ConvergeIT庐: IVR Services 鈥 Additional Terms
1. SERVICES.
(a) 金世博棋牌 will provide Client the IVR services (鈥淐onvergeIT: IVR Services鈥) as identified forth in the applicable fee exhibit.
(b) Client Responsibilities
(i) Client will facilitate timely cooperation with any necessary third parties in order for 金世博棋牌 to provide the ConvergeIT: IVR Services.
(ii) Client is, and shall remain, solely and exclusively responsible for any and all financial risks associated with the ConvergeIT: IVR Services.
(iii) Client will use, and will instruct its customers or members in the use of, ConvergeIT: IVR Services in accordance with such usage rules as may from time to time be established by 金世博棋牌 and furnished by 金世博棋牌 to Client.
(iv) Client assumes exclusive responsibility for (A) the consequences of any instructions it may give to 金世博棋牌, (B) Client鈥檚 or its customers鈥 or members鈥 failures to access ConvergeIT: IVR Services properly in the manner prescribed by 金世博棋牌, and (C) Client鈥檚 failure to supply accurate input information, including, without limitation, any information contained in an application.
(v) Client is expressly prohibited from extending any warranty or warranties on 金世博棋牌鈥檚 behalf to any person.
(vi) Client agrees to provide all support for ConvergeIT: IVR Services for its customers or members.
(vii) Client will be responsible for the payment of all telecommunications expenses associated with ConvergeIT: IVR Services.
(viii) Client will license and operate the necessary account processing software, any applicable middleware application, ConvergeIT: IVR interface application and all related software required to support 金世博棋牌鈥檚 operation of ConvergeIT: IVR Services. The applicable middleware application must define the contents of the message, message format, error condition handling, and security wrappers.
(c) Payment Functionality. If Client elects payment functionality, including ACH functionality, as identified in the applicable fee exhibit, the following shall apply:
(i) Client recognizes that 金世博棋牌 may utilize certain financial institutions and other nationally recognized debit and credit card networks (鈥淧rocessors鈥) in connection with providing the ConvergeIT: IVR Services and that Processor鈥檚 systems, rules and fees are outside the control of 金世博棋牌. Client will comply with the rules of such Processors as they apply to the ConvergeIT: IVR Services. Further, if 金世博棋牌 receives a compliance notice from any Processor, the parties agree to use commercially reasonable efforts to resolve such compliance issue as required by such Processor in order to avoid or mitigate any potential fines thereunder.
(ii) Client acknowledges that the crediting of Client Bank Accounts (or debiting in the event of a chargeback) may be performed by Processors contracted by 金世博棋牌, and the actual electronic payments may be controlled by such Processors. 金世博棋牌 is not responsible for delays caused by such Processors. Client鈥檚 obligation to repay chargebacks resulting from customers鈥 transactions received through the 金世博棋牌 system shall survive any termination or expiration of the ConvergeIT: IVR Services.
(iii) Merchant of Record. To the extent Client desires that Client use the CovergeIT: IVR Services to process payments, Client acknowledges that 金世博棋牌 shall be required to acquire a merchant identification number under 金世博棋牌鈥檚 existing merchant agreement indicating Client as the Merchant of Record to facilitate the receipt of customer payments on Client鈥檚 behalf. In such event, Client agrees to execute a rider to 金世博棋牌鈥檚 merchant agreement, in the form provided by 金世博棋牌.
(iv) Third Party Payment Services. 金世博棋牌 contracts with third party bill payment providers (鈥淭hird Party Payment Services鈥) (e.g., internet-based banking sites and walk-in bill payment providers) to accept payments collected by the Third Party Payment Services and enable the posting of these payments to Client鈥檚 accounts receivable system in the same manner that payments are posted through the ConvergeIT: IVR Services. Client may elect to use the Third Party Payment Services, subject to the standard applicable fees or the fees identified in the applicable fee exhibit, thereby authorizing 金世博棋牌 to: (a) include these payments in the daily reports and remittance files, and (b) provide the funding for these payments in conjunction with Client鈥檚 regularly scheduled deposits.
(v) Communication/Transmissions. Client will allow 金世博棋牌 to transmit to and receive from Client鈥檚 computerized billing system (the 鈥淗ost Computer鈥) transaction information necessary to enable customers to use the 金世博棋牌 system and to properly debit and credit Client Bank Accounts. Transmissions will occur on 金世博棋牌's normal business days
(d) ACH Functionality. If Client elects to use ACH functionality, as identified in the applicable fee exhibit, the following shall also apply:
(i) Client鈥檚 customers or members will be permitted access to the 金世博棋牌 system (including usage of a toll free telephone number) in English and, if applicable, in any other language(s) offered by 金世博棋牌 (subject to applicable fees), and will be able to enter information that will authorize electronic payments to Client. 金世博棋牌 will complete the transmission of electronic instructions input by customers to effect the debiting of customers鈥 accounts or the crediting of Client鈥檚 designated bank account(s) (鈥淐lient Bank Accounts鈥) via electronic funds transfer (鈥淓FT鈥), automated clearing house (鈥淎CH鈥) or by other method mutually agreed by the parties and the customer.
(ii) 金世博棋牌 is solely responsible for any process charges, merchant discounts and other fees that arise in connection with the authorization and settlement of payment transactions through the 金世博棋牌 system. Client will pay any other charges or fees imposed by Processors in connection with return items or chargebacks against sums paid to Client (collectively 鈥淧rocessor Charges鈥), and hereby authorizes 金世博棋牌 and its Processors to: (A) withhold the amount of Processor Charges from future credits to Client Bank Accounts, and (B) debit Client Bank Account for such Processor Charges. If 金世博棋牌 is required by a Processor to pay such Processor Charges, Client will reimburse 金世博棋牌. Notwithstanding the foregoing, the Parties will cooperate with one another in the investigation and resolution of any alleged mistakes or errors. Client acknowledges and agrees that Processors are intended third party beneficiaries under this paragraph.
2. PERFORMANCE
(a) Technical Support. Client will provide all technical support to its customers. 金世博棋牌 will provide second level Technical Support to Client鈥檚 customer support representatives. 鈥淭echnical Support鈥 means 金世博棋牌 will take an initial technical support inquiry from Client and initiate the troubleshooting process. 金世博棋牌 shall use commercially reasonable efforts to determine the source of technical support issues, and to remedy the issue. Technical Support is available as described in this Schedule.
(b) Client acknowledges and understands that the ConvergeIT: IVR Services may be subject to unavailability due to congestion or overload on public circuits supplied by third parties or due to downtime by such third parties.
3. ADDITIONAL TERMS. The following additional terms apply to ConvergeIT: IVR Services:
(a) Alternative Services. During the term of the ConvergeIT: IVR Services, 金世博棋牌 may provide written notice to Client that it is offering a product and/or service of substantially similar functionality and use as all or any portion of the ConvergeIT: IVR Services provided pursuant to these Additional Terms. Following such notice, either party may elect to transition Client to such product or service, subject to (i) providing the other party with written notice at least 90 days prior to such transition and (ii) 金世博棋牌 and Client entering into a separate schedule to the Agreement for such product and/or service.
(b) 金世博棋牌 may modify service procedures or fees as a result of changes in telecommunication rates, Processor fees or Processor policies and procedures or, after the first anniversary of the effective date of the term of the ConvergeIT: IVR Services, for any reason. Any modification shall be preceded by written notice from 金世博棋牌 at least 30 days prior to such change.
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