Zipwire subscription service online terms 5 31 15 final by Sally Jordan

ZIPWIRE™ SUBSCRIPTION SERVICE TERMS Updated May 31, 2015 ASPECT SOFTWARE, INC. (Aspect) PROVIDES ZIPWIRE™ SERVICE UNDER THESE ONLINE TERMS AND ANY ORDER (Agreement). 1

DEFINITIONS

1.1. “Client Software” means a software component provided with Zipwire Service. 1.2. “Confidential Information” has the meaning set forth in Section 11. 1.3. “Customer Data” means all electronic data or proprietary information that Customer processes through Zipwire Service, including without limitation, voice, screen, and video recordings. 1.4. “Deliverables” means work product specified as a “deliverable” in an Order that Aspect provides or creates with Professional Services. Deliverables do not include third party products provided with Professional Services. 1.5. “Documentation” means Aspect’s user manuals and training materials provided to Customer electronically or physically as updated from time to time. 1.6. “Downtime” means that Zipwire Service is not available and no useful work can be performed. 1.7. “Effective Service Date” means, with respect to Services listed on an Order, the start date specified on that Order. 1.8. “Intellectual Property” means all intellectual property, including inventions, patents, copyrights, trademarks, service marks, trade names, trade secrets, know-how, moral rights, licenses, and any other intangible proprietary or property rights, whether registered, under statute or common law. 1.9. “Order” means a quotation or statement of work submitted physically or online that specifies the Zipwire Service, number of Users, Subscription Term, start date, Professional Services and Deliverables, if any, and the applicable fees. 1.10. “Ordered Users” means the number of Users specified in an Order. 1.11. “Professional Services” means professional consulting, installation, integration and configuration services. 1.12. “Subscription” means a non-exclusive, non-transferable, non-sub-licensable right to access and use Zipwire Service for Customer’s internal business operations for the maximum number of Users specified in the Order, subject to increases in the number of Users as described in Section 3.2. 1.13. “Subscription Term” means the Subscription period that begins on the Effective Service Date and continues for the term specified on the applicable Order, and any renewal term. 1.14. “Support Policies” has the meaning given in Section 3.5. 1.15. “Uptime” means the period Zipwire Service is available for use. Uptime does not include the proper functioning of scripts or other files installed by Customer, the proper functioning of Customer’s web servers, software, or services or third-party Internet connectivity between Aspect data centers and Customer’s network. 1.16. “User” means Customer’s employees, consultants, contractors or agents who are authorized to use the Zipwire Service concurrently with other Users and have been supplied user identifications and passwords by Customer (or by Aspect at Customer’s request). 1.17. “Zipwire Service” means online, Web-based access to the service specified in an Order provided by Aspect via

www.aspect.com/zipwire or other designated websites and any additional services specified in the Order. . 2. TRIAL SUBSCRIPTION 2.1 If Customer registers on www.aspect.com for a trial subscription to Zipwire Service, this Section 2 applies. Customer may only use Zipwire Service for internal evaluation purposes during the Trial Term, and by no more than the number of Users permitted by Aspect. Customer may convert the trial Subscription rights to full Subscription rights during the Trial Term by submitting an Order for a Subscription. If Customer does not convert, Zipwire Service will not be available after the end of the Trial Period. 2.2 Sections 3.2, 3.5, 3.6, 3.8, 4, 7, 8, 9, 10, 13.1, 14, and 15.2 of these Zipwire Subscription Service Terms do not apply to the Trial Period. 2.3 DISCLAIMER OF WARRANTY. ZIPWIRE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". ASPECT, ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, FOR SUBSCRIPTION SERVICE, ITS USE, SUFFICIENCY, OR ACCURACY, AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NON-INFRINGEMENT, OR WARRANTY THAT OPERATION OF THE ZIPWIRE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT CUSTOMER'S EQUIPMENT WILL OPERATE WITH THE ZIPWIRE SERVICE. ZIPWIRE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, TELEPHONIC AND ELECTRONIC COMMUNICATIONS. ASPECT IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE AS A RESULT. 2.4 LIMITATION OF LIABILITY. ASPECT, ITS AFFILIATES AND LICENSORS ARE NOT LIABLE FOR (i) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, (ii) INTERRUPTION OF BUSINESS OR OPERATIONS, COST OF COVER, GOODWILL, TOLL FRAUD, OR LOSS OF DATA, PROFITS OR REVENUE, (iii) FAILURE OF A REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR (iv) ANY OTHER DAMAGES WHATSOEVER. THE LIMITATIONS IN THIS SECTION WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT, MISREPRESENTATION, NEGLIGENCE, THE USE OR PERFORMANCE OF A PRODUCT OR SERVICE, OR OTHERWISE AND REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR UNFORSEEABLE.

2.5 The following provisions will survive any termination or expiration of the Trial Period: Sections 2.2 through 2.5, 6.2, 11, 12, 15.1, 15.3 through 15.5, and 17. 3.

ZIPWIRE SERVICE

3.1. Provision of Service. Aspect will make Zipwire Service available to Customer pursuant to this Agreement and any and all Orders. During the Subscription Term, the Zipwire Service will perform materially in accordance with the Documentation and Aspect will not materially decrease the functionality of Zipwire Service from that available as of the beginning of the Subscription Term. An Order is binding when submitted to Aspect and the purchase of Subscriptions is not contingent on the delivery of any future functionality or features or on any oral or written public comments made by Aspect with respect to future functionality or features. 3.2. Increase in Number of Users. Additional Users may access Zipwire Service at any time during the Subscription Term at the same pricing as that for pre-existing Ordered Users. Fees for additional Users shall be paid in accordance with Section 8. Depending on the number of additional Users, Customer shall be required to notify Aspect, as follows: (a) Additional Users up to a maximum additional number equal to 15% of Ordered Users may use Zipwire Service at any time. (b) Additional Users up to a maximum additional number equal to 100% of Ordered Users may use Zipwire Service on 30 days’ written notice to Aspect. (c) Additional Users, in any amount, may be submitted via an Order to Aspect at any time.

Data without notice for any breach, including, without limitation, Customer’s non-payment. Upon termination for cause, Customer’s right to access or use Customer Data immediately ceases, and Aspect has no obligation to maintain or forward any Customer Data. 3.7. Equipment and Connectivity. Aspect will provide minimum equipment specifications to Customer for Customer to connect to Zipwire Service and WFM Cloud Service, but makes no representation or warranty that Customer’s equipment will operate with Zipwire Service or WFM Cloud Service and has no responsibility or liability for the operation of the equipment or the voice and data connectivity. 3.8. Telephone Numbers. Aspect facilitates inbound toll free and direct dial numbers. Customer is entitled to one toll-free or direct dial number and may order additional numbers, request number transfers from other providers, and where available, assign a name to a telephone number for CNAM service by submitting an Order. 3.9. SMS Terms and Conditions. If Customer has ordered SMS Service, the additional terms and conditions specified in Exhibit A also apply. 4.

SERVICE AVAILABILITY

3.5. Support. Beginning on the Effective Service Date, provided Customer complies with its current standard Support Policies and Procedures for Cloud Services as revised from time to time (“Support Policies”).

4.1. Service Level Agreement (“SLA”). Uptime will be 24 hours a day, 7 days a week, excluding (a) planned maintenance periods, which occur on Saturdays from 1:00 AM USA Eastern time to 4:00 AM USA Eastern time(and during which Zipwire Service will be available on a best efforts basis, but no SLA Credit will be given for any unavailability), (b) any unavailability caused by circumstances beyond Aspect’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Aspect employees), computer telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Aspect’s possession or reasonable control, and network intrusions or denial of service attacks, (c) quality of service issues that cause minor or partial loss of functionality, intermittent problems or minor degradation of operations, such as audio noise or static on calls, intermittently slow network connectivity, or outbound calls occasionally failing to certain area codes due to PSTN congestion, or as otherwise outlined in the Support Policies, (d) Downtime caused by Customer’s use of Zipwire Service in violation of this Agreement, and (e) as otherwise defined in the Support Policies. This SLA does not apply to WFM Cloud Service.

3.6. Data Storage. Zipwire Service may include storage of voice recordings processed through Zipwire Service and other data relating to Zipwire Service and Customer’s use thereof as described in the Documentation. Aspect will destroy the recordings at the end of the storage period specified on the Order, when the maximum storage is reached, or upon termination of this Agreement for any reason, whichever is earlier. Aspect may withhold, remove, and/or discard Customer

4.2. Downtime, SLA Credit. Aspect will refund 1% of Customer’s monthly Subscription fee for the month during which Downtime occurred for every whole minute of Downtime up to a maximum of 100% of the monthly Subscription fee only as a credit against future invoices (“SLA Credit”). Customer is not eligible to accrue SLA Credit for Downtime that occurs while Customer owes Aspect any past due amounts, nor can SLA Credit be applied to invoices issued prior to the date Downtime

3.3. License. If Zipwire Service requires Client Software or an Order specifies Deliverables, Aspect grants to Customer a revocable limited license to use the Client Software and such Deliverables, in object code form, for the Subscription Term, according to its Subscription, the Documentation and this Agreement’s restrictions. Client Software for the softphone is also subject to the terms located at the following website: http://www.aspect.com/third-party-client-software-license-terms 3.4. License Restrictions. Customer will not take any of the actions specified in Section 5.3 with respect to Client Software or Deliverables, and such prohibitions constitute part of the license terms.

occurred. Downtime begins when Customer opens a trouble ticket according to the Support Policies in effect and ends when Zipwire Service is again available. Customer must submit a request for an SLA Credit by opening a ticket in Aspect’s Customer Care case management system. 4.3. Multiple SLA Credits. If Customer is entitled to an SLA Credit in any 3 consecutive months during the Subscription Term, Customer may terminate this Agreement without penalty by giving Aspect at least 30 days’ written notice of termination, such notice to be given no later than 30 days after the date the SLA Credit for the third consecutive month was incurred, based on Aspect’s record. 4.4. EXCEPT AS PROVIDED IN SECTION 4.3, SLA CREDIT IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND ASPECT’S SOLE LIABILITY FOR FAILURE OR DEFECT OF ZIPWIRE SERVICE OR ANY OTHER CLAIM RELATED TO ZIPWIRE SERVICE. 5.

CUSTOMER RESPONSIBILITIES

5.1 Customer Use. Customer is responsible for all activity occurring under Customer’s User accounts and for the manner in which it, its Users use Zipwire Service, including the policies and procedures it establishes to protect the security of its data, computer network and other facilities, its choice of equipment, software and online content. In addition, Customer will: (a) use Zipwire Service according to the Documentation; (b) use commercially reasonable efforts to prevent unauthorized access to or use Zipwire Service; (c) notify Aspect immediately by telephone and confirm by fax or email of any unauthorized access or use or any other known or suspected breach of security, including without limitation misappropriation or security breach of Zipwire Service login credentials, and use commercially reasonable efforts to immediately stop any unauthorized access, use, other security breach or violation of law known or suspected by Customer; (d) be responsible for custody and use of Zipwire Service login credentials; and (e) abide by the Acceptable Use Policy for Aspect Subscription Services available at hhttp://www.aspect.com/acceptable-usepolicy. 5.2 Other Customer Responsibilities. Customer will (a) select, purchase and configure computer hardware, software, communication equipment and related services at Customer premises, including Internet service, voice and data service with sufficient quality and bandwidth to allow trouble free browsing, data upload, download and high quality voice transmission; (b) maintain its equipment to ensure connectivity to Zipwire Service; (c) resolve network issues and procure any required equipment modifications and upgrades necessary to support Zipwire Service during the Subscription Term; (d) be responsible for all facilities, network, equipment and software on the internal side of the point at which the public telephone network ends and connects to Customer’s network; and (e) back up Customer Data that Customer intends to store longer than the Zipwire Service storage period.

5.3 Prohibitions. Customer will not and will not permit others to: (a) license, sublicense, sell, resell, rent or lease Documentation, Client Software, or Deliverables, or use Zipwire Service, Client Software, or Deliverables for hosting as an application service provider; (b) permit any third party to access or use Zipwire Service, Documentation, Client Software, or Deliverables, except for Customer’s affiliates and contractors using Zipwire Service, Documentation, Client Software, or Deliverables for Customer’s internal business operations, provided Customer (i) ensures its affiliates and contractors comply with the terms of this Agreement and (ii) is liable for their acts and omissions; (c) transfer or use Client Software or Deliverables to or in a country other than that to which Aspect shipped or otherwise provided; (d) alter Client Software’s or Deliverables’ copyright or other intellectual property rights notices; (e) copy, frame or mirror any part or content of Zipwire Service, other than copying or framing Customer’s own intranets or for Customer’s own internal business purposes; iii. reverse engineer Zipwire Service or Client Software; (f) access Zipwire Service or Client Software in order to build a competitive product or service, or copy any features, functions or graphics of Zipwire Service or Client Software (g) infringe Aspect’s or its licensors’ Intellectual Property; (h) use Zipwire Service to send spam or otherwise duplicative or unsolicited messages or store or transmit infringing, libelous, or otherwise unlawful or tortious material or transmit material in violation of third-party privacy rights; or (i) use Zipwire Service to store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs, interfere with or disrupt the integrity or performance of Zipwire Service or third-party data contained therein, or attempt to gain unauthorized access to Zipwire Service or their related systems or networks. 6.

6.1. License. Customer grants Aspect a non-exclusive license to use, copy, store, transmit and display Customer Data as necessary to provide and maintain Zipwire Service, including improving, modifying, monitoring and upgrading Zipwire Service; as required by law; and to make disclosures to Aspect's licensors as required for royalty reporting. Customer represents and warrants that Customer Data will not violate any third party's rights or any law. 6.2. PCI. If Customer orders PCI environment, Aspect will provide, beginning on the Effective Service Date, a segregated environment that is compliant with Payment Card Industry Data Security Standards (PCI) Level 1. Customer agrees to comply, at all times during with Subscription Term, with the Acceptable Use Policy for Aspect Subscription Services provisions relating to PCI. If Customer is at any time in violation of the Acceptable Use Policy, Aspect will notify Customer in writing and Customer will have 72 hours to remediate the issue. If remediation is not complete in that time, Aspect may stop providing PCI compliance and remove Customer from the PCI environment. Aspect will make reasonable attempts not to disrupt Zipwire Service. 7.

CUSTOMER DATA

PROFESSIONAL SERVICES

7.1. Orders. Customer may order Professional Services in connection with Zipwire Service as offered by Aspect by submitting a signed Order to Aspect. This Agreement governs all Orders for Professional Services until Professional Services are terminated or completed. Professional Services may be provided by Aspect or its subcontractor. 7.2. Professional Services Limited Warranty. Aspect warrants that Professional Services will be performed in a good and workmanlike manner in accordance with industry standards. Customer must provide a written warranty claim to Aspect within 30 days after the date Aspect performs Professional Services. Aspect, at its option, will re-perform Professional Services that do not comply with the warranty at no additional charge, or if not practical and solely at Aspect’s option, refund the part of the Professional Services fee, if paid, for the Professional Services that do not comply with the warranty. THIS SECTION 7.2 DESCRIBES ASPECT’S SOLE LIABILITY AND CUSTOMER’S SOLE REMEDY FOR A PROFESSIONAL SERVICES WARRANTY CLAIM. ASPECT, ITS AFFILIATES AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATION, AND GUARANTEES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, FOR PROFESSIONAL SERVICES OR DELIVERABLES, THEIR USE, SUFFICIENCY, OR ACCURACY, INCLUDING (i) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) NON-INFRINGEMENT; AND (iii) THAT PROFESSIONAL SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR FREE. 7.3. Disclaimer. The warranty provided in Section 7.2 does not cover problems caused by (a) abuse, misuse, alteration, neglect, accident, unauthorized repair or installation, or acts or omissions of any party other than Aspect; or (b) Customer’s hardware, software, networks, or systems. 7.4. Personnel. Aspect will determine its personnel to perform Professional Services. If Customer is dissatisfied with Professional Services, the parties will in good faith determine a resolution. If the resolution involves reassigning personnel, Aspect will do so as soon as practical and commercially reasonable, according to local law. Customer agrees that reassignment may delay Professional Services or allow Aspect to terminate Professional Services and related Orders. 8.

EDUCATION SERVICES

8.1 Education Services are available for Customer purchase under Aspect’s current standard policies and procedures. All course materials are the property of Aspect or its licensors. 9.

FEES AND PAYMENT

9.1. Fees. Customer will pay a setup fee and Subscription fees in the amounts specified on the Order. Subscription fees are based on the Zipwire Service functionality and number of Users specified in the Order. Customer will pay for Users added in a month for the full month and the remaining months of the Subscription Term. Subscription fees are nonrefundable and Customer’s payment obligation is not cancelable. Customer will

pay variable fees based on usage for IVR and voice and fees for any additional features or services made available as part of Zipwire Service and specified in an Order. A call of 30 seconds or less is charged the same as a call of 30 seconds. After the first 30 seconds, calls are charged in 6 second increments. Customer will pay Professional Services fees and related expenses as specified in the Order. Customer will pay fees for Education Services with its Order. Unless otherwise stated in the Order, all fees are quoted and payable in U.S. dollars. 9.2. Price Increases. Aspect will notify Customer of any price increase for Zipwire Service for subsequent Subscription Terms no later than 60 days before the end of a Subscription Term and the increase will be effective at the beginning of the next Subscription Term. Aspect will give month-to-month customers notice of a price increase 60 days before its effective date. 9.3. Invoicing and Payment. The setup fee is billed in advance and payable on receipt. Unless specified on an Order, Subscription fees are billed annually in advance, and variable usage fees and other fees incurred in any prior month (including Subscription fees for Users additional to the number of Users specified in the Order) that have not been invoiced are billed monthly in arrears. Professional Services fees are billed as services are performed. Invoices are payable 30 days from invoice date if not otherwise specified. Customer shall maintain complete and accurate billing and contact information with Aspect. 9.4. Taxes. Fees do not include taxes. Customer will pay all sales, use and other taxes imposed upon the purchase, sale, license or use of Zipwire Service, except taxes on Aspect's net income. Fees payable by Customer will not be reduced by any tax withholding. Customer will pay invoice fees grossed up for withholding, or Customer will provide a tax exemption certificate or tax payment receipt prior to Aspect's delivery of Zipwire Service. 9.5. Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Aspect’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. 9.6. Suspension of Service. If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Aspect reserves the right to suspend Zipwire Service provided to Customer, without liability to Customer, until such amounts are paid in full, provided Aspect has given Customer 10 or more days’ written notice that its account is overdue. 10. WARRANTIES AND DISCLAIMERS 10.1. Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. Aspect represents

and warrants that it owns or otherwise has sufficient rights to the Zipwire Service and the Aspect Technology to grant the rights and licenses granted in this Agreement. 10.2. General Disclaimer. EXCEPT AS PROVIDED IN SECTION 4, ZIPWIRE SERVICE AVAILABILITY, ZIPWIRE SERVICE, CLIENT SOFTWARE, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE". ASPECT, ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, FOR SUBSCRIPTION SERVICE, ITS USE, SUFFICIENCY, OR ACCURACY, AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NON-INFRINGEMENT, OR WARRANTY THAT OPERATION OF THE ZIPWIRE SERVICE, CLIENT SOFTWARE, OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT CUSTOMER'S EQUIPMENT WILL OPERATE WITH THE ZIPWIRE SERVICE. ZIPWIRE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, TELEPHONIC AND ELECTRONIC COMMUNICATIONS. ASPECT IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE AS A RESULT. 10.3. Critical Uses. Customer acknowledges and agrees that the Zipwire Service is not designed, intended, authorized or warranted to be suitable for use for or hosting of lifesupporting uses or applications or other critical uses or applications where the failure or potential failure of Zipwire Service may cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control, hospital life-support systems, and delays in getting medical care or other emergency services (e.g., calls to 911). Customer acknowledges and agrees that use of Zipwire Service to support such uses or applications is solely at Customer’s risk and that Aspect will have no liability arising out of any such use. Customer is not entitled to terminate Zipwire Service or to any refund if Customer violates this Section 10.3. 11. PROPRIETARY RIGHTS 11.1. Intellectual Property Ownership; Suggestions. Aspect, its affiliates or licensors own and retain all right, title and interest to and in (a) all Intellectual Property in Zipwire Service, Client Software, Deliverables, and Documentation, (b) all other Aspect information, proprietary materials, software, products and all derivative works, and (c) any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or any other party relating to Zipwire Service (collectively, “Aspect Technology”). This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to Zipwire Service, Client Software, Documentation, Deliverables, or any other Aspect Intellectual Property. Aspect’s name and logo and the product names associated with Zipwire Service are trademarks of Aspect, and no right or license is granted to use them. Customer retains all right, title and interest in and to its name and logo and all other

Intellectual Property in any pre-existing Customer information, proprietary materials, and products. Each party reserves the right to enforce its rights and remedies to protect its Intellectual Property. Customer grants to Aspect a royalty-free, worldwide, perpetual license to use or incorporate into Zipwire Service any suggestions, ideas, enhancements, feedback, recommendations or other information provided by Customer relating to Zipwire Service. 12. CONFIDENTIALITY 12.1. Definition of Confidential Information. As used herein, “Confidential Information” means any material, data, or information, in any form or media, whether disclosed orally or in writing or marked as confidential, which is proprietary or confidential to a party and by its nature or treatment by its owner, should reasonably be considered to be confidential. Confidential Information includes: this Agreement, Orders, Zipwire Service, Client Software, Documentation, Aspect Technology, Customer Data, either party’s non-public data or personally identifiable information regarding employees or customers residing on the party’s computer systems and all intellectual property, including inventions, patents, copyrights, trademarks, service marks, trade names, trade secrets, knowhow, moral rights, licenses, and any other intangible proprietary or property rights, whether registered, under statute or common law, provided Confidential Information does not include information that is (a) publicly available without breach of this Agreement; (b) reasonably shown to disclosing party’s satisfaction to have been known by receiving party prior to disclosure or independently developed by receiving party subsequent to disclosure without breach of these terms; or (c) obtained by receiving party from a third party without confidentiality obligation. Client Software is not deemed to be placed in the public domain by Aspect. Receiving party will promptly notify disclosing party if it is compelled by a court to disclose Confidential Information and will take any reasonable action requested to maintain the confidentiality of the Confidential Information. 12.2. Protection; Non-disclosure. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. Receiving party will use disclosing party's Confidential Information solely to perform its obligations under this Agreement. Receiving party must not disclose disclosing party's Confidential Information except to its employees, affiliates and contractors bound by written confidentiality obligations no less restrictive than these terms. Receiving party must promptly notify disclosing party in writing of unauthorized use or disclosure of Confidential Information. Receiving party, at its expense, must take all reasonable action to recover Confidential Information and prevent further unauthorized use or disclosure, including action for seizure and injunctive relief. If receiving party fails to do so in a timely manner, disclosing party may take any reasonable steps at receiving party's expense, and receiving party must reasonably

cooperate. Customer will use best efforts to prevent disclosure to Aspect of any personally identifiable information regarding Customer’s employees or customers. 12.3. Compelled Disclosure. If receiving party is compelled by law to disclose Confidential Information of disclosing party, it will provide disclosing party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing party’s cost, if disclosing party wishes to contest the disclosure. 13. MUTUAL INDEMNIFICATION 13.1. Indemnification by Aspect. 13.1.1. Aspect will defend, at its expense, a third party legal action, suit or proceeding against Customer (“Claim”) to the extent that Zipwire Service or Client Software, as provided by Aspect to Customer, directly infringes a valid patent or copyright in the country from which Zipwire Service is provided to Customer. Aspect will indemnify Customer for any judgment finally awarded against Customer or settlement agreed by Aspect for such Claim to the extent of Zipwire Service’s or Client Software’s infringement, provided (a) Customer notifies Aspect promptly in writing of the Claim, (b) Aspect has sole control over the defense or settlement, and (c) Customer fully cooperates with Aspect, providing all documents and information in Customer’s possession relevant to the Claim and making personnel available to testify or consult with Aspect. 13.1.2. If Zipwire Service or Client Software becomes, or in Aspect’s opinion is likely to become subject to a Claim, Aspect may, at its option and expense, (a) acquire the right for Customer to continue using Zipwire Service or Client Software, (b) replace or modify Zipwire Service or Client Software or create a workaround so that Zipwire Service or Client Software is functionally equivalent and non-infringing, or (c) terminate the Subscription for Zipwire Service with no further Subscription fees required for the remainder of the then current Subscription Term. 13.1.3. Aspect is not obligated or liable for a Claim due to (a) use of Zipwire Service or Client Software not according to the Agreement and Documentation, (b) modification of the Zipwire Service or Client Software made by anyone other than Aspect, or modification made by Aspect for non-standard features or functionality for Customer or according to Customer’s directions, (c) any products, equipment, software, or data not supplied by Aspect or use of the Zipwire Service or Client Software combined with any other products, equipment, software, or data not supplied by Aspect if infringement would not occur without the combination, (d) a release of Zipwire Service or Client Software other than the most current release available or Customer’s failure to install a revision, update or release that would have eliminated the infringement, (e) Customer’s designs, instructions, plans or specifications, or (f) use of Zipwire Service or Client Software combined with a Customer or third party use, process or method if infringement would not occur without the combination.

13.2. Indemnification by Customer 13.2.1. Customer will defend and indemnify Aspect, its licensors and affiliates, and each of their respective employees, officers, directors, and representatives, against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) Customer’s use, and use by Customer’s Users of Zipwire Service or Client Software other than in accordance with the Documentation and this Agreement, or telephone numbers provided by Aspect; (b) breach of this Agreement or violation of applicable laws; (c) Customer Data, including any claim alleging a privacy violation, infringement or misappropriation of third party rights; or (d) a dispute between Customer and its customers (“Claim”). If Aspect or any of its affiliates or licensors is obligated to respond to a third party subpoena or other compulsory legal order or process described above, Customer will also reimburse the responding party for reasonable attorneys’ fees, as well as employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at Aspect’s then-current hourly rates. 13.2.2. Aspect will notify Customer promptly of any claim once Aspect has actual knowledge of same, but a failure to promptly notify will only affect Customer’s obligations under Section 13.2 to the extent that the failure prejudices Customer’s ability to defend the claim. Customer may: (a) use counsel of its own choosing to defend against any claim; and (b) settle the claim as it deems appropriate, provided Customer obtains Aspect’s prior written consent before entering into any settlement. 13.3 Assumption of Defense. If a party fails to defend or settle a Claim according to this Section 13 in a timely manner, the other party may assume defense of the Claim at the indemnifying party’s expense, and the indemnifying party will reasonably cooperate. Neither party may make an admission of fault on behalf of the other party without written consent. 14. LIMITATION OF LIABILITY 14.1. EXCEPT FOR A CLAIM FOR INFRINGEMENT UNDER SECTION 13 OR INJUNCTIVE RELIEF UNDER SECTION 16, DEATH OR BODILY INJURY CLAIMS, TANGIBLE PROPERTY DAMAGE, WILLFUL MISCONDUCT, FRAUD, OR CUSTOMER’S FAILURE TO COMPLY WITH THE LICENSE OR PAYMENT TERMS, THE AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, OR LICENSORS ARISING OUT OF OR RELATED OT THIS AGREEMENT, WILL NOT EXCEED THE AMOUNT CUSTOMER PAID FOR SUBSCRIPTION SERVICE IN THE 12 MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. 14.2. NEITHER PARTY, ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR (i) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, (ii) INTERRUPTION OF BUSINESS OR OPERATIONS, COST OF COVER, GOODWILL, TOLL FRAUD, OR LOSS OF DATA, PROFITS OR REVENUE, OR

(iii) FAILURE OF A REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE. 14.3. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY TO ANY DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, MISREPRESENTATION, NEGLIGENCE, THE USE OR PERFORMANCE OF A PRODUCT OR SERVICE, OR OTHERWISE AND REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR UNFORSEEABLE. NEITHER PRATY WILL BE LIABLE FOR ANY CLAIM BROUGHT BY THE OTHER PARTY MORE THAN 12 MONTHS AFTER THE OTHER PARTY BECAME AWARE OF THE ISSUE GIVING RISE TO THE CLAIM. EITHER PARTY’S FAILURE TO EXERCISE A RIGHT OR REMEDY IS NOT A WAIVER. 15. TERM AND TERMINATION 15.1. Term of Agreement. This Agreement commences on the Effective Date and continues until all Subscription Terms have expired or been terminated. 15.2. Subscription Term. Zipwire Service is available beginning on the Effective Service Date for the Subscription Term specified in the Order, and the Subscription Term will renew automatically for subsequent Subscription Terms equal to the original Subscription Term and Users unless either party provides written notice of termination (a) at least 60 days prior to the end of the current Subscription Term or (b) for a month-to month Subscription Term, at any time. Such termination will be effective at the end of the then current Subscription Term. 15.3. Termination for Cause. Either party may terminate this Agreement, and Aspect may suspend or terminate Zipwire Service, for a material breach of this Agreement that remains uncured more than 30 days after written notice, including without limitation (a) failure of Zipwire Service to be fully operational as described in the Documentation within 180 days of the Effective Date (unless such failure is caused by Customer or other factors outside of Aspect’s reasonable control). 15.4. Termination by Aspect. Aspect may terminate this Agreement, a Subscription and/or or license, or terminate Zipwire Service (a) immediately upon written notice if Customer infringes Aspect’s or its licensors Intellectual Property or fails to comply with any Subscription or license terms, or if Aspect is required to do so by law, and (b) if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 15.5. Effect of Termination. Upon termination (a) Customer's Subscription will immediately cease and its license to use Client Software and Deliverables will immediately terminate, (b) Customer will cease using Zipwire Service, return or destroy any Aspect Confidential Information, Client Software, Deliverables and Documentation as Aspect directs, and upon Aspect’s request provide written certification of such destruction, and (c) Customer will immediately pay Aspect all Subscription fees due for the remainder of the Subscription Term and other fees

accrued as of the termination date. Except for termination of Zipwire Service due to an uncured breach of this Agreement by Customer, and if Customer has paid all amounts owed to Aspect, if Customer requests transfer of Aspect provided telephone numbers to Customer or a third party designated by Customer, Aspect will assist such transfer upon payment of a $240 processing fee per group of ten numbers or less. 15.6 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 10, 11, 12, 14, 15, 16 and 17. 16. INJUNCTIVE RELIEF 16.1. Injunctive Relief. If Customer fails to comply with the license terms or either party discloses or uses or threatens to disclose or use Confidential Information of the other party in violation of the confidentiality terms, the other party will have the right, in additional to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. 17. GENERAL PROVISIONS 17.1. Agreement. The Zipwire Service Terms of Use, Privacy Policy, Acceptable Use Policy, this Agreement, Exhibits and Orders constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, oral or written, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. In the event of any conflict between the provisions in this Zipwire Subscription Services Agreement and any Order executed hereunder, the term of such Order shall prevail to the extent of any inconsistency. Notwithstanding any language to the contrary therein, no terms of conditions stated in a Customer purchase order, regardless of Aspect accepting the purchase order for payment purposes, or in any other Customer order documentation (excluding Customer Orders) shall be incorporated into or form any part of this Agreement and all such terms or conditions shall be null and void. If any term is illegal, invalid, or unenforceable, the other terms remain in full force and effect. 17.2. Assignment. Aspect may assign this Agreement in whole or in part at any time without notice. Customer may not assign this Agreement, in whole or in part, or transfer any obligation, right or remedy. 17.3. Force Majeure. Aspect’s performance failure due to a cause beyond its reasonable control and without its fault or negligence is not a breach of this Agreement. 17.4. Governing Law. The laws of the Commonwealth of Massachusetts, U.S.A., govern the Agreement, excluding conflict of law principles. Each party waives the right to jury trial for any legal action, in law or equity. The United Nations Convention on Contracts for the International Sale of Goods and

the Uniform Computer Information Transaction Act, as adopted by any state, do not apply. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or Zipwire Service are subject to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Massachusetts, U.S.A. 17.5. Compliance with Laws; Export. Customer must comply with all applicable local, state, U.S., foreign, and international laws and regulations in using Zipwire Service, including without limitation those related to data privacy, telecommunications, transmission of technical or personal data, and spam; the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, other anticorruption laws, U.S. Export Administration and Treasury Department's Office of Foreign Assets Control regulations; and other anti-boycott and import regulations. Customer agrees: (i) that the export, re-export, transfer, re-transfer, sale, supply, access to, or use of Zipwire Service or Client Software to or in a country other than the country to which Zipwire Services is provided or to, by, or for a different end user or end use may require a U.S. or other government license or other authorization; and (ii) not to, directly or indirectly, export, reexport, transfer, re-transfer, sell, supply, or allow access to or use of Zipwire Service or Client Software to, in, by, or for sanctioned, embargoed, or prohibited countries, persons, or end uses under U.S. or other applicable law (“Prohibited Uses“). Customer is responsible for screening for Prohibited Uses and obtaining any required licenses, governmental approvals, and other authorizations and shall indemnify Aspect for any violation by Customer of any applicable export controls or approvals and/or telecommunications or economic sanctions laws and regulations. Aspect may terminate this Agreement immediately if Aspect determines, in its sole discretion, that Customer has breached, intends to breach, or insists upon breaching any of the provisions in this Section 17.5 17.6. No Agency. Each party is an independent contractor and may not commit the other party in any way without written authorization. This Agreement does not create an employment, joint venture, partner, or agency relationship. 17.7. Notice. Notice or approval must be in writing signed by a party’s authorized representative and sent to the address provided on the Order or otherwise specified in writing by a party for notice. Notice must be sent by mail or overnight courier, with return receipt, and is effective 1 business day after being sent by overnight courier or 3 business days after being sent by mail. 17.8. Publicity. Customer agrees that Aspect may use Customer’s name to indicate that Customer has purchased Zipwire Service and is an Aspect customer All Aspect material that uses Customer’s logo, trademark, service mark, or trade name (except for a mention of Customer in a general press release or client list) is subject to the prior approval of Customer, which will not be unreasonably withheld or delayed. 17.9. No Waiver. Aspect’s failure to exercise a right or remedy is not a waiver.

17.10. Third Party Beneficiaries. This Agreement is for the benefit of Customer, Aspect and Aspect’s successors and assigns. It is not for the benefit of any other person or entity.

ZIPWIRE SERVICE EXHIBIT A - SMS Service Terms for US and Canada 1.

DEFINITIONS

1.1. “A2P” means an application to person messaging application in which a software system sends a message to a person. 1.2. “Aspect Control” means Aspect’s direct control of certain areas of functionality and technology used in the provision of SMS Service. 1.3. “Carriers” mean third party providers of wireless telephone service. 1.4. “Common Short Code” means a code with six or fewer digits administered by a national authority intended for supporting A2P messaging. 1.5. “Long Code” means a US or Canadian 10-digit phone number that is dialed directly by a caller and terminates on the Zipwire Service data center and that is available for sending and receiving SMS messages as a standard phone number. 1.6. “P2P” means an interaction in which a person sends a message to person. 1.7. “Scheduled Maintenance” occurs to the extent reasonably practicable on Saturdays from 1:00 AM USA Eastern time to 4:00 AM USA Eastern time. 1.8. “SMS” means short message service. 1.9. “SMS AUP” means Aspect’s SMS Service Acceptable Use Policy included in the Zipwire Service Acceptable Use Policy and published at http://zipwire.aspect.com/acceptable-usepolicy/ as revised from time to time. 1.10. “SMS Service” means the hosted network service that supports the use of SMS for two-way delivery of mobile originated and mobile terminated messages via supported Carriers between Aspect and mobile devices. 1.11. “Third Party Factors” means the facilities, networks, connectivity, or any acts and/or omissions of Carriers, governmental entities and/or any other third parties.

accordance with these SMS Service Terms, which supersede any conflicting Zipwire Subscription Service Terms with respect to SMS Service. 3.

3.1. Use of Service. Customers must: (a) Maintain the security of and prevent unauthorized access to the SMS Service; (b) Use the SMS Service with US Long Codes only for P2P messaging; (c) Limit the message rate associated with US Long Codes to no more than 10 messages per minute; (d) Limit the message rate associated with Common Short Codes unless otherwise agreed by Aspect in writing and for which additional monthly fees may apply and at higher message rates; (e) Complete all necessary forms to apply for a Common Short Code and provide support as requested by Carriers to successfully process the application and provision and test with Carriers; (f) Give all End Users and any third parties to whom messages may be transmitted using the SMS Service the right to opt-in and opt-out of SMS with the following words: STOP, END, CANCEL, UNSUBSCRIBE, QUIT, STOP ALL, START and START ALL; and (g) Cooperate with Aspect, third-party service providers and governmental authorities in investigations of any alleged or perceived violation of any law, rule, regulation, or the SMS AUP. 4.

SMS SERVICE

2.1. Provision of Service. Aspect will provide SMS Service for Long Codes and Common Short Codes that Customer purchases with Zipwire Service for the Subscription Term in

FEES

4.1. Fees. Customer will pay any fees associated with the SMS Services in the amount specified on the Order. Except as otherwise provided, all fees are quoted and payable in United States dollars. 4.2. Price Changes. Aspect may change prices for the SMS Service if price changes are imposed by Carriers or third parties. Aspect will announce price changes for messages sent or received within the US and Canada to Customer at least 30 days prior to the effective date and for messages sent or received outside the US and Canada at least 5 days prior to the effective date. If such a change represents an increase in any of the prices previously in effect for SMS Service ordered by Customer, Customer may notify Aspect in writing within 5 days of the price change announcement of its desire to terminate SMS Service as of the effective date of such price change. 5.

1.12. “User Information” means domain names, names, addresses, passwords, telephone and device numbers, the content of messages, data files and other data and information provided in connection with SMS Service. User Information is Customer Data.

CUSTOMER RESPONSIBILITIES

CUSTOMER DATA

5.1. Customer Data. Customer acknowledges that in connection with Customer’s use of SMS Service, Aspect may receive Customer Data. Aspect exercises no control over any Customer Data. Aspect’s responsibilities are limited to storing Customer Data and transmitting Customer Data to and from Customers, and other third parties identified by Customers. Aspect has no obligation and undertakes no responsibility to review Customer Data to determine whether any Customer Data may violate any applicable law or regulation or create liability to, or on the part of, any third party. Customer is solely responsible for the content of all Customer Data and transmissions thereof

and use of SMS Service. Without prejudice to the foregoing, Aspect may monitor Customer’s use of the SMS Service to verify compliance with the terms and conditions of these SMS Service Terms and the Agreement, however, Aspect has no obligation to monitor, filter, or edit any SMS message content. 5.2. Aspect will not use or disclose Customer Data except: (a) as required by law, regulation or third parties involved in providing the SMS Service, (b) to provide and/or invoice Customer for SMS Service, or (c) to protect Aspect, its facilities, network, service, customers or third parties.

written notice if (a) such action is necessary in Aspect’s reasonable judgment to comply with applicable laws or regulations or requirements of Carriers, short code providers/licensors, mobile industry associations or other third parties; (b) a law, regulation or regulatory action prohibits, impairs or makes impractical the provision of SMS Service in Aspect’s reasonable judgment; (c) Customer’s ID or passwords are improperly used or disclosed; or (d) Customer ceases to do business as a going concern or becomes subject to proceedings of bankruptcy, receivership, insolvency, liquidation or makes an assignment for the benefit of creditors.

5.3. Customer acknowledges that (a) users of the SMS Service are also the customers of Carriers whose services are used by Aspect to transmit messages over the Carrier networks and (b) Carriers assert that information of or about Carriers’ customers derived solely by such customers’ use of the Carriers’ networks is confidential information of the Carriers.

SPAM AND FRAUD

6.1. General. If Aspect is notified by a third party or peering partner that spam or fraud messages are being sent through SMS Service, Aspect will notify Customer and Customer (a) must correct the issue and (b) will reimburse Aspect for any usage and service fees incurred by Aspect as a result of the sending of such spam or fraud messages. 6.2. Long Codes. A message may originate from a mobile phone, a computer or an internet-based service, but the message must have been initiated by a person rather than by an automated or timed message. Each message is viewed as a single instance (e.g., a message is transmitted from a natural person to Zipwire Service and a subsequent message is transmitted from Zipwire Service to a natural person). Although the round-trip appears as though the message originated from a natural person back to the same natural person, each message is a single instance. If at any time Aspect detects or suspects Customer is using SMS Service with Long Codes for sending messages as a means of advertising or other promotional activities (deemed to be spam) or fraud, Aspect will notify and work with Customer to ensure only P2P messages are being sent. If Customer violates the requirement that all messages must be P2P, Aspect may block the outgoing message transmission or receiving Carriers may block the message or place Customer on its black-list. Aspect does not guarantee removal from blacklisted status, and Aspect is not liable for any damages resulting from any such blacklisted status or blocked traffic. Any traffic deemed to jeopardize the integrity of Aspect’s network may be blocked by Aspect at any time. 7.

SUSPENSION OF SERVICE

7.1. Aspect may, modify, suspend, terminate, limit, restrict, and place conditions on Customer’s SMS Service Subscription on

THIRD PARTY FEES

8.1. Customer must pay all Carrier and other third party service termination, penalty, traffic related surcharge, and other fees incurred by Aspect on Customer's behalf for delivery of Customer's messaging traffic. Aspect will forward to Customer any third party invoice for any such fees. LIMITATION ON LIABILITY; DISCLAIMERS

9.1. Customer acknowledges that Aspect’s provision of SMS Service is dependent on, and may be affected by, Third Party Factors and that Third Party Factors are outside Aspect Control. ASPECT WILL HAVE NO LIABILITY FOR ANY REDUCTION, INTERRUPTION, TERMINATION OR SUSPENSION OF THE SMS SERVICE RELATED TO ANY ISSUES DEEMED BY ASPECT TO BE OUTSIDE ASPECT CONTROL. NEITHER ASPECT, ITS SUPPLIERS, LICENSORS, NOR ANY CARRIER (a) WILL BE LIABLE TO CUSTOMER OR ANY END USER FOR ANY MESSAGES DELETED OR NOT DELIVERED, REGARDLESS OF THE REASON FOR DELETION OR NON-DELIVERY INCLUDING, WITHOUT LIMITATION, MESSAGE PROCESSING OR TRANSMISSION ERRORS, OR (b) MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE SMS SERVICE OR THAT THE SMS SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS OR THAT THIRD PARTY FACTORS WILL NOT INFRINGE THIRD PARTY RIGHTS. THE SMS SERVICE IS PROVIDED “AS IS” AND “WITH ALL FAULTS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASPECT EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES WITH RESPECT TO SMS SERVICE. 10. CUSTOMER EQUIPMENT AND SOFTWARE 10.1. Customer is solely responsible for the installation, operation, maintenance and compatibility of any equipment and software not provided by Aspect. If SMS Service is impaired by any such Customer equipment, there will be no reduction in the fees payable under these SMS Service Terms.