 888-898-4591 (US) or 925-301-8209 (International)
  • Mail: NuWave Communications, Inc.
  • Attn: Legal Department
    8275 S Eastern Ave Ste 157-200
    Las Vegas, NV 89123, USA

 

System Requirements

In order to use electronic signatures and to receive electronic communications, you must have

 

  • a personal computer or other device that can connect to the Internet;
  • an e-mail address;
  • a web browser;
  • software that enables you to receive and view Portable Document Format (PDF)
    files, such as Adobe Acrobat Reader (available for a free download at http://get.adobe.com/reader/)

 

Withdrawal of Electronic Acceptance of Disclosures and Notices

 

You may withdraw your consent to receive electronic communications at any time. If you wish to do so, please notify us at the addresses above and provide your name, mailing address, daytime telephone number, and a description of the type of transaction from which you are withdrawing your consent.

Use of voice and/or facsimile services provided by NuWave Communications is subject to this Numbering Policy. This Numbering Policy incorporated into and made a part of the Agreement.

 

Customer may obtain new numbers from NuWave Communications for use with the Services, or may port existing numbers, subject to the terms below.

 

I. Number Availability

 

NuWave Communications makes available phone numbers for use with voice and facsimile services, which Customer may select for assignment to the Customer’s Account. NuWave Communications’s listing of a number as available may be erroneous and does not constitute a representation or guarantee that such number is actually available for such assignment. In the event a chosen number is not actually available, NuWave Communications may remove such number from an Account.

 

II. Number Porting

 

  1. Number Port-In Request Procedures.

 

Customer must keep the its existing service active in order to port a phone number to NuWave Communications.

 

In order to request the porting of a telephone or facsimile number into an Account, the Account Administrator for the Account into which you wish the telephone or facsimile number to be ported must log in to the Admin Portal for such Account and complete all steps and provide all information requested as part of the number port-in request process (which may include without limitation providing an executed Letter of Agency) or as otherwise requested by NuWave Communications.

 

  1. The Number Porting Process.

 

In order to request the porting out to another services provider of a telephone or facsimile number currently assigned to an Account, you must follow the instructions specified by that services provider and must provide all information and cooperation requested by the relevant other services providers, NuWave Communications, or any other relevant third party. The porting of phone numbers into or out of an Account requires Customer’s provision of specific and detailed information to NuWave Communications and/or other service providers, and procedures imposed by other service providers or NuWave Communications in order to comply with law and industry standards. Therefore, the completion of any number port request may depend on factors outside of NuWave Communications’s control, including delays caused by Customer and/or other service providers.

 

  1. Unauthorized Port Outs.

 

NuWave Communications is required by law to comply with any valid porting request. Phone numbers may be ported out from an Account due to acts or omissions of third parties, and it may be difficult or impossible for NuWave Communications to: (i) prevent such port-outs: (ii) retrieve numbers ported out of an Account; or (iii) port such numbers back into an Account. NuWave Communications has no responsibility or liability due to such port-outs.

 

  1. Accurate Porting Information.

 

Customer represents and warrants that all information provided in connection with any request to port in or port out numbers to or from the NuWave Communications Services (including without limitation any information or representations in any Letter of Agency) by Customer or any party acting on its behalf or direction will be true, accurate, and up-to-date.

 

  1. Customer Compliance with Porting Laws.

 

The porting of numbers is subject to telecommunications and other Laws and may be subject to third-party terms and conditions. Customer, and/or any party acting on Customer’s behalf, shall not: (i) violate any applicable Law or engage in any fraudulent or deceptive conduct in its porting-related requests or activities; (ii) engage in or facilitate “slamming” or the porting out of any telephone or facsimile number or change or attempt to change any party’s telephony service provider without first obtaining the proper, requisite consents and authorizations; or (iii) violate contractual or other obligations to service providers or other third parties.

 

  1. Release of Numbers.

 

In the event of Account termination or cancellation, all telephone numbers associated with the Account which have not previously been ported to another provider may be released. The cancellation of individual Digital Lines may result in the release of the associated numbers if those numbers have not previously been ported to another provider. Customer is solely responsible for working with its new third-party provider to port out any numbers prior to termination or cancellation of Customer’s Account or Services, or any individual line.

 

III. Number Publication by Customer

 

All new number assignments are provisional until verified by NuWave Communications and confirmed by Customer. Customer shall not publicize, list, or communicate any number that assigned to the Account, or purchase or invest in any materials or media reflecting any such number unless and until Customer has confirmed that such number(s) is(are) active and functioning as desired. Acceptable methods of confirmation include test calling such number(s) from a non-NuWave Communications service plan and verifying that the fees and charges that will be incurred in connection with use of such number(s) are acceptable to Customer.

Legal

These Terms of Service (the “TOS”) constitute the entire agreement between NuWave Communications (“NuWave Communications”) and you on behalf of yourself and any entity that you represent (“You”), as the user of NuWave Communications’s voice and advanced communications services, collaboration services, and any associated software and hardware or web-accessible portals, including the Plan Services. This TOS governs Your use of the Plan Services provided by NuWave Communications. These TOS were previously known as the End User License Agreement and Terms of Service; any references to the “End User License Agreement” or the “EULA TOS” in any NuWave Communications publications, notices, or agreements refer to these TOS.

There are important 911 terms related to Your VoIP services, please review the entire TOS. By activating the Plan Services, You acknowledge that You have read, understood and agree to these terms and conditions.


If You are uncomfortable with the limitations of the NuWave Communications 911 service, You should consider using an alternative means of access to traditional 911 or E911 services or discontinuing the Plan Services.

By subscribing to or using Plan Services, including those services, features or functionality provided by means of mobile applications, or by downloading installing, or using any associated software or hardware, You agree to these TOS. If You do not wish to accept these TOS, do not subscribe to or use any Plan Services or associated software or hardware.

When You accept these TOS by signing up for, subscribing to, downloading and installing any NuWave Communications software or using the NuWave Communications Plan Services, You represent and warrant that: (i) You possesses the legal right and capacity to enter into the agreement with NuWave Communications and to perform all of Your obligations thereunder; (ii) You are of legal age to enter into this Agreement; (iii) You have full power and authority to execute and deliver any agreement documents and to perform all of Your obligations thereunder; (v) if You accept on behalf of an organization, You are informing NuWave Communications that You are authorized to bind that organization, and references to “You” in these TOS expressly includes without limitation the entity You represent; and (iv) You shall be bound by the agreement.

Any capitalized terms set forth below not otherwise defined have the meanings set forth in Section 23 (“Definitions”) below.

A. NuWave Communications Provides Access to Emergency Calling Services (911).

NuWave Communications provides access to emergency calling services, allowing most NuWave Communications Office users to access either basic 911 or Enhanced 911 (E911) service. Your access may differ depending on Your location or the device You are using, and emergency calling services work differently than You may have experienced using traditional wireline or wireless telephones. It is strongly recommended that You have an alternative means for placing emergency calls available at all times.

NuWave Communications Office users using IP Desk Phones or 911-Enabled Softphones can dial 911 directly from their IP Desk Phones or 911-Enabled Softphone. EMERGENCY CALLS CANNOT BE PLACED THROUGH SOFTPHONES THAT ARE NOT 911-ENABLED.

B. How it Works.

When a NuWave Communications Office user dials 911 on an IP Desk Phone or 911-Enabled Softphone, the NuWave Communications phone number and the Registered Address You have provided is sent to the local emergency center serving Your location. In some areas, emergency operators have access to this information; however, in areas where only basic 911 service is available, the emergency operator answering the call may not be able to see Your NuWave Communications telephone number or Your Registered Address. You should always be prepared to provide the emergency operator with Your NuWave Communications telephone number and Registered Address in case the call is dropped or disconnected. If You are unable to speak, the emergency operator may not be able to send help to Your location and/or call You back should the call be disconnected. NuWave Communications does not control whether or not the emergency operator receives Your telephone number and Registered Address. Therefore, when making a 9-1-1 emergency call, you must immediately inform the dispatcher of your location (or the location of the emergency, if different). If you are inadvertently disconnected, you must call back immediately.

Emergency dialing with Your Office Service works differently than emergency dialing over traditional phone service. In some cases, 911 calls dialed from Your NuWave Communications Office device cannot be directed to the local emergency response center, and are instead directed to a National Emergency Call Center (the “NECC”). That might happen if there is a problem validating a Registered Address, if the Registered Address is an international location, or if the Registered Address is in an area that is not covered by the landline 911 network. 911 calls that are directed to the NECC may not include Your NuWave Communications telephone number or Your registered address. Trained operators at the NECC will request Your name, location, and telephone number and attempt to reach emergency responders in Your local area. Until You give the operator Your phone number, and location, he/she may not be able to call You back or dispatch help to Your location if the call is dropped or disconnected.

C. Service limitations.

NuWave Communications 911 service will not function in the event of an Internet or power outage, or if Your broadband, ISP, or NuWave Communications Office service is terminated. It is possible that network congestion may delay or prevent completion of a 911 call. NuWave Communications 911 service may not be available if You are dialing from a NuWave Communications number that is not a Canadian or United States number.

D. Registering Your Location.

You agree to register with NuWave Communications immediately, upon activation of Your Account, the address of the physical location where You will use the NuWave Communications Office Service for each Digital Line, including each IP Desk Phone and each 911-Enabled Softphone. This is Your Registered Address. You agree that You will accurately register each individual line through the Account Admin Portal or the Customer Portal for the applicable End User. You and Your End Users shall use the Plan Services at the Registered Address provided for the applicable Digital Line. If You or Your End Users move a registered device, You agree to immediately update the Registered Address with the new physical location of the device with NuWave Communications through the Admin Portal or in Your account settings. You acknowledge that if You do not update the Registered Address, any 911 calls made from the device may be sent to the wrong emergency response center and will not transmit Your current location information to emergency responders, delaying emergency assistance to You. It may take up to several hours for the address update to take effect. Customers with more than one line or extension are solely responsible for ensuring that an accurate and up-to-date Registered Address is maintained for each IP Desk Phone and each 911-Enabled Softphone and that their End Users are aware of how the Registered Address can be changed.

E. Text-to-911 Services.

In some areas, emergency operators are able to receive text messages sent to 911. In areas where it is available, Your Office Service allows Emergency SMS messages, also known as Text-to-911, only through the NuWave Communications Mobile Application. Texts to 911 by NuWave Communications Office users relying on the NuWave Communications Office Mobile Application are automatically directed to the native dialer on the mobile phone, allowing You to send the text through Your wireless service provider, if available. If wireless service is unavailable, the text cannot be sent. Text-to-911 is not available on tablets or other mobile devices without a native phone dialer and a wireless service subscription.

F. Notification of Employees, Guests, or Other Users.

You agree to notify any employees, contractors, guests, or persons who may place calls using the Office Services or may be present at the physical location where the Office Services may be used, of the limitations of NuWave Communications 911 Service from Your NuWave Communications Office IP phone, other equipment or the NuWave Communications Softphone. You agree to affix a NuWave Communications-provided sticker warning that 911 services may be limited or unavailable in a readily visible place on each piece of equipment that might be used to access or use the Office Services. You and Your End Users should always have an alternative means for placing 911 calls and/or sending text messages to 911.

G. Disclaimer of Liability for Emergency Call Response.

You acknowledge and agree that Your use, and use by Your employees and/or guests or other third parties, of NuWave Communications’s 911 Services and Text-to-911 Services are subject to the limitations described herein.

The availability of certain features, such as transmission of a Registered Address or Your NuWave Communications telephone number, depends on whether local emergency response centers support those features, and are factors outside of NuWave Communications’s control. NuWave Communications relies on third parties to assist us in routing 911 calls and text messages to local emergency response centers and to the NECC. NuWave Communications does not have control over local emergency response centers, the NECC, emergency responders, or other third parties. NuWave Communications disclaims all responsibility for the conduct of local emergency response centers, the NECC and all other third parties involved in the provision of emergency response services. Accordingly, to the extent permitted by applicable Law, You hereby release, discharge, and hold harmless NuWave Communications from and against any and all liability relating to or arising from any acts or omissions of such third parties or other third parties involved in the handling of or response to any emergency or 911 call. You agree to indemnify and hold harmless NuWave Communications, and any third-party provider(s) from any and all third party claims, losses, damages, fines, or penalties arising out of: (i) Your provision to NuWave Communications of incorrect information, including physical addresses, or Your failure to update Your Registered Address; (ii) Your failure to properly notify any person who may place calls using the Office Services of the 911 limitations; or (iii) the absence, failure, or outage of emergency service dialing using the Office Services for any reason; and (iv) the inability of any user of the Office Services to be able to dial 911 or access emergency service personnel for any reason.

A. Purchase of Plan Services

Pursuant to these TOS, You are purchasing a subscription for the Plan Services set forth in Your initial Order, and agreeing to use and pay for the same as set forth in these TOS for the entire period in the initial Order (the “Initial Term”), and any Renewal Terms, as applicable. You agree to be financially responsible for Your use of the Plan Services, including the authorized or unauthorized use of Your Account. In order to use the Plan Services, You must have properly configured and working Internet service or broadband connection as set forth in Section 4(a) (IP Network Sufficiency), below. NuWave Communications does not provide any access to the Internet.

B. Account Registration

Upon signing up for the Plan Services and at subsequent times as requested by NuWave Communications, You or Your 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 Plan 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”). You hereby grant to NuWave Communications 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 Your Plan Services, as set forth in these TOS or otherwise permitted by Law. You represent and warrant that all Registration Information provided to NuWave Communications by or on behalf of You or any End User will be true, accurate, current, and complete, and that You will promptly confirm, update, or supplement Registration Information on file upon NuWave Communications’s request or in the event that such Registration Information changes.

C. Account Administrators

The End User(s) You designate as Account Administrator(s) of Your Plan Services will have rights to set or modify the settings or preferences of other End Users of Your Account. You are responsible for all acts and omissions of Your Account Administrators, and any other End Users, including without limitation any changes or purchases such individuals may make to Your Account.

D. Purchase of Additional Digital Lines

Your Plan Services may include Digital Lines as set forth in the applicable Order. Account Administrators may purchase additional Digital Lines for the applicable Account at any time by placing an Order for the Digital Lines through the Account’s Admin Portal or by contacting the NuWave Communications account representative for that Account. Each additional Digital Line added to Your Account is subject to the terms of these TOS. The Term of the additional Digital Lines will run conterminously with the Term of Your initial purchase (either monthly or annually renewed, as applicable).

E. Term and Automatic Renewal

Your license to the Plan Services is provided for the Initial Term and any subsequent Renewal Terms.

The Initial Term for all service plans will renew automatically for successive terms of the same length (each, a “Renewal Term”) without further action by or notice to You; if You wish to cancel or terminate your NuWave Communications services, You must notify NuWave Communications customer service of your intent not to renewal at least thirty (30) days before the end of the Initial Term or then-current Renewal Term. The Initial Term together with any Renewal Terms are collectively the “Term”.

F. Equipment

All IP Desk phones and/or equipment related to IP Desk phones, including but not limited to, handsets, headsets, software installed on or related to those devices, and any other product directly related to IP devices, shall be provided to the NuWave Communications customer by either NuWave Communications or a third-party vendor.

A. IP Network Sufficiency

You acknowledge and agree that: (i) the Plan Services require a properly-configured, high performance, enterprise-grade broadband IP network and connection; (ii) use of the Plan Services with any lesser network, services, or connection may result in partial or complete unavailability, interruption, or underperformance of the Plan Services or other services utilizing the same network, services, or connection; and (iii) 3G, LTE or 4G networks are not recommended for use with the Plan Services. Accordingly, You agree to provide and maintain, at Your cost, an IP network, services, and connection meeting the foregoing standard and all equipment necessary for the Plan Services to connect to and use such network, services, and connection. NuWave Communications is not liable for any unavailability, interruption, or underperformance of the Plan Services related to Your IP network or connection.

IMPORTANT INFORMATION: If You IP network or connection fails, Your Plan Services will also fail. Your Plan Services may cease to function if there is a power cut or failure. These failures may be caused by reasons outside of NuWave Communications’s control.

B. Caller ID Display Limitations and Compliance

You acknowledge 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. You agree to comply with all such applicable Laws and implementing regulations, including without limitation the Truth in Caller ID Act. NuWave Communications has no obligation to disclose, display, or transmit any such information for or in connection with any Customer Communication. You agree to indemnify and hold harmless NuWave Communications from any and all third party claims, losses, damages, fines, or penalties arising out of Your breach of this Section.

C. Operator Assisted Calling, 311, 511 and other X11 Calling

NuWave Communications does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900, or calling card calls). Your Plan Service may not support 211, 311, 411, 511, and/or other N11 calling (except as otherwise provided in these TOS) in one or more service areas.

D. Voice-to-Text and Text-to-Voice

You acknowledge and agree that: (i) any and all Voice/Text Features are provided merely as a convenience and may not accurately transcribe voice content, articulate text messages, or perform such functionality for all voice content or text messages or for the entirety of voice content or text messages; (ii) neither You nor any End User may rely on any Voice/Text Feature to perform such accurate transcription or articulation; and (iii) You and all End Users shall be responsible for reviewing and/or listening to the original content of any Customer Communication or other media as necessary or appropriate to prevent You, any End User, or any other party from incurring any cost, expense, liability, loss, damage, or harm.

E. Use of Third Party Devices

NuWave Communications does not guarantee or make any representation or warranty that any IP Desk Phones and/or other equipment related to I Desk Phones which are not purchased through or supplied by NuWave Communications or its designated third-party vendor will work or be compatible with the Plan Services or support the Plan Services’ full performance or quality of service potential or range of features and functionalities.

F. Use of Mobile Application

The NuWave Communications Mobile Application can be configured to make or receive calls on Your 3G, LTE, or 4G network using Your data service, and may result in additional data usage fees from Your mobile service provider. You can disable 3G/LTE/4G calling by configuring the Mobile Application to make/receive calls only over a wi-fi connection. Configuring the Mobile Application to disable VoIP calling will result in NuWave Communications making/receiving calls using Your voice connection from Your mobile service provider; this may result in additional voice minute usage fees from Your mobile service provider.

LAW ENFORCEMENT / LEGAL COMPLIANCE GUIDE

NuWave Communications, Inc (“NuWave”) is a nationwide communications and VoIP service provider primarily serving business customers. Many of our customers use our VoIP services in a wholesale manner, offering services of their own together with a NuWave telephone number to their end users. In these cases, NuWave does not have a relationship to the end user or any information about the end user and how the number is being used by the end user. In fact, NuWave may not provide any of the features of the end-user’s services even though they may include a NuWave telephone number.

NUWAVE COMMUNICATIONS, INC

NuWave will accept service of legal process on behalf of either NuWave Communications, Inc.

ABOUT NUWAVE COMMUNICATION, INC

NuWave engages only in the reselling of circuits and other forms of dedicated internet access services; therefore, if your inquiry involves an IP address you have verified as assigned to NuWave, then your legal process should be served and addressed to NuWave per the below.

ROUTINE AND HISTORICAL RECORDS REQUESTS:

IMPORTANT INFORMATION FOR MEMBERS OF LAW ENFORCEMENT (INCLUDING OTHER PERSONS ACTING IN AN OFFICIAL CAPACITY ON BEHALF OF FEDERAL, STATE, OR LOCAL GOVERNMENTS):

As a courtesy, we offer to verify if target telephone numbers are on the NuWave network for members of law enforcement without legal process. If a target number is assigned to a wholesale customer of ours, frequently we are able to provide that wholesale customer’s legal compliance information without formal legal process. This courtesy is offered to save members of law enforcement the step of first serving NuWave when in fact such legal process ultimately must be served on our wholesale customer of record in order to obtain any and all end-user information and other records related to the use of any such assigned number. Our wholesale customer will make its own independent assessment of the request, including, without limitation, any subpoena subsequently delivered.

THEREFORE, PRIOR TO ANY FORMAL LEGAL SERVICE, MEMBERS OF LAW ENFORCEMENT ARE STRONGLY ENCOURAGED TO SEND AN EMAIL WITH THE FOLLOWING INFORMATION TO uslawenforcement@nuwave.com

  • FULL CONTACT INFORMATION, INCLUDING AGENCY NAME, ADDRESS, PHONE NUMBER, AND EMAIL ADDRESS*
  • THE TARGET TELEPHONE NUMBER IN THE XXX-XXX-XXXX FORMAT
  • SPECIFIC DATE(S) FOR WHICH INFORMATION IS BEING REQUESTED

*PLEASE NOTE: WE REQUIRE A RESPONSE EMAIL ADDRESS WITH ALL REQUESTS, INCLUDING FORMAL LEGAL PROCESS.

A REPLY MAY BE REJECTED OR DELAYED IF NOT ALL INFORMATION IS PROVIDED.

For service of legal process for non-civil matters:
Email: uslawenforcement@nuwave.com (PREFERRED METHOD)

NuWave Communications, Inc.
Attn: Legal & Custodian of Records
8275 S. Eastern Ave., Suite 157-200
Las Vegas, Nevada 89123
Fax: 702-441-7018

For service of legal process for all civil matters: Please serve us via our Registered Agent on file with your Secretary of State. In each instance, NuWave will assess the request, including, without limitation, any subpoena subsequently delivered.

EXIGENT REQUESTS

YOU MUST BE A MEMBER OF LAW ENFORCEMENT WITH A DECLARED VERIFIED EXIGENT SITUATION (exigency as established by your own agency’s guidelines).

Send an email to: uslawenforcement@nuwave.com with the target number and your full law enforcement agency name and contact information, and indicate in the subject line of your email you have an exigent situation. (All exigent requests must be made in writing via email; we will not provide customer of record information based only on a verbal request.)

We will respond via reply email with customer of record information promptly after assessing the request.

EXIGENT REQUESTS OUTSIDE OF NORMAL BUSINESS HOURS:

Contact Mark at 888-368-9283 and advise Mark you are inquiring about a number assigned to NuWave.

NOTE: Normal Business Hours are generally Monday through Friday, 9:00am to 5:00pm Pacific – If during normal business hours you have sent an exigent email to uslawenforcement@nuwave.com and you do not get a timely response please contact Mark.

Mark will not accept phone calls on any other matters except exigent as described above.

CALEA ORDERS

Send an email to: uslawenforcement@nuwave.com and attach a copy of your CALEA Order. In each instance, NuWave will assess the request, including, without limitation, any materials delivered, and respond to you accordingly. If you have an exigent CALEA order, please follow the exigent guidelines provided above.

IF YOU ARE A MEMBER OF THE GENERAL PUBLIC WITH A CONCERN REGARDING A NUWAVE PHONE NUMBER:

PLEASE NOTE: THE LEGAL COMPLIANCE TEAM IS NOT ABLE TO RESPOND TO INQUIRES FROM MEMBERS OF THE GENERAL PUBLIC.

NuWave has established a process to investigate potential Acceptable Use Policy matters. Please use the link provided to review our Acceptable Use Policy and if applicable to report your concern to our fraud & security team so that we may investigate and take any appropriate action: https://canada.nuwave.net/company/policies/#1541956249470-d24004f3-bd33

Additionally, your concern may be a matter for law enforcement, and we encourage you to work with your local law enforcement as may be appropriate.

A. High Risk Use

YOU ACKNOWLEDGE THAT THE PLAN SERVICES ARE NOT DESIGNED, MANUFACTURED, INTENDED, OR RECOMMENDED FOR USE FOR ANY HIGH-RISK OR FAIL-SAFE PURPOSE OR ACTIVITY OR IN ANY ENVIRONMENT WHERE FAILURE, INTERRUPTION, MALFUNCTION, ERROR, OR UNAVAILABILITY COULD RESULT IN SUBSTANTIAL LIABILITY OR DAMAGES, PHYSICAL HARM OR PERSONAL INJURY, DEATH OR DISMEMBERMENT, OR PROPERTY OR ENVIRONMENTAL DAMAGE. YOU REPRESENT AND WARRANT THAT YOU AND YOUR END USERS WILL NOT USE THE PLAN SERVICES FOR ANY SUCH PURPOSE OR ACTIVITY OR IN ANY SUCH ENVIRONMENT.

B. Acceptable Use

YOU SHALL NOT USE THE PLAN SERVICES FOR ANY ILLEGAL, FRAUDULENT, IMPROPER, OR ABUSIVE PURPOSE OR IN ANY WAY THAT INTERFERES WITH NuWave Communications’S ABILITY TO PROVIDE HIGH QUALITY SERVICES TO OTHER CUSTOMERS, PREVENTS OR RESTRICTS OTHER CUSTOMERS FROM USING THE SERVICES, OR DAMAGES ANY NuWave Communications’S OR OTHER CUSTOMERS’ PROPERTY.

A breach of obligations in this Section 5 (Use Policies) constitutes a material breach of these TOS, such that NuWave Communications may suspend service, terminate the Agreement immediately, or take any other action NuWave Communications deems necessary to provide the Plan Services to you and others; to protect you, the Plan Services, and the NuWave Communications networks; and to enforce the terms of this Section.

Neither You nor any End User may use or allow use of the Plan Services in any of the following ways:

  • (i) Illegal or inappropriate behavior. Using the Plan Services in any manner that is in violation of applicable Law, obscene, threatening, harassing, defamatory, libelous, deceptive, fraudulent, malicious, infringing, tortious, or invasive of another’s privacy.
  • (ii) Distracted driving. You are responsible for the safe use of the Plan Services for any End User accessing Your account. You shall require the End Users of Your Plan Services to become familiar and comply with all local laws before using a wireless device and mobile applications while operating a motor vehicle. Never text or use text-based messaging (including Glip) while driving. For more information see www.nhtsa.gov (click on “Driving Safety” then on “Distracted Driving”).
  • (iii) Spamming. Sending messages or advertisements, including email, voicemail, SMS, or faxes, without the consent of the recipient or otherwise in violation of applicable Law.
  • (iv) Blasting. Intentionally engaging in blasting or broadcasting bulk communications, advertisements, or messages, including without limitation through email, voicemail, SMS, facsimile, or internet facsimile, except where expressly permitted herein.
  • (v) Harvesting information. Harvesting or otherwise collecting information about others, including email addresses, without their consent or in breach of applicable data protection or privacy laws.
  • (vi) Auto-dialing. Performing auto-dialing or ‘predictive’ dialing (i.e., non-manual dialing or using a software program or other means to continuously dial or place out-bound calls) in violation of applicable Law, or in an excessive or otherwise abusive manner (as NuWave Communications may determine in its discretion).
  • (vii) Transmitting viruses. Negligently, recklessly, knowingly, or intentionally transmitting any material that contains viruses, time bombs, Trojan horses, worms, malware, spyware, or any other programs that may be harmful or dangerous.
  • (viii) ID spoofing. Creating a false Caller ID identity (“ID spoofing”) or forged email/SMS addresses or headers, or otherwise attempting to mislead others as to the identity of the sender or the origin of any communication made using the Plan Services.
  • (ix) Infringement of rights. Transmitting any material that may infringe, misappropriate, or otherwise violate the Intellectual Property rights, rights of privacy, personality, or publicity or other rights of NuWave Communications or third parties, including but not limited to the display or use of any NuWave Communications Mark in any manner that violates NuWave Communications’s then-current policies on its trademark and logo usage or without NuWave Communications’s express prior written permission, or display or use of any Third-Party Mark without the prior written permission of the third party that owns any such Third-Party Mark.
  • (x) Derivative Works. Undertaking, directing, attempting, causing, permitting, or authorizing the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Plan Services or any other software or hardware provided by NuWave Communications and used in conjunction with the Plan Services.
  • (xi) Illegal communications. Transmitting any communication that would violate any applicable Law, or using the Plan Services to facilitate any illegal activity.
  • (xii) Excessive usage. Utilizing the Plan Services in excess of what, in NuWave Communications’s reasonable discretion, would be expected of normal business use.
  • (xiii) Interfering with another customer’s use of the Plan Services. Using the Plan Services in any way that interferes with, disrupts, prevents or restricts other customers’ and third parties’ use and enjoyment of the services.
  • (xiv) Network Interference. Interfering with, or disrupting, networks or systems connected to the Plan Services.
  • (xv) Avoiding compliance. Using or employing methods and/or devices that are designed or likely to take advantage of, bypass, exploit, or otherwise avoid compliance with the Agreement or applicable Law.
  • (xvi) Granting rights to third parties with respect to the Plan Services. Selling; reselling; distributing; leasing; exporting; importing; or otherwise granting or purporting to grant rights to third parties with respect to the Plan Services, and any software or hardware used in conjunction with the Plan Services or any part thereof without NuWave Communications’s prior written consent.
  • (xvii) Unauthorized usage. Undertaking, directing, attempting, causing, permitting, or authorizing the copying, modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of the Plan Services or any software and hardware used in conjunction with the Plan Services, or part thereof.
  • (xviii) Circumvention of security measures. Defeating, disabling, or circumventing any security mechanism related to the Plan Services.
  • (xix) Interception. Intercepting, capturing, sniffing, monitoring, modifying, emulating, decrypting, or redirecting, any communication or data for any purpose, including, without limitation, by causing any product to connect to any computer server or other device not authorized by NuWave Communications or in any manner not authorized in advance in writing by NuWave Communications.
  • (xx) Unauthorized repair. Allowing any service provider or other third party – with the sole exception of NuWave Communications’s authorized maintenance providers acting with NuWave Communications’s express, prior authorization – to use or execute any software commands that facilitate the maintenance or repair of any software or hardware used in conjunction with the Plan Services.
  • (xxi) Unauthorized Access. Gaining access to or using (or attempting to gain access or use) any device, system, network, account, or plan in any unauthorized manner (including without limitation through password mining).
  • (xxii) Trunking. Engaging in or to allowing trunking or forwarding of Your NuWave Communications telephone or facsimile number to (an)other number(s) capable of handling multiple simultaneous calls, or to a private branch exchange (PBX) or a key system.
  • (xxiii) Traffic Pumping. Engaging on or allowing traffic pumping or access stimulation of calls through Your Plan Services or the NuWave Communications systems.
  • (xxiv) Using any NuWave Communications Mark without consent. Displaying or using any NuWave Communications Mark in any manner in violation of the applicable NuWave Communications Party’s then-current policies on its trade mark and logo usage or without the applicable NuWave Communications Party’s express, prior written permission, to be granted or denied in that NuWave Communications Party’s sole discretion.
  • (xxv) Using any Third Party Mark without consent. Displaying or using any Third Party Mark without the prior, written consent of the third party that owns the Third Party Mark.
  • (xxvi) Protected Health Information. If You qualify as a “covered entity,” “business associate,” or “subcontractor” under HIPAA or are otherwise subject to HIPAA: (1) storing protected health information (“PHI”) on a non-temporary basis, transmitting or receiving PHI; or otherwise using the Plan Services without the NuWave Communications HIPAA Conduit setting being active and in effect.

C. Customer Legal Compliance

You represent and warrant that all use and Usage of the Plan Services, and Your Account(s), will at all times comply with all applicable Laws, including but not limited to the rules, policies and regulations of the Federal Communications Commission (“FCC”) or the Canadian Radio-Television and Telecommunications Commission (“CRTC”), as applicable, and all Laws relating to Do-Not-Call provisions; unsolicited marketing; telemarketing; faxing; email marketing; spamming or phishing; data security or privacy; international communications; account or debt collection; recording of calls or conversations; export control; export of technical or personal data; end user, end-use, and destination restrictions imposed by the United States, Canada, or foreign governments; consumer protection; pornography; trade practices; false advertising; unfair competition; anti-discrimination; harassment; defamation; intellectual property; or securities.

D. Unsolicited Advertisements and TCPA Compliance

Certain communication practices – including without limitation, the placing of unsolicited calls; the placing of commercial messages; the sending of unsolicited facsimile, internet facsimile, SMS, or other messages; and the use of certain automated telephone equipment to place certain calls – are regulated in the United States by the Federal Telephone Consumer Protection Act of 1991 (also known as the “TCPA”) (available at http://www.fcc.gov/document/telephone-consumer-protection-act-1991), the Junk Fax Prevention Act of 2005, and under a number of similar state, municipal or local laws, regulations, codes, ordinances and rules, and in Canada by the CRTC pursuant to Canada’s Anti-Spam Law (“CASL”) (available at http://laws-lois.justice.gc.ca/eng/acts/E-1.6/index.html).

You agree, represent and warrant that:

  • I. You are the creator of the content of, and are solely responsible for determining the destination(s) and recipient(s) of, all outbound communications made using Your Plan Services (“Customer Communication”);
  • II. All content, communications, files, information, data, and other content provided for transmission through Your Office Plan, and Account, or the Plan Services will be provided solely for lawful purposes, and in no event shall any Customer Communication or any content thereof be in violation of the TCPA, Junk Fax Prevention Act, CASL, or any other Law; and
  • III. No unsolicited advertisements, commercial messages, solicitations, marketing or promotional materials, or commercial messages or content will be transmitted or distributed in the form of facsimiles or internet facsimiles through the Plan Services.

At NuWave Communications’s sole option and without further notice, NuWave Communications may use technologies and procedures, including without limitation, filters, that may block or terminate such unsolicited advertisements without delivering them.

You agree to indemnify and hold harmless NuWave Communications, and any third-party provider(s) from any and all third party claims, losses, damages, fines, or penalties arising: (i) out of Your violation or alleged violation of the TCPA, Junk Fax Prevention Act, CASL, or any similar regulation or legislation; or (ii) otherwise related to any voicemail, text, and/or fax spam, solicitations, or commercial messages that You may send and/or receive using the Plan Services.

E. Export Restrictions

You acknowledge and agree that the software and/or hardware used in conjunction with the Plan Services may be subject to Canada, United States and other foreign Laws and regulations governing the export, re-export, and/or transfer of software by physical or electronic means. You agree, represent, covenant, and warrant that: (i) neither You nor any End User (nor any entity or person that controls You or any End User): (a) is located in an Embargoed Area or listed on any Export Control List or (b) will export or re-export any NuWave Communications software or hardware into any Embargoed Area or to any person, entity, or organization on any Export Control List, or to any person, entity, or organization subject to economic sanctions due to ownership or control by any such person, entity, or organization, without prior authorization by license, license exception, or license exemption; and (ii) the Plan Services and NuWave Communications software and/or hardware will not be Used or accessed from any Embargoed Area.

F. Recording Conversations or Calls

Certain features of the Plan Services may allow You or users of the Plan Services to record calls or other communications. The notification and consent requirements relating to the recording of calls, and/or other communications may vary from state to state, province to province, and country to country. You should consult with an attorney prior to recording any communication, as some jurisdictions may require the prior consent of all parties to a recorded communication. You represent, covenant, and warrant that You will review all applicable Laws before You use or allow use of the Plan Services to record any communications and will at all times comply with all applicable Laws. You agree to inform all users of Your Account that they are obligated to comply with all Laws relating to their use of the call recording feature. Violations of call recording Laws may be subject to criminal or civil penalties.

NuWave Communications expressly disclaims all liability with respect to Your recording of telephone conversations. You agree to indemnify and hold harmless NuWave Communications, and any third-party provider(s) from any and all third party claims, losses, damages, fines, or penalties arising out of Your violation or alleged violation of any call recording Laws. NuWave Communications expressly disclaims all liability and all warranties with respect to recording of conversations and/or calls.

A. Number Availability.

NuWave Communications may make available telephone and/or facsimile numbers for Your selection and assignment to Account(s). You acknowledge and agree that NuWave Communications’s listing of a number may be erroneous and does not constitute a representation or guarantee that such number is actually available for such assignment, and that NuWave Communications shall be authorized to remove such number from an Account in the event that it is not actually available.

B. Number Porting Policy

  • I. Federal Porting Law. Number porting is defined and regulated by the FCC in the United States, and by CRTC in Canada.
  • II. Number Port-In Request Procedures. In order to request the porting of a telephone or facsimile number into an Account, the Account Administrator for the Account into which You wish the telephone or facsimile number to be ported must log in to the Admin Portal for such Account and complete all steps and provide all information requested as part of the number port-in request process (which may include without limitation providing an executed Letter of Agency) or as otherwise requested by NuWave Communications. In addition, if You wish to port into an Account more than 100 telephone or facsimile numbers from the same third party service provider account, You must contact NuWave Communications’s Project Porting Department at support@nuwave.com and comply with their instructions.
  • III. The Number Porting Process. In order to request the porting out to another services provider of a telephone or facsimile number currently assigned to an Account, You must follow the instructions specified by that services provider and must provide all information and cooperation requested by the relevant other services providers, NuWave Communications, or any other relevant third party. You acknowledge and agree that: (i) the porting of telephone or facsimile numbers into or out of an Account requires Your provision of specific and detailed information to NuWave Communications and/or third parties (including without limitation other services providers) and completion of certain steps and procedures, as well as third parties’ completion of certain steps; and (ii) numbers may not be ported into or out of an Account unless and until You are able to provide certain specific information that matches other information on record with NuWave Communications or other services providers. For these and other reasons, the completion of any number port request and the timing of and date by which any such request may be completed depend on a number of factors outside of NuWave Communications’s control, including without limitation the acts and omissions of both You and third parties, including without limitation other services providers.
  • IV. Unauthorized Port Outs. You acknowledge and agree that telephone or facsimile numbers may be ported out from Your Plan Services or an Account due to acts or omissions of third parties, and it may be difficult or impossible for NuWave Communications to: (i) prevent such port-outs: (ii) retrieve numbers ported-out of an Account; or (iii) port such numbers back into an Account. NuWave Communications has no responsibility or liability due to such port-outs.
  • V. Accurate Porting Information. You agree, represent and warrant that all information or representations provided in connection with any request to port in or port out numbers (including without limitation any information or representations in any Letter of Agency) by You, any User or End User, or any party acting on behalf of, at the direction or request of, or with the permission or knowledge of any of the foregoing shall be true, accurate, and up-to-date.
  • VI. Customer Compliance with Porting Laws. You acknowledge and agree that the porting of numbers is subject to telecommunications and other Laws and may be subject to third party terms and conditions. You agree, represent, and warrant that neither You; nor any User or End User; nor any party acting on behalf of, at the direction or request of, or with the permission or knowledge of any of the foregoing will at any time: (i) violate any applicable Law or engage in any fraudulent or deceptive conduct in its porting-related requests or activities; (ii) engage in or facilitate “slamming” or the porting out of any telephone or facsimile number or change or attempt to change any party’s telephony service provider without first obtaining the proper, requisite consents and authorizations; or (iii) violate contractual or other obligations to service providers or other third parties.
  • VII. Release of Numbers. You acknowledge that in the event of account termination or cancellation, all telephone numbers associated with Your Account, which have not previously been ported to another provider, may be released. Similarly, the cancellation of individual lines may result in the release of the related numbers if those numbers have not previously been ported to another provider. You acknowledge that You are solely responsible for working with a third-party provider to port out any numbers prior to termination or cancellation of Your Account or Plan Services, or any individual line.

C. Number Publication by Customer

Neither You nor any End User may publicize, list, or communicate any number that You believe to be assigned to Your Plan Services or Account(s), or purchase or invest in any materials or media reflecting any such number unless and until You have verified that such number(s) is(are) active and functioning as desired, including without limitation by test calling such number(s) from a non-NuWave Communications service plan and verifying that the fees and charges that will be incurred in connection with use of such number(s) are acceptable to You.

Please note that all prices, Taxes, surcharges, and fees are subject to change at any time, except to the extent such charges are set by agreement between You and NuWave Communications for a specified term. You are responsible for paying all charges for Your Account, including but not limited to toll -free, local, long distance, international minutes, additional feature charges, 411 and operator assisted charges, directory assistance charges, and for all Taxes, surcharges, and fees imposed on Your Account or us as a result of Your use of the Plan Service. Customers with a past due balance on previous or multiple accounts will be charged the full balance, including but not limited to any Taxes or Fees as defined in this TOS, any late fees, service change fees, and fees for chargebacks or returned checks, upon opening a new account or updating their credit card information on file.

A. Charges and Plan Credits

NuWave Communications offers several different plan options for Plan Service. You may change Your Plan Service plan at any time; however, a one-time processing fee of ten dollars ($10) may apply when “downgrading” an existing plan to a plan with lower monthly fees (e.g., a plan with fewer minutes and/or features). In addition, certain plans may entitle You to receive discounts on equipment used in connection with NuWave Communications Plan Service. If You receive any equipment discounts associated with a Plan Service plan and subsequently change that plan to one that does not offer those equipment discounts, You agree to reimburse NuWave Communications, and hereby authorize NuWave Communications to charge Your credit card on file, or invoice You, as applicable, for such equipment discounts.

B. Service Availability

You acknowledge and agree that the products or services, including without limitation the Plan Services, may not be available one hundred percent (100%) of the time. Credit allowances for interruption of the Plan Services may only be provided on a case-by-case basis at the sole discretion of NuWave Communications and shall be Your sole remedy for any Plan Services interruptions or other issues with the Plan Services.

C. Plan Credits and Minutes

NuWave Communications offers several different plans for its products and services. Some of the plans provide for a fixed number of monthly usage minutes (“Plan Credits“). If You exceed Your monthly Plan Credits during the course of a Service month, You may purchase additional Plan Credits as needed. NuWave Communications may also provide You certain bonus credit minutes and/or other promotional incentives (e.g., “tell-a-friend” credits) upon fulfillment of the applicable promotion requirements. All of the Plan Credits are quoted in terms of domestic minute usage, and may be referred to on the NuWave Communications website or by a NuWave Communications Customer Service representative as “minutes”. As explained below, international calling may be charged at a different rate than domestic calling, and a Plan Credit “minute” therefore will not entitle You to a minute of international calling (“International Minutes”).

D. Metered Calling Plans

NuWave Communications offers several monthly metered plans for some of its products and services. Each metered calling plan provides You with a toll-free or local telephone number and a fixed number of Plan Credits each month for a monthly fee, excluding Taxes, surcharges, and fees. When You exhaust Your initial paid allotment of Plan Credits for Your metered plan, unless You advise NuWave Communications otherwise in writing, NuWave Communications will automatically bill Your Account for the smallest available bundle of Plan Credits for the applicable service. Additional minute usage will be debited at the applicable per minute rate(s) for Your metered plan. However, in some limited instances, calls placed under a metered plan may not be counted against Your monthly allotment (e.g., calls made via a local phone number to leave or check voicemail or configure a system and calls answered on the NuWave Communications Softphone). Please check the details of Your metered plan to determine which calls (if any) are not counted against Your monthly minute allotment. For international calling, international rates will apply.

E. Unlimited Plan

NuWave Communications offers unlimited monthly plans for some of its products and services. “Unlimited” does not refer to types prohibited by these TOS, including trunking, access stimulation, reselling of the Plan Services, etc. All unlimited plans are subject to fair usage and the terms and restrictions of these TOS. If, for any reason, NuWave Communications believes that Your usage of the unlimited plan and services violates these TOS, then NuWave Communications may, in its sole discretion with or without notice, either terminate Your unlimited plan, suspend the Plan Services, or immediately convert Your unlimited plan to a metered plan, as set forth above. Utilizing the Plan Services in excess of what, in NuWave’s reasonable discretion, would be expected of normal business use. NuWave classifies normal business use as seven hundred and fifty (750) minutes per session initiated protocol trunk.

F. Value, Ownership, and Expiration of Credits or Minutes

In no event shall any Toll-Free Minute, International Minute Credit, Billing Credit, Plan Credit, or any other type of credit or minute issued to You or applied to an Account (collectively “Account Credits”) have any monetary value or be exchangeable or exchanged for cash. Account Credits may be applied to only the Account for which they were purchased and/or provided, and may not be sold, transferred, assigned, or applied to any other Account, account, plan, or customer. Credited Toll-Free Minutes not applied to Usage of the applicable Account during the monthly billing cycle for which they are credited shall expire at the end of such cycle and shall in no event be available for application to Usage occurring during (or “roll over” to) any other period. Other Account Credits shall expire according to the terms of their purchase or provision.

G. Discounts

From time to time in its sole discretion, NuWave Communications may offer promotions or discounts. Any promotion or discount codes must be provided to NuWave Communications upon purchase of the Plan Services. You are not entitled to a subsequent credit for any promotions or discounts if You do not request the promotion or discount credit at the time of Account creation or change of service. Promotions and/or discounts may not be used cumulatively or retroactively.

A. Plan Services Fees.

The initial Order sets forth the base recurring fees for the Plan Services and the number of minutes of inbound Usage of any toll-free number(s) assigned to an Account, if any, that are included in the Plan Services Fees for each monthly billing cycle. Any applicable initiation charges, monthly recurring charges, support charges, Taxes, and other fees are billed in full in advance. Termination, Usage, international minutes, equipment return fees and transfer charges, if any, are billed in arrears. Upon termination of Your 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.

B. Taxes and Fees.

All fees for Services advertised or otherwise listed on the NuWave Communications website are exclusive of any Taxes. You agree to pay all Taxes and similar liabilities that may now or hereafter be levied on the Plan Services and related software or hardware by any federal, state, provincial, local, or international law or regulation, as well as any administrative and recovery fees and charges levied on the Plan Services by NuWave Communications, whether or not mandated by law or regulation. Should NuWave Communications pay or be required to pay such liabilities (including any Taxes that were due but not charged or previously collected), You agree that NuWave Communications may charge Your credit card on file or invoice You, as applicable, for such payments upon receipt of an invoice and showing of indebtedness to NuWave Communications.

C. Billing for Mid-Year Transactions

In the event that any purchase, transaction, or event involving or resulting in an annually-incurred Plan Services amount occurs subsequent to the beginning of an annual billing cycle, NuWave Communications may at that time bill You a pro-rated amount for the remainder of the then-current cycle and thereafter bill You conterminously with each subsequent cycle.

D. Late Fees

You agree and acknowledge that time is of the essence for payment of all fees and charges. Any fees or charges not paid when due shall incur interest at a rate of the lesser of: (i) eighteen percent (18%) per annum; or (ii) the highest rate allowed by Law. NuWave Communications’s acceptance of late or partial payments (regardless of how they are marked or designated (including without limitation as “Paid in Full,” “Accord and Satisfaction,” or similarly)) shall not waive, limit, or prejudice in any way NuWave Communications’s rights to collect any amount due. NuWave Communications may terminate the Plan Services these TOS for non-payment if any fees or charges are not paid within thirty (30) days of the due date.

E. Form of Payment

All fees and charges are payable to NuWave Communications by check, ACH, Wire or credit card or debit card. You agree to be liable for a processing fee in the amount of the lesser of: (i) fifty dollars ($50.00); or (ii) the highest amount allowed by Law for any credit card chargeback or check or other payment returned for nonpayment.

When You subscribe to Plan Services, You will provide us with a payment method, such as a valid credit card or information for invoicing (if You are pre-approved by NuWave Communications in its sole discretion to be billed via invoice, and NuWave Communications reserves the right to revoke such approval and switch You to credit card billing in its sole discretion), and, if applicable, authorize us to collect from the payment method provided. Any authorization to charge a provided credit card will remain valid until thirty (30) days after You withdraw the authorization, or immediately upon provision of a replacement valid credit card. Upon termination of this Agreement, we will charge You any fees and any other outstanding charges and disconnect Your service. You agree to advise and notify us of any changes to Your payment method, such as credit card account number or expiration date changes. If the credit card or other payment method on Your Account is declined or fails for any reason, NuWave Communications will use reasonable efforts to contact You and advise You of the failed billing attempts. Notwithstanding the foregoing, NuWave Communications reserves the right to disconnect Your Service and terminate Your Account if Your payment method is declined or fails for any reason, or if You withdraw authorization to charge a valid credit and do not provide an alternative payment method, and NuWave Communications reserves the right to continue to attempt charging Your credit card for any outstanding Service charges and additional fees and pursue any other legal remedies available to NuWave Communications.

F. Disputed Amounts

You will waive the right to dispute any billed amount if You do not dispute such amount within thirty (30) days of the date of its billing. If You fail to provide a written statement explaining in reasonable detail Your reasons for disputing the charge within such time period, You hereby irrevocably waive any objection and further recourse with regard to such charges. In the event that You timely dispute a billed amount and NuWave Communications confirms that You were over-billed, NuWave Communications shall credit the applicable Account in the amount of the over-billing (“Billing Credits”). Billing Credits shall be NuWave Communications’s sole and exclusive obligation and Your sole and exclusive remedy with respect to any erroneous billing.

Notwithstanding the foregoing, if You request that Your bank or credit card company perform a chargeback or decline to process a check without first contacting NuWave Communications to dispute the charge, and NuWave Communications subsequently determines that the charges at issue are not erroneous, NuWave Communications reserves the right to terminate Your Account immediately and take any available legal action.

You are solely liable for any transactions or usage on Your Account, whether by You, any End User, or any other user of Your Plan Services, and in no event shall NuWave Communications be liable for any unauthorized use of Your Account.

A. Data Privacy

The Parties acknowledge and agree that: (i) NuWave Communications’s role with respect to any personal identifiable information You or Your End Users transmit, receive, and/or store through the Plan (“Customer Personal Data”) is governed by the NuWave Communications Privacy Notice.

B. Disclaimer of Data Storage Responsibilities

You acknowledge and agree that: (i) neither NuWave Communications nor any NuWave Communications affiliated entity or third-party service provider shall have any obligation to store, retain, back-up, or ensure the availability of any stored Customer Communications, Customer Personal Data or Account Data; (ii) to the extent that You wish to retain any Customer Communications, Customer Personal Information or Account Data or other information relating to Your Plan Services or Your Account(s), You shall ensure that such information is downloaded, saved, and/or backed-up outside of Your Plan Services or Account(s), as necessary or appropriate for Your and/or the End Users’ purposes; (iii) You shall not rely on Your Plan Services or Account(s) as a repository for or means by which to retain, store, or back-up Customer Communications, Customer Information Data or Account Data or any other data, information, or materials; (iv) NuWave Communications may delete or purge any and all copies and versions of any stored Customer Communications, Customer Personal Information or Account Data or other data at any time, without notice, including without limitation after You delete any such information from an Account or after termination of the TOS or closure of an Account; and (v) NuWave Communications may, in its sole discretion and option and without notice, implement reasonable limits as to the size or duration of storage of Customer Communications, Customer Personal Information or Account Data.

C. Access to Data

You and Your End Users can obtain any stored Customer Communications, Customer Personal Information or Account Data with Your login credentials in the relevant NuWave Communications Administrative or Customer Portal. You acknowledge and agree that, notwithstanding anything to the contrary in these TOS, Neither NuWave Communications nor any NuWave Communications affiliates nor third-party service provider: (i) shall have no obligation to access, view, listen to, watch, or review any stored Customer Communications, Customer Personal Information or to perform any task or undertake any role that would entail or require any of the foregoing; (ii) may not have access to stored Customer Communications, Customer Personal Information or Account Data, or such access may be incomplete, limited, restricted, or subject to certain conditions; and (iii) NuWave Communications, its affiliates and third-party service providers’ shall have the right to limit, restrict, condition, or eliminate the ability of any party to access any stored Customer Communications, Customer Personal Information or Account Data in its sole discretion and without notice.

You acknowledge and agree that the Plan Services do not include the performance of any of the following tasks or work by NuWave Communications, and in no event shall NuWave Communications be obligated under these TOS to perform any of the following tasks or work: (i) the investigation, access, correction, alteration, gathering, compilation, review, verification, or production of any Account Data, Customer Communications, or any other records, documents, information, or evidence related to You or Your Plan Services or transmitted, received, or stored through an Account; (ii) the provision of legal or other counsel; or (iii) the provision of assistance, cooperation, or information beyond that which is directly and specifically related to NuWave Communications’s fulfillment of its obligations under these TOS or pursuant to applicable law.

For the avoidance of doubt, except as provided herein or required by Law, NuWave Communications is not obligated to: (i) determine, prove, or disprove any fact or claim; (ii) pursue or defend against any claim, allegation, action, lawsuit, demand, or proceeding; (iii) substantiate any party’s compliance with any Law or Legal Process; (iv) respond to or comply with any request or demand; (v) identify any party; or (vi) conduct any surveillance.

D. Export of Data

You acknowledge and agree that: (i) any stored Customer Communications, stored Customer Personal Information or Account Data, or other information or materials that You export will not be under NuWave Communications’s control and will not be subject to or protected by NuWave Communications’s security controls; (ii) linking or integrating Your Plan Services or Accounts(s) to or with any external service, environment, account or repository (including without Dropbox, Box, Google Drive™, and OneDrive®) constitutes such exportation and NuWave Communications shall have no responsibility for, and makes no representation or warranty regarding, the security, privacy, or functionality of any such linked or integrated external service, environment, account or repository. You any Your End Users, as applicable, shall comply with all applicable Law relating to the use, disclosure, access, or export of data from Your Account(s).

E. Release.

You hereby release, discharge, and hold harmless NuWave Communications from and against any and all liability relating to or arising from its acts or omissions in accordance with this Section entitled “Treatment of Customer Communications, Content, and Account Data.”

A. No Storage of Personal Health Information.

You acknowledge and agree that the use of Plan Services other than on the HIPAA Conduit Setting as described in Section B are not designed, intended, or recommended for use as a repository or means by which to store “protected health information,” as defined under the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and similar legislation in other jurisdictions, and the regulations promulgated pursuant thereto (such laws and regulations, “HIPAA”; such information, “PHI”) on a non-temporary basis, and You represent and warrant that neither Your Plan Services nor any ancillary product or service that is a part thereof will be used for such purpose. NuWave Communications SPECIFICALLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT YOUR PLAN SERVICES, THE ACCOUNT(S), OR THE PRODUCTS (OR THE USE OF ANY OF THE FOREGOING BY ANY PARTY) COMPLIES OR WILL COMPLY WITH HIPAA OR ANY OTHER LAW OR WILL RENDER ANY PARTY COMPLIANT WITH HIPAA OR ANY OTHER LAW.

B. Operation of NuWave Communications HIPAA Conduit Setting; Consequences of Activation

NuWave Communications offers a HIPAA Conduit Setting for its United States based customers. You acknowledge that:

  • I. activation of the NuWave Communications HIPAA Conduit Setting may result in automatic and permanent deletion from the applicable Account(s) of Customer Communications that are stored in those Account(s) and that are thirty (30) or more days old;
  • II. if any Customer Communications that are thirty (30) or more days old are currently stored in the applicable Account(s), they may be permanently deleted from such Account(s), and such deletion may occur as soon as immediately after activation of the NuWave Communications HIPAA Conduit Setting;
  • III. the deletion functions described above may permanently delete Customer Communications such that they are not retained by NuWave Communications in any form (including on any back up or disaster recovery system); and
  • Ⅳ. the HIPAA Conduit Setting will disable attachment of voicemail, SMS, and facsimile/internet facsimile messages to message notification emails sent by NuWave Communications in connection with any such Accounts.
  • Ⅴ. The HIPAA Conduit Setting will disable message notification emails of any Glip messages.

C. Release.

You hereby release, discharge, and hold harmless NuWave Communications from and against any and all liability relating to or arising from its acts or omissions in accordance with this Section entitled “NuWave Communications and HIPAA.”

The Account owner shall be the legal entity (e.g., corporation, partnership, individual) that signs up for the Plan Services with NuWave Communications. If no legal entity is provided upon sign-up, the Account owner shall be the owner of the credit card used to open the Account. Subsequent changes to ownership must be supported by appropriate legal documentation.

A. Account Disputes

You agree that in no event shall NuWave Communications be obligated to – and in no event shall You request that NuWave Communications – participate in or act as the arbiter, adjudicator, or intermediary with respect to any claim or dispute relating to the ownership or control of, or rights relating to, Your Plan Services, any Account, any numbers assigned to an Account, or any Account Data or other information related to an Account or Your Plan Services (“Account Ownership Disputes”). In the event of any Account Ownership Dispute, NuWave Communications is authorized to take any course of action that it deems to be appropriate, including without limitation declining to take any action.

B. Access to Account Data or Customer Communications

As permitted or required by Law, NuWave Communications may access, monitor, use or disclose Your Account Data, Customer Communications, and/or Customer Personal Information for the purposes including but not limited to (i) comply with the Law or respond to lawful requests or legal process; (ii) protect the rights or property of NuWave Communications, NuWave Communications’s agents, NuWave Communications’s Affiliates, NuWave Communications’s customers, and other third-parties including to enforce NuWave Communications’s agreements, policies and terms of use; (iii) respond to emergencies; (iv) initiate, render, bill, and collect for services; or (v) facilitate or verify the appropriate calculation of Taxes, fees, or other obligations due or pursuant to a local, state, provincial, federal, or foreign government requirement.

C. Release

You agree to release, discharge, and hold harmless NuWave Communications from and against any and all liability relating to or arising from their acts or omissions related to any Account Ownership Dispute or in seeking to comply with any Law or any Legal Process.

If You have a customer support issue, You may visit https://canada.nuwave.net or open a case with NuWave Communications Global Customer Care (“Customer Care”) at https://canada.nuwave.net. Any End User contacting Customer Care may be required to provide certain verifying information (e.g., the answer to a security question on file) to receive support from Customer Care, and Customer Care may limit the level of support that it will provide or scope of information that it will disclose or confirm to any inquiring End User based on the scope of his or her Account rights or permissions.

A. Basic Customer Support Services

NuWave Communications will make basic customer support available to its customers via its call center, which will be available to attempt to resolve technical issues with and answer questions regarding the implementation or use of the Plan Services. Basic customer support services shall not include, and NuWave Communications shall have no obligation hereunder to perform, any of the following: (i) on-site support; (ii) implementation of any software or hardware; (iii) configuration of any device; (iv) dedicated representative support; or (v) network or third party equipment support.

For clarity, any customer with more than two hundred fifty (250) employees shall be responsible to provide Helpdesk support to End Users. Helpdesk support (hereinafter “Helpdesk”) means the logging of calls, managing End User’s relations and answering initial inquiries including technical questions about the Plan Services that require an explanation of a feature, function, error message, installation or system administration. The Helpdesk support will be responsible to take and evaluate a reported technical issue, resolve any issue within its control, and when unable to fix the problem, may route the issue to NuWave Communications. Helpdesk will act as the interface between NuWave Communications and the End Users. NuWave Communications may require customer’s Helpdesk support personnel to complete a series of training courses on NuWave Communications’s products.

B. Premium Customer Support Services

Additional premium customer support services are available to customers who have at least two hundred fifty (250) employees, at an additional cost and subject to additional terms and conditions related to NuWave Communications’s professional services. Please contact your sales representative or Customer Care to inquire about implementation services or premium support services.

C. Customer Support Surveys and Feedback

From time to time, NuWave Communications may send its customers surveys, comment cards, customer satisfaction forms, or other requests to provide feedback. You hereby grant NuWave Communications, its licensors, and suppliers a perpetual, unlimited, worldwide fully-paid up, royalty free license to use all feedback, answers, ideas, comments, or other information You provide to NuWave Communications in response to any such requests.

If You have subscribed to NuWave Communications’s Global Office (“RGO”), this section sets forth additional terms and conditions concerning RGO.

Additional updates or notices related to Your services in RGO countries are available at https://canada.nuwave.net/contact-us/

A. Registered Address Required.

A Registered Address is required in most jurisdictions. You and Your End Users shall use the Plan Services at the Registered Address provided for the relevant Digital Line.

B. Emergency Service Limitations.

NuWave Communications provides access to emergency calling services in many, but not all, countries in which RGO is available, allowing most NuWave Communications Office 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). Your 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. Access to emergency calling services in RGO countries, where available, is subject to the limitations set forth in Section 1 (Operation and Limitations of the NuWave Communications 911 Service) above. It is strongly recommended that You have an alternative means for placing emergency calls available at all times.

C. Disclaimer of Liability for Emergency Services in RGO Countries.

You represent and warrant that You have made available and will maintain at all times traditional landline and/or mobile network telephone services that will enable users of Your Plan Services to call 911/112/999 and/or any other applicable Emergency Services number. You represent and warrant that You will not use the Plan Services in environments requiring fail-safe performance or in which the failure of the Plan Services could lead directly to death, personal injury, or severe physical or environmental damage.

Accordingly, You agree that NuWave Communications shall not be responsible or liable for—and agree to fully, finally, and forever release, discharge, indemnify, and hold harmless NuWave Communications from and against any claim based on, resulting from, or relating to—any acts or omissions related to the handling of, or not handling of, or response, or lack of response, to any emergency call or other communication in connection with the RGO service.

D. RGO Service Provided in Connection with Home Country Service.

NuWave Communications will provide RGO Service to You only in connection with Your Plan Service in the Home Country. You represent and warrant that: (i) You have a presence in the Home Country and will continue to have a presence in the Home Country throughout the term of these TOS; and (ii) that Your purchase of RGO Service is in connection with Your subscription to Plan Services in the Home Country. NuWave Communications may immediately terminate Your RGO Service if You no long have any lines or Plan Service in the Home Country.

You acknowledge and agree that all billing for the RGO service will be done in the Home Country using the Home Country’s currency. Customer agrees, at all times during the term of these TOS, to provide a billing address located in the Home Country.

You acknowledge and agree that all documentation, licenses, and services in connection with RGO Service will be provided only in English and governed by the Law of the Home Country.

E. Relationships with Local Providers.

In connection with the provision of the Global Office Services, NuWave Communications relies on local providers to supply certain regulated communication services to you, for example (1) for the provision of local telephone numbers within local jurisdictions, (2) to enable you to place local calls within local jurisdictions, and (3) to enable You to receive calls from non-NuWave Communications numbers on Your Global Office telephone number, by connecting with the local public switched telephone network. You hereby appoint NuWave Communications as your agent and attorney, and such appointment is coupled with an interest and is irrevocable, to conclude and enter into agreements with Local Partners on your behalf to obtain such services from the local provider.

Compliance with the terms of this Agreement is essential to legally obtaining Global Office services. You represent and warrant at all times that you shall not do or omit to do anything which may cause NuWave Communications to breach or violate any applicable Law, or otherwise expose NuWave Communications to liability.

A. Erroneous Product Information

In its marketing, advertising, offering, and sale of the Plan Services, NuWave Communications attempts to describe the Plan Services as accurately as possible. Nevertheless, NuWave Communications does not warrant that any such information about Plan Services, including related software and hardware, is accurate, complete, reliable, current, or error-free. It is possible that such may be inaccurate or out-of-date, such as listing erroneous or out-of-date pricing information or referring to services or features that are no longer available. Such information is provided only for customers’ convenience and is not part of these TOS, any agreement for the purchase of Plan Services, or any other agreement with NuWave Communications.

B. NuWave Communications Communications

You agree that NuWave Communications may send, or have sent, to You, Account Administrators, contacts, and/or End Users Service Communications, and Marketing Communications. NuWave Communications shall not send Marketing Communications to You or Your End Users without providing prior notification and the right to opt out. You hereby consent to NuWave Communications’s distribution of Service and Marketing Communications in accordance with this Sub-Section 15(B) entitled “NuWave Communications Communications”. In the event that You or any End User provides NuWave Communications with any feedback, answers, ideas, comments, or other information in connection with any of the foregoing communications, You hereby grant NuWave Communications a perpetual, irrevocable, unlimited, worldwide, fully-paid up, royalty free right and license to use the same.

C. Directory Listing Service

You acknowledge and agree that in the event that You subscribe to the NuWave Communications directory listing service, the information that You provide in connection with such subscription (i) may be used or reproduced by, or disclosed to, third-parties and otherwise made publicly available, (ii) NuWave Communications may not be able to have such information or listing removed, altered, updated, or corrected, and (iii) You and End Users may receive calls, messages, mailings, and other communications from third parties as a result of Your participation in the NuWave Communications directory listing service. You represent and warrant that all information provided by You or any End User related to any subscription to the NuWave Communications directory listing service will be true, accurate, and up-to-date and that You shall promptly update any such information in the event that it changes or becomes inaccurate. You hereby authorize and grant NuWave Communications a worldwide, irrevocable, non-exclusive, royalty-free, fully paid-up license to use, disclose, transmit, publish, or publicize, in any medium or technology now or hereafter available, all information that You provide in connection with subscribing to, participating in, or using the NuWave Communications directory listing service. You hereby release, discharge, and hold harmless NuWave Communications from and against any and all liability relating to or arising from any publication or listing of information in connection with Your subscription to the NuWave Communications directory listing service and any third party’s use of the same.

Pursuant to the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512) (the “DMCA”) upon good faith belief that copyrighted content transmitted via NuWave Communications is infringed, the copyright owner or its agent may send NuWave Communications a notice requesting removal of the infringing content or blocking access to it. Also, the DMCA allows a party against whom a notice of copyright infringement has been filed to submit a counter-notice. Notices and counter-notices must meet the then-current statutory requirements implemented by the DMCA. Notices and counter-notices may be sent to NuWave Communications’s registered copyright agent at the following postal address or optionally our email address:

  • NuWave Communications, Inc.
  • 8275 S. Eastern Ave, Suite 200,
    Las Vegas, NV 89123
    USA
  • legal@nuwave.com

The notice must include: (i) an electronic or physical signature of the owner (or person authorized to act on behalf of the owner) of the copyrighted work; (ii) a description of the copyrighted work that is claimed to have been infringed upon; (iii) information reasonably sufficient to permit NuWave Communications to locate the copyrighted work; (iv) address, telephone number, and e-mail address of the owner of the copyrighted work; (v) a statement by the owner of the copyrighted work or its agent asserting good-faith belief that the use in question is not authorized by the copyright owner, its agent, or the Law; and (vi) a statement by the owner of the copyrighted work or its agent, made under penalty of perjury, that the foregoing information in the notice is accurate and affirming ownership of the copyright or authorized to act on the copyright owner’s behalf.

Any notice or counter-notice must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. Parties should seek the advice of legal counsel before submitting a notice or counter-notice. Upon receipt of the notice, NuWave Communications may make a good faith attempt to transmit the notice to the party who has transmitted or received the allegedly infringing copyrighted work, and to transmit any counter-notification to the complaining party. NuWave Communications may, at its sole discretion, suspend, terminate, or disconnect ’s access to and use of the Plan Services or Account if it is deemed that such party has engaged in more than one instance of copyright infringement.

A. Limited License.

NuWave Communications grants You and Your End Users a limited, personal, revocable, non-exclusive, non-sub-licensable, non-assignable, non-transferable, non-resellable license to use the software and hardware provided in conjunction with the Plan Services during the Term in strict accordance with these TOS and solely for Your own internal business use. In the event of any expiration or termination of your subscription to the NuWave Communications Plan Services or termination of pursuant to these TOS, all license rights granted herein or in connection with any software or hardware provided under these TOS, immediately terminate. Any IP Rights in the Plan Services or in any technology used in the provision thereof are and shall remain the sole and exclusive property of NuWave Communications and its licensors. All rights not expressly granted herein are reserved and retained by NuWave Communications and its licensors, and no IP Rights or other rights or licenses are granted, transferred, or assigned to You, any End User, or any other party by implication, estoppel, or otherwise. You acknowledge that misuse of the Plan Services may violate third party IP Rights in the software and/or hardware provided in conjunction with the Plan Services. You may not use or disclose any Intellectual Property or IP Rights in the Plan Services or any hardware or software related to the same except as expressly contemplated by this section.

B. NuWave Communications’s IP Rights.

You agree that all rights, title and interest in and to all Intellectual Property in the Plan Services, any software or hardware used in conjunction with the Plan Services, and any materials provided in connection with the Plan Services are owned exclusively by NuWave Communications or its licensors. Except as expressly provided herein, the limited license granted to You under the Plan Services does not convey any ownership or other rights, express or implied, in the Plan Services, any materials provided in connection with the Plan Services, or in any Intellectual Property.

C. Use and Disclosure of Intellectual Property.

You represent, warrant, covenant and agree that You shall not disclose or use any of the Intellectual Property in the Plan Services, any software or hardware used in conjunction with the Plan Services, or any marketing materials for any purpose following termination of the Plan Services or the limited license granted thereunder to use the Plan Services. You further represent and warrant that neither You nor any End User shall reverse engineer, disassemble or decompile any prototypes, software or other tangible object which embody NuWave Communications’s Intellectual Property.

D. New Versions of the Software

NuWave Communications, in its sole discretion, reserves the right to add, remove, or modify features or functions, and to provide fixes, updates and upgrades to the Plan Services without notification to you. You acknowledge and agree that NuWave Communications has no obligation to make available to You any subsequent versions of the Plan Services; provided, however, NuWave Communications shall make available to You any such features, functions, fixes, updates and upgrades and subsequent versions of the Plan Services that NuWave Communications makes generally available at no additional charge to customers who subscribe to the same edition of the Plan Services purchased by You. In addition, You and NuWave Communications acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to the Plan Services and that NuWave Communications is solely responsible for the provision of maintenance and support as provided in these TOS and to the extent such maintenance and support is required under applicable Law.

E. Publicity Rights

You agree that NuWave Communications may identify You as a user of the Plan Services in its business deals, press releases, marketing materials, electronic, printed, and broadcast advertising, newsletters, mailings, tradeshows, other promotional materials, on NuWave Communications’s website, or any other third-party website where NuWave Communications or its designated agents may promote the Services. You hereby grant NuWave Communications and its agents an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free license (with right to sublicense) to use, reproduce, publish, and display Your name, trademarks, service marks, designs, logos, and symbols in connection with such purpose.

A. Service Changes

You understand and agree that NuWave Communications may make upgrades or changes to the Services which will not materially diminish the functionality of the Services without prior notice to You. In the event that a change to the Services would, in NuWave Communications’s reasonable discretion and judgment, permanently and materially diminish or impair the functionality of the Services (a “Change”), and such Change is unacceptable to You, You may terminate the Services without penalty within thirty (30) days of becoming aware of the Change by calling NuWave Communications at 888-368-9283. Any use of the Services after the such date will be deemed Your acceptance of the Change.

B. Future Changes to these TOS

We may change the terms of these TOS from time to time upon delivery of electronic or written notices to You. NuWave Communications generally provides written notice of changes to Your account, including these TOS and any other legal agreements, via email, electronic notice on the NuWave Communications Website or Your Account Page, or on Your billing statements, or as otherwise required by applicable Law. You agree to carefully read and review each such e-mail notice, electronic notice, and billing statement from NuWave Communications fully regarding any such notices of changes to Your Account.

Subject to applicable Law, the modified terms shall replace and supersede all previously agreed to electronic and written terms, as well as any prior versions of these TOS and become binding on You on the later of the date they are posted on the NuWave Communications website (www.nuwave.com) or as otherwise indicated in the notice to You. You agree that You are solely responsible for: (i) making sure that Your registered email account is current and functional: (ii) checking Your registered email account regularly; (iii) checking the NuWave Communications Website and Your Account page regularly; and (iv) making sure that NuWave Communications communications are not blocked or rendered undeliverable by You, Your computer, any software installed on Your computer, Your Internet service provider, or for any other reason. Continued use of the Plan Services will constitute Your acceptance of the modified terms. If the terms of these TOS are amended and You do not wish to accept the modified terms, You may terminate these TOS as provided for in Section 19 entitled “Termination”.

C. Promotional Services

You acknowledge and agree that in the event that NuWave Communications offers or provides You discounts or promotional services for Your Plan Services or an Account, NuWave Communications may terminate or modify the scope of such promotional services at any time without notice, unless NuWave Communications specifically agrees otherwise in writing in connection with its provision of the discounts or promotional services.

A. Monthly Plan Customers.

For monthly plan customers, You may cancel or terminate Your use of the Plan Services with or without cause at any time by calling customer service at 888-368-9283, subject to the restrictions and fees provided in these TOS, and any additional agreements governing the products or services.

B. Annual Plan Customers.

For annual plan customers, You are purchasing the Plan Service for the full length of the applicable Term. You have thirty (30) days from the date of purchase for a prorated refund. After thirty (30) days, if You terminate the Plan Services prior to the end of Your Term, subject to applicable Law, You are responsible for all charges for any remaining time left on the Term as if You remained a customer through the end of the then-current Term, including, without limitation, outstanding charges, unbilled charges, Taxes, and fees, including any applicable disconnection fee. In addition, You will not be entitled to a refund for any unused portion of prepaid Term charges.

C. Generally.

You understand and agree that NuWave Communications may at any time, and without additional notice to You, terminate, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Plan Services if :

  • I. NuWave Communications determines or reasonably suspects that You have materially breached these TOS;
  • II. NuWave Communications determines that You have created or caused to be created multiple free accounts;
  • III. NuWave Communications determines that You have used a fraudulent credit card to pay for Service charges on Your Account;
  • IV. NuWave Communications determines that You have verbally insulted, abused, or harassed any of its employees, contractors, agents, or other representatives;
  • V. You did not or will not reasonably comply or cooperate with any applicable Law or regulation, or NuWave Communications is made aware of allegations of the same;
  • VI. NuWave Communications is ordered by law enforcement or other government agencies to suspend or terminate Service to Your Account;
  • VII. You bring any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against NuWave Communications, or participate in any class action lawsuit against NuWave Communications;
  • VIII. Except to the extent prohibited by applicable Law, You file a petition in bankruptcy or if a petition in bankruptcy is filed against You 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 Your relevant property;
  • IX. NuWave Communications determines that such action is necessary to protect, maintain, or improve the Services; to prevent fraud or misrepresentation by affirmative acts and/or omissions; to protect NuWave Communications, its customers, or other third parties affiliated with NuWave Communications; or for any other good cause;
  • X. You violate applicable Law; or
  • XI. As otherwise contemplated by these TOS.

Upon any termination or suspension of Your Account, NuWave Communications may immediately deactivate or delete Your Account and all related information and files in Your Account and/or restrict any further access to such files, information, or the Plan Services.

NuWave Communications shall not be liable to You or any third party for any reason for terminating or suspending Your use or access to the Plan Services.

If You or NuWave Communications terminate or suspend Your right to use the Services, You shall not be entitled to any refund or pro ration of any pre-paid amounts, Account Credits, or other amounts paid to NuWave Communications prior to the termination or suspension date.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLAN SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NuWave Communications MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. SPECIFICALLY AND WITHOUT LIMITING THE FOREGOING IN ANY WAY, NuWave Communications SPECIFICALLY DISCLAIMS ANY WARRANTY: (i) THAT ANY PRODUCT WILL MEET ANY PARTICULAR REQUIREMENTS; (ii) THAT ANY PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY DEFECTS IN ANY PRODUCT WILL BE CORRECTED; OR (iii) RELATING TO THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH USE OF YOUR OFFICE PLAN, ANY ACCOUNT, OR ANY PRODUCT OR ANY CUSTOMER COMMUNICATIONS, DATA, INFORMATION, OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF ANY OF THE FOREGOING. THE PARTIES AGREE, AND IT IS THEIR INTENTION, THAT IN NO EVENT SHALL ANY WARRANTY PROVIDED BY LAW APPLY UNLESS REQUIRED TO APPLY BY APPLICABLE STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. TO THE EXTENT THAT NUWAVE COMMUNICATIONS CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT NuWave Communications CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

A. Consequential Damages

IN NO EVENT SHALL NUWAVE COMMUNICATIONS BE LIABLE TO YOU OR ANY THIRD PARTY FOR COSTS OF PROCUREMENT, COVER, OR SUBSTITUTION GOODS OR SERVICES; LOSS OF USE, DATA, EQUIPMENT, PRODUCTS, BUSINESS OPPORTUNITIES, OR PROFITS; INTERRUPTION OF BUSINESS; TRANSACTIONS ENTERED INTO OR NOT ENTERED INTO; OR SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, REPUTATIONAL, OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF NUWAVE COMMUNICATIONS HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF – OR COULD HAVE FORESEEN — SUCH COSTS, LOSSES, OR DAMAGES.

B. Direct Damages Cap

EXCEPT AS SET FORTH BELOW, NUWAVE COMMUNICATIONS’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE PLAN SERVICES FEES PAYABLE HEREUNDER DURING THE ONE (1) MONTH IMMEDIATELY PRIOR TO THE DATE OF THE EVENT(S) GIVING RISE TO THE LIABILITY. THE LIMITATION OF LIABILITY SET FORTH IN THIS SUB-SECTION DOES NOT APPLY TO: (i) LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (ii) YOUR LIABILITY ARISING FROM YOUR ACTUAL OR ALLEGED BREACH OF SECTIONS 1 (OPERATION AND LIMITATIONS OF THE NuWave Communications 911 SERVICE), 5 (USE POLICIES), 6 (NUMBER POLICIES), OR 3 (CUSTOMER SECURITY POLICY) OF THESE TOS.

C. Scope and Exceptions

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION ENTITLED (LIMITATION OF LIABILITY):

  • I. SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW,
  • II. SHALL NOT DISCLAIM, LIMIT, OR CAP CUSTOMER’S OBLIGATION TO PAY ANY FEES OR CHARGES OR OTHER AMOUNT OWED TO NUWAVE COMMUNICATIONS OR ANY DAMAGES TO WHICH NuWave Communications IS ENTITLED UNDER APPLICABLE LAW FOR INFRINGEMENT OF IP RIGHTS,
  • III. REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES, AND
  • IV. SHALL SURVIVE TERMINATION OR EXPIRATION OF THE PLAN SERVICES AND APPLY IN ANY AND ALL CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION IN THE EVENT OF ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY PROVIDED HEREIN.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

To the maximum extent permitted by applicable Law, You shall indemnify and hold harmless, individually and collectively, NuWave Communications, its affiliates, agents, resellers, and other providers who furnish goods and services to You 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 Plan Services by You or any third party acting with Your permission, knowledge, authority or direction; (ii) a breach of these TOS by You, or any End User; (iii) any negligent acts, omissions to act or willful misconduct by You or any third party acting with Your permission, knowledge, authority or direction; (iv) the inability to use the Plan Services or failure or outage of the Plan Services for any reason, including but not limited to those related to calling, “911” or other emergency responders; (v) the use of the Plan 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.

A. Limited License.

NuWave Communications grants You and Your End Users a limited, personal, revocable, non-exclusive, non-sub-licensable, non-assignable, non-transferable, non-resellable license to use the software and hardware provided in conjunction with the Plan Services during the Term in strict accordance with these TOS and solely for Your own internal business use. In the event of any expiration or termination of your subscription to the NuWave Communications Plan Services or termination of pursuant to these TOS, all license rights granted herein or in connection with any software or hardware provided under these TOS, immediately terminate. Any IP Rights in the Plan Services or in any technology used in the provision thereof are and shall remain the sole and exclusive property of NuWave Communications and its licensors. All rights not expressly granted herein are reserved and retained by NuWave Communications and its licensors, and no IP Rights or other rights or licenses are granted, transferred, or assigned to You, any End User, or any other party by implication, estoppel, or otherwise. You acknowledge that misuse of the Plan Services may violate third party IP Rights in the software and/or hardware provided in conjunction with the Plan Services. You may not use or disclose any Intellectual Property or IP Rights in the Plan Services or any hardware or software related to the same except as expressly contemplated by this section.

B. NuWave Communications’s IP Rights.

You agree that all rights, title and interest in and to all Intellectual Property in the Plan Services, any software or hardware used in conjunction with the Plan Services, and any materials provided in connection with the Plan Services are owned exclusively by NuWave Communications or its licensors. Except as expressly provided herein, the limited license granted to You under the Plan Services does not convey any ownership or other rights, express or implied, in the Plan Services, any materials provided in connection with the Plan Services, or in any Intellectual Property.

C. Use and Disclosure of Intellectual Property.

You represent, warrant, covenant and agree that You shall not disclose or use any of the Intellectual Property in the Plan Services, any software or hardware used in conjunction with the Plan Services, or any marketing materials for any purpose following termination of the Plan Services or the limited license granted thereunder to use the Plan Services. You further represent and warrant that neither You nor any End User shall reverse engineer, disassemble or decompile any prototypes, software or other tangible object which embody NuWave Communications’s Intellectual Property.

D. New Versions of the Software

NuWave Communications, in its sole discretion, reserves the right to add, remove, or modify features or functions, and to provide fixes, updates and upgrades to the Plan Services without notification to you. You acknowledge and agree that NuWave Communications has no obligation to make available to You any subsequent versions of the Plan Services; provided, however, NuWave Communications shall make available to You any such features, functions, fixes, updates and upgrades and subsequent versions of the Plan Services that NuWave Communications makes generally available at no additional charge to customers who subscribe to the same edition of the Plan Services purchased by You. In addition, You and NuWave Communications acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to the Plan Services and that NuWave Communications is solely responsible for the provision of maintenance and support as provided in these TOS and to the extent such maintenance and support is required under applicable Law.

E. Publicity Rights

You agree that NuWave Communications may identify You as a user of the Plan Services in its business deals, press releases, marketing materials, electronic, printed, and broadcast advertising, newsletters, mailings, tradeshows, other promotional materials, on NuWave Communications’s website, or any other third-party website where NuWave Communications or its designated agents may promote the Services. You hereby grant NuWave Communications and its agents an irrevocable, perpetual, worldwide, non-exclusive, fully paid-up, royalty-free license (with right to sublicense) to use, reproduce, publish, and display Your name, trademarks, service marks, designs, logos, and symbols in connection with such purpose.

Pricing is packaged based on a bundle of local and long distance services. By signing the NuTeams Agreement, Customer agrees to pay all applicable port, loop and equipment MRC charges in advance, and any usage/overage charges in arrears. Customer’s first bill shall include pro-ration of first month’s service, as well as any NRC’s not previously paid. In the event Customer terminates this Agreement prior to the end of the initial term or any renewal thereafter, or has service discontinued for failure to pay, Customer will be liable for all monthly charges for the number of months remaining in the Agreement. All local loop circuit install charges are quoted with install to the Local Exchange Carrier assigned building demarcation point (Demarc) and additional Demarc Extension, as per Order Form. NuWave will pass through any costs associated with extending wiring beyond the Demarc. In conjunction with the services ordered, NuWave may provide Customer with Customer Premises Equipment (CPE). If service is terminated for any reason, Customer must return all NuWave provided equipment within 30 days of termination, or Customer will be billed for the full new cost of the equipment. NuWave will monitor Customer monthly call distribution and identify excessive traffic originating from or terminating to a High Cost Area (“HCA”), defined as high-cost LATAs/OCN’s and certain non-Regional Bell Operating Company served telephone numbers. NuWave shall apply a surcharge of up to $0.04 per minute of use to the number of minutes by which Customer’s HCA and Non-RBOC outbound terminations and inbound originations exceed usual and customary call patterns for business users (“The HCA Surcharge”). NuWave will use terminating information in the call stream data, including any Number Portability Databases available, to determine the terminating location and Operating Company Number (“OCN”). For jurisdictional determination, if the originating information (e.g., calling party number) is available (“Origination Information”), NuWave will use that data and the Termination Information within each call record to determine jurisdiction (Local, Local Toll, Intrastate Long Distance or Interstate Long Distance), and will assign each call the applicable rate from Customer’s rate schedule. If the Origination Information is not available, not a valid ANI, or is unable to be determined, NuWave will consider the call of “Indeterminate Jurisdiction” and will assign Intrastate Long Distance rates. The International Rate Plan Number above refers to a set of country-specific rates defining costs to each International dialed location. Customer requests to block International calling does not relieve Customer from liability for all completed calls made utilizing Customer’s equipment, whether authorized or unauthorized. Customer may not use service for prohibited uses, including but not limited to auto-dialing, voice or fax broadcasting, inbound or outbound call center activity, resale of services, or other similar uses. See NuWave’s terms of service for a complete list of prohibited uses. Excessive outbound or inbound local calling which is not consistent with usual and customary business use or a prohibited use shall be subject to an overage charge of $0.029 per minute. Rating of outbound calls as Local applies only to calls that utilize telephone numbers assigned by NuWave or that have been ported to NuWave’s service as the originating ANI, and are displayed accordingly in the Caller ID field. Unlimited Long Distance plans are subject to NuWave’s Acceptable Use policy. NuWave shall not replace, and Customer shall be responsible for the full cost of replacement of NuWave provided equipment and phones in the event of damage. All services provided to Customer by NuWave are governed by the terms of a Service Agreement, which may be found at www.nuwave/company/policies/and NuWave’s. This Agreement represents the entire agreement between the Parties and supersedes and merges all prior offers, agreements, promises, understandings, statements, representations, warranties, indemnities and inducements to the making of this Agreement relied upon by either Party, whether written or oral, between or among Customer and NuWave as well as NuWave’s agents, employees, and/or sales persons. This Agreement is voidable by NuWave if the text is modified without the written or initialed consent of a NuWave Officer. Except as may otherwise be provided herein, any amendments or modifications to this Agreement must be in writing and signed by an NuWave Officer. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. Customer hereby irrevocably submits to the personal jurisdiction of any state or federal court sitting in the State of Nevada, Clark County, in any suit, action, or proceeding arising out of or relating to this Agreement. Customer hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which such party may raise now, or hereafter have, to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Customer hereby expressly waives the right to a trial by jury in any action or proceeding brought against customer relating to this agreement. Upon completion of any initial or renewal term commitment, any disconnection request by customer must be provided in writing 45 days prior to the requested disconnection date. Customer agrees that NuWave may request credit information from third parties and authorizes the release of such information as part of this application

TERMS AND CONDITIONS

Customer is Aware of and Agrees That:

1.) This solution requires specific Network & Equipment configurations between the client and the service provider. Client side configurations are the responsibility of the Customer.

2.) Customer should ONLY include a Drop Dead Date if there is an actual date when the service ordered MUST be installed (e.g. move to a new location). Including a Drop Dead Date when it is not really necessary will result in an order processing delay. In addition, an order with a Drop Dead Date that is less than the standard timeframe will be rejected if it is not accompanied by the appropriate (Paid) Expedite Request & Fee Authorization Form.

3.) NuWave requires that the Customer provide a complete list of all phone numbers to be ported. Numbers omitted from the list may result in those numbers not being ported at the time of circuit turn-up. NuWave will attempt to retrieve CSRs from the existing carrier(s), but cannot guarantee such. Customer agrees to provide NuWave with complete CSRs, if requested.

4.) Customer may purchase up to 20 additional Virtual Private Numbers. Virtual Private Numbers are not eligible for phones and may only be used as additional call appearances on a user device or for pilot numbers, such as Auto Attendant, Hunt Group, Etc.

5.) This product DOES NOT support:
A. Alarm lines
B. Elevator Lines
C. Analog Credit Card processing machines
D. Modems
E. Auto Dialers
F. Predictive Dialers
G. Telemarketing Applications

6.) Fax lines are supported only when customer orders separate fax POTS lines. However, NuWave Fax lines are not designed or guaranteed to support extremely heavy fax applications such as: fax blasting, fax aggregation systems, continuous and consistent high volumes of outbound and inbound faxing. Additionally, while long faxes (defined as faxes of 11 pages or more) are supported, high volumes of long faxes are not recommended. Therefore if customer is not satisfied with the quality of the best efforts fax lines, customer may cancel those fax lines only. However such cancellation shall not release the customer from the remaining commitment of the existing contract.

7.) A qualified IT Network/IP Phone vendor is required. A LAN assessment is recommended to ensure the customer’s LAN can support the implementation. Installation of a separate voice-only LAN may be recommended by your vendor but is not the responsibility of NuWave. The NuWave installation will include no LAN or network cabling.

8.) NuWave is not responsible to trouble shoot voice quality delivered over the customer’s public access.

9.) Service provided to remote users is on a best efforts basis. NuWave is unable to troubleshoot LAN/Connectivity issues for remote users, or any service delivered over customer provided internet access.

10.) Rating of outbound calls as Local applies only to calls that outpulse as the Originating ANI telephone numbers assigned by NuWave or that have been ported to NuWave’s service and are displayed accordingly in the Caller ID field.

11.) Calls forwarded or transferred by Customer to a an external number (e.g. cell phone number, residential number) will be subject to Local or Long Distance charges for the outbound leg of the call.

12.) Excessive call traffic to/from High Cost Areas (HCA) shall have a surcharge of up to $0.04 per minute of use applied to the number of excess minutes by which the Customer’s HCA traffic exceed usual and customary call patterns for business users.

13.) Billing start date for loop and port is the earlier of first call date or 14 days after loop acceptance, regardless of whether all services have been turned up.

14.) Emergency calling terms and conditions – Https://docs.microsoft.com/en-us/microsoftteams/emergency-calling-terms-and-conditions

All capitalized terms used in these TOS shall be defined in accordance with the following definitions or as otherwise defined herein.

  • A. “911-Enabled Softphone” means a Softphone for which the NuWave Communications 911 Service is supported.
  • B. “Account” means the numbered account established with NuWave Communications that contains any of the following information: Your true, accurate, current, and complete personal name or business name, administrator name, billing address, shipping address, the address where the Plan Services will primarily be used, the records of Your Digital Lines, subscriptions, and any Plan Services that You have purchased from NuWave Communications. Multiple services, Digital Lines, or End Users may be included in a single account.
  • C. “Account Data” means Registration Information, and the NuWave Communications-generated logs of calling activity stored within that Account.
  • D. “Account Security Incident” means any actual or suspected unauthorized activity, erroneous billing, or breach or compromise of any Password Information or the security or privacy Your Office Plan, an Account, or any Account Data.
  • E. “Admin Portal” or “Customer Portal” means the website through which the customer enters Registration Information, may purchase and register additional IP Desk Phones or Softphones devices, purchase additional products or services, or make modifications to or control the customer’s NuWave Communications Account in any other way.
  • F. “Customer Communications” means the content of calls, facsimiles, SMS messages, voicemails, voice recordings, conferences or other communications transmitted or stored through the Plan Services.
  • G. “Digital Line” means a digital voice line allowing the placement of external outbound calls and receipt of external direct inbound calls.
  • H. “Embargoed Area” means a country or region that is subject to a Canadian, United States, United Nations, or European Union embargo or economic sanctions, including without limitations destinations designated by Foreign Affairs, Trade and Development Canada, the United States Government in Country Group E or Part 746 of the Export Administration Regulations (15 CFR Part 730-774), or otherwise subject to territorial sanctions under regulations administered by the Foreign Affairs, Trade and Development Canada, the United States Department of the Treasury, Office of Foreign Assets Control, or other governmental authorities with jurisdiction.
  • I. “End Point” means a point through which any End User might access and/or use the Plan Services, including without limitation all IP Desk Phones and all Softphones, instances of the NuWave Communications Mobile or Desktop Applications, and all devices or VoIP infrastructure on which any Softphone or such instance is installed or through which the Plan Services may be accessed or used.
  • J. “End User” means the user of a virtual extension or individual Digital Line set up within an Account or an individual assigned thereto by You or by NuWave Communications at Your direction or request.
  • K. “Export Control List” means any list maintained by the government of Canada, the United States or any other country of entities or individuals that are subject to export controls or economic sanctions, including without limitation the Foreign Affairs, Trade and Development Canada Export Control List, the United States Commerce Department’s Denied Parties List, Entity List, or Unverified List; the United States Department of the Treasury’s or the United States Office of Foreign Assets Control’s Specially Designated National List; Sectoral Sanctions List; Foreign Sanctions Evaders List; and similar lists of entities, organizations, or individuals subject to export control restrictions or economic sanctions that are maintained by other agencies of the Canadian Government, the United States Government, the United Nations, the European Union, or any other governmental authority with jurisdiction.
  • L. “Home Country” means the country in which the relative majority (plurality) of the Digital Lines in Your Plan Services are provided to You, based on the Registered Address for each Digital Line.
  • M. “Intellectual Property” means mean all common law and statutory rights (whether registered or unregistered, or recorded or unrecorded, regardless of method) arising out of or associated with: (i) patents and patent applications, inventions, industrial designs, discoveries, business methods, and processes; (ii) copyrights and copyright registrations, and “moral” rights; (iii) the protection of trade and industrial secrets and confidential information; (iv) other proprietary rights relating to intangible property; (v) trademarks, trade names and service marks; (vi) a person’s name, likeness, voice, photograph or signature, including without limitation rights of personality, privacy, and publicity; (vii) analogous rights to those set forth above; and (viii) divisions, continuations, continuations-in-part, renewals, reissuances and extensions of the foregoing (as applicable).
  • N. “IP Desk Phone” means a telephony hardware device that uses VoIP to place and transmit telephone calls over an IP network.
  • O. “IP Rights” means any and all patents, copyrights, trademarks, service marks, trade secrets, and other Intellectual Property rights in the Plan Services or in any technology used in the provision thereof.
  • P. “Law” means any federal, national, municipal, local, state, or international law, statute, regulation, code, ordinance, or restriction; treaty or convention; or court or administrative ruling.
  • Q. “Legal Process” means any court or administrative order, subpoena, civil investigation demand, warrant, or other official request, order, or process.
  • R. “Marketing Communications” means occasional non-bulk sales-related communications, and any other communications solely or primarily designed to market products.
  • S. “Office Services” means the voice, online meeting, video conferencing, and related services, applications, and product integrations, together referred to as NuWave Communications Office.
  • T. “Office Plan” means the subscription You are purchasing for NuWave Communications Office services.
  • U. “Order” means any physical contract, order form, purchase order, or order for additional services placed through the Admin Portal.
  • V. “Password Information” means any and all passwords, PINs, IVR PIN codes, security questions or answers, and other access-related credentials related to Your Plan Services or an Account.
  • W. “Plan Services” means the services purchased under these TOS or any contract between the customer and NuWave Communications, including but not limited to Office Services, Contact Center Services, Glip Services, NuWave Communications Fax services or NuWave Communications Pro services, and any software or hardware provided by NuWave Communications and used in conjunction with those services.
  • X. “IP Desk Phone” means an IP Desk Phone that has been successfully provisioned to access the Plan Services, through the provisioning process in the applicable Admin or Customer Portal.
  • Y. “Registered Address” means the address of the physical location where You will use the NuWave Communications Office service, including each IP Desk Phone and each 911-Enabled Softphone.
  • Z. “Registration Information” means any information You or Your End Users may be required to provide in order to begin using or to update the Plan Services, activate features, or add or modify an individual line or extension (e.g., activating an Account or End User or provisioning a device).
  • AA. “NuWave Communications Mark” means a United States and foreign trademark, service mark, copyright, or logo of NuWave Communications.
  • BB. “NuWave Communications Mobile Application” the NuWave Communications Office application for mobile devices.
  • CC. “Service Communications” means any communications related in whole or in part to the administration, support, use, Usage, development, or improvement of its services (including without limitation communications related to billing, payment, Usage, purchases and other transactions, Customer Communications, upgrades, updates, installations, new products, security issues, support cases, and/or customer satisfaction
  • DD. “Softphone” means an instance of the NuWave Communications Softphone desktop software application used to access the Plan Services.
  • EE. “Taxes” means all federal, state, provincial, local, and municipal sales, international excise, value-added, transactional, regulatory, and other taxes and assessments and other governmental fees, surcharges, levies or amounts (including without limitation charges related to the recovery of amounts contributed to any contribution, universal service or other governmental fund or entity, whether or not such recovery is mandated by any Law).
  • FF. “Text-to-911” means the ability to send SMS messages to 911.
  • GG. “Third Party Mark” means a United States and foreign trademark, service mark, copyright, or logo of a third party.
  • HH. “Toll-Free Minute” means minutes of usage incurred on toll-free numbers assigned to an Account.
  • II. “Usage” means Toll-Free usage, Local usage, Long-Distance usage, International Usage, and any other usage of an Account that could result in charges for calling, messaging, or other activity.
  • JJ. “Voice/Text Feature” means any functionality or feature of the Plan Services that converts voice content to text content or vice versa.