Zuper Connect Terms of Use and Service

Under the separate Zuper Terms of Service (https://info.zuper.co/en/standard-terms) (the “Zuper Platform Terms”), we provided to you a Field Service Management Software solution designed to help companies streamline their scheduling, dispatching and time tracking operations that enables organizations to digitize, automate and optimize field operations while offering an on-demand customer experience and related support services (collectively, the “Zuper Platform Services”). The Zuper Platform Terms are incorporated herein by reference and by accepting this Agreement you are also accepting the Zuper Platform Terms.

2. Short Message Services (“SMS”) and Multimedia Messaging Services (“MMS”) (together “Texting Services”) and Voice Communications 

Certain Services facilitate the transmission and/or receipt of SMS, MMS, and voice communications (collectively, “Communication Services”). Customer acknowledges and agrees that Communication Services are provided by way of interfaces with services provided by Plivo Inc. or any of its affiliates (“Plivo”). Customer acknowledges and agrees that Customer’s use of Communication Services is, in addition to being subject to this Agreement, subject to certain terms and conditions imposed by Plivo relating to its provision of Communication Services and related functionalities, including, without limitation, those set forth at: https://www.plivo.com/legal/tos/.  
Customer agrees to (i) comply with the Plivo Terms and any applicable law or regulation relating to the Communication Services including but not limited to telephone recording and wiretapping laws and laws and regulations related to telemarketing, robocalling, call spoofing, and spam, such as the Telephone Consumer Protection Act, Do Not Call Implementation Act, the Telemarketing Sales Rule, and CAN-SPAM Act and associated regulations, (ii) attain any necessary prior consent from any individuals or businesses with whom Customer communicates via the Communication Services, (iii) provide Zuper with a validated street address as the registered place of use for each telephone number associated with the Communications Service, including any additional information such as suite, office number, building number or similar information necessary to adequately identify the location of the user (“Registered Location”), and to notify Zuper in writing at least one week prior to changing such Registered Location, and (iv) indemnify, defend, and hold Zuper and its Affiliates harmless from and against any costs related to third-party claims or regulatory actions arising from any of the foregoing or from any person’s use or attempted use of the Communications Services in accordance with the terms of Section 15 of the Zuper Terms of Service.  

Customer further agrees that notwithstanding any other provision of the Terms of Service or these Supplemental Terms, Zuper and its Affiliates have no liability for any (1) service unavailability or failure of the Communications Services or the efficacy of emergency communications except to provide a credit for any payments made by Customer for a period in which the Communications Services were not available solely due to the fault of Zuper or its suppliers, or (2) for any damage, liabilities, losses, or any other consequences caused by Customer’s failure to maintain correct Registered Location information or to inform all potential users of the limitations of the Communications Services. 

Customer agrees to cooperate with Zuper and with requests Plivo makes of Zuper to the extent reasonably necessary to ensure that the Communication Services are being deployed in accordance with applicable law and regulations. If Plivo reports to Zuper that Customer is allegedly violating the Plivo Terms, Zuper will provide notice to Customer to cease the offending activity. If Customer is unable to cease such activity, Zuper may take actions to restrict the offending activity, including, without limitation removing access to the Communication Services. Customer acknowledges that as between Customer and Zuper, Customer is the initiator and sender of any SMS or MMS message or call transmitted through the Communications Services, whether sent or made manually or by means of an automation. 

Zuper may disable phone numbers provided to Customer in connection with the Communication Services if such numbers are substantially underused for 60 days or if Customer’s subscription to the Communication Services is otherwise suspended, terminated, or cancelled. 

Some jurisdictions may require that Customer have an address within such jurisdiction or provide additional information or documentation to purchase or use a phone number within the jurisdiction. If Customer requests a phone number in such a jurisdiction, Customer agrees to provide this information as reasonably requested by Zuper and authorizes Zuper to disclose the provided information to appropriate third parties. Customer acknowledges that such a phone number in such a jurisdiction may be taken out of service or not provisioned if Customer does not provide the requested information.  

Customer further agrees that: 
a) when enabling the Communications Services, Customer is consenting, on behalf of Customer and its Users and End Users to the processing of Customer Data (as generated by or necessary for the provision or operation of the Communications Services) by a third-party service provider; 

b) use of Communications Services is subject to the payment of additional Fees as detailed on the website; 

c) unless Customer chooses to turn off the recording feature, all calls made using the Voice Services are recorded. Customer is responsible for obtaining consent from its Users and End Users for any voice recordings made using the Voice Services; 

d) the Communications Services are not intended to be used for emergency texts or calls to any emergency services that are designed to be routed based upon the location of the origination of the communication or to supply the receiving party with such location information (including, but not limited to, 911 in North America, 112 in Europe, and 999 and 110 and other emergency calling codes where used) (“Emergency Communications”); and 

e) upon Customer’s access to the Communications Services being suspended or terminated, the phone numbers will also be disabled. 

Port-out: In the event that Customer wishes to port-out its phone number(s) upon termination of its subscription to the Voice Services, Customer agrees to notify support@zuper.com to request assistance in the port-out to the third-party service provider of Customer’s choice. 

The Communications Services require terminal equipment, electrical power, and Internet access to work. Customer is solely responsible for providing these necessary elements and arranging for any desired back-up power and access options. 

3. Limitations on and of Use of Services for Emergency Communications 

Customer expressly agrees that: (i) the Communications Services are not intended to be used for Emergency Communications; (ii) Customer has arranged for other effective and reliable methods for Emergency Communications to be available at all times to any persons who may have occasion to use the Communications Services; and (iii) Customer has trained all such users and posted conspicuous reminder notices that would be seen by all such potential users that alternatives to the Communications Services should be used for Emergency Communications and that any such use is subject to the potential limitations described in the paragraph below. 

Notwithstanding the foregoing, if the Communications Services are used to try to call or text 911 or another Emergency Communications center, a communication may be initiated but these communications may differ from 911/E911 or other Emergency Communications functions furnished by traditional telephone service providers in at least the following ways: (1) Customer’s failure to provide correct registered location information or a user’s relocation of the equipment used to access the Service could result in a failure to complete or non-optimal routing of the emergency call to an incorrect emergency authority or public safety answering point, or a misunderstanding by the emergency authority of the user’s actual location; and (2) Emergency Communications will not be available if the Communications Service is unavailable for any reason, such as a lack of Internet access or electrical power. 

4. Designated Country  

 Zuper Connect may only be used in the United States. By registering for a Zuper Connect Account, you are obligated to identify the location from where you are operating the business that will use Zuper Connect in the United States. By registering for a Zuper Connect Account, you are confirming that you are either a legal resident of the United States or you are duly established and, if necessary, registered or licensed as a business entity authorized to conduct business in the United States. 

5. 10DLC Registration and Messaging Compliance 

Customer Responsibility for 10DLC Registration: 
Customer acknowledges and agrees that in order to send Application-to-Person (A2P) SMS messages over 10-digit long codes (10DLC) to recipients in the United States, they must complete the required brand and campaign registration process in accordance with industry requirements. Customer is solely responsible for ensuring that their brand and campaign registration is completed accurately and in a timely manner. 

Plivo’s Role in Approval: 
Zuper provides access to messaging services through its integration with Plivo Inc. (“Plivo”), a third-party communication service provider. All 10DLC registration applications (including brand and campaign submissions) are subject to review and approval by Plivo and its upstream partners. Zuper has no control over and makes no guarantees regarding the timing, outcome, or success of the registration or approval process. 

Registration Guidelines and Rejection: 
Customer is responsible for reviewing and complying with the 10DLC registration guidelines published by Plivo, available at: https://www.plivo.com/docs/messaging/a2p-10dlc/registration-guidelines/. Failure to follow these guidelines may result in rejection of the registration application. In such cases, Customer is solely responsible for making necessary changes and resubmitting the application. The full registration process may take between two (2) and fourteen (14) days, depending on submission accuracy and resubmission requirements. 

Message Blocking and Penalties: 
Customer understands that sending unregistered A2P traffic over 10DLC will result in messages being blocked by carriers. Zuper shall have no liability for message delivery failures or penalties imposed due to Customer’s failure to complete or maintain proper registration. 

Indemnification: 
Customer agrees to indemnify, defend, and hold harmless Zuper and its affiliates from and against any claims, fines, damages, or losses (including reasonable legal fees) arising out of or related to Customer’s failure to comply with 10DLC requirements or submission of inaccurate or non-compliant registration information. 

6. STIR/SHAKEN Compliance 

Zuper provides voice services via Plivo Inc., which applies STIR/SHAKEN protocols to authenticate outbound calls and reduce spam. Call attestation levels (A, B, or C) are determined solely by Plivo based on factors such as caller ID validity and usage patterns. Zuper has no control over or responsibility for these designations. 

Customers are encouraged to use Plivo-issued numbers to improve verification. Calls that violate Plivo’s policies may be unsigned or downgraded, impacting deliverability. Full details are available at: https://www.plivo.com/docs/voice/concepts/stir-shaken/ 

7. Fees and Payment 

Customer acknowledges and agrees that fees for the Services may be invoiced or collected by Zuper. Subject to the terms of the applicable Order Form entered into between Customer and Zuper, Customer shall pay all fees as specified therein. Any Services used or purchased by Customer that are not expressly listed in the Order Form will be billed at Zuper’s then-current list price (“List Price”), which is subject to change at any time without prior notice. Zuper reserves the right to modify the fees specified in any Order Form by providing Customer with at least five (5) business days’ prior written notice. Except as otherwise expressly set forth in the Order Form, payment obligations are non-cancellable and fees, Taxes, and Communications Surcharges (collectively, “Fees”), once paid, are non-refundable. 

8. Security 

We maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access, accidental loss, or modification. Zuper cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. 

9. Disclosures and Notices  

You agree that Zuper can provide disclosures and notices, including tax forms, that we deem appropriate regarding the Connect Services to you by emailing them to the email address listed in your Zuper Account, or mailing them to the address listed in your Zuper Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is posted to your Zuper Admin or emailed to you, unless we receive notice that the email was not delivered. 

 

10. Your Representations, Warranties and Covenants  

You represent and warrant to us that: (i) if you are a sole proprietor, you are at least eighteen (18) years of age or, if you are a corporation or other entity, that the person entering into this Agreement on your behalf is at least eighteen (18) years of age, is authorized to act on your behalf, and has the authority to bind you to this Agreement; (ii) you are eligible to register and use the Connect Services and have the right, power, and ability to enter into and perform under this Agreement; (iii) the name identified by you when you registered is your name or business name under which you sell goods and services and the information that you have provided to us is accurate and complete; (iv) you are not a member of an organized crime group, a party who has been a member of an organized crime group in the past five years, a quasi-member of an organized crime group, a corporate racketeer, or other similar party, nor are any of your officers or employees a member of the foregoing; and, (v) you will not carry out, nor use a third party to carry out, any of the following unlawful acts: (a) the act of making violent demands; (b) the act of making unreasonable demands exceeding legal responsibilities; (c) the act of using threatening behavior or violence in relation to a transaction; (d) the act of spreading rumors, using fraudulent means, or using force to harm the other party’s reputation or obstruct the party’s business; (e) the act of selling products for the purpose of money laundering; (f) the act of using a Card held by you for a sale without reasonable grounds or another act similar to those set forth in (a) through (f). 

11. NO WARRANTIES  

WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. ZUPER/PLIVO ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO TELECOMMUNICATIONS PROVIDERS. YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE AND THAT ZUPER/PLIVO WILL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE ZUPER/PLIVO PARTIES MAKE NO WARRANTY THAT: 
(i) THE WEBSITE OR ZUPER/PLIVO CLOUD PLATFORM WILL MEET YOUR REQUIREMENTS; 
(ii) THE WEBSITE AND ZUPER/PLIVO CLOUD PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; 
(iii) INFORMATION THAT MAY BE OBTAINED WILL BE ACCURATE OR RELIABLE; 
(iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE WEBSITE OR ZUPER/PLIVO CLOUD PLATFORM WILL MEET YOUR EXPECTATIONS OR NEEDS; AND 
(v) ALL ERRORS IN THE ZUPER/PLIVO CLOUD PLATFORM WILL BE CORRECTED. 

BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ZUPER/PLIVO MAKES NO WARRANTIES AND WILL HAVE NO LIABILITY FOR ANY BETA OFFERINGS, CUSTOMER SERVICES, OR THIRD-PARTY SERVICES WHATSOEVER. 

 

12. Limitation of Liability and Damages  

IN NO EVENT SHALL ZUPER BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE CONNECT SERVICES, INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE CONNECT SERVICES. UNDER NO CIRCUMSTANCES WILL ZUPER BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE CONNECT SERVICES OR YOUR ZUPER CONNECT ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. 

ZUPER ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE CONNECT SERVICES; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE CONNECT SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE CONNECT SERVICES; (IV) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE CONNECT SERVICES; (V) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE CONNECT SERVICES; AND/OR (VI) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. 

ZUPER CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES, AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO ZUPER DURING THE SEVEN (7) DAYS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. 

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF ZUPER OR PLIVO HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

THE PROVISIONS OF THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 

The Connect Services are controlled and operated from facilities in the United States. We make no representations that the Connect Services are appropriate or available for use in other locations. Those who access or use the Connect Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign and local laws and regulations, including, but not limited to, export and import regulations. You may not use the Connect Services if you are a resident of a sanctioned country embargoed by the United States, United Kingdom, or the European Union, or are a foreign person or entity blocked or denied by the governments of the United States, United Kingdom, or the European Union. 

13. Disputes, Choice of Law, Jurisdiction, Venue and Miscellaneous  

You agree that any disputes arising out of or relating to this Agreement or the Connect Services shall be resolved in accordance with this Section. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than six (6) months after the cause of action has accrued. 

This Agreement is governed by the laws of the State of Washington. The exclusive venue for any actions or claims arising under or related to this Agreement shall be a court of competent jurisdiction in King County, Washington. 

Headings are included for convenience only and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. 

14. Right to Amend  

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Connect Services or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice in your Zuper Admin, or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Connect Services after our publication of any such changes constitutes your acceptance of this Agreement as modified. 

15. Assignment  

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction. 

16. Parties  

This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition), or any permitted assigns. 

17. Force Majeure  

No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your obligation to pay us the Fees that you owe to us under this Agreement, or your liabilities and obligations under Sections 1 to 16, including, without limitation, for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products and services.