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The parties agree that this APPENDIX 1 may be executed by execution of this or a governing document. The parties further agree that such execution may occur by any means of signature, including via electronic commerce or transmission, including facsimile, email, or acknowledgement through a webpage. To that end, by executing the Services Order, Customer agrees to be bound by the all the terms and conditions of the Agreement, including this APPENDIX 1. The terms of this APPENDIX 1 are supplemental to, and are not in lieu of any of the terms of the Agreement. In the event of a conflict between a Schedule, including the MSA, and this APPENDIX 1, the terms the APPENDIX 1 shall prevail but only for the express purposes, and the subject matter of the conflicting provision of this APPENDIX 1. Notwithstanding the foregoing, in the event a provision in the Agreement begins with “without limiting” or “notwithstanding,” such provision of the Agreement shall prevail over a conflicting provision.


1.1. Additional Users: Users added after the Provision Date.

1.2. Administrator: A Customer technical, operational and support personnel authorized to use the administrative functions and features of the Services, but not otherwise authorized to use the Services in production.

1.3. Affiliate: A business entity that is not deemed adverse to other party’s business interest and that: (a) Controls the party; (b) is Controlled by the party; or (c) is under common Control with the party, but only during the time that such Control exists. For the purposes of this definition, “Control(led)” is the ability to determine the management policies of an entity through ownership of a majority of shares or by control of the board of management.

1.4. Agent Text Portal Fees: Please see, ATP Fees:

1.5. Agent Voice Port Fees: Please see, AVP Fees.

1.6. Agreement: The applicable Services Orders, MSA and each of the referenced or incorporated Schedules.

1.7. Agreement Term: The term during which the Agreement is effective. The Agreement Term commences upon execution of the MSA, and ends upon termination by either party, in accordance with the applicable termination provisions of the Agreement.

1.8. Alert Call: A call where a Message is transmitted to a Person or device and the call does not enable a Person to connect to Customer’s call center or allow any interaction (e.g. survey, questionnaire, poll) other than repeating the Message.

1.9. Alert Call Minute Fees: Time-Based; per minute charges which begin when the Alert Call is picked up by any Person or device and ends when the call is terminated. Except for calls that result in a busy signal or no answer (human or machine), Alert Call Minute Fee charges will be assessed on all calls. Alert Call Minute Fees are billed in 6-second increments, with a 6-second minimum. If Customer elects to have calls hang-up on answering devices, each such call will be charged for 12 seconds; and, when Customer initiates a call that results in a Bad Number, each such call will be charged for 12 seconds.

1.10. Alert Call Minutes: Minutes consumed by an Alert Call.

1.11. Application: Computer software designed to perform specific business tasks for the User or end customer of Genesys Software (as opposed to System core or middleware which serve the Application, but not the User).

1.12. Application Performance Reports: Please see, CX Analytics.

1.13. Applied Discount: Percentage to be applied to reduce Fees.

1.14. ATP Fees: Fees that are calculated per User, on a monthly basis. Normal Text Messaging rates apply (either standard rate or FTEU) to the subject Text Message. No additional Fee is applied to incoming or outgoing Text Messages received by or sent via Agent Text Portal.

1.15. AVP: Please see, Agent Voice Portal.

1.16. AVP Connection: The various connection types of AVP. AVP Connections comprise the following: Dial-In Toll connections occur when a User dials into a Genesys-VoIP Services toll number to establish connection; Dial-Out Toll: connections occur when a User dials out to a Customer-provided Telephone Number; Dial-Out Toll Free: connections occur when a User dials out to a Customer-provided Toll Free Number; Private Network Customer: connections establish a private network connection into a Genesys Cloud Service. Customer provides network switch and firewall.

1.17. AVP Fees: AVP Fees are based upon Users, not minutes but will be included in the same Genesys Cloud Service category as Outbound/Inbound Direct Connect Calls. AVP Fees may be assessed as AVP Maximum Concurrent User Fees or AVP Fixed Users Fees.

1.18. AVP Fixed Users: A fixed number of AVP Users assessed pursuant to AVP Fixed User Fees.

1.19. AVP Fixed User Fees: AVP Fees of a fixed number of Users payable for each billing period of the Term. AVP Fixed User Fees are based on the maximum Concurrent logins per billing period. Notwithstanding the foregoing, the number of AVP Fixed Users can be increased at any point during the Subscription Term. Increases take effect immediately. Decreases can be accommodated if no Minimum Monthly Commitment or other such commitment exists in respect of the AVP Fixed User Fees. Decreases, if applicable, take effect the later of the beginning of the next billing period; or, seven days from and after the request. Any such change shall not affect any commitments on the part of Customer.

1.20. AVP Maximum Concurrent User: AVP Users based on the maximum concurrent logins per Billing Period. AVP Maximum Concurrent Users can also be set to a maximum User limit. User access over the maximum limit set will be denied.

1.21. Bad Number: A telephone number that when called results in a SIT (Special Information Tone) or equivalent.

1.22. Billing Period: The timing and frequency of Genesys generating invoices.

1.23. Business Exception: A notation on a Services Order that serves to modify the Agreement for purposes of such Services Order. In the event of conflict between the Agreement and the Business Exception, the Business Exception will prevail, but only for its express purposes and subject matter.

1.24. Call Data Reports: Please see, CX Analytics.

1.25. Call Storage Fees: Fees that are assessed at a rack rate per minute of the call stored for first 30 days of storage. Long term storage (longer than 30 days) is available on a monthly basis. One time PS Implementation Fees will apply.

1.26. Call Volume Reports: Please see, CX Analytics.

1.27. Client Management: The Professional Services in respect of the Genesys Cloud Communication Platform, set forth as Schedule A to this APPENDIX 1, and accessible at or Client Management.

1.28. Commercial Electronic Mail Message (or Email, or Email Message): An electronic mail Message the purpose of which is: (a) the commercial advertisement or promotion of a commercial product; or, (b) a transactional or relationship messages as defined in 15 U.S.C. § 7702.

1.29. Communication Fees: Communications Circuits Fees and VoIP Services Fees for the respective services provided by the applicable service provider, via Genesys. Communication Fees include any fees or charges imposed by third party carriers or service providers to install or initiate service for Customer (including Communications Circuits Installation Fees), and charges and/or penalties associated with the termination of Communications Circuits or VoIP Services.

1.30. Communications Circuits: Data and voice communications circuits described in the applicable User Guide provided by one or more telecommunications service providers, via Genesys, for use by Customer that may be made only in connection with Customer’s use of the Genesys Cloud Service. Communications Circuits shall not include any other voice, data, long distance services or other external network facilities required to enable Customer to use the Genesys Cloud Service in the manner intended; such other facilities will be provided by and paid for by Customer.

1.31. Communications Circuits Fees: The Fees billed to Customer on an actual or estimated basis each month (and if billed on an estimated basis, will be reconciled in the following billing period). Communications Circuits Fees include the monthly rental and/or usage charges for all Communications Circuits, (including any applicable taxes).

1.32. Communications Circuits Installation: Installation, per Communications Circuit, where Communications Circuits include one or more dedicated MPLS or point-to-point Voice or Data T-1 lines.

1.33. Communications Deposit: The estimated charges for one month’s usage of the data and voice Communications Circuits and/or long distance charges and Communications Circuits Installation Fees. The amount of the Communications Deposit at the inception of this Agreement will be set forth in the applicable Services Order, and will be adjusted from time to time to reflect actual Communication/long distance usage charges incurred by Customer.

1.34. Concurrent: Actual simultaneous use of a Genesys Covered Product by a User, application, or System component, as applicable.

1.35. Concurrent User or Simultaneous User: The peak number of Concurrent or simultaneous Users at a point in time.

1.36. Concurrent User or Simultaneous User Fees: Charges for use of the Genesys Cloud Service by peak number of Concurrent or Simultaneous Users in the applicable month.

1.37. Confidential Information: Any information disclosed by one party to the other party, or otherwise learned by the recipient from the discloser, marked “confidential” or disclosed or learned under circumstances that would lead a reasonable person to conclude that the information was confidential. Notwithstanding the foregoing and in all cases whether or not marked “confidential” or otherwise identifiable as confidential, the Covered Products shall be deemed to be Confidential Information of which Genesys is the discloser. In addition, whether or not marked “confidential” or otherwise identifiable as confidential, the following information shall be deemed Confidential Information of the discloser: inventions, technical know-how, product development plans, education materials, pricing, marketing plans and customer lists.

1.38. Confidentiality Period: The period during which recipient shall hold all Confidential Information received under the Agreement Term in confidence.

1.39. Contributions: Creations and Feedback

1.40. Covered Products: any portion or all of the Genesys Cloud Service, Licensed Software, Maintenance and Support, and Professional Services.

1.41. Creation: any: (a) modifications or improvements to the Protected Assets (to the extent they are not based upon, use or include Customer Property; (b) Derivative Works that are made by or for Customer or its employees, agents or contractors (to the extent they are not based upon, use or include Customer Property); and/or any (c) invention or creation made by or for Customer or its employees, agents or contractors that is based upon or uses the Existing Intellectual Property or other proprietary or Confidential Information of Genesys

1.42. Customer: The non-Genesys (or non-Genesys Related Party) party to the Agreement identified in a Services Order.

1.43. Customer Data: (a) all data submitted through the Genesys Cloud Service by Customer or Users; and (b) the non-anonymized content of any reports generated by the Genesys Cloud Service regarding Customer’s use of the Genesys Cloud Service.

1.44. Customer Property: Customer Existing Intellectual Property, Customer Confidential Information and Customer Data

1.45. CX Analytics Fees: Fees for use of CX Analytics; assessed at the following: (a) for Minimum Period Fees that are less than US$1,500: the greater of (i) 10% of the Minimum Period Fees; or, (ii) US$250.00; (b) for Minimum Period Fees that are equal to or greater than US$1,500: the greater of (i) 10% of the Minimum Period Fees; or, (ii) US$500.00.

1.46. CX Builder: Web-based tool for platform for building, deploying and managing interactions on the CX Platform.

1.47. Dedicated IP and Mailing Domain Name Fees: Fees that are for the Dedicated IP and Mailing Domain Name. Dedicated IP and Mailing Domain Name Fees are annual Fees, due upon the Provision Date, and upon each subsequent anniversary of the Provision Date.

1.48. Dedicated Short Code: A randomly-selected Short Code that is dedicated to Customer at its request, and is not utilized by others.

1.49. Deposits: The Monthly Deposit, the Communications Deposit and the Toll-Free Deposit.

1.50. Derivative Work: A new or modified work that is based on or derived from all or any part of the Protected Assets, including without limitation, a revision, modification, translation, localization, adaptation, abridgment, port, condensation or expansion, in any form, of the Protected Assets, or any work that would infringe any copyright if created without the authorization of the copyright holder or any other intellectual property right in the Protected Assets or that uses trade secrets or other Confidential Information embodied in or used by the Protected Assets.

1.51. Device: A physical unit, that is connected to a System or network but is separate from it, and can be configured to provide network management data in respect of on-premises environments. The total number of Devices to be monitored is subject to right to use rules for the specific device type. Examples of Devices are IP PBX, router, VoIP, phone, etc..

1.52. Device (VitalSuite only): A unit that is connected to the CPU but is separate from it; total number of Devices (Vital Suite) to be monitored is subject to right to use rules for the specific device type; a unit that is connected to the network and can be configured to provide network management data. The number of Devices (Vital Suite) that can be monitored by a single RTU (Right to Use) varies per Device (Vital Suite) type. Examples of Devices (Vital Suite) are IP PBX, router, VoIP, phone, etc..

1.53. Direct Connect: a call where a Person has elected to connect to Customer’s call center system after having received an Interactive Call.

1.54. Direct Connect Minutes: Fees for Direct Connect; comprise the minutes consumed by a Direct Connect, until it terminates. Direct Connect Minute charges begin when Customer’s contact center phone system picks up the Interactive Call. There are two types of Direct Connect Minutes: (a) Outbound Direct Connect Minutes for directly connecting on an outbound call (i.e., a call initiated on the Genesys Communication Platform by or for Customer); and, (b) Inbound Direct Connect Minutes for directly connecting from an inbound call (i.e., a call initiated by a Person using a Telephone Number provided by Customer).

1.55. Direct Dialing Inward: Please see, Local DID Numbers.

1.56. Direct Inward Dialing: Please see, Local DID Numbers.

1.57. Documentation: Applicable technical published manuals that accompany the Licensed Software delivered to Customer.

1.58. EchoPulse User: A User authorized to view and chose amongst options for viewing EchoPulse real time reporting application parameters.

1.59. Effective Date: The effective date of the Agreement, or portion thereof (e. g. a Services Order or SOW executed subsequent to the original Services Order) which is the date of the last signature of, or as otherwise stated in, the linking Services Order or SOW.

1.60. Email: Please see, Commercial Electronic Mail Message.

1.61. Email Message: Please see, Commercial Electronic Mail Message.

1.62. Email Message Fees: A per Message charge for transmitting Emails through the Genesys Communication Service.

1.63. Enabled: A statically configured Port of the Genesys Cloud Service, or Seat or of Genesys Software or configuration on behalf of a User of either the Genesys Cloud Service or the Licensed Software that enables a Customer to use the Port, or Seat or enables the User to use the Genesys Cloud Service/Licensed Software, whether or not in use.

1.64. Enabled Port: A statically configured Port of the Covered Products that enables a Customer to use the Port, whether or not in use.

1.65. Enabled User: A unit of the Genesys Cloud Service or Genesys Software Enabled for use by a User, and deemed a User regardless of whether the User is using the Genesys Cloud Service or Genesys Software.

1.66. Engage Platform: The Genesys Cloud Communication Service that provides a single, unified platform supporting fully-integrated, multi-channel proactive customer communication messaging strategies (voice, text, email, web and dialer) and follow up reporting.

1.67. Enterprise (ELA): An agreement to license the entire population of an entity (employees, on-site contractors, off-site contractors or otherwise defined) accessing a specific list Licensed Software for a specified period of time for a specified value.

1.68. Enterprise User: A User that may use any Licensed Software made available based on an Enterprise License agreement (“ELA”).

1.69. Evaluation Software: Licensed Software licensed only for the purpose of internal evaluation and demonstration.

1.70. Evaluation Software Term: Consecutive time period during which Evaluation Software is licensed for use by Customer.

1.71. Excess Port Use: Per minute, per month Port use in excess of the number of Port Subscriptions. Customer acknowledges that Excess Port Use may not be available for any reason, including system load or other operational factors. Genesys reserves the right at any time for any reason, to suspend or terminate any Excess Port Use.

1.72. Existing Intellectual Property: Any and all technology, know how, software, data, ideas, formulae, processes, charts, Confidential Information, and any other materials or information and any and all worldwide intellectual property rights therein and thereto (a) owned or controlled by either party on the Effective Date or (b) developed by either party outside the scope of the Agreement and which does not use the other party’s Existing Intellectual Property or Confidential Information.

1.73. FDCPA: Fair Debt Collection Practices Act.

1.74. Feedback: any suggestions, enhancement requests, recommendations, report, feedback, proposals, anonymized statistical data or other information concerning the Protected provided by Customer to Genesys hereunder to the extent exclusive of Customer’s Existing Intellectual Property. Notwithstanding anything to contrary herein contained, in no event shall Feedback be deemed Customer Existing Intellectual Property unless such Feedback existed on or before the Effective Date.

1.75. Fees: All fess paid or payable under the Agreement.

1.76. Fines: Any and all charges, penalties, fines or other amounts imposed by Providers/providers of the Genesys Cloud Communication Services provided to Customer.

1.77. Force Majeure: Delays or failures on performance resulting from acts beyond the control of a party. Such acts include acts of God, strikes, lockouts, riots, acts of war, terrorism, epidemics, Laws effective after the Effective Date, fire, communication line failures, power failures, earthquakes or other disasters natural or man-made.

1.78. Free-to-End-Subscriber (or FTEU) Messages: Are mobile originated and mobile terminated Text Messages sent and received that are free of charge to the end user.

1.79. FTE: Full-Time-Equivalent, is a unit that indicates the workload or time period of services provided by personnel in a way that makes workloads comparable across various contexts. FTE is often used to measure one or more workers’ timed involvement. An FTE of 1.0 means that the total time of service is equivalent to a full-time personnel, while an FTE of 0.5 signals that the time period of personnel services is half-time.

1.80. FTEU: Please see, Free-to-End-Subscriber.

1.81. GCP: Please see, Genesys Customer Portal.

1.82. Genesys Cloud: The Genesys (or its subcontractors’) facilities hosting the Genesys Cloud Service.

1.83. Genesys Cloud Communication Service: The Genesys Cloud Service for the initiation, by Customer, of Messages to Persons’ Telephone Numbers, email active webpage or other web or mobile based technology.

1.84. Genesys Cloud Communication Service Platform: The Genesys Cloud Service platform on which the Genesys Cloud Communication Service run.

1.85. Genesys Cloud Service: The proprietary software application, the underlying graphical user interface and voice user interface for creating interactive and non-interactive audio, SMS/text, email and speech content that can be accessed, via designated websites and the corresponding interactive VoIP Services, and Service Equipment all as further described in the applicable User Guide, that are ordered by Customer, but excluding Third Party Applications.

1.86. Genesys Cloud Service Developer Agreement: A written agreement between the parties necessary for Customer to use the development tools related to the Genesys Cloud Service. For purposes of clarity, the Genesys Cloud Service Developer Agreement is necessary for Customer’s use of the Sandbox, and each SDK provided, if any.

1.87. Genesys Cloud Services Order: A Services Order for ordering Genesys Cloud Service.

1.88. Genesys Customer Experience (CX) Platform: a platform for building, deploying and managing inbound & outbound IVR and VCC solutions. Includes access to CX Builder.

1.89. Genesys Customer Portal or GCP: The Genesys customer portal.

1.90. Genesys GPS Location Services: Provides permission-based geographic location for most cell phones and landlines when accessed via the Genesys IVR.

1.91. Genesys GPS Location Services Fees: Fees that are assessed per Genesys GPS Location Services lookup.

1.92. Genesys Name & Address Capture Fees: Fees that are assessed per transaction; activation Fee also applies.

1.93. Genesys Outbound Application Programming Interface (API): A Genesys tool that enables Customers to configure the outbound functionality of the Genesys Cloud Service; necessary for access to outbound IVR Transaction of the Genesys Cloud Service, Premier Edition, if Outbound Campaign Manager is not used for such purpose.

1.94. Genesys Premier Edition Virtual Contact Center (VCC) Platform: a cloud-delivered routing human-assisted interactions.

1.95. Genesys Products: All copies of Genesys commercially available software programs, Licensed Software, as listed in the Genesys then-current applicable price list, in object code format only, and applicable Documentation ordered in accordance with a valid Services Order.

1.96. Genesys Protected Assets (or Protected Assets): The Covered Products, the Sandbox, Trial Verisons, Contributions, and the Evaluation Software, all other proprietary assets and intellectual property (including marks, logos and the like) and all Derivative Works of each of the foregoing.

1.97. Genesys Salesforce Integration: An integration API that integrates Salesforce instances with Self-Service applications.

1.98. Genesys Salesforce Integration Fees: Fees are assessed as a fixed flat fee. Additional PS Implementation Fees or other applicable PS Fees will apply.

1.99. Genesys Software: Licensed Software and Evaluation Software.

1.100. Genesys Travel Policy: The travel policy located at Genesys Travel Policy or accessible by clicking

1.101. Glossary: This APPENDIX 1 to the Master Subscription Agreement/Master Subscription Agreement and Master License and Support Agreement, “The Glossary and General Terms and Conditions”.

1.102. High Availability (HA): A production system, for Licensed Software, on hot standby or in active load-balancing configuration with the ability to act as backup in case of primary system failure.

1.103. Improper Communications: 911 calls and other emergency; fraudulent, harassing, unauthorized, or obscene communications.

1.104. Inbound Direct Connect Minutes: Please see, Direct Connect Minutes.

1.105. Incremental Services: (a) Genesys Cloud Service comprising less than the total Monthly Subscriptions under a Service Order. Incremental Service may occur (i) prior to an Initial Subscription Term: or, (ii) at any time during a Subscription Term that result in increases of a Monthly Subscriptions. (b) Incremental Service shall begin on the Provision Date thereof, and end upon the expiration or sooner termination of: (i) the applicable Subscription Term during which Incremental Service has occurred; or, (ii) if no such Subscription Term then exists, the first Subscription Term commencing after the Provision Date of the Incremental Service.

1.106. Incremental Services Fees: The Fees associated with Incremental Services that are the portion of Monthly Subscription Fees attributable to the Incremental Service, and notwithstanding anything stated to the contrary, are due upon invoice therefore.

1.107. Indemnify (and all forms of the word (e. g. Indemnification): Agreement to indemnify, hold harmless, and defend the other party and its Related Parties and from and against any and all third party claims, demands, sums of money, actions, rights, causes of action, obligations, allegations and liabilities of any kind or nature whatsoever, and from any resulting liabilities, damages, losses, and costs (including, but not limited to, attorney fees and disbursements) arising from or relating, directly or indirectly, to the use, act, omission, or manner set forth as the subject of and giving rise to the Indemnification.

1.108. Initial Subscription Term: The minimum term for the initial Subscription under each Services Order.

1.109. Initiate(ion): The service provided in respect of Messages, by the Genesys Cloud Communication Platform. For purposes of clarification, the Genesys Cloud Communication Service Platform routes the Messages to Customer’s Provider. It does not carry the Message to a recipient. From the point of completion of Initiation, the remaining transmission is provided by Customer (through Customer’s Provider).

1.110. Insight Preference Management Platform: A Genesys Cloud Communication Service Platform that has the ability to capture, manage and honor stated consumer communication preferences, such as opt-in/opt-out, preferred channel and frequency of communications.

1.111. Installation Fees: Fees for the installation of Rented Equipment and/ or Communications Circuits .

1.112. Instance: A single occurrence of a running Licensed Software process.

1.113. Instance (VitalSuite only): A single occurrence of a running software process.

1.114. Interactive Call: A call where a Message is transmitted to a Person or device and enables the Person to interact with the call script (such as a survey, questionnaire, poll) and finally enables Customer to connect to a client contact center or interactive voice response system.

1.115. Interactive Call Minutes: Minutes consumed by an Interactive Call.

1.116. Interactive Call Minutes Fees: Fees for Interactive Call Minutes. All calls will be assessed Interactive Call Minute Fees except calls that result in a busy signal or no answer. All Interactive Call Minutes are billed in 6-second increments, with a 6-second minimum. Notwithstanding anything to the contrary herein contained, if Customer: (a) elects to have calls hang-up on answering devices, each such call will be deemed Interactive Calls, and will be charged for 12 seconds; and, (b) Initiates a call that results in a Bad Number, each such call will be deemed an Interactive Call, and will be charged for 12 seconds.

1.117. IVR: interactive voice response.

1.118. IVR Transactions: The inbound and/or outbound interactive voice response transactions that comprise a Genesys Cloud Service feature, based upon (session-based) Port usage.

1.119. IVR Transaction Fees: Fees that are per minute charges for use of IVR Transactions. 1.119. Lab Instance: One lab System unit of Licensed Software which is limited to a single non-production physical location (building address), and may not be virtualized without the purchase of an additional lab System unit. Lab Systems may not be moved into production use.

1.120. Large Email: Email Messages greater than 100 kilobytes in size.

1.121. Large Email Message Surcharge: A surcharge of 25% of per message charge Large Emails.

1.122. Laws: Laws, statutes, regulations, directives, rules, standards and the like of any territorial division (e. g. federal, national, state, province, etc.).

1.123. Lexee: a mobile voice platform that includes an SDK that enables creation of a conversational voice recognition app or enhancement of an existing mobile app.

1.124. Lexee Fees: Fees are based upon the number of voice interactions and customizations; Lexee Fees include use of Lexee that includes use of Lexee SDK, access to CX Builder and. Additional Support Fees will apply.

1.125. Licensed Software: The applicable generally available software products listed described on Genesys’ applicable standard price list, in object code format only, and applicable Documentation, together with Devices, ordered by Customer under a Premises Order.

1.126. Licensed Software Term: Consecutive time period during which Licensed Software is licensed.

1.127. License Term: The time period for which the license to the Licensed Software or Evaluation Software is granted.

1.128. License Unit Type: The license elements and definitions associated with the particular Licensed Software, as defined under this Glossary. Genesys reserves the right to modify its License Unit Types with respect to any future Premises Orders.

1.129. List Profile Report: Information about each device (phone number or email address) and/or the Provider information contained within a list on the Genesys Cloud Communication Platform. The report provides a record for each device contained in each contact in the list and the Provider of that device.

1.130. List Profile Reporting Fees: Fees that are assessed for List Profile Reports. List Profile Fees apply each time Customer requests a List Profile Report from Genesys.

1.131. Local: Inbound VoIP Service that is caller paid; i.e., if charge is incurred for use of Inbound VoIP Service as part of the Genesys Cloud Service in accordance with the Agreement, it is paid by caller.

1.132. Local Committed Minutes: Local Minutes for which Customer has committed to pay during a given calendar month, as memorialized by the applicable Services Order.

1.133. Local DID Service , or direct inward dialing (also known as direct dialing inward): Service of a phone company that allows an organization to have numerous individual Telephone Numbers that connect to the Genesys Cloud Service that run off of a small block of dedicated Telephone Numbers. DID allows the multiple lines to be connected to the Genesys Cloud Service all at once without requiring each to have a physical line connecting to the Genesys Cloud Service. DID Numbers can be in-country to the caller.

1.134. Local DID Number: A Local Number that part of the Local DID Service.

1.135. Local DID Service Fees: Charged monthly per Local DID Number.

1.136. Local Minutes: 60-second minutes (or other Time-Based denomination) assessed for use of Local VoIP Service.

1.137. Local Number: A caller paid Telephone Number assigned by a carrier, via Genesys, to Customer (or that Customer ports to a carrier, via Genesys) and used by Customer in connection with the Genesys Cloud Service may include Local DID Numbers.

1.138. LocalTouch: A service that delivers local Caller ID.

1.139. LocalTouch Minutes: All minutes where the LocalTouch feature has been enabled; includes LocalTouch Return Calls.

1.140. LocalTouch Number Bucket: A set of approximately 200 Local DID Numbers.

1.141. LocalTouch Number Bucket Fees: Fees that are for LocalTouch Number Buckets. LocalTouch Number Bucket Fees are Recurring Monthly Fees, and start upon assignment of that LocalTouch Number Bucket to Customer. There is no proration for LocalTouch Number Buckets Fees ordered after the first of a calendar month; all LocalTouch Number Bucket Fees will be charged for the entire month regardless of when in the month they had been ordered.

1.142. LocalTouch Return Call Minutes: All minutes where the LocalTouch Numbers are used and the caller returns a call from the Caller ID number.

1.143. Look-Back: Tier-Based Pricing that reverts to a lower pricing Tier when a certain higher pricing Tier is reached.

1.144. Malicious Code: Viruses, worms, time bombs, corrupted files, Trojan horses and other harmful or malicious code, files, scripts, agents, programs, or any other similar code that may interrupt, limit, damage the operation of Genesys’ or another’s computer or property.

1.145. Messages: The data, text, audio, music, sound recordings, ring tones, graphics, photographs, audio-visual works, artwork, URLs and other materials in electronic form, whether provided by Customer or a third party retained by Customer or acting on Customer’s behalf, that Customer may transmit to a Person through the voice, Text Messages, multi-media Message, social media, webchat, web-callback, Email or other web-based channels.

1.146. Minimum Period Fees: The minimum Fees set forth in a Services Order; may be composed of any Fees paid, provided that Fees incurred in any given month in excess of the Minimum Period Fees will not roll-over to reduce minimums in any other month.

1.147. MMS Message: Multi-media Message sent mobile terminated Text Messages sent to and received by the Subscriber containing video, photographic or graphical content.

1.148. Mobile Marketing: Use of the Genesys Cloud Communication Service for sales, promotion or marketing Messaging.

1.149. Mobile Transaction (or “MT”): a voice media interchange session (MT Voice), or an interactive information interchange via a chat connection (MT Chat) or web-based forum, , from an end-user mobile device to the Genesys Cloud Service.

1.150. Monthly Deposit: One month’s Minimum Monthly Subscription Fees and if applicable, Rented Equipment Fees. In the event that one month’s Monthly Recurring Fees increase, in accordance with the Agreement, this Deposit will be increased correspondingly upon subsequent invoice.

1.151. MSA: The Master Subscription Agreement executed between parties to a Services Order, governing such Services Order and all other applicable Schedules.

1.152. MSA Term: The effective period of the MSA, commencing upon the last signature of the Services Order, and continuing until terminated pursuant to the terms of the applicable MSA.

1.153. MT: Please see, Mobile Transaction.

1.154. MT Chat: Please see, Mobile Transaction.

1.155. MT Voice: Please see, Mobile Transaction.

1.156. Named User (Registered User): A unique specified User authorized to use the Covered Products. Can also mean a Supplemental User.

1.157. Non-Recurring Fees: One time, or other non-recurring Fees.

1.158. Opt-In-Opt-Out Response Fees: Fees that are charged per Text Message (at agreed rate or FTEU). Customer will be billed for all Opt-In/Opt-Out Response Text Messages which may be received weeks or months after the campaign has ended.

1.159. Optional Feature: A capability attendant to a particular Platform, the purchase of which is optional and requires prior or commensurate purchase of the attendant Platform.

1.160. Outbound Campaign Manager: A tool that enables Customer to build, deploy and manage outbound campaigns for use through the Genesys Cloud Service; necessary for access to outbound IVR Transaction of the Genesys Cloud Service, Premier Edition, if Outbound API is not used for such purpose.

1.161. Outbound Direct Connect Minutes: Please see, Direct Connect Minutes.

1.162. Payment Processing: A Genesys Cloud Service feature that handles payment transactions over the phone.

1.163. Payment Processing Fees: Fees are assessed as a flat fixed Fee.

1.164. Pay-Per-Use (PPU): A non-perpetual term-based grant to use the Licensed Software based on actual measured use using tools or methods specified by Genesys in the Agreement. The grant is in effect as long as Customer is current on payment of applicable Fees.

1.165. Period: Timed periods of commitment to Subscriptions (e. g. monthly, annually).

1.166. Period Fees: All Genesys Cloud Fees, as applicable.

1.167. Period Subscription Fees: Fees that are the greater of: (a) the Minimum Period Fees set forth in the applicable Services Order; or, (b) the actual Period Fees. Period Subscription Fees commencing or added after the first of a calendar month will be prorated for the first monthly period, and thereafter charged for each Period remaining in the Subscription Term.

1.168. Perpetual: A grant to use the Licensed Software in perpetuity.

1.169. Person(s): Those natural persons and/or entities whose Telephone Numbers may send or receive Messages originated by Customer for Initiation by the Genesys Cloud Communication Services.

1.170. Planned Provision Date: The date upon which the parties expect the Genesys Cloud Service to be available in Production for use by Customer as set forth in the applicable SOW. The Planned Provision Date will be delayed, if at all, unless the delay is within the control of and caused solely by Genesys.

1.171. Platform: An underlying computer system on which application programs can run.

1.172. Platform Service: The underlying platform, purchase of which is necessary prior to or commensurate with purchase of an attendant Optional Feature.

1.173. Port: A semi-permanent interactive information interchange, between two or more communicating devices, or between a computer and User (i.e. a session). A Port is set up or established at a certain point in time, and ended or otherwise closed at a later point in time.

1.174. Port Subscription: The Genesys Cloud Service, other than IVR Transactions, delivered on a Port basis. Services for Genesys Voice Portal based features shall generally be delivered as Port Subscriptions. Port Use in excess or outside of Port Subscriptions will be charged as Monthly Usage Fees in accordance with the Agreement.

1.175. Port Subscription Fees: Fees charged per Enabled Port, per month.

1.176. Predictive Dialer Calls: Calls dialed from a Customer provided list. Upon live answer, the call is turned over to a User via a direct bridge. Agent Voice Portal is required for Predictive Dialer Calls. Users will be connected to the Genesys Cloud Service Communication Platform for the duration of their session. For business to consumer use, User idle and after call work times will be billed while Users are connected to the Genesys Cloud Communication Platform unless a Private Network or Toll Free connection is in place. Notwithstanding the foregoing, for collection agency Customers, User idle and after call work times will not be billed while Users are connected to the Genesys Cloud Communication Platform.

1.177. Premises Order: Services Order for ordering non-Genesys Cloud Covered Products.

1.178. Private Variables: A programmatic data element whose value is populated during run time while the voice application is running and visual access to which value is blocked. Once a Variable is marked “Private,” it becomes stateless, meaning that the Variable exists only long enough for a call to take place, and at the end of the call the Variable is erased from Genesys’ systems and servers.

1.179. Proactive Communication: Use of the Genesys Cloud Communication Service for customer care, collection and informational Messaging.

1.180. Production: In use, or ready for use intended for or able to be used for revenue-generating business operations.

1.181. Professional Services (or PS): The professional services described in a Statement of Work executed by the parties.

1.182. Protected Assets: Please see, Genesys Protected Assets.

1.183. Providers: Paging and mobile network carriers and other companies that provide message routing for the telephone industry and other services.

1.184. PS: Please see, Professional Services.

1.185. PS Implementation: Professional Services comprising configuration, installation and implementation of the applicable Genesys Cloud Service, as set forth in a Statement of Work.

1.186. PS Implementation Fees: The Fees for the Professional Services comprising PS Implementation of the applicable Genesys Cloud Service.

1.187. Provision(ed)(ing): The applicable Genesys Cloud Service having been made available to Customer pursuant to the Agreement. For purposes of clarification, provision (lowercase) is used to denote installation or other instigation of certain Provider services.

1.188. Provision Date: The date of PS Provisioning Notice.

1.189. Provision Notice: The notice from Genesys to Customer that the entire applicable Genesys Cloud Service, under a Services Order, has been Provisioned.

1.190. Purchased Equipment: The Service Equipment sold to Customer from Genesys (on behalf of a Provider).

1.191. Real-Time Transcription: On-demand Genesys Cloud Service solution that collects data from callers, transcribes pieces of information from the call, and communicates pieces of data into existing CRM or ERP applications.

1.192. Real-Time Transcription Fees: Fees are assessed per 30 seconds of transcription; one time PS Implementation Fees apply.

1.193. Recipient Numbers: The telephone numbers to and web addresses at which Customer may cause the Initiation of a Message.

1.194. Recordings: Recorded inbound or outbound Genesys VoIP Service transmission, performed by Customer, via the Genesys Cloud Service (e. g. utilizing Genesys’ Agent Voice Portal), as set forth in the applicable User Guide.

1.195. Recurring Fees: All recurring Period Fees; composed of the number of Concurrent Users, Supplemental Users, Named Users, Echopulse Users and Administrators, Service Equipment, and Port Subscription Fees.

1.196. Region or Regional: Each of the geographic locations of the primary Genesys service centers from which Customer is accessing the Genesys Cloud Service.

1.197. Registered/Named User: Please see, “Supplemental User.”

1.198. Related Parties: A party’s past, present and future officers, directors, employees, and other personnel, agents, insurers, reinsurers, servants, attorneys, parent company, subsidiaries and affiliates.

1.199. Remote User: A Genesys Software User not co-located at the same physical address of the contact center site.

1.200. Renewal Subscription Term(s): Each subsequent term after the Initial Term. Each Renewal Subscription Terms shall commence upon the anniversary date of the commencement of the Initial Term.

1.201. Rented Equipment: The Service Equipment rented by to Customer from Genesys (on behalf of a Provider).

1.202. Rented Equipment Fees: The monthly Fees for the Rented Equipment.

1.203. Replaced Services Orders: A Services Order that has been terminated by a subsequent Replacement Services Order.

1.204. Replacement Services Orders: A Services Order that replaces a prior Services Order by indication on and effectivity of the Replacement Services Order.

1.205. SAC: The service availability commitment which is set forth as a percentage of time during a calendar month that the Service will be available.

1.206. Sandbox: A limited version of the applicable Genesys Cloud Service, for non-production use by Customer, as further set forth in the User Guide. The Sandbox may not perform at the level of performance or compatibility as the generally available Service. Use of the Sandbox is subject to execution of the Genesys Cloud Service Developer Agreement. The Sandbox is not deemed to comprise, or any part of, the Genesys Cloud Service. As such, Sandbox support will be limited to Sandbox Support, and will not be deemed covered by Support or the Service Level Agreement, each of which are applicable only to the Genesys Cloud Service.

1.207. Sandbox Subscription: A non-exclusive, non-transferable Customer subscription, during the applicable Subscription Term, to provide a Sandbox solely for use by Users for Customer’s internal business operations.

1.208. Sandbox Support: The support for the Sandbox, as set forth in the Support Guide.

1.209. Schedules: Compendia that are attached, referenced as being a part of, or incorporated into another document or other memorialization that has been executed (including as by reference) by the parties to it. Schedules may comprise: Services Orders, Master Services Agreements, Statements of Work (also referenced as SOWs), Service Level Agreements, and all such other attachments, exhibits, appendices, and schedules.

1.210. SDK: A software development kit.

1.211. Seat (Workstations): A workstation or other User interface device that is Enabled to allow use of the Licensed Software by a maximum of one User at any given time. The Workstation or User interface Device may be configured to allow multiple Users working in shifts to use the Licensed Software so long as it is not enabled for Concurrent use.

1.212. Secure Enterprise: A feature of the Engage Platform that encrypts certain Sensitive Information.

1.213. Self Service: Any channel available through the Service (e. g. IVR, SMS, Mobile Transaction) where a Customer can obtain, enter or update information without human assistance.

1.214. Sensitive Information: All sensitive or Confidential Information used in connection or transmitted by the Services including but not limited to personal health information (PHI), personally identifiable information (PII) and credit card information.

1.215. Sensitive Number: Sensitive Information comprising numbers (e. g. credit card numbers; date of birth; telephone numbers; social security numbers).

1.216. Server (VitalSuite only): A computer system that provides the essential services across a network, to provide users inside an organization or to public users in the Internet.

1.217. Services: The Genesys Cloud Service, PS Implementation, and all related services or deliverables provided under the Agreement.

1.218. Service Equipment: Rented or Purchased Equipment. Service Equipment shall comprise any or all of the following: (a) one (1) IP telephone instrument for the number of Concurrent and Supplemental Users specified in a Services Order; (b) one (1) standard router per site; or, (c) one (1) standard VoIP gateway/SBC device.

1.219. Service Level Agreement: The extent of the commitment to maintaining availability of the Genesys Cloud Service.

1.220. Services Order(s): The document by which Customer orders Protected Assets, or other goods and services that Customer may purchase from Genesys. Services Orders specify the quantity and type of Subscriptions, Covered Products, Maintenance and Support, Professional Services, Training, and other goods and services purchased by Customer from Genesys. Services Orders are executed by the parties. Services Orders shall be deemed incorporated into the Agreement by this reference. All Services Orders are non-cancelable, irrevocable and non-refundable except as provided under the Agreement. Services Order shall include: (a) incorporation of the Agreement, including express inclusion of the MSA, by reference; (b) description of items being ordered, including Subscription Term, quantity, License Unit Type, version, and price as applicable (c) billing address; and (d) ship to location, if applicable. Genesys reserves the right to waive any or all of the aforementioned requirements either in writing or by fulfilment of the Order.

1.221. Shared Short Code: A randomly-assigned Short Code which is used by multiple Genesys customers.

1.222. Short Code: A 5 or 6-digit special Telephone Number that is used to address SMS and MMS messages from mobile phones.

1.223. Short Code Fees: Fees for Short Codes. Short Code Fees are monthly, and commence on the date Genesys orders the Short Code on Customer’s behalf. Short Code Fees are billed to Customer on an actual or estimated basis each month (and if billed on an estimated basis, will be reconciled in the following billing period). Short Code Fees include the monthly rental and/or usage charges for the transacted Short Codes (additional Taxes may apply). Notwithstanding anything to the contrary contained in the Agreement, a 90-day advance written notice is required to cancel a Short Code.

1.224. Short Code Installation: The provisioning of the applicable Short Code.

1.225. Short Code Installation Fee: The fee for provisioning the applicable Short Code; assessed per Short Code.

1.226. Simultaneous User: Please see, Concurrent User.

1.227. Site: Used to license Genesys Licensed Software; a single physical location, typically where Users are co-located.

1.228. Smart Tags: Customized Social Analytics Channel filters created by Customer or Genesys.

1.229. SMS: Mobile originated and mobile terminated Text Messages sent to, or from and received by a Subscriber.

1.230. Social Analytics: a Covered Product use of which is through Subscription to the Genesys Cloud Service comprising a platform that listens for social media posts and enables Customer engagement through social networks. Listening is based upon keywords and/or Smart Tags selected by Customer. Customer is solely responsible for use of keywords and Smart Tags for all purposes, including compliance with applicable Laws and Social Analytics Volume Levels resultant therefrom. To that end, Customer acknowledges that Social Analytics shall not be used to process, transmit, store or communicate payment card transactions.

1.231. Social Analytics Channel: a container that stores social medial posts, and is used to dispatch Customer replies.

1.232. Social Analytics Inbound Message: textual post or comment originating from use of a social network.

1.233. Social Analytics Trial Subscription: a Trial Subscription to Social Analytics for: (a) use by no more than 2 Named Users; 2 Channels; (b) use with 5 keywords (subject to Genesys’ approval) for each of the Channels; (c) listening to a cumulative total of 25,000 Social Analytics Inbound Messages over both Social Analytics Channels (c. f. 25,000 for each such Chanel); and use with 5 Smart Tags; (d) a 30 day Trial Period, commencing upon the latest of the occurrence of: (i) the Social Analytics Service has been Provisioned for 1 Named User; and, (ii) the Trial Agreement has been fully executed. For purposes of clarity, the parties acknowledge that the foregoing limitations listed in (a) through (c) of this definition shall not apply to non-Trial Subscriptions to Social Analytics.

1.234. Social Analytics Volume Level: the highest number of thousands of Social Analytics Inbound Messages searchable by a Social Analytics Subscription, and the number of consecutive months Social Analytics Inbound Messages are stored by Genesys. The storage periods commence upon Provisioning. The Social Analytics Volume Levels are (by number of Social Analytics Inbound Messages/number of consecutive months of storage): Bronze: 5 thousand /3; Silver: 25 thousand/3; Gold 75 thousand/six; Platinum 200 thousand/13. Social Analytics Volume Levels above the Platinum Level will be subject to negotiation by the parties. Volume Levels will automatically upgrade to the next level, Fees will be assessed in accordance with list pricing, and Customer will pay according to invoices (without the necessity of a Services Order) therefor in the event: (a) Customer exceeds the Social Analytics Volume Level by more than 10 %; or during 2 or more consecutive months Customer exceeds the Social Analytics Volume Level by less than 10%. As a courtesy, but not as an obligation, Genesys will notify Customer by email, of approaching a Social Analytics Volume Level maximum.

1.235. Standard Text Messages: Text Messages where standard text messaging rates apply.

1.236. Statement of Work or SOW: A mutually executed document describing the Professional Services to be provided by Genesys pursuant to the Agreement.

1.237. Subscriber(s): The subscriber on a wireless telecommunications network that sends or receives Messages via a wireless device. The Subscriber is the consumer of the Messaging Service provided by Genesys and Customer.

1.238. Subscription: Renewing, term-based grant, for a specified time to use a specific quantity of the particular Covered Product, all as described in the applicable a Services Order.

1.239. Subscription Term: The Initial Subscription Term and all Renewal Subscription Terms.

1.240. Supplemental (Registered) User: A unique, specified User, additional to or in lieu of Concurrent Users. The number of Concurrent, distinct, Supplemental Users at any time cannot exceed the number of Subscriptions therefor. Each Subscription, the Unit for which is a Supplemental User, may be used only by one designated User at one time.

1.241. Support: (a) the maintenance and support of the Genesys Cloud Service as further set forth in the Agreement; and/or, (b) the Maintenance and Support of the Licensed Software (“Software Support”). Support terms and policies are set forth in the applicable Support Guide.

1.242. Support Fee: Fees for Support, as set forth in a Services Order.

1.243. Support Guide: The applicable online guide which sets out a description of the Support and is accessible via, as updated from time to time. The Support Guide is by reference incorporated into, and made a part of the Agreement.

1.244. Support Level: The applicable level of Support as selected by Customer and elected under the Services Order.

1.245. Survey Messaging: A package that includes a finite number of outbound Messages and corresponding inbound responses.

1.246. System: A unique instance of the core Genesys on-premises configuration environment, regardless of other Genesys applications used. A System can be single-site, multi-site, and include High Availability (HA) and Disaster Recovery (DR) configurations, as applicable.

1.247. Taxes and Regulatory Fees: Any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including regulatory fees (such as USF), fines, penalties, value-added, use or withholding taxes. Taxes and Regulatory Fees shall not include charges based upon Genesys’ income or employees.

1.248. TCPA: Telephone Consumer Protection Act.

1.249. Telemarketing Message: A Message for the purpose of encouraging the purchase or rental of, or investment in, property, goods, or services. Except as specifically identified otherwise, the term Telemarketing Message also includes solicitation for charitable contributions.

1.250. Telephone Numbers: Local Numbers as well as Toll Free Numbers, assigned by a carrier, via Genesys, (or that Customer ports or transfers to a carrier, via Genesys), for use by Customers in conjunction with the Genesys Cloud Service.

1.251. Term: Any term (time period) under the Agreement (e. g. Subscription Term, Agreement Term, License Term).

1.252. Text Messages: Mobile originated and mobile terminated text Messages sent and received to/by the Subscriber. Each Message sent that is longer than what can fit into one text message body (typically 160 characters), may be divided into multiple Text Messages and delivered separately. In such case, each Text Message in a divided series shall be considered a separate and distinct Text Message, and shall be charged accordingly. For example, if a Text Message contains 180 characters, then two (2) Text Messages shall be considered sent.

1.253. Text Messages Fees: Fees per Text Message for both mobile originated and mobile terminated Text Messages. Different rate structures exist for standard rate Text Messages and FTEU.

1.254. Third-Party Applications: Third party or Customer-developed online, Web-based applications and offline software products that are provided by Customer or third parties, that may or may not interoperate with the Genesys Cloud Service.

1.255. Tier: A price in a set of prices comprising various levels, the application of which level is dependent upon quantities of the Service used during a specified Period.

1.256. Tier-Based Fees: Pricing based upon a set of Tiers.

1.257. Time-Based: A consecutive time period of measure (e. g. minutes, hours, months) of actual use (ex. User login time, Port-use length) of a Covered Product.

1.258. Toll Free Committed Minutes: Toll Free Minutes for which Customer has committed to pay during a given month, as memorialized by the applicable Services Order.

1.259. Toll Free Deposit: a Deposit equal to the estimated long distance charges incurred during a one-month period in connection with Customer’s use of the Services.

1.260. Toll Free Minutes: 60 second minutes (or other Time-Based denomination) assessed for use of Toll Free VoIP Service.

1.261. Toll Free Number (TFN): A Telephone Number such as 800, 888, 877, 866 that results in the receiving party being charged for the toll call and is assigned by Genesys (from a carrier) to Customer or that Customer ports to Genesys, on behalf of a carrier, for use with the VoIP Service.

1.262. Trial Period: the time-period during which the Trial Subscription may be used.

1.263. Trial Service: the Covered Products comprising the Genesys Cloud Service that are the subject of a Trial Subscription.

1.264. Trial Subscription: a Subscription that contains all of the functionality of the Genesys Cloud Service, but may be used only during the applicable Trial Period, and is not deemed to comprise the, or any part of, the Genesys Cloud Service. Other limitations may apply.

1.265. Training: Genesys core curriculum training, or such other training as described under the Agreement, as provided through Genesys University.

1.266. Transaction: A Unit, measured on a per item basis.

1.267. Transaction-Based: A measurement based upon Transactions.

1.268. Units: The determinate and type of quantity by which a Subscription may be purchased such as a variety of User Subscriptions, Mobile Transactions, or per minute charges for use of VoIP Services or Ports (i. e. session based Genesys Cloud Service), as further described in the User Guide.

1.269. Universal Service Fund or USF: The contributions assessed by the FCC and state regulatory bodies/PUCs related to Customer’s use of the Service, and/or Genesys’ provision of the Service to Customer.

1.270. Update Support: Support for Genesys Cloud Service that is composed of Updates

1.271. User: An individual (a) who (i) is authorized by Customer; and, (ii) has been supplied a User identification and password(s) by Customer; (b) for whom a Subscription to the Genesys Cloud Service has been purchased (or, in the case of a Trial Subscription, selected) by Customer to: (i) use the Licensed Software; and/or, (ii) access the Services (as applicable to the type of User), or Trial Subscription, as applicable. A User may be a Concurrent User; an Administrator; an EchoPulse Users; a Named User; and/or, a Supplemental (Registered) User. Users may include but are not limited to employees, consultants, contractors and agents of Customer, or third parties with which Customer transacts business.

1.272. User Guide: The applicable online guide which sets out a description of the Genesys Cloud Service and is accessible via, as updated from time to time. The User Guide is by reference incorporated into, and made a part of the Agreement.

1.273. User Subscription: A Subscription to the Genesys Cloud Service purchased by Customer on behalf of a User.

1.274. USF: Please see, Universal Service Fund.

1.275. Vanity Short Code: A specific Short Code that is dedicated and chosen by Customer.

1.276. Variables: Containers of information collected from the caller or use of a webserver. Variables are used to represent information made available by the Genesys Cloud Service, such as caller ID, call duration, or dialed Telephone Number.

1.277. Voice Biometrics Fees: Fees that are assessed per authentication; activation Fees apply.

1.278. Voicemail Storage: Retention feature of Genesys Cloud Service, Premier Edition of up to 30 days voicemail storage, extendable for additional Voicemail Storage Fees.

1.279. Voicemail Storage: retention feature of Genesys Cloud Service, Premier Edition of up to 30 days voicemail storage, extendable for additional Voicemail Storage Fees.

1.280. Voice Site: A collection of audio content on a VoIP Services phone number that utilizes the feature of the Genesys Cloud Service.

1.281. Voice User Interface (VUI) Reports: Please see, CX Analytics.

1.282. VoIP Services: Protocol agnostic inbound and/or outbound, “domestic” and/or ”international” services provided by applicable carriers and other service providers, via Genesys, as part of and for use with the Services. For purposes of this this definition, “domestic” shall mean such services originating and terminating within the same country, and international shall mean such services that transit outside the originating country and terminate outside of the originating country.

1.283. Workstation: Please see, Seat.


2.1. Law and Export Compliance: Without limiting any other provision of the Agreement, each party shall comply with all Laws, including Communications Act of

1934, as amended, the Communications Assistance for Law Enforcement Act, Laws of the FCC (including those related to the implementation of CALEA, and Laws regarding the use and storage of, and access to Customer Proprietary Network Information), and the export Laws and regulations of the United States and EU (including the applicable export control laws of any member state of the European Union), and other applicable jurisdictions in providing and using the Protected Assets any documentation and any related technical data included with, or contained in the Protected Assets and any products utilizing any such Protected Assets, documentation or technical data. Without limiting the generality of Section 2 of the General Terms, Customer agrees, and will ensure that its employees, officers, directors and third parties, comply with all applicable export Control and Economic Sanctions, and applicable Anti-Corruption Laws. Customer shall be responsible for any breach of Section 2 of the General Terms by its and its successors’ and permitted assigns, Affiliates, employees, officers, directors, customers, agents, distributors, resellers or vendors. Customer shall comply with all applicable Laws, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting or releasing any Services.

2.2. Permitted Use: Without limiting the foregoing, Customer shall not use nor permit third parties to use the Services in any manner that violates applicable Laws or causes Genesys to violate applicable Laws, including but not limited to as regards the governance, outbound telemarketing, emergency dialing, call recording and privacy. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a Genesys employee or agent in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify Genesys’ Legal Department ([email protected]). Customer acknowledges and agrees that Customer (a) shall comply with all U.S. Anti-boycott Laws and regulations; and (b) shall not take any action that violates the Anti-boycott Laws.

2.3. Indemnity: Without limiting the other rights and remedies of a party for violation of this General Terms Section, each party shall Indemnify the other party for violation of Section 2 of the General Terms.

2.4. Professional Services: Genesys warrants that it shall perform the Professional Services in a professional and workperson like manner. Each such Statement of Work shall be deemed as entered into under and incorporated all of the terms of this Agreement. Genesys shall control the manner by which the Professional Services are performed and may use subcontractors in the performance of the Professional Services (and the Services). Genesys reserves the right to make all staffing decisions in its sole and reasonable discretion. In connection with Professional Services, the following shall be the sole and exclusive property of Genesys: (i) all Derivative Works; and, (ii) except to the extent that it includes or is based upon Customer’s Existing Intellectual Property, all: source and object code; specification; configurations; designs, architecture; processes, techniques; concepts; discoveries; and, inventions made or developed (collectively, “PS Creations”). To the extent, and for any reason the foregoing statement of ownership is not effective, Genesys shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use, including the incorporation into the Protected Assets, all PS Creations. Unless otherwise set forth in the Statement of Work, Customer is hereby granted a license to use the PS Creations solely in connection with, and under the same provisions as, its use of the Covered Products. Customer shall make available in a timely manner at no charge to Genesys all technical data, computer facilities, programs, files, documentation, test data, sample output, office space, services, equipment or other resources reasonably required by Genesys to perform the Professional Services. Customer assumes any risk resulting from the content, accuracy, completeness and consistency of any data, materials and information supplied by Customer. Unless otherwise stated in an applicable Statement of Work, Customer shall pay Genesys on a time and materials basis for Professional Services in accordance with the fees set forth in the Statement of Work. Customer shall reimburse all reasonable travel and other expenses incurred by Genesys in performance of the Professional Services. Genesys shall invoice Customer on a monthly basis as Professional Services are performed and as expenses are incurred.

2.5. Survival: The provisions of the Agreement regarding payment, confidentiality, assignment, license, audit and verification, definitions, limitation of liability intellectual property and any provision which by its nature should survive, will survive the termination of the Agreement. In the event that any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force.

2.6. Force Majeure: Neither party will be responsible for acts of Force Majeure.

2.7. Governing Law: The Genesys contracting party under the Agreement, the Genesys recipient of notices under the Agreement, the applicable law and courts of exclusive jurisdiction in any dispute arising out of or in connection with the Agreement depend on Customer domicile, and are as set forth in the following Table 1 “Genesys Party, Governing Law, Venue and Notices.” The parties agree to submit to the personal and exclusive jurisdiction of such courts and that venue therein is proper and convenient as set forth in Table 1. Notwithstanding the foregoing, in the event more than one Genesys entity is or becomes a party the Agreement, the applicable law shall be California, and United States federal law; and, the California state courts in and for San Mateo County, California (or, if there is federal jurisdiction), the United States District Court for the Northern District of California, each of which shall have the personal and exclusive jurisdiction, which such jurisdiction is acknowledged to be proper and convenient. The UN Convention for the International Sale of Goods shall not apply to the Agreement in whole or in part. In any dispute under the Agreement, the prevailing party shall be entitled to recover its cost of enforcing its claim, including but not limited to attorney fees, irrespective of whether litigation is filed or the matter is prosecuted to completion.

As of the Effective Date of the applicable governing document, if Customer is domiciled or providing Service in the following Country or Region:Customer is contracting with the following Genesys entity (“Genesys Entity”) (Customer may be contracting with more than one entity):The Applicable Law is:The courts having personal and exclusive jurisdiction, which is agreed and acknowledged to be proper and convenient are:Notices shall be sent to:
BrazilGenesys Laboratórios de Telecomunicações Ltda.BrazilThe courts located in Sao Paulo, State of Sao Paulo, Brazil.Genesys Laboratórios de Telecomunicações Ltda.
Attn: Legal
Rua Joaquim Floriano, 243, Suite 113, Itaim Bibi, São Paulo CEP 04535-010, Brazi
Fax: +55.11.36113393
With a copy to Genesys US Legal
Canada Genesys Laboratories Canada Inc.Ontario, and the applicable Canadian Federal lawThe courts of Ontario, in the courts located in Toronto, OntarioGenesys Laboratories Canada Inc.
Attn: Director Sales Operations
50 Smyth Street, Suite 2000
Saint John, New Brunswick Canada E2L 0B8,
Fax: +1.416.9323130
With a copy to Genesys US Legal
Japan Genesys Japan Co. LtdJapanThe courts of Japan, in the courts located in Tokyo, JapanGenesys Japan Co. Ltd
Attn: Senior Director Sales Operations
Uchisaiwaicho Tokyu Building 6F, 1-3-2, Uchisaiwaicho, Chiyoda-ku, Tokyo, 100-0011, Japan
Fax: +81.3.34295731
With a copy to Genesys US Legal
United StatesGenesys Telecommunications Laboratories, Inc.California, and the applicable United States federal lawThe California state courts In and for San Mateo County, California or, (if there is Federal jurisdiction), the United States District Court for the Northern District of CaliforniaGenesys Telecommunications Laboratories, Inc.
Attn: Legal
2001 Juniper Serra Blvd.
Daly City, California 94014
Fax: 650-466-1260 (all of the information in this cell to be known as “Genesys US Legal”)
Rest of World/OtherGenesys Telecommunications Laboratories B.V.England and WalesThe courts of England and Wales in the courts located in London, EnglandGenesys Telecommunications Laboratories B.V
Attn: Legal
Gooimeer 6 - 02, 1411 DD Naarden, The Netherlands
Fax: +31.35.808030
With a copy to Genesys US Legal

2.8. Authority to Execute: The party executing the Agreement on behalf of the parties represents and warrants that he or she has been duly authorized under the party’s charter documents and applicable law to do so.

2.9. Independent Contractors: The parties are acting as independent contractors. Nothing in the Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

2.10. Notices: All notices under the Agreement shall be in writing and shall be deemed to have been given when (a) personally delivered; (b) sent by electronic facsimile transmission; or (c) sent by registered mail, postage prepaid (which notice shall be deemed to have been received on the third (3rd) business day following the date on which it is mailed) or (d) sent overnight by a commercial overnight courier that provides a receipt (which notice shall be deemed to be received on the next business day after mailing), both to the address set forth on the title page hereto (or such other designee/address a party may provide by giving notice to the other party in compliance with the Agreement), and in the case of a notice to Genesys, with a mandatory copy to the attention of Vice President, Commercial Licensing, at the same address.

2.11. Waiver: No failure or delay by any party in exercising any right under the Agreement shall operate as a waiver of any such right. No waiver of any default or breach on any one occasion shall constitute a waiver of any subsequent or other default or breach. No single or partial exercise of any such right shall preclude the further or full exercise of such right. No provision of the Agreement may be waived unless such waiver is in writing and signed by the party against which the waiver is to be effective.

2.12. Government Usage: This is a commercial item agreement. Pursuant to United States FAR 12.212, Government end users shall obtain only those commercial license rights set forth in the Agreement. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Genesys to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be executed by the parties.

2.13. Complete Agreement; Amendment: This Agreement constitutes the complete agreement between the parties and supersedes all prior agreements and representations, written or oral, concerning the subject matter of the Agreement. The Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify the Agreement. Further, the terms of the Agreement shall supersede the terms in any Customer purchase order or other ordering document. Any Customer terms of trade stated or referenced in Customer purchase order or document (except for names and addresses) shall not be binding on Genesys.

2.14. Counterparts: The Agreement may be executed in two (2) or more counterparts, each of which is deemed an original, but which together constitute one contract or document. Signed digitized copies of the Agreement and other associated documents, including attachments and amendments shall legally bind the parties to the same extent as original documents.

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