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Verizon Connect WORK - Subscription Terms and Conditions

These terms and conditions (the “Terms”) together with the Order Form comprise the Agreement between the customer identified on the Order Form (“Customer”) and the Verizon Connect entity identified on the Order Form (“Verizon Connect”) for the purchase of subscriptions of Verizon Connect WORK services (the “Services”) and govern Customer’s access to and use of the Services. These Terms are incorporated into and made part of the Order Form, (the “Agreement”).

1. Licenses.

1.1 Subject to this Agreement, Verizon Connect grants to Customer a non-exclusive, non-transferable, non-sublicensable, revocable and limited right and license to access and use the Services for Customer’s internal business purposes.

1.2 By submitting Customer Data to the Services, Customer grants to Verizon Connect a non-exclusive, non-transferable, sub-licensable, irrevocable, terminable and limited license to (i) use Customer Data for purposes of delivering the Services to Customer and (ii) to transfer Customer Data to third parties, including in any additional countries, who may process such data on Verizon Connect’s behalf; provided however, that Verizon Connect shall handle Personal Information in accordance with Verizon Connect’s Privacy Policy.

1.3 If Customer activates any Third Party Applications to interoperate with the Services, Customer authorizes Verizon Connect to (i) allow Third Party Providers to access Customer Data and (ii) access and use Customer Data residing on the Third Party Applications. Customer acknowledges and agrees that Customer’s use of any Third Party Applications is governed by that Third Party Provider’s terms, and that Verizon Connect is not responsible for any Third Party Application or liable for any Loss resulting from or related to any Third Party Provider’s access to or use of any Customer Data.

1.4 Verizon Connect may provide hypertext links to sites on the Internet which are operated by third parties. Using an external hypertext link means that Customer is leaving Verizon Connect’s site(s), and Verizon Connect takes no responsibility for, and make no warranties, guarantees or representations in respect of, such linked sites.

1.5 The Services may contain certain Embedded Applications licensed to Verizon Connect. The right to access and use the Embedded Applications granted hereunder shall be subject to any underlying license to Verizon Connect from the third party licensor of the applicable Embedded Application, including any open source license terms with respect to open source code.

2. License Restrictions.

2.1 Customer agrees to use the Services only for the number of Users for which Customer has paid the applicable Fees.

2.2 Except as otherwise permitted in this Agreement, Customer will not (directly or indirectly):

(a) copy, distribute, modify, adapt, or create derivative works of the Services or any part thereof;

(b) incorporate or embed the Services or any part thereof into any of Customer’s products that it sells or delivers to third parties;

(c) use, or permit any third party to use, the Services for time-sharing, rental, or service bureau purposes;

(d) attempt to reverse engineer the Services or any portion thereof or otherwise to use the Services to provide similar services to others; or

(e) use the Services in any high risk activities or beyond any limits specified in the Documentation.

3. Customer Responsibilities.

3.1 Customer agrees to:

(a) independently obtain and pay for any services, hardware and software not included as part of, but necessary for the use of, the Services, including all communications, computers and devices;

(b) comply with all applicable Laws in connection with Customer’s and its Users’ use of the Services, including, but not limited to, data privacy and protection Laws, including Laws pertaining to the use and collection of Customer Data and any User or Personal Information;

(c) comply, and ensure each User accepts and complies, with the AUP, which may be modified by Verizon Connect from time to time provided that any modifications which materially adversely impact Customer or User, as applicable, shall first be subject to acceptance by Customer or User, as applicable;

(d) allocate to each User a unique user name and password, protect and secure all user names and passwords from unauthorized use and ensure that each User maintains the secrecy of their user name and password for accessing the Services, in connection with which Customer agrees to be responsible for all use of the Services made using any user names and passwords registered by, or allocated to, Customer, whether or not the use is made by Customer or someone else using Customer’s and its Users’ user names or passwords;

(e) take all reasonable security precautions to prevent unauthorized access to, or copying, use or disclosure of, the Services or any part thereof and notify Verizon Connect immediately in the event that Customer or any User becomes aware of the possibility of a breach of security related to the Services;

(f) establish proper operating methods consistent with the instructions contained in the online help documentation provided within the Services;

(g) comply with any requirements of telecommunications authorities or Internet service providers; and

(h) to provide accurate, complete and current information where required for Verizon Connect to provide Customer with the Services.

3.2 By using the Services, Customer agrees that Verizon Connect may use Customer Data in accordance with the Privacy Policy. Customer will protect the privacy rights of its Users and customers and will obtain and maintain all required consents from Users to allow Customer’s access, monitoring, use or disclosure of any data submitted to the Services and for Verizon Connect to provide the Services to Customer. Customer agrees to consult the Privacy Policy from time to time for any updates. Customer agrees that Verizon Connect may communicate with Customer and its Users by electronic messages regarding our various activities, events, the Services and Customer Data.

4. Support.

4.1 Verizon Connect will provide online documentation at  for technical assistance arising out of the Services. In addition, Customer may contact Verizon Connect at for technical issues with the Services. Customer must provide Verizon Connect with all reasonable assistance necessary for Verizon Connect to reproduce, diagnose and address any issues reported at .

4.2 Verizon Connect may suspend the Services: (i) in connection with any required maintenance; (ii) at any time to prevent damage to the Services; or (iii) at any time if Verizon Connect reasonably suspects that the Services, or any Verizon Connect site used to deliver the Services is being used, accessed or attacked in an unauthorized or illegal manner. If for any reason it is necessary to make the Services unavailable for an extended period of time other than for Customer’s non-payment of Fees, Verizon Connect will use reasonable efforts to notify Customer in advance by publishing the details of such maintenance within the Services.

5. Quantity and Fees.

5.1 Verizon Connect will provide Customer with an Order Form for the initial purchase which shall identify the initial Term of the Services, initial quantity of subscriptions purchased and Fees. Customer may order subscriptions for additional Users by purchasing such subscriptions within the Services. The terms of this Agreement shall apply to all such additional subscriptions. Such additional subscriptions shall be subject to an additional Fee at the rates then in effect under the Order Form. During the initial Subscription Term, Customer may decrease the number of subscriptions by sending an email to or as permitted within the Services, provided that during the initial Subscription Term Customer may not decrease the number of subscriptions below the initial quantity of subscriptions purchased on the initial Order Form. Any such reduction or addition of subscriptions will take effect beginning on the next billing period. On or before the day that is sixty (60) days before the last day of the Subscription Term, Customer may decrease the number of subscriptions below the initial quantity of subscriptions purchased on the initial Order Form, (the “Minimum”) by providing Verizon Connect with written notice to Customer may not decrease below the Minimum during the then-current Subscription Term. However, on or before the day that is sixty (60) days before the last day of the Subscription Term, Customer may decrease the number of subscriptions below the Minimum, (the “Renewal Minimum”) by providing Verizon Connect with written notice to . The Renewal Minimum will be updated upon each subsequent renewal.

5.2 Customer agrees to (i) purchase a subscription for each unique User to whom Customer provides access to the Services and (ii) pay the Fees for each subscription. Customer acknowledges and agrees that the Services may only be used by Users for whom Customer has purchased a subscription and paid the applicable Fees. Verizon Connect will monitor the total number of Users with access to the Services and charge Customer the incremental Fees owed for the additional Users. If Customer fails to pay the applicable Fees for any Users, Verizon Connect will suspend one or more User’s access to the Services.

6. Payments.

6.1 Customer will pay Fees in accordance with the schedule and by the payment method designated and in the currency stated on the Order Form. If no such currency is explicitly stated on the Order Form, then Customer shall make payment in the currency of the jurisdiction of Verizon Connect or as indicated in the applicable invoice. Customer will pay invoices within the number of days stated on the Order Form. In the event Customer has a valid dispute with any invoice or amount due, such dispute must be communicated in writing to Verizon Connect within thirty (30) days of the billing date, describing the amount, issue, and the reason for any dispute. Any amounts not disputed within this time frame will be deemed valid. Verizon Connect and Customer agree to work expeditiously to resolve any dispute. Fees quoted prior to Customer’s acceptance of the Order Form are subject to change at any time prior to Customer’s acceptance of the Order Form.

6.2 To the fullest extent permitted by Law, Fees paid are non-refundable. All amounts stated or referred to in this Agreement are exclusive of taxes (including sales, use, VAT or other taxes) other than taxes on Verizon Connect’s net income. Customer is responsible for payment of all applicable taxes, except as stated herein.

6.3 Verizon Connect reserves the right to suspend Services and performance of its obligations under this Agreement for any period during which any Fees are overdue. Overdue Fees or amounts are subject to interest at the rate of one and one half percent per month (or the highest rate permitted by Law, if less).

6.4 Customer will notify Verizon Connect immediately and, in any event, within thirty (30) calendar days of any change in Customer’s trade name, address, telephone number, credit card or billing information.

7. Term; Termination and Suspension.

7.1 This Agreement will remain in effect for the Term (as defined in Section 15).

7.2 The Subscription Term begins on the date identified on the Order Form as the Subscription Start Date and continues for the period set forth therein. If there is no Subscription Start Date identified, the Subscription Term begins on the Customer’s execution of the Order Form. The Subscription Term for additional subscriptions shall start when Customer purchases such subscriptions within the Services and shall continue for the remainder of the Subscription Term.

7.3 The Subscription Term for all subscriptions in effect as of the renewal date will automatically renew for successive periods of one (1) year each. If a party does not want the Services to automatically renew, it must provide the other party with written notice of non-renewal by date and method specified on the Order Form. Such notice of non-renewal will be effective upon the conclusion of the then-current Subscription Term.

7.4 Customer agrees that Verizon Connect may change the amount of Fees due per subscription at the start of each Renewal Term by giving no less than sixty (60) days’ notice prior to the end of the expiring Subscription Term.

7.5 Verizon Connect may terminate this Agreement immediately by written notice if at any time:

(a) any amount payable under this Agreement remains outstanding for fourteen (14) days following its due date;

(b) Customer commits a breach of, or fails to perform any or all of its obligations under, this Agreement and does not remedy that breach or non-performance (if capable of remedy) within ten (10) business days after receipt of notice from Verizon Connect;

(c) Customer becomes subject to insolvency or bankruptcy proceedings or is otherwise unable to pay its debts as and when they fall due; or

(d) Upon thirty (30) days prior written notice to Customer, without cause.

7.6 Customer may terminate this Agreement if Verizon Connect is in material breach of the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying such breach.

7.7 Customer may terminate this Agreement, without cause, upon thirty (30) days prior written notice to Verizon Connect. Should Customer choose to terminate in accordance with this Section, Customer will be subject to an early termination fee equal to the amount of all Fees and other amounts due and to become due hereunder. Such termination fee shall be paid in accordance with the payment section herein. This Section shall survive the termination of this Agreement for any reason.

7.8 Upon termination of this Agreement, all rights granted under this Agreement shall immediately terminate. Termination of this Agreement for any reason does not affect the rights and obligations of either party arising prior to termination, including the right to injunctive relief.

8. Warranties.

8.1 Each party warrants and represents that it has the rights, power and authority necessary to enter into this Agreement. Customer warrants and represents that the person executing the Order Form on Customer’s behalf has full corporate power and authority to enter into this Agreement and that Customer has not relied on any representation made by Verizon Connect other than as expressly stated in this Agreement. Verizon Connect warrants that it will provide the Services in accordance with their applicable Documentation.


8.3 Verizon Connect is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Neither Verizon Connect nor its wireless network partners make any warranties with respect to the availability of the Services or the performance of any wireless network.

8.4 Customer agrees that Customer’s access to third party material, including Third Party Applications, through the Services is at Customer’s own risk, that Verizon Connect makes no warranties for such material, and that Verizon Connect is not liable for any Loss resulting from, or associated with, the use or download of any such material, to the maximum extent permitted by Law. Customer is responsible for confirming all information for accuracy, including but not limited to applicable billing and/or tax rates, and for complying with all Laws.

9. Limitation of Liability.



9.3 These limitations of liability do not apply to Customer’s obligation to pay the Fees herein, to breaches of confidentiality, or to violations of party’s intellectual property rights by the other party.

9.4 This Agreement shall not be deemed to exclude or avoid any term, condition or warranty that cannot be excluded or avoided under applicable Law.

10. Intellectual Property Rights and Data.

10.1 Verizon Connect and/or its licensors and suppliers owns all rights, title and interest, including but not limited to all worldwide Intellectual Property Rights, in and to the Services. Customer does not acquire any right, express or implied, in the Services other than those specified in this Agreement. All rights in any technical information or data relating to the Services (other than Customer Data) is retained owned by Verizon Connect and/or its licensors and suppliers. Except for Customer Data, Customer hereby assigns to Verizon Connect any Intellectual Property Rights that Customer may otherwise have or acquire in the Services. Customer shall retain all Intellectual Property Rights in and to Customer Data, except for the limited license granted to Verizon Connect in Section 1.

10.2 Customer warrants that:

(a) Customer owns all the Intellectual Property Rights in or has the rights to use, and to allow Verizon Connect to use, Customer Data;

(b) the Customer Data will not infringe any Intellectual Property Rights of any third party or result in the failure to comply with any applicable Laws; and

(c) to the extent that Customer collects the Personal Information of any person for use in, or submits Personal Information to, the Services, that (a) Customer has notified the individual(s) whose Personal Information is collected or held of the anticipated use of such Personal Information by Verizon Connect; (b) Customer collects and/or uses Personal Information, and transfers it to Verizon Connect, only in compliance with applicable Laws, including all applicable data protection Laws; and (c) if Verizon Connect receives or processes any Personal Information on Customer’s behalf in connection with the Services, Customer remains the data controller in respect of such Personal Information and Verizon Connect shall be a data processor in respect of such Personal Information.

10.3 Customer has the ability to download Customer Data in accordance with the standard reporting tools within the Services. Customer agrees that Customer Data will not be returned to Customer and that Verizon Connect will not be responsible for any Loss pertaining to Customer Data.

11. Confidential Information.

Each party agrees to treat Confidential Information of the other party as it would treat its own confidential information, but in no event shall a party employ less than a reasonable degree of care in protecting the other party’s Confidential Information. Each party agrees to use the other party’s Confidential Information only for carrying out its obligations under this Agreement and not to disclose the other party’s Confidential Information without the other party’s prior written consent or as specified in this Agreement. This Section does not apply to Confidential Information which either party is required to disclose by any applicable Law or legally binding order of any court, or by a lawful requirement of any government or regulatory department, body, instrumentality, ministry, agency, recognized stock exchange or other authority which has jurisdiction over either party; provided, that the receiving party shall promptly notify the disclosing party prior to disclosure in order to provide disclosing party with a reasonable opportunity to protect its Confidential Information by protective order or other means.

12. Indemnification.

Verizon Connect will indemnify, defend and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) actually incurred by the Customer arising from any finally adjudicated claim that Customer’s use of the Services as provided by Verizon Connect, and not in conjunction with any third-party or customer-provided equipment, services, data or software, infringes any third party Intellectual Property Right. If the Services become the subject of such a third party infringement claim and, as a result of such claim, or the settlement thereof, the use of the Services is prohibited or enjoined, Verizon Connect will, at its sole option and expense, use commercially reasonable efforts to: (i) obtain right for Customer to continue to use the infringing Services at no additional cost; (ii) modify the infringing Services so that they become non-infringing; or (iii) replace the infringing Services with a non-infringing item. If none of the foregoing alternatives is, in Verizon Connect opinion, reasonably available, then Verizon Connect may terminate this Agreement and refund to Customer a pro-rated portion of any Fees paid in advance. No credit or refund shall be made for Services already provided to Customer. Notwithstanding anything to the contrary herein, Verizon Connect will have no liability for any claim to the extent it results from: (a) modification of the Services other than by Verizon Connect; (b) the combination, operation or use of the Services with any product or services not supplied by Verizon Connect; or (c) compliance with designs, plans or specifications furnished by or on behalf of Customer. THE PROVISIONS OF THIS SECTION SET FORTH VERIZON CONNECT’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

13. Miscellaneous.

13.1 Any notice to be given in respect of this Agreement shall be in writing and delivered by overnight courier, email or fax to the address or number of the recipient specified in this Agreement or most recently notified by the recipient to the sender. Notices shall be effective upon delivery or transmission to the recipient or production to the sender of a fax or email transmittal confirmation report.

13.2 If Customer is based in the United States, this Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the State of New York. The parties irrevocably agree that the courts of New York have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). The parties hereby irrevocably waive their right to trial by jury in any action, matter or proceeding arising from or relating to this Agreement or its subject matter.

If Customer is based in Canada, this Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Agreement will be interpreted as an Ontario contract, and shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or the transactions contemplated hereunder. Customer confirms that it has requested that this Agreement and all related documents be drafted in English. Any French translation hereof has been provided for information purposes only and does not have any legal value nor create any contractual relationship between the parties.

Les parties aux présentes ont exigé que la présente entente et tous les documents connexes soient rédigés en anglais. Toute traduction de celle-ci est non-officielle, est fournie à des fins d’information seulement et ne crée aucun lien contractuel entre les parties.

13.3 If any part of this Agreement is found to be invalid, void or unenforceable by a court or other competent authority, then the rest of the terms shall not be affected. Failure to enforce any provision of this Agreement will not constitute a waiver of any other provision.

13.4 Verizon Connect reserves the right to assign this Agreement to a third party at any time during the Term. This Agreement is personal to Customer, and Customer may not assign, sub-license, or transfer Customer’s rights or obligations hereunder, in whole or in part, to any third party without Verizon Connect’s written consent.

13.5 Except for Customer’s obligation to pay the Fees, neither party will be liable for non-performance or delay in performance of any of our obligations under this Agreement, or Loss or damage of any products, due to acts of God, failure of the Internet or another network, war, riot, civil commotion, embargo, strikes, fire, theft, delay in delivery of services of sub-contractors or sub-suppliers, shortage of labor or materials, confiscation or any other unforeseen event (whether or not similar in nature to those specified) outside that party’s reasonable control.

13.6 The parties are independent contractors, and this Agreement does not create an agency, partnership, or joint venture.

13.7 Those provisions that by their nature should survive termination of this Agreement will survive termination of this Agreement.

13.8 This Agreement contains the entire understanding of the parties relating to its subject matter. There is no other written or oral understanding, agreement, warranty or representation whether express or implied in any way extending, defining, varying or limiting this Agreement or otherwise relating to the subject matter of this Agreement. Any purchase orders provided by Customer shall be for Customer’s convenience only and shall not modify the terms of this Agreement or any Order Form.

13.9 This Agreement may be modified by Verizon Connect from time to time provided that any modifications which materially adversely impact Customer or the User, as applicable, shall first be subject to written acceptance by Customer. Customer may provide Verizon Connect with thirty (30) days written notice of its intent to terminate this Agreement, should Customer not accept such material changes to the Agreement.

14. Interpretation.

(a) The singular includes the plural and the plural includes the singular.

(b) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have corresponding meanings.

(c) Headings are for ease of reference and do not affect the construction of this Agreement.

(d) The words “includes”, “including” and “such as” and similar words are not intended to be words of, or imply any, limitation.

(e) If there is any inconsistency between any provision of this Agreement and any other document, the provision of this Agreement shall prevail to the extent of the inconsistency.

(f) This Agreement is the entire agreement for the sale of the Services and shall supersede all prior terms, understandings or agreements between the parties, including without limiting any previously agreed terms and conditions of any and all prior orders for the Services.

15. Defined Terms.

Unless the subject matter or context requires otherwise, in this Agreement the following words and expressions have the meanings ascribed to them below:

AUP means the Acceptable Use Policy or other end user terms and conditions which each individual User is required to accept to gain initial access to the Services.

Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday or bank holiday in the place where an act is to be performed or a payment is to be made.

Confidential Information means any material or information of a confidential nature including details of suppliers, customers, business practices and plans and in our case, the Intellectual Property Rights, provided by or emanating from a party ( the disclosing party) to the other party ( the receiving party) in relation to or in accordance with this Agreement Confidential Information includes, but is not limited to: pricing, business plans, customer lists, operational and technical data and product plans, and personal information. Notwithstanding anything to the contrary in this Agreement, Confidential Information excludes material or information which:

  1. is at the time of disclosure, or subsequently becomes, material or information in the public domain otherwise than by a breach by the receiving party of this Agreement; or
  2. becomes known by a party independently of the other party, otherwise than by any breach of a confidentiality obligation owed by a third party to the disclosing party.

Customer Data means material, information or data that Customer or a User uploads or otherwise submits or provides to the Services, including through the use of Third Party Applications.

Embedded Applications means any applications or services that Verizon Connect embeds in the Services and makes available to Customer and Users through the Services; for purposes of clarity, Embedded Applications do not include Third Party Applications.

End User Terms means the end user terms and conditions, acceptable use policy, or similar terms that are presented for acceptance by individual Users on accessing the Services.

Fees means the amounts payable to Verizon Connect by Customer, as set forth in the Order Form, and as varied from time to time in accordance with this Agreement.

Intellectual Property Rights means all rights, priorities and privileges relating to intellectual property of any nature, arising under copyrights, patents, design, service marks, trademarks, trade secrets, data bases, know-how, as well as licenses and applications relating to any of the foregoing, as well as anything (whether in material form or not) copied or derived from the above property or rights, in each case, recognized or arising under any Laws anywhere in the world related to the above.

Laws means all international, federal, state, regional, territorial and local laws, statutes, ordinances, regulations, rules, executive orders, of or by any government entity, or any authority, department or agency thereof, including those governing the receipt, creation, transmission, transfer (including, without limitation, any transfer across national borders), collection, retention, maintenance, storage, processing, use, disposal, destruction or disclosure of personally identifiable information (including, without limitation, relating to data loss, theft, breach of security notification obligations, on-line data tracking, and email and mobile communications), and any other laws in force in any jurisdiction (regulatory or otherwise).

Loss means any and all claims, liabilities, losses, obligations, penalties, judgments, awards, costs, expenses and damages disbursements (including, all costs, expenses and disbursements (including), including, without limitation, consequential damages, attorney’s fees and legal costs and disbursements on sustained or incurred, whether directly or indirectly, as well as any and all cost of investigating, preparing or defending any action, proceeding or investigation.

Order Form means the Order Form issued by Verizon Connect to provide Services to Customer subject to the terms of this Agreement.

Personal Information means all Customer Data that is comprised of information, including demographic data, that identifies an individual or for which there is a reasonable basis to believe it can be used to identify the individual, including any such information about your employees or customers, or Users, and, with respect to Users.

Privacy Policy means the privacy policy set forth at   as may be updated by Verizon Connect from time to time.

Renewal Term means each renewal of the Subscription Term.

Subscription Term means the period during which the Customer is authorized to access and use the Services, in accordance with the terms of this Agreement.

Term means the term of the Agreement, which begins on Customer’s acceptance of the initial Order Form and continue until the earlier of (i) the end of the last Subscription Term or (ii) the termination of this Agreement as set forth herein.

Third Party Applications means the software and data services that you elect to have interoperate with the Services; for purposes of clarity, Third Party Applications does not include any Embedded Applications, but shall include those applications, the use of which requires a license that you must obtain from a third party.

Third Party Providers means the suppliers of Third Party Applications.

User means an administrator, field worker, or other person to whom Customer provides access to the Services.