Contact Center Compliance Services Agreement

Contact Center Compliance Services Agreement
This Services Agreement ("Agreement") constitutes a legally binding contract by and between Contact Center Compliance (“CCC”) and the customer identified on the applicable Service Order, (“Customer,” “you,” “your”) and governs your access to and use of the CCC Services specified in any Service Order that specifies the scope and fees and costs of any CCC Services purchased by you and is executed by you and CCC (“Service Order”). CCC and Customer each may be referred to herein as a “Party” and
collectively as “Parties.”
This Agreement consists of these terms and any Service Order(s) as well as any addenda executed by the Parties, which are expressly incorporated by reference herein. In the event of a conflict or inconsistency among the documents, the order of precedence shall be: (1) the applicable addenda, (2) the applicable Service Order, and (3) this Agreement.
CCC may, at its sole discretion, modify or replace any part of this Agreement by posting the revised Agreement on CCC’s website or notifying Customer via email. Any such changes shall take effect thirty
(30) after the earlier of the date the revised terms are posted, or the date notice is provided via email to Customer.
By executing any Service Order, the Parties agree to be legally bound by this Agreement as of the date you and CCC execute any Service Order (“Effective Date”) and acknowledge and agree that each Party has the authority and capacity to enter into and be bound by this Agreement. The Parties acknowledge that this Agreement is supported by valuable consideration, the receipt of which is also acknowledged, and hereby agree as follows:
1.    CCC SERVICES; LICENSE.
1.1.    Provision of CCC Services. CCC agrees to provide Customer with certain services (including all
improvements, updates, revisions, and modifications thereto) to be performed by CCC specified on the applicable Service Order (“CCC Services”) as may be requested by Customer in a Service Order and as may be accepted or rejected by CCC at its sole discretion.
1.2.    Availability and Maintenance of CCC Services.
1.2.1.     Access. Customer shall have access to the CCC Services, including CCC websites, twenty-four (24) hours per day, seven (7) days per week, during the Term (defined below) of this Agreement, except for one percent (1%) or less of the time during any calendar month, not including monthly scheduled maintenance and annual major maintenance and upgrades as further outlined below. Customer acknowledges that the foregoing one
percent (1%) downtime shall be acceptable for purposes of this Agreement.
1.2.2.    Scheduled Maintenance and Major Maintenance and Upgrade. The CCC Services, including CCC websites, may not be available: (i) on a monthly basis for scheduled maintenance on the second Sunday of the month from 12:01 a.m., until 11:59 p.m.,
Pacific Standard Time/Pacific Daylight Savings Time (24 hours); and (ii) on an annual basis for a 24-hour period for major maintenance and upgrades. Customer will be informed of any 24-hour system shut-down by email at least 48 hours in advance.
1.2.3.    Downtime Credit. Downtime greater than one percent (1%) shall result in a credit issuance to Customer in the amount of $100.00 USD to be shown on the subsequent monthly invoice if Customer is billed on a monthly basis or, if Customer has paid for a
year in advance shall result in a refund of $100.00 USD to be paid in the month following the downtime in excess of one percent (1%). Customer agrees that this downtime credit shall be the sole remedy for downtime in excess of one percent (1%).
1.3.    Data Submission. Customer shall deliver all electronic data, including personal information, submitted by or on behalf of Customer to CCC for the provision of the CCC Services (“Customer Data”) by electronic transmission to a designated CCC API or SFTP website. CCC may change the method by which Customer Data is transmitted upon notice to Customer. All Customer Data must be delivered to CCC in a reasonable and mutually agreed upon standard format. Customer shall be responsible for maintaining all hardware and software necessary to send Customer
Data to CCC and receive scrubbed files from CCC.
1.4.    Modification of CCC Services. CCC reserves the right to modify the CCC Services at its sole discretion and without liability, provided that the functionality of the CCC Services shall not materially decrease.
1.5.    Customer Account; Authorized Users. The CCC Services may only be utilized by the number and type of authorized users as may be set forth in the Service Order. Customer will identify one administrative username and password for Customer’s access to the CCC Services. Customer shall be responsible for enabling and maintaining passwords, selecting users qualified to access the CCC Services, and distributing passwords to users. Customer and each authorized user shall use their best and commercially reasonable efforts to prevent any third party from accessing
the CCC Services, and Customer shall inform CCC immediately of any actual or potential unauthorized access. Customer is solely responsible for all activities conducted under the Customer’s account.
2.    USE OF THE CCC SERVICES, COMPLIANCE, RESTRICTIONS.
2.1.    Terms of Use. Use of the CCC Services by Customer or its authorized users shall be governed by the specific terms and conditions, available here (“Terms of Use”), for access and use of the CCC Services available which is hereby incorporated into and made part of this Agreement.
Customer shall impose on any authorized user all obligations contained in this Agreement and the Terms of Use with respect to access and use of the CCC Services.
2.2.    Compliance with Applicable Laws. Customer represents that it will use the CCC Services in compliance with all current and future applicable federal, state, and local laws, ordinances, regulations, and orders, including, but not limited to: (i) the Federal Trade Commission’s
amended Telemarketing Sales Rule (16 C.F.R. Part 310); the (ii) the Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227; 47 C.F.R. §64.1200); (iii) all of the Federal Rules and
Regulations implementing or relating to the National Do Not Call (“DNC”) Registry; and (iv) laws relating to privacy, data security, and the processing, storage, protection, and disclosure of
personal data, including, but not limited to, the California Consumer Privacy Act and its
implementing regulations, California Privacy Rights Act and its implementing regulations, Connecticut’s Act Concerning Personal Data Privacy and Online Monitoring, Colorado Privacy Act and its implementing regulations, Utah Consumer Privacy Act, Virginia Consumer Data Protection Act, and the Gramm-Leach-Bliley Act and its implementing regulations (collectively,
“Applicable Laws”). Customer further represents and warrants that it will use data derived from the DNC Registry solely to comply with said rules and otherwise prevent telephone calls to telephone numbers on the DNC Registry. Customer is solely responsible for ensuring
compliance with Applicable Laws.
2.3.    Know Your Customer. Customer acknowledges that certain CCC Services require CCC to conduct know your customer (“KYC”) assessments in order to verify Customers and/or to comply with
legal requirements. Customer represents that it (i) will fully and timely cooperate with KYC requests from CCC and assist CCC with fulfilling KYC legal requirements, and (ii) maintain current contact information and notify CCC of any changes to information previously provided to CCC for the KYC assessment. CCC may, in its sole discretion, terminate this Agreement or any Service Order if customer fails to provide CCC with requested information to carry out the KYC assessment or if the KYC assessment results in CCC’s sole determination that the Customer is not fit to use the CCC Services.
2.4.    Authorization to Access Government Databases. Customer acknowledges that certain CCC Services require Customer to obtain applicable registrations or authorizations necessary to
access a state, federal, or foreign jurisdiction databases, such as subscription account number to access the federal DNC registry, an FTC Organization ID, a letter of authorization to access the
federal Reassigned Numbers Database, a state DNC registration number, and a registration access number and subscription access number to access the Canadian Do Not Call List
(collectively, “Authorizations”). Customer understands that it generally must obtain its own unique Authorizations and cannot use another entity’s Authorizations unless permitted by Applicable Laws. Prior to submitting Customer Data to CCC, Customer must have, or obtain, all
applicable Authorizations. Customer shall provide CCC with any information and documentation that CCC deems necessary to prove that Customer has obtained Authorizations. Customer is
solely responsible for any costs associated with obtaining Authorizations. Customer must
immediately notify CCC if Customer no longer holds any required Authorizations. CCC is not obligated to perform its obligations under this Agreement until Customer has provided all necessary Authorizations.
2.5.    Assignment to CCC. To the extent allowed by law and as necessary to perform its obligations under this Agreement and any Service Order, Customer hereby assigns to CCC the rights to: (i) access and process data against the applicable database, including the DNC Registry and/or the Reassigned Numbers Database, on behalf of Customer and (ii) place calls using Customer’s telephone number for remediation testing and troubleshooting and (iii) brand Customer’s calls with a text display of enhanced caller ID information.
2.6.    Restrictions on Use of CCC Services and Intellectual Property. Customer shall not, nor cause or facilitate any third party to: (i) make any modification, alteration, or change to the CCC Services;
(ii) copy, reproduce, sell, lease, assign, republish, transmit, distribute, or otherwise encumber in
any manner the CCC Services; (iii) remove, modify, or obscure any copyright or other
proprietary notices on the CCC Services; (iv) recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from, the CCC
Services; (v) access the CCC Services to develop or support a competitive product or service; (vi) attempt to gain unauthorized access to CCC Services; (vii) disrupt or threaten the security,
integrity, or availability of the CCC Services; (viii) transmit, post, or store in the CCC Services any material that contains any virus, malware, ransomware, or any other contaminants (including, but not limited to, codes, commands, instructions, devices, techniques, bugs, web bugs, or
design flaws) that may be used to access, alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down CCC’s computer systems, databases, software, or other CCC information or property; (ix) transmit, post, or store in the CCC Services any material or content that is unlawful, harmful, unsuitable for minors, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable that may invade another’s right of privacy or publicity; (x) transmit, post, or store in the CCC Services any material or content that contains hate speech, excessive violence, profanity, or strong sexual, explicit, or erotic themes or promotes or glamorizes alcohol abuse, illegal drug use, or use of tobacco products; (xi) engage in any activities that are illegal, abusive, false, fraudulent,
deceptive, or misleading or likely to deceive or mislead; (xii) use the CCC Services in any way that violates this Agreement, the Terms of Use, any Applicable Laws, or any applicable industry standards, policies, or guidelines, including but not limited to, those published by the Cellular Telecommunications Industry Association (CTIA) or Mobile Marketing Association. CCC may
immediately suspend or terminate any Service Order if this Section 2.6 is violated.
3.    CUSTOMER DATA.
3.1.    Ownership of Customer Data. Customer shall retain all rights, interests, and title in Customer Data. Customer shall not, nor cause or facilitate any third party to, submit to CCC or store in the CCC Services any sensitive personal information, beyond what is needed to fulfill the services, as defined by Applicable Laws, personal health information subject to the Health Insurance Portability and Accountability Act or other applicable law, personal financial information subject to the Gramm-Leach-Bliley Act or other applicable law, or payment card information. Customer shall be solely responsible for the volume and accuracy of all Customer Data submitted to CCC. Customer represents and warrants that (a) Customer holds all necessary rights to permit the use of the Customer Data by CCC for the purpose of providing the CCC Services, and (b) the use, reproduction, distribution, transmission, or display of the Customer Data through the CCC
Services will not violate Applicable Laws or any rights of any third parties.
3.2.    CCC’s License to Use Customer Data. Customer grants CCC a limited license to host, copy, transmit, and display Customer Data as necessary to provide the CCC Services. CCC will only use Customer Data in accordance with the Service Provider Data Protection Addendum (“DPA”)
which is hereby incorporated into and made part of this Agreement. CCC may modify the DPA from time to time by posting the modified DPA to the foregoing website, and such revised DPA will be effective immediately upon posting.
4.    CCC DATA; INTELLECTUAL PROPERTY; NAME AND TRADEMARKS.
4.1.    CCC Data: CCC will provide, display, or otherwise make available to Customer, various materials, including but not limited, to text, data, images, software code, support materials, documents, manuals, instructions, books, checklists, guides, templates, and reports, through the CCC
Services (collectively, "CCC Data”).
4.2.    Ownership: Customer acknowledges and agrees that all rights, title, and ownership in the CCC Services and CCC Data are and will remain the exclusive property of CCC, whether or not they are trademarked, copyrighted, or patented.
4.3.    Limited License. During the applicable Service Order term, CCC grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, and, at CCC’s option, terminable license to use the CCC Services and CCC Data, solely for Customer’s internal business purposes, subject to this Agreement. No rights are granted to Customer hereunder other than as expressly set forth herein or an applicable Service Order.
4.4.    Restrictions. Customer may not sell, sublicense, disclose, or otherwise provide, directly or indirectly, the CCC Services or CCC Data to any unauthorized third party. In no event shall
Customer use the CCC Services or CCC Data for purposes other than as intended by CCC and in the operation of Customer’s business. Customer will not use the CCC Services or CCC Data to cause or facilitate Customer’s conversion to a third-party providing services similar to the CCC Services prior to or following the expiration of an applicable Service Order or this Agreement. Customer will not copy, in whole or in part, the CCC Services or CCC Data, in any form or format. Customer will not make any alteration, change, or modification to the CCC Services or CCC Data, except as permitted by CCC in writing. Customer will not recompile, decompile, disassemble,
reverse engineer, or make or distribute any other form of, or any derivative work from, the CCC Services or CCC Data.
4.5.    Protection from Access. Customer will not, without the express written consent of CCC, offer,
provide, share, allow, or in any way facilitate third-party access to the CCC Services or CCC Data, including any related credentials, passwords, logins, or other access protocols.
4.6.    Effect of Termination. Upon termination of this Agreement or the applicable Service Order for any reason, Customer’s limited license to use CCC Services will immediately terminate. Customer shall immediately cease all use of CCC Services. Notwithstanding the foregoing, Customer may continue to use scrubbing reports legally obtained from CCC under this
Agreement. Customer acknowledges that using this data after termination is at Customer’s own risk and CCC will not provide any services for that data thereafter.
4.7.    Remedies. Customer acknowledges that unauthorized use or disclosure of CCC Data in violation of this Agreement will cause irreparable harm to CCC, for which monetary damages may be inadequate. In such cases, CCC is entitled to seek equitable relief, such as an injunction or temporary restraining order, without the need to post bond or other security. This right is in
addition to any other remedies available under this Agreement, as Customer acknowledges that other legal remedies may be insufficient.
4.8.    Use of Name and Trademarks. Unless specifically stated in a Service Order, each Party agrees that this Agreement does not grant any license or right to use the other Party’s name, trademarks, service marks, trade names or the like in any manner, including but not limited to, advertising, publicity, or publications without the other Party’s prior written consent.
5.    TERM, TERMINATION.
5.1.    Term. This Agreement is effective on the Effective Date and shall continue for the period set forth in each applicable Service Order (“Initial Term”) unless terminated by either Party in accordance with this Agreement. This Agreement shall renew automatically for successive
additional terms equal in length to the Initial Term (each such term, a “Renewal Term”) unless terminated by either Party in accordance with this Agreement. The Initial Term together with all Renewal Terms constitutes the “Term.” Notwithstanding the foregoing, this Agreement shall remain in full force and effect for so long as CCC continues to provide CCC Services to Customer under any Service Order executed by the Parties.
5.2.    Termination by CCC. CCC may immediately suspend or terminate this Agreement, or any Service Order, unless otherwise noted, if:
i)    Customer fails to timely make any payment due under this Agreement, as defined under Section 6.5;
ii)    Customer breaches any material provision of this Agreement, other than those related to payment of charges, which cannot be remedied;
iii)    Customer breaches any material provision of this Agreement, other than those related to payment of charges, which is capable of remedy, and fails to cure such breach within fifteen
(15) business days written notice from CCC;
iv)    Pursuant to Section 2.3, Customer fails to provide KYC information or CCC determines that Customer is not fit to use the CCC Services after conducting the KYC assessment.
v)    CCC determines, in its sole discretion, that Customer is violating Applicable Laws or the terms of this Agreement.
vi)    A third party’s actions or inactions prevent CCC from providing any of the CCC Services in an applicable Service Order. For example, CCC may terminate the Agreement or Service Order if a carrier or call blocking application stops or otherwise refuses to allow CCC’s remediation of telephone numbers.
vii)    Customer fails to promptly remedy any activity deemed fraudulent by CCC in its sole discretion upon fifteen (15) days written notice from CCC;
viii)    A bankruptcy petition is filed by or against Customer, or Customer ceases doing business as a going concern, makes an assignment for the benefit of creditors, admits in writing to its inability to pay its debts as they become due; or
ix)    A federal, state, or local law, ordinance, regulation, or order prohibits or substantially impairs CCC’s provision of the CCC Services.
5.3.    Termination by Customer. Except as otherwise specifically mentioned herein, Customer may terminate this Agreement or any Service Order if:
i)    CCC breaches any material provision of this Agreement which cannot be remedied;
ii)    CCC breaches any material provision of this Agreement, which is capable of remedy, and fails to cure such breach within fifteen (15) business days written notice from Customer; or
iii)    A bankruptcy petition is filed by or against CCC, or CCC ceases doing business as a going
concern, makes an assignment for the benefit of creditors, admits in writing to its inability to pay its debts as they become due.
5.4.    Termination for convenience. Either Party may terminate an Initial Term or Renewal Term under this Agreement or any Service Order for any reason or no reason by providing written notice to the other Party at least thirty (30) days prior to the expiration of the current term.
5.5.    Effect of termination. The effective date of any termination by either Party shall conform to this Agreement and shall be set forth in a written notice of termination sent to the other Party. Customer acknowledges that, upon termination of the CCC Services by either Party, CCC has no obligation to continue to provide any CCC Services to Customer. Customer further acknowledges that termination of CCC Services by Customer shall not relieve Customer of its obligation to pay
(i) any fees for CCC Services provided prior to the effective date of termination and (ii) any fees that would be due through the end of the applicable term but for Customer’s termination,
which shall include either (A) the current monthly commitment multiplied by the remaining number of months in the current term or (B) if no monthly commitment is defined, the average monthly spend for the current term multiplied by the remaining number of months in the
current term.
6.    FEES, INVOICING AND PAYMENT.
6.1.    Fees. Recurring and non-recurring fees and charges for CCC Services will be on a per-product basis and set forth in the applicable Service Order (“Fees”). Customer acknowledges and agrees to pay CCC the Fees set forth on any Service Order regardless of whether Customer made use of the CCC Services made available by CCC.
6.2.    Fees Modification. Except as otherwise specifically mentioned herein, CCC reserves the right to raise or otherwise modify Fees at any time at its sole discretion upon thirty (30) calendar days written notice to Customer; provided, however, that any such modification will not apply until the Renewal Term. Customer agrees to pay the modified Fees for all applicable CCC Services.
6.3.    Taxes. Customer acknowledges that Fees under this Agreement as set forth in any Service Order are exclusive of any applicable foreign, federal, state, or local taxes, including any value added, consumption, sales, use, gross receipts, excise, access, bypass, franchise or other taxes, or
similar charges, surcharges, fees, and universal service contributions (collectively, “Taxes”). Customer agrees to pay all Taxes set forth in any invoice unless Customer is exempt from such Taxes. Customer acknowledges that failure to timely pay any Taxes constitutes a material breach of this Agreement. Taxes will be separately stated on each invoice whenever possible and shall be paid directly to CCC. To request an exemption from Taxes, Customer must submit a valid exemption certificate to CCC prior to the issuance of any invoice.
6.4.    Invoicing. Except as otherwise specified in a Service Order, CCC shall invoice Customer as follows:
6.4.1.    Prepaid CCC Services with Overage: For CCC Services designated as prepaid, CCC shall invoice Customer in advance of each month for the CCC Services to be rendered during that month. CCC may either limit the usage to not exceed the prepaid amount or if, during any month, Customer’s usage exceeds the prepaid allotment, CCC shall invoice Customer for the overage rate specified in the Service Order at the end of that month.
6.4.2.    Postpaid CCC Services: For CCC Services designated as postpaid, CCC shall invoice Customer after the end of each month for the CCC Services rendered during that month.
6.4.3.    One-time CCC Services: For CCC Services designated as one-time, CCC shall invoice Customer once in advance of the term for the CCC Services to be rendered during that term.
6.5.    Payments. Subject to Section 6.6, all Fees shall be paid by Customer in immediately available
U.S. funds in accordance with CCC’s payment instructions. Fees for Caller ID Branded Display
services are due within seven (7) days of the invoice date. Fees for all other CCC Services, except for one-time CCC Services, are due within thirty (30) days of the invoice date. Fees for one-time CCC Services are due prior to the start of such CCC Services and are non-refundable. Any
payments made by credit card will be subject to a processing fee not to exceed three (3%) of the amount paid by credit card.
6.6.    Invoicing Disputes. Customer may dispute any or all invoiced amounts in good faith by providing written notice of such dispute to CCC no more than thirty (30) days from the date of invoice. Customer shall pay all undisputed invoiced amounts by the applicable due date and any delay in payment of such undisputed amounts shall be subject to Section 6.7. Customer may pay the
disputed invoiced amount by the applicable due date and payment of a disputed invoiced amount does not waive the right to dispute. Any written notice of dispute must reasonably
detail the basis for the dispute and any adjustment sought, and shall include, without limitation, the CCC invoice number(s) in dispute, the dispute period, the Fees in dispute, and the CCC
Services in dispute. The Parties shall negotiate in good faith to resolve the dispute for a period of thirty (30) days from CCC’s receipt of Customer’s written dispute. If the parties are unable to mutually resolve the dispute within thirty (30) days, the parties will mutually select an
independent third party to resolve the dispute. If the disputed Fees or any part thereof is
determined to be owed to CCC, within five (5) business days of such determination, Customer shall pay such Fees and the associated late fees specified in Section 6.7 if the disputed invoiced amount was not paid by the applicable due date, and, if applicable, the costs for the independent third party’s resolution service. If the disputed Fees or any part thereof is
determined not to be owed to CCC, CCC shall (i) apply such charges as a credit to the
subsequent invoice if the disputed invoiced amount has already been paid, or (ii) remove the disputed amount from the invoice if the disputed invoiced amount has not already been paid, and, if applicable, shall pay the costs for the independent third party’s resolution service. Any failure by Customer to submit written notice of dispute to CCC within thirty (30) days from the date of invoice shall constitute irrefutable acceptance of the invoiced amount.
6.7.    Late Payments. If Customer fails to remit payment of invoiced Fees not properly disputed under Section 6.6 by the applicable due date, CCC may (i) charge a late fee of the lesser of one and
one-half percent (1.5%) per month or the maximum fee allowed by law of the unpaid balance which shall accrue from the due date of the invoice; and/or (ii) suspend or terminate the CCC Services. Nothing in this section shall limit remedies available at law.
7.    CONFIDENTIAL INFORMATION.
7.1.    Confidential Information Definition. "Confidential Information" means information provided by the disclosing Party (“Discloser”) to the receiving Party (“Recipient”) regarding the Discloser’s business affairs, Customers, intellectual property, and other sensitive or proprietary information including, without limitation, (i) the design and technical specifications of the CCC Services; (ii) any personal information or information regarding any person disclosed by Discloser to
Recipient; (iii) any and all information disclosed by Discloser to Recipient, in whatever format, that is either identified as or would reasonably be understood to be confidential and/or
proprietary; (iv) any documents, notes, reports, summaries, extracts, analyses, or materials prepared by Recipient that are copies of, incorporate, or derivative works of Confidential
Information or from which Confidential Information can be inferred or otherwise understood; and (v) the terms, conditions, and pricing contained in any Service Order.
7.2.    Confidential Information Exclusions. "Confidential Information" does not include information received from Discloser that Recipient can clearly establish by written evidence was: (a)
previously known to the Recipient without an obligation of confidentiality; (b) independently developed by or for Recipient without reference to or use of Confidential Information; (c) lawfully acquired by Recipient from a third party who is not under an obligation of confidentiality with respect to such information; or (d) which is or becomes publicly available through no fault of Recipient or not as a result of a breach of this Agreement.
7.3.    Treatment of Confidential Information. Discloser retains all ownership rights in and to the Confidential Information and all intellectual property rights associated with such Confidential Information. Recipient shall not disclose Confidential Information to any person or entity, except to Recipient’s employees who have a need to know the Confidential Information for Recipient to exercise its rights or perform its obligations hereunder. Recipient will make no use of
Confidential Information for any purpose except as expressly authorized by this Agreement. Without limiting the generality of the foregoing, Recipient will not use or permit the use of Confidential Information for any competing purpose. Recipient will protect the Confidential Information from unauthorized disclosure to the same extent it protects its own Confidential Information of like kind but in no instance with less than reasonable care.
7.4.    Compelled Disclosure. Notwithstanding the foregoing, Recipient may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law or legal process, provided that Recipient shall first have given at least five (5) business days’ prior written notice to Discloser (to the extent legally permitted) and cooperate with Discloser should it choose to obtain a protective order or other legal redress.
7.5.    Effect of Termination. Upon termination of the Agreement or an applicable Service Order,
Recipient shall promptly return to Discloser all copies, whether in written, electronic, or other form or media, of the Confidential Information, or destroy all such copies excluding data from recipient’s backup files and certify in writing to Discloser that such Confidential Information has been destroyed. Recipient’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire upon return or destruction of
all Confidential Information in Recipient’s possession or control.
7.6.    Remedies. Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm to the other Party, for which monetary damages may be inadequate. In such cases, the affected Party is entitled to seek injunctive relief, such as an injunction or temporary restraining order, without the need to post bond or other security. This right is in addition to any other remedies available under this Agreement, as both parties
recognize that other legal remedies may be insufficient.
8.    REPRESENTATIONS AND WARRANTIES.
8.1.    Customer Representations, Warranties, and Covenants. Customer hereby represents, warrants, and covenants that: (i) it has the right and power to enter into this Agreement; (ii) its execution and performance of this Agreement will not violate or conflict with any contract, agreement or joint venture to or in which it is a party; (iii) in connection with this Agreement, it will not infringe upon or violate any copyrights, trademarks rights, patent rights, trade secret rights or any rights of privacy or publicity or other proprietary rights of any third party; and (iv) it has all required licenses and complies with any legal or regulatory requirements with respect to using the CCC Services and will at all times conduct its business and use the CCC Services in
compliance with all Applicable Laws.
8.2.    CCC Representations and Warranties. CCC hereby represents and warrants that: (i) it has full power to enter into this Agreement; (ii) it has all required licenses and complies with any legal or regulatory requirements with respect to providing the CCC Services; (iii) its execution and
performance of this Agreement will not violate or conflict with any contract, agreement, or joint venture to or in which it is a party; and (iv) it will perform the CCC Services in a
workmanlike manner and will use reasonable efforts to restore the CCC Services in the case of failure.
8.3.    Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CCC MAKES NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT WITH RESPECT TO THE CCC SERVICES PROVIDED BY CCC AS DESCRIBED HEREIN, INCLUDING, WITHOUT LIMITATION, THE ACCURACY AND TIMELINESS OF THE CCC SERVICES. CCC SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
9.    LIMITATION OF LIABILITY.
9.1.    Limitations. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a)
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, REGARDLESS OF WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL A PARTY’S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE FEES PAID BY CUSTOMER TO CCC IN THE TWELVE (12) MONTHS PRECEDING THE FACTS GIVING RISE TO THE CLAIM. THE PARTIES UNDERSTAND AND AGREE THAT THIS PROVISION AND THE ALLOCATION OF RISK IS A MATERIAL PURPOSE OF THIS AGREEMENT UPON WHICH THE PARTIES HAVE RELIED IN ENTERING THIS AGREEMENT.
9.2.    Exclusions. The limitations set forth in Section 9.1 shall not apply to:
(a)    Customer’s violation of Section 4 (CCC Data; Intellectual Property; Name and Trademarks), Section 7 (Confidential Information) or Section 12 (Database Push);
(b)    Customer’s obligations set forth in Section 5.5 (Effect of Termination);
(c)    Third-party claim(s) against Customer arising from CCC’s failure to remove or scrub any telephone number that appears both on a Customer-provided list and on the applicable federal or state Do Not Call registry as of the date CCC performs the scrubbing service, provided that CCC’s aggregate liability shall not exceed
$2,000,000. This exclusion applies solely to determine the applicability of Section 9.1 and does not expand, limit, or otherwise affect any underlying liability under the Agreement or applicable law.
10.    INDEMNIFICATION.
10.1.    Indemnity Obligation. Each Party (an “Indemnifying Party”), at its own expense, will defend, indemnify and hold harmless the other Party, and its respective officers, directors, employees, agents, shareholders, successors and permitted assigns (collectively, the “Indemnified Party”)
from and against any third party action, claim, investigation, proceeding, regulatory action, suit, damages, liabilities, losses, settlements, judgments, costs, and expenses brought against the Indemnified Party (“Claim”) arising out of or relating to, whether in whole or part, (i) any
breach by the Indemnifying Part of the covenants, representations, warranties or other
obligations under this Agreement or an applicable Service Order; or (ii) the gross negligence or willful misconduct of the indemnifying Party, its employees, agents, contractors, licensors or suppliers. Such indemnifications provided for herein shall include any and all liabilities,
damages, costs, and expenses, (including without limitation, reasonable attorney’s fees, disbursements, and court costs, if any), asserted against, imposed upon, or incurred in
defending, settling and/or resolving the Claim. Indemnification obligations are expressly subject to and limited by the liability limitations set forth in Section 9.
10.2.    Notice of Indemnity. The Indemnified Party will give prompt written notice to the Indemnifying Party of any claim for which indemnification is sought under this Agreement. The failure of the Indemnified Party to give timely notice of a covered claim shall not relieve the Indemnifying
Party of its indemnification obligations hereunder except to the extent, but only to the extent, that the Indemnifying Party is actually materially prejudiced by such failure to give timely notice.
10.3.    Indemnifying Party Involvement. The Indemnifying Party shall have the right to control the defense of any Claims, provided that no settlement of any Claim, unless solely for the payment of money damages, shall be made without the approval of the Indemnified Party. The
Indemnified Party shall provide all reasonable assistance that the Indemnifying Party may request in connection with the defense of any Claim. The indemnification provided herein shall survive the termination of this Agreement.
11.    TRUSTED CALLER ID SOLUTIONS SERVICE TERMS. This section shall apply to CCC’s Trusted Caller ID Solutions Service and/or Caller ID Remediation Service if selected in an applicable Service Order.
11.1.    Definitions: Any terms not expressly defined in this section shall have the meanings ascribed to them in the main body of the Agreement.
11.1.1.    Authorized Telephone Number: (a) a telephone number of Customer that it submits for registration hereunder; and (b) that will be used for legally compliant and targeted calling purposes.
11.1.2.    Caller ID Branded Display Service: a service designed to add a text display of enhanced caller ID information on Registered Telephone Numbers to certain supported telephone subscriber call recipients.
11.1.3.    Caller ID Remediation Service: a service designed to submit Registered Telephone Numbers to major carriers for the purposes of correcting inaccurate spam labeling.
11.1.4.    Carrier: a CCC-approved Telephone Service Provider, or its authorized subcontractor.
11.1.5.    Registered Telephone Number: an Authorized Telephone Number vetted under a
proprietary-standard framework which is submitted by Customer and approved by CCC for registration by the Service.
11.1.6.    Service Attribute: specific data presented by the Service. Service Attributes may include the caller ID reputation, name, logo, call intent, callback number, physical address, and/or website address of Customer. Service Attributes are further detailed in the applicable
Service Order and the User Guide.
11.1.7.    Service Date: the earlier of (a) the date CCC has made the Service available to Customer; or (b) the date of the first commercial use of the Service by Customer.
11.1.8.    Subscriber: a person or entity that receives telecommunications service from a Carrier.
11.1.9.    TrustCall Premiere Service: a service designed to monitor the caller ID reputation for the purposes of identifying when Registered Telephone Numbers get negatively categorized by major carriers.
11.1.10.    User Guide: the operational forms and guidelines, as amended from time to time, provided to Customer by CCC which prescribe the Service provided hereunder.
11.1.11.    Verified Calls: calls which have been verified either by a Carrier providing CCC information indicating that a telephone number has been successfully authenticated during a call event or by another process acceptable to CCC in its reasonable discretion.
11.2.    Trusted Caller ID Solutions Service Description. The Trusted Caller ID Solutions Service described in this section allow Customer to submit Authorized Telephone Numbers to CCC for registration by CCC or its authorized contractors through the Service, subject to approval by CCC. For
Registered Telephone Numbers, CCC shall present Service Attributes to which the Customer has subscribed hereunder associated with the Registered Telephone Numbers on the devices of Subscribers, subject to the capabilities of the receiving device. For certain Services, CCC shall
also provide Customer access to certain data analytics associated with its Registered Telephone Numbers as well as records on which Service Attributes were presented or displayed. The Caller ID Branded Display Service is not a guarantee of delivery to the end device and CCC makes no guarantee that a carrier will not label the call as SPAM. Customer understands that it is possible that unauthorized parties may place calls using Customer’s caller ID, and that CCC shall not be
liable for any such unauthorized use.
11.3.    Trusted Caller ID Solutions Service Start and Termination. Customer understands that CCC’s
performance of the Service is reliant, in part, on the actions of Carriers, which means that CCC cannot guarantee a specific start date, nor can CCC guarantee that all Carriers will begin
branding services for Customer at the same time. Further, upon termination of this Service Order, CCC will notify Carriers of such termination and Customer will be responsible for any
Fees incurred for the Service until the Carrier disables its branding service. Customer accepts full responsibility for charges for the Caller ID Branded Display Service on all reported calls, regardless of the party placing the call.
11.4.    Trusted Caller ID Solutions Service Letter of Authorization. If a Letter of Authorization (“LoA”) is required to enable the Caller ID Branded Display Service, Customer acknowledges and agrees that a minimum of 5,000 branded impressions per LoA per month is required. CCC will invoice Customer the greater of Customer’s monthly minimum or the price per branded impression stated in the applicable Service Order.
11.5.    Trusted Caller ID Solutions Service Attributes.
11.5.1.    Authorized Service Attributes. Authorized Service Attributes are set forth in applicable Service Order and are further described in the User Guide. CCC may make additional
Service Attributes available to Customer from time to time. Certain Service Attributes will only be displayed in connection with Verified Calls.
11.5.2.    Displaying Service Attributes. CCC will, subject to its reasonable discretion, cooperate with Customer to display Service Attributes to called parties and to address issues related to telephone numbers, as further described in the User Guide.
11.5.3.    Right to Reject Service Attributes. All Service Attributes are subject to CCC’s approval and CCC reserves the right to reject any Service Attributes, at any time, for any reason
whatsoever, including, without limitation, CCC’s belief that a Service Attribute is inappropriate or offensive, or may subject CCC to civil or criminal liability.
11.5.4.    Use of Service Attributes. Customer hereby grants to CCC a limited, revocable, non-exclusive, non-transferrable, non-assignable, worldwide, fully paid license to display, present, use, reproduce, transmit, and otherwise distribute the Service Attributes in accordance with the Agreement.
11.6.    Customer Warranties. Customer represents and warrants that (a) it is authorized to submit each telephone number it submits to CCC for registration hereunder, and (b) it has confirmed each telephone number it submits to CCC for registration hereunder is validly assigned to Customer and that Customer has the right to use such telephone number for legitimate calling purposes that comply with all Applicable Laws.
11.7.    Authorized Telephone Numbers Approval. CCC shall evaluate and approve each Authorized Telephone Number submitted by Customer before beginning the Trusted Caller ID Solutions Service and/or Caller ID Remediation Service. Customer shall ensure that all Authorized
Telephone Numbers it provides to CCC are real numbers that: (i) the Customer owns, leases, or controls; (ii) for the duration of the applicable call campaigns, will ring back to the Customer during the normal business hours; and (iii) provide a mechanism for Customer to receive and honor call opt-out requests and otherwise provide information about Customer’s business and
the purpose of calls made. Customer shall immediately inform CCC in writing of any changes to the manner in which Customer uses or will use a Registered Telephone Number—for example, if the Authorized Telephone Number used for live calling is subsequently used to deliver
prerecorded messages, or if the Authorized Telephone Number is reassigned from one end user to another. Each new use case must be submitted to CCC for re-evaluation and re-approval of the Authorized Telephone Number and new use case. CCC may, in its sole discretion, terminate this Agreement or any Service Order if Customer fails to provide CCC with requested information to carry out the assessment described herein or if the assessment results in CCC’s determination that the Customer is not fit to use the CCC Services.
11.8.    Reputation Testing. Customer grants CCC permission to place test telephone calls using Customer’s Authorized Telephone Numbers for troubleshooting and testing purposes. The frequency of testing and the day of the week of such testing shall be determined by CCC in its
sole discretion as reasonably necessary to provide the Trusted Caller ID Solutions Service and/or Caller ID Remediation Service. The costs incurred for testing purposes are billable to Customer
at the Fees set forth in the applicable Service Order.
11.9.    Remediation Testing. The frequency of remediation testing shall be determined by CCC in its sole discretion as reasonably necessary for CCC to provide the Trusted Caller ID Solutions
Service and/or Caller ID Remediation Service.
11.10.    User Guide. Upon service activation, CCC will provide Customer with a User Guide that is
related to the chosen products. Customer agrees that it shall adhere to any User Guide created by CCC and as updated by CCC from time to time, to the extent such terms are reasonable and do not conflict with this Agreement.
12.    DATABASE PUSH TERMS. This section shall apply to Database Push Services if selected in an applicable Service Order.
12.1.    License. CCC hereby grants to Customer a limited, non-exclusive, non-transferable right and license to receive and use the database(s) identified in the Service Order that CCC makes
available to Customer (each a “Database” and collectively, the “Databases”) in accordance with this Agreement. Customer acknowledges that CCC owns all right, title, and interest in and to the Databases and that the Databases are singly proprietary to CCC.
12.2.    CCC Inspection. Prior to transmitting any Databases to Customer, CCC shall first be entitled to conduct an on-site visit at Customer's headquarters or other location where such Databases will be transmitted hereunder. CCC shall have the right to audit, among other categories, in its reasonable discretion, Customer's signage, calling operations, and building and server security systems. CCC shall have no obligation to transmit any data hereunder until CCC is satisfied with the legitimacy and security of Customer's operations.
12.3.    Audit Rights. During the term of the Agreement and for one (1) year thereafter, and not more than two times in any calendar year, CCC may upon ten (10) calendar days’ prior written notice to Customer, itself perform or cause a reputable third party auditor to audit, at the expense of CCC, Customer’s access, receipt, use and disclosure of the Databases, and any data contained
therein, for the sole purpose of confirming compliance with the terms and conditions of the Agreement. As part of any such audit, Customer shall, subject to reasonable security, confidentiality restrictions, and mutually acceptable scheduling requirements, provide to CCC and its designees prompt and reasonable access to: (a) such books, records, supporting
documentation, and systems specifically relating to Customer’s access, receipt, use and
disclosure of the Databases, and any data contained therein, and (b) relevant Customer’s staff.
To the extent CCC discovers any violations of the terms of this Agreement, CCC, in CCC’s sole
discretion, may suspend or terminate this Agreement or otherwise seek appropriate remedies.
12.4.    Certification. Within ten (10) days after the start of any Renewal Term, Customer shall certify to CCC the following: (a) that it is in full compliance with the terms and conditions of this
Agreement, (b) and, that it intends to continue to comply with the terms and conditions of this Agreement during the Renewal Term.
12.5.    Database Protection. Customer acknowledges and agrees that CCC may, in its sole discretion and without notice, seed Databases with decoy numbers unique to each CCC Customer who will make direct use of a Database in order to protect CCC’s proprietary Databases.
12.6.    Permitted Use of Databases. Customer shall use the Databases in compliance with all Applicable Laws and solely for the purpose of scrubbing against Customer’s own list of telephone numbers and for no other purpose whatsoever. Customer agrees to provide CCC, from time to time and
at CCC’s request, with reasonable assurances and evidence of Customer’s compliance with Applicable Laws and any implementing regulations of any such law that are in effect at the time of such request.
12.7.    Restrictions on Use of CCC Databases. Except as specifically authorized under this Agreement, Customer acknowledges it does not have the right to use, does not own, and does not acquire:
(i) the Databases; (ii) the concept of the Databases; (iii) the materials developed therewith including all software necessary to provide the Databases; (iv) any proprietary information of CCC concerning the Databases; or (v) any trade secrets of CCC (collectively, “CCC Property”). Without limitation of the foregoing, Customer shall not engage in any unfair competition with regard to the CCC Property, including but not limited to: (i) use of any proprietary information of CCC; (ii) use of any concept developed by CCC and described on the CCC website; or (iii) use of any materials provided by CCC in connection therewith, for any purpose other than as
specifically authorized under this Agreement.
12.8.    Non-Disclosure of Databases. Customer shall not, and shall ensure that its authorized
employees, contractors, and agents do not, disclose, share, resell, distribute, publish, transmit, or otherwise allow access to the Databases or any data contained in Databases to any other
person or entity for any reason whatsoever.
12.9.    Liquidated Damages. If Customer breaches its obligations under section 12.8, or otherwise
allows any data contained in Databases to be compromised or transmitted to any unauthorized person or entity, (“Customer Breach”) Customer shall pay to CCC an amount equal to
$2,000,000.00 (“Liquidated Damages”). Customer and CCC acknowledge and agree that (i) CCC
will suffer irreparable harm from a Customer Breach, including significant financial harm due to the inability to claw-back any data contained in Databases transmitted to third parties, which would be impossible or very difficult to value, (ii) the Liquidated Damages are a reasonable best estimate of CCC's anticipated or actual harm that might arise from a Customer Breach, and (iii) the Liquidated Damages are intended to constitute compensation, and not a penalty, for a Customer Breach. Customer’s payment of the Liquidated Damages is Customer’s sole liability and is CCC’s sole remedy for any Customer Breach.
12.10.    Deletion of Databases. Upon termination of the Agreement or within ten (10) days after CCC’s request, Customer shall provide written certification to CCC that all Databases and any data contained therein have been permanently deleted from Customer’s possession and that no copies remain in any form. CCC may, at its discretion, remotely disable or delete the CCC
Databases (No Access to Client Data) to prevent unauthorized use. Customer acknowledges that failure to comply with this provision constitutes a material breach. In such event, Customer
shall remain liable for applicable fees after termination and throughout any period of non-compliance, meaning Customer must continue paying CCC for the Databases until all such Databases and any data contained therein are permanently deleted. This obligation is without prejudice to CCC’s right to seek any remedy it deems appropriate.
13.    MISCELLANEOUS.
13.1.    No Success Guaranteed. The actual success of CCC Services varies and depends on a variety of factors. CCC expressly disclaims any warranty, express or implied, and makes no guarantee of success as to the CCC Services being timely, accurate, comprehensive, or that use of the CCC Services will in any way prevent Customer from being sued.
13.2.    Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the sole and entire agreement between the Parties with respect to the subject matter of this
Agreement, and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, whether written or oral, with respect to such subject matter. Each Party acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party that are not contained in this Agreement.
13.3.    Non-Solicitation. Customer acknowledges and agrees that the business of CCC is highly competitive, that CCC invests substantial resources in locating, hiring, and training employees, and that the loss of employees causes immediate, immeasurable, and irreparable harm, loss, and damage to CCC not adequately compensable by a monetary award. Accordingly, while this Agreement is in effect and for a period of one (1) year from the date of termination, Customer
agrees not to directly or indirectly solicit any employee, contractor, or agent of CCC to disengage employment or retention with CCC.
13.4.    Amendment and Modification. Except as otherwise expressly provided herein, any amendment or modification of this Agreement will be effective only when in writing and signed by an authorized representative of each Party.
13.5.    No Waiver. No waiver by any Party of any of the provisions of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver
thereof; and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13.6.    Governing Law; Submission to Jurisdiction. This Agreement and any dispute arising from the relationship between the Parties, shall be governed by and construed in accordance with Florida law, excluding any choice or conflict of law provision or rule that direct the application of another jurisdictions’ law. Except for an action to collect on a judgment against Customer or to enforce a subpoena or existing court order against Customer, any legal dispute between the Parties shall be brought and heard only in the state and federal courts of Hillsborough County, Florida, and the Parties consent to the jurisdiction of the same.
13.7.    Severability. If any provision(s) of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and
effect without being impaired or invalidated in any way and the Parties hereby agree to replace the void, invalid, or unenforceable provision with a new provision that achieves substantially
the same practical or economic effect and which is valid and enforceable.
13.8.    Survivability. Provisions of this Agreement which by their nature would survive termination hereof, including, without limitation, sections related to indemnity, limitations on liability,
intellectual property, confidentiality, and the payments due for CCC Services rendered will be deemed to survive the termination of this Agreement.
13.9.    Assignment. Customer may not assign or transfer any of its rights or delegate any of its
obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of CCC. Any purported assignment, transfer, or
delegation in violation of this section is null and void. CCC may assign or transfer any of its rights or delegate any of its obligations hereunder at any time without notice to Customer. This
Agreement shall be binding upon, and shall inure to the benefit of CCC, Customer, and their respective successors, heirs, and assigns.
13.10.    Compliance. Each Party is solely responsible for complying with Applicable Laws, including
obtaining all licenses, permits, approvals, consents, and authorizations necessary to conduct its business.
13.11.    Force Majeure. Except for the obligation to pay money, no default, delay, or failure to perform will be considered a breach of this Agreement if such default, delay, or failure to perform is
attributable to causes beyond its reasonable control, such as acts of God, acts of civil or military authority, acts of terrorism, fires, strikes, floods, severe storms, epidemics, quarantine
restrictions, war, riot, government regulations, or unforeseen delays in transportation and such default, delay, or failure could not have been prevented or circumvented by the non-performing
Party through the use of alternate sources, workaround plans, or other reasonable precautions. In the event of any such delay, the date of performance is to be extended for a period equal to the time lost by reason of the delay.
13.12.    Independent Contractors. The Parties to this Agreement are independent contractors. Nothing in this Agreement shall be deemed or constructed as creating a partnership, joint venture,
agency relationship, franchise, or business opportunity between CCC and Customer. Neither Party has, nor shall hold itself out as having, any authority to enter into any contract or create any obligation, whether express or implied, on behalf of the other Party except as expressly
provided herein.
13.13.    Exclusivity: The Parties agree that this Agreement forms a non-exclusive relationship between CCC and Customer.
13.14.    Equitable Relief. Each Party acknowledges that any breach or threatened breach of this Agreement involving an unauthorized use of Confidential Information, or the other Party’s
intellectual property will result in irreparable harm to the other Party for which no adequate remedy at law exists, and both Parties therefore agree that, in addition to any other remedies available, the Party that threatened to make or made the unauthorized use shall be entitled to injunctive relief, or other equitable relief, as appropriate.
13.15.    Controlling Document. Notwithstanding any inconsistent or additional terms and conditions
which may be contained in a purchase order, invoice, voucher, or other similar document issued by either Party, such document will be for issuing Party’s internal purposes only and the terms and conditions of this Agreement will prevail. Therefore, even if such document is
acknowledged or accepted by the receiving Party and regardless of any statement to the
contrary which may be contained therein, the inconsistent or additional terms and conditions of such purchase order, invoice, voucher, or other similar document will have no force or effect on this Agreement.
13.16.    Headings. The headings used in this Agreement are for convenience only and are not determinative of the meanings of any provision in this Agreement.
13.17.    Execution. This Agreement may be executed in any number of counterparts and by different
Parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the
same instrument.
13.18.    CCC Insurance.
13.18.1.    Commercial General Liability Insurance. CCC will maintain commercial general liability insurance covering all operations by or on behalf of CCC with limits of liability of not less than $2,000,000 per occurrence and $4,000,000 in aggregate.
13.18.2.    Cybersecurity Insurance. CCCC will maintain cybersecurity insurance with limits of not less than $5,000,000 per occurrence and $5,000,000 in aggregate.
13.18.3.    Automobile Insurance. CCCC will maintain automobile insurance with limits of not less than
$1,000,000 per accident.
13.18.4.    Workers’ Compensation Insurance. CCC will maintain workers' compensation insurance covering all operations conducted by employees on behalf of the CCC with liability limits of not less than $1,000,000 per accident, or as otherwise required by Applicable Laws.
13.18.5.    Proof of Coverage. CCC will provide Customer with certificates of insurance evidencing the insurance coverage outlined in this Agreement within five (5) business days of Customer’s request.
13.19.    Notices. Any written notice to be provided in accordance with this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight
courier (receipt requested); (c) on the date sent by e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) when delivered by certified or registered mail,
return receipt requested, postage prepaid. Refusal of delivery shall constitute effective notice. A party may update its address by providing written notice to the other party at least seven (7) days prior to the new address becoming effective. Such notices must be sent to the respective Party at the following address:
CCC
Customer
If Customer is located in California: 350 E Street, Santa Rosa, California, 95404
If Customer is located in any other state: 401 East Jackson St. Suite 3550 Tampa, FL 33602
Mailing address or email specified by Customer in the most current Service Order provided under this Agreement.
legal@dnc.com