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E911 Addendum
Emergency Services Communications Addendum
HiveWatch provides E911 services (defined below) subject to this Emergency Services Communication Addendum (the “Addendum”), which are in addition to and supplement the Software as a Services Agreement, or other similar written agreement between the parties for the use of the Services (the “Agreement”). This Addendum is subject in all respects to the terms of the Agreement. In the event of any conflict between this Addendum and the Agreement, this Addendum shall control. Capitalized terms not elsewhere defined in this Addendum will have the meaning ascribed to them in the Agreement.
1. Definitions.
“911 Call(s)” means any call made dialing the digits 9-1-1 or clicking the button labeled “911” (or as such label may be modified by HiveWatch), each as may be available via the HiveWatch platform.
“911 Services” means functionality via the HiveWatch platform that allows end users to contact emergency services by dialing the digits 9-1-1 or clicking the button labeled “911” (or as such label may be modified by HiveWatch), each as may be available via the HiveWatch platform. The HiveWatch platform integrates E911 services provided by Twilio, Inc. (“Twilio”) and such services are available in locations supported by Twilio. Customer consents to the subcontracting of such services to Twilio pursuant to this Addendum.
“Approved Uses” means the use of 911 Services by Customer and End Users that use either an on-site or hosted PBX during customary business hours and should reasonably be expected to have reasonably customary 911 usage patterns due to the nature of such enterprise’s business or operations. Central station alarm and other similar call centers that direct calls to emergency services do not constitute “Approved Uses.”
“E911 Authority” means a municipality or other state or local government unit, or an authorized agent of one or more municipalities or other state or local government units to whom authority has been lawfully delegated to respond to public emergency telephone calls, at a minimum, for emergency police and fire services through the use of one TTN. For clarity, an E911 Authority may be an inpidual PSAP, or an entity responsible for the management and operation of multiple PSAPs within a given geographic area.
“End User” means the Authorized User placing a 911 Call from a Customer’s TTN (defined below) on behalf of or at the direction of the Customer.
“Enhanced 911” or “E911” means the ability to route an emergency call to the designated entity authorized to receive such calls serving the Customer’s provided address and to deliver the Subscriber’s telephone number and corresponding Registered Emergency Address or REA information automatically to the 911 professional answering the call.
“Public-Service Access Point” or “PSAP” means an answering location for 911 Calls originating in a given area. The E911 Authority may designate a PSAP as primary or secondary, which refers to the order in which calls are directed for answering. Primary PSAPs answer calls; secondary PSAPs receive calls on a transfer basis. PSAPs are public safety agencies such as police, fire, emergency, medical, etc., or a common bureau serving a group of such entities.
“Registered Emergency Address” or “REA” means the physical address provided by the Customer to be used for E911, which may be used to dispatch police, fire, emergency medical and other emergency response resources.
“SIP” means Session Initiation Protocol, which is the signaling protocol used between VoIP networks to establish, control, and terminate voice calls.
“Subscriber” means the Customer or telephone device assigned a TTN.
“Twilio Telephone Number” or “TTN” means a United States telephone number assigned to the Customer by Twilio and properly provisioned for Twilio incoming voice settings.
“VoIP” means Voice over Internet Protocol.
2. Service Description and Use of Service.
2.1 E911 Services. When an End User places a 911 Call, such call will typically be routed to the local PSAP that covers Customer’s REA. In limited circumstances, as further described below in Section 2.2, the 911 Call may be routed to a PSAP. Regardless of which PSAP the 911 Call is routed to, if the associated TTN is properly provisioned, the 911 professional will receive the (1) TTN associated with the 911 Call and (2) Customer’s REA.
2.2 PSAP Service. Certain TTN’s will not have access to E911 services. If Customer has TTN’s that do not have access to E911, 911 Calls will be routed to a PSAP. A 911 professional at the PSAP will ask for End User’s name, telephone number, and location, and then transfer the End User to the appropriate local PSAP or otherwise determine the best way to provide emergency services to the End User. 911 professionals answering calls in a PSAP will not receive the End User’s TTN or REA because PSAP’s are not equipped to receive, capture, or retain this information. Accordingly, the End User must provide this information to the 911 professional. Other reasons that an End User’s 911 Calls may be sent to a PSAP is if (a) there is a problem validating the REA provided by Customer during provisioning, (b) Customer is located in an area that is not covered by the land line 911 network, or (c) Customer has E911 service but these calls fail to complete and are routed to a PSAP for failover purposes.
2.3 Notwithstanding any term or condition of the Agreement or this Addendum to the contrary, Customer will only utilize the 911 Services pursuant to this Addendum for Approved Uses.
2.4 Customer will ensure that End Users do not block the TTN on a device they are using when placing a 911 Call and the TTN shall be made available in the From/P-Asserted-Identity SIP headers of the incoming SIP request.
2.5 The parties acknowledge and agree that E911 call routing may only be provided in territories where the PSAP or E911 Authority offers E911. All other 911 calls made by End Users successfully registered in Twilio’s database will be routed using the ten-digit outbound TTN or by a 911 professional.
2.6 Customer will provide Provider with and keep current the correct and valid REA for each TTN for which the Customer desires 911 Services. The REA provided must include sufficient information to enable emergency responders to locate the End User and must comply with all Multi-line Telephone System (“MLTS”) requirements applicable to Customer. For example, one MLTS requirement may be that for each End User and Subscriber located in a multi-floor building, Customer must include a floor or suite number as part of the REA. PROVIDER WILL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITIES, LOSSES, OR ANY OTHER CONSEQUENCES CAUSED BY CUSTOMER’S FAILURE TO KEEP ITS AND ITS END USERS’ REA INFORMATION UPDATED.
3. Customer Obligations. (i) Customer will be solely responsible for compliance with all applicable laws and/or other governmental requirements imposed or required by any state or other applicable governmental authority; and (ii) Customer will inform any party using (or any party that might use) the 911 Services of the difference between traditional 911 and VoIP 911 service in compliance with all applicable laws and/or other governmental requirements imposed or required by any governmental authority, including, without limitation, the FCC. For clarity, Provider will not be responsible if 911 Service is unavailable due to loss of power; certain features may not be compatible with 911 service; and Provider reserves the right to refuse provisioning or modification of features or service if such provisioning or modification adversely affects 911 service.
4. 911 Calling Labels. Provider will provide warning labels regarding E911 service limitations or unavailability. Customer agrees to place a label on or near the equipment through which 911 Services may be used.
5. Customer Testing. Customer will be solely responsible to test the 911 Services after installation and periodically throughout the Term and will notify Provider if Customer notes any issues at any time with the 911 Services. Customer agrees to test 911 Services and share the results of such testing at the request of Provider.
6. Fees. The fees for 911 Services are as set forth in the Order Form between the parties referencing this Addendum.
7. Termination of 911 Services. If Provider breaches this Addendum or the Agreement in connection with provision of the 911 Services, Customer’s termination right in connection with such breach is limited to termination of this Addendum and any 911 Services. To the extent Customer is eligible for any credits in connection with provision of the 911 Services pursuant to the service level policy in effect, such credits shall be limited to the 911 Services.
8. Disclaimers.
8.1 CUSTOMER ACKNOWLEDGES AND AGREES THAT PROVIDER’S 911 SERVICES ARE INTERNET BASED AND THAT INTERNET 911 SERVICES ARE DIFFERENT THAN THAT OF TRADITIONAL WIRELINE SERVICE. CUSTOMER FURTHER ACKNOWLEDGES THAT PROVIDER’S 911 SERVICES MAY NOT SUPPORT E911 DIALING IN THE SAME MANNER AS TRADITIONAL WIRELINE PHONE SERVICE. FOR E911 TO BE ACCURATELY ROUTED TO THE APPROPRIATE EMERGENCY RESPONDER, THE CUSTOMER MUST PROVIDE THE REA FOR THE ASSOCIATED TTN. USE OF PROVIDER’S 911 SERVICES REQUIRES AN ACTIVE HIVEWATCH PLATFORM SUBSCRIPTION AND IS SUBJECT TO THE SUSPENSION AND TERMINATION RIGHTS SETS FORTH IN THE AGREEMENT.
8.2 CUSTOMER ACKNOWLEDGES AND AGREES TO INFORM END USERS OF THE POTENTIAL COMPLICATIONS ARISING FROM E911 DIALING. SPECIFICALLY, CUSTOMER ACKNOWLEDGES AND AGREES TO INFORM ALL EMPLOYEES, GUESTS, AND OTHER THIRD PERSONS WHO MAY ALSO BE END USERS THAT E911 SERVICES WILL NOT FUNCTION IF THERE IS A SERVICE FAILURE DUE TO ANY OF THE FOLLOWING CIRCUMSTANCES: (A) POWER FAILURE, (B) SUSPENDED OR TERMINATED BROADBAND SERVICE, (C) SUSPENSION OR TERMINATION OF SERVICES DUE TO BILLING ISSUES OR DELINQUENT OR UNPAID INVOICES, (D) USE OF CERTAIN FEATURES WHICH ARE NOT COMPATIBLE WITH 911 SERVICES, AND/OR (E) ANY OTHER SERVICE OUTAGES NOT DESCRIBED HEREIN. PROVIDER RESERVES THE RIGHT TO REFUSE PROVISIONING OR MODIFICATION OF FEATURES OR SERVICE IF SUCH PROVISIONING OR MODIFICATION ADVERSELY AFFECTS THE 911 SERVICES.
8.3 CUSTOMER FURTHER ACKNOWLEDGES THAT FAILURE TO PROVIDE A CORRECT PHYSICAL ADDRESS IN THE REQUISITE FORMAT MAY CAUSE ALL E911 CALLS TO BE ROUTED TO AN EMERGENCY SERVICE PROVIDER NOT LOCATED NEAR THE END USER. FURTHERMORE, CUSTOMER RECOGNIZES THAT USE OF THE 911 SERVICES FROM A LOCATION OTHER THAN THE LOCATION INDICATED IN THE REA MAY RESULT IN E911 CALLS BEING ROUTED TO AN EMERGENCY SERVICE PROVIDER NOT LOCATED NEAR THE END USER.
8.4 CUSTOMER ACKNOWLEDGES AND AGREES THAT PROVIDER, THE UNDERLYING CARRIER, TWILIO, AND ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY OR ANSWERING OF 911 SERVICES OR IN RESPONDING TO 911 CALLS, NOR THEIR OFFICERS OR EMPLOYEES, MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, LOSS, FINE, PENALTY OR COST (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE PROVISION OF 911 SERVICES TO CUSTOMER.
9. Indemnification. The following terms apply in addition to the terms and conditions of the Agreement, including, without limitation, any applicable indemnity provisions: Customer agrees to release, indemnify, defend, and hold harmless Provider and its subcontractors, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an “Indemnitee”) from any claims, suits, proceedings, expenses, losses, liabilities, or damages (“Claims”) by any party or parties arising out of the use or attempted use of Provider’s services by any person for purposes of placing 911 Calls, including (a) Claims of infringement or invasion of the right of privacy or confidentiality of any person or persons; or (b) all other Claims arising out of any act or omission of Customer or any End User of Customer’s services, caused or claimed to have been caused, directly or indirectly, by the installation, operation, failure to operate, maintenance, removal, presence, condition, occasion or use of the 911 Services, features, and the equipment associated therewith, or by any services furnished by Provider in connection therewith, including, without limitation, the identification of the TTN, address or name associated with the telephone used by the party or parties accessing 911 Services hereunder, the incorrect routing of any 911 Call, or the mishandling of any 911 Call by 911 professionals. Customer will defend the Indemnitees against any such Claims and will pay, without limitation, all litigation costs, reasonable attorney’s fees and court costs, settlement payments, and any damages awarded or resulting from any such Claims. Any exclusion of damages or limitation of liability in the Agreement shall not apply to Customer’s indemnity obligations set forth in this Addendum.
10. Limitation of Liability. THE FOLLOWING APPLIES IN ADDITION TO THE TERMS AND CONDITIONS OF THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY APPLICABLE LIMITATIONS OF LIABILITY: (I) CUSTOMER AGREES THAT ABSENT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY PROVIDER, PROVIDER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE SUSTAINED BY CUSTOMER OR ANY END USERS DUE TO ANY FAILURE IN OR BREAKDOWN OF THE COMMUNICATION FACILITIES ASSOCIATED WITH PROVIDING THE 911 SERVICES, OR FOR ANY DELAY, INTERRUPTION OR DEGRADATION OF THE SERVICES WHATSOEVER; (II) IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY TO CUSTOMER FOR ANY LOSS ARISING OUT OF THE 911 SERVICES PROVIDED PURSUANT TO THIS ADDENDUM OR ANY ERRORS, INTERRUPTIONS, DEFECTS, FAILURES OR MALFUNCTIONS OF THE 911 SERVICES PROVIDED PURSUANT TO THIS ADDENDUM, INCLUDING, WITHOUT LIMITATION, ANY AND ALL EQUIPMENT AND DATA PROCESSING SYSTEMS ASSOCIATED THEREWITH, EXCEED THE LESSOR OF A) AMOUNTS PAID OR PAYABLE BY CUSTOMER HEREUNDER FOR THE 911 SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR B) $5,000. THE PARTIES WAIVE ANY CLAIM THAT THESE EXCLUSIONS OR LIMITATIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THE AGREEMENT AND/OR THIS ADDENDUM TO FAIL OF ITS ESSENTIAL PURPOSE; AND (III) CUSTOMER FURTHER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT PROVIDER HAS NO CONTROL OVER HOW A FOREIGN ADMINISTRATION OR THIRD-PARTY CARRIER ESTABLISHES ITS RULES AND CONDITIONS PERTAINING TO INTERNATIONAL TELECOMMUNICATIONS SERVICE.