Singlewire InformaCast Fusion and InformaCast Mobile SaaS Service Schedule
This InformaCast Fusion and InformaCast Mobile SaaS Service Schedule (“InformaCast Service Schedule“) forms part of, and is incorporated into, the Agreement between Singlewire and Customer and is applicable only where Customer orders InformaCast Services.
1. Defined Terms. For purposes of this InformaCast Service Schedule, the following capitalized terms shall have the meanings ascribed thereto. Other capitalized terms used in this InformaCast Service Schedule are defined in the context in which they are used and shall have the meanings there indicated. Other capitalized terms used but not defined herein shall have the meanings given to them in the Singlewire Master Terms and Conditions (the “Terms“), available at https://www.singlewire.com/terms.
(a) “Endpoints” means devices capable of receiving Notifications. Endpoints may include, without limitation, mobile devices (e.g., cellular telephones), telephones and internet-connected speakers, computers, audio paging interfaces and video displays.
(b) “InformaCast Content” means all text, audio, imagery, video and other information or content contained in a Notification or otherwise input by Customer’s Users into the InformaCast Services. For clarity, InformaCast Content constitutes Customer Data.
(c) “InformaCast Materials” means the Documentation, Installed Technology and any other documents, software, devices, works or materials provided or otherwise made available to Customer by Singlewire in connection with Singlewire’s provision and Customer’s receipt, access to and use of the InformaCast Services under an Agreement.
(d) “InformaCast Services” means the InformaCast Fusion and InformaCast Mobile SaaS Offerings Singlewire provides to Customer pursuant to an Agreement.
(e) “InformaCast Service Level Agreement” means the service level agreement applicable to the InformaCast Services, attached hereto and incorporated herein by reference as Appendix 1.
(f) “InformaCast Support Services” means the support and maintenance services Singlewire provides or otherwise makes available to Customer in connection with Singlewire’s provision and Customer’s receipt, access to and use of the InformaCast Services under an Agreement as more fully described in the Singlewire Support Services Schedule, available at https://www.singlewire.com/service-schedule-support.
(g) “Initiator” means a User or device capable of creating Notifications through or in connection with such individual’s access to and use of the InformaCast Services.
(h) “Notifications” are messages issued by an Initiator through or in connection with an Initiator’s access to and use of the InformaCast Services. Notifications may be sent through certain media or form as and to the extent available through the InformaCast Services, including, but not limited to, text messages and push notifications. For clarity, Notifications constitute Customer Data and include messages that are not received or responded to by a Recipient.
(i) “Recipient” means a User or Endpoint capable of receiving and/or responding to Notifications.
2. InformaCast Services.
(a) Authorization for Access and Use of InformaCast Materials. Subject to Customer’s compliance with the terms of the applicable Agreement, including, without limitation, this InformaCast Service Schedule, in addition to, and not in lieu of, any rights granted under the applicable Agreement, including, without limitation, the limited rights to access and use the InformaCast Services as specified in the Terms, Singlewire grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right to access and use the InformaCast Materials for Customer’s own internal business purposes, as described in the Documentation and solely in connection with Customer’s access to and use of the InformaCast Services. Customer’s rights with respect to the InformaCast Materials shall terminate upon the expiration or earlier termination of the applicable Order Form.
(b) Performance. Except during any suspension or termination of Customer’s or any Customer’s User’s access to or use of the InformaCast Services pursuant to the applicable Agreement(s), Singlewire will use commercially reasonable efforts to ensure the InformaCast services are available in accordance with the InformaCast Services Availability Commitment set forth in the InformaCast Service Level Agreement.
(c) Use of InformaCast Services. In addition to, and not in lieu of, any terms governing Customer’s or a Customer’s User’s access to or use of the InformaCast Services set forth in the applicable Agreement, including, without limitation, as specified in the Terms, the following shall apply to Customer’s access to and use of the InformaCast Services:
(1) Users.
(a) Individuals assigned as Administrators or Initiators in connection with Customer’s access to or use of the InformaCast Services shall be limited to Customer’s authorized employees and consultants. Devices assigned as Initiators in connection with Customer’s access to or use of the InformaCast Services shall be limited to Customer-owned or controlled devices.
(b) A Recipient who wishes to receive Notifications on an Endpoint through or in connection with the InformaCast Materials (e.g., InformaCast Mobile for iOS devices) must obtain a licensed copy of such InformaCast Materials from Singlewire and such Recipient’s installation, access to and use of any such InformaCast Materials on any such Endpoint are subject to, without limitation, such Recipient’s acceptance of and compliance with the applicable Terms of Service, including, without limitation, Singlewire End User License Agreement, available at https://www.singlewire.com/eula.
(2) Updates. Singlewire may, but is not obligated to, provide or otherwise make available updates or modifications to the InformaCast Services or InformaCast Materials from time to time (collectively, “InformaCast Updates“). In the event Singlewire provides or otherwise makes available an InformaCast Update, the prior version of, as applicable, the InformaCast Services or InformaCast Materials will no longer be accessible (collectively, “Prior InformaCast Versions“). Without limiting the generality of the foregoing, Customer shall not, and shall not attempt to, access or use any Prior InformaCast Version after Singlewire provides or otherwise makes available an applicable InformaCast Update.
(3) Usage Limits.
(a) Customer shall not, and shall not attempt to circumvent, any usage limits with respect to Customer’s access to and use of the InformaCast Services set forth in the applicable Agreement(s). Without limiting the generality of the foregoing, Singlewire may, in its sole discretion, limit the number of Endpoints on which a Recipient may receive Notifications through or in connection with Customer’s access to or use of the InformaCast Services.
(b) Except as otherwise set forth in, and subject to Customer’s compliance with, the applicable Agreement(s), Customer is permitted to send unlimited Notifications to Endpoints via email and push notifications.
(c) To the extent Customer sends Notifications via voice or SMS text messages to Endpoints associated with telephone numbers outside the United States or Canada, Customer’s access to and use of the InformaCast Services includes the equivalent of six (6) SMS text messages and/or voice minutes per Recipient per year. Notwithstanding the foregoing, Singlewire reserves the right to impose limitations on the quantity of Notifications sent via voice or SMS text messages Customer can send within the United States or Canada in the event Singlewire’s costs for the same materially increase during the term of the applicable Agreement(s).
(d) In the event Customer exceeds the applicable limits for Notifications sent via voice or SMS text messages, Customer will be charged for such additional Notifications. Singlewire will provide notice and an invoice for such charges to Customer and Customer shall have a reasonable time to pay such charges or otherwise subscribe to and pay for additional voice or SMS text message capacity.
(4) Notifications. Without limiting anything set forth in the applicable Agreement(s) regarding Customer Data, including, without limitation, any rights or licenses granted with respect to Customer Data, Customer agrees as follows:
(a) all InformaCast Content is the sole responsibility of Customer, including, without limitation, the integrity, legality and quality of all InformaCast Content;
(b) neither Customer nor any of Customer’s Users will send, or attempt to send, any Notifications to any Endpoints via telephone line or telephone number other than for emergency purposes or with the prior express consent of the contacted party (where such consent has not been withdrawn or otherwise revoked);
(c) InformaCast Content shall not infringe the Intellectual Property rights of any Party or third party, violate any applicable laws, including, without limitation, any applicable privacy laws, conflict with any of Customer’s applicable privacy policies or notices or violate any Party’s or third party’s right to privacy;
(d) Singlewire or its service providers or suppliers may block Notifications based on instructions from potential Recipients without any liability to Customer. Customer shall not circumvent, or attempt to circumvent, any such blocks;
(e) Singlewire has no obligation or liability for any loss, alteration, destruction, damage, corruption or recovery of any Customer Data collected through, or otherwise generated by, Customer’s access to or use of the InformaCast Services, including, without limitation, any InformaCast Content or Notifications. Without limiting the foregoing, under no circumstances will Singlewire or any of its service providers or suppliers be responsible for any loss, alteration, destruction, damage, corruption, recovery or loss of access to any such Customer Data or any damage or liability arising out of such Customer Data, including, without limitation, any mistakes or errors contained in any such Customer Data or the use or transmission of any such Customer Data, any such Customer Data that infringes the Intellectual Property rights of any Party or third party or the failure of a Notification to reach the intended Recipient(s); and
(f) Notifications and other communications made through or in connection with Customer’s access to or use of the InformaCast Services are not considered secure communications and neither Customer nor any of Customer’s Users have any expectation of privacy in any Notifications sent or received through or in connection with the InformaCast Services.
(5) Prohibited Uses. Without limiting anything set forth in the applicable Agreement(s), Customer will not access or use or permit or attempt to access or use the InformaCast Services or InformaCast Materials:
(a) to engage in or facilitate any illegal, unethical, deceptive or misleading practices, including, without limitation, creating a false identity or forged contact information or message header or otherwise attempt to mislead others as to the identity of the sender or the origin of any Notification;
(b) in connection with any telemarketing, commercial messages, advertisements or solicitations, junk email, junk phone messages, spam or any unsolicited or harassing messages (commercial or otherwise); or
(c) in any manner which violates or facilitates the violation of any law, statute, ordinance, rule or regulation, including, without limitation, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Do Not Call Implementation Act, the Health Insurance Portability and Accountability Act, law governing export control and any related rules or regulations.
(d) Passive Conduit. Customer acknowledges and agrees that the InformaCast Services are merely passive conduits for the distribution and transmission of InformaCast Content via Notifications by Customer to Recipients.
(e) Third Party Active Directories. To the extent Customer’s access to and use of the InformaCast Services permits the use of third party active directories, Customer and Customer’s Users shall only access and use those third party active directories that Customer has all necessary rights, licenses and authorizations to access and any and all access to and use of any third party active directories through or in connection with Customer’s use of the InformaCast Services shall comply with all terms and conditions applicable to such third party active directories imposed on or otherwise applicable to Customer.
(f) No Reliance. Without limiting anything set forth in the applicable Agreement(s), Customer acknowledges and agrees that Customer’s acquisition of the right to access and use the InformaCast Services was not made in reliance on an expectation Singlewire will provide or otherwise make available any additional features or functionalities to the InformaCast Services in the future or on any statements made by Singlewire regarding the possibility of any such future features or functionalities.
3. Installed Technology.
(a) General. In addition to any Products specified in the applicable Order Form, Customer’s access to or use of the InformaCast Services may require Customer to install associated software provided or otherwise made available by Singlewire to Customer on Customer’s systems (“Installed Technology“), as set forth in the Documentation. This Section applies to the extent Customer’s access to or use of the InformaCast Services requires the installation and use of Installed Technology.
(b) Delivery. Any Installed Technology will be provided or otherwise made available by Singlewire to Customer via download pursuant to applicable instructions provided by Singlewire to Customer.
(c) License. Subject to the terms and conditions of the applicable Agreement, during the term of the applicable Agreement(s), Singlewire grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to install the Installed Technology on Customer’s applicable systems and to use such Installed Technology solely in accordance with the terms of the applicable Agreement and the Documentation to facilitate Customer’s access to and use of the InformaCast Services.
(d) Releases and Patches.
(1) During the term of the applicable Agreement(s), Singlewire will provide or otherwise make available to Customer maintenance updates, revisions and product enhancements for the applicable Installed Technology and Documentation (collectively, “Installed Technology Releases“) if and when Singlewire makes any such Installed Technology Releases generally available.
(2) Subject to the terms of the Singlewire Support Services Schedule, Singlewire may provide patches and fixes to Customer for reproducible errors that result in the Installed Technology not operating in substantial conformity with the then-current applicable Documentation (collectively, “Installed Technology Patches“).
(3) Installed Technology Releases and Installed Technology Patches (collectively, “Installed Technology Updates“), if any, are hereby deemed part of the Installed Technology or Documentation, as applicable.
(4) In the event Singlewire makes an Installed Technology Update available to Customer, Singlewire will notify Customer of the availability of such Installed Technology Update via email, through a notification provided within the InformaCast Services or, at Singlewire’s discretion, by telephone or other direct communication. Upon Singlewire providing such notification or otherwise providing Customer an Installed Technology Update, Customer shall promptly use commercially reasonable efforts to test, install and implement production use of such Installed Technology Update and discontinue any and all use of any InformaCast Services or Documentation which has not implemented the applicable Installed Technology Update.
(5) Notwithstanding anything to the contrary herein:
(a) Singlewire shall have the right to withdraw any Installed Update in the event of an emergency, which may include, without limitation, an Installed Technology Update that may negatively impact: (1) the functionality of the InformaCast Services or Installed Technology, (2) Customer; or (3) Singlewire;
(b) Singlewire may, but is not obligated to, automatically apply any Installed Technology Update to any Installed Technology; and
(c) Customer is responsible for acquiring at its own cost and expense any updated or additional hardware, software, firmware or other components necessary to test, install or implement production use of any Installed Technology Update.
APPENDIX 1
INFORMACAST SERVICE LEVEL AGREEMENT
This InformaCast Service Level Agreement (“SLA”) forms part of the InformaCast Service Schedule and sets forth Singlewire’s service level commitment with respect to Customer’s ability to access and use the InformaCast Services during the term of the applicable Agreement.
1. Defined Terms. For purposes of this SLA, the following capitalized terms shall have the meanings ascribed thereto. Other capitalized terms used in this SLA are defined in the context in which they are used and shall have the meanings there indicated. Other capitalized terms used but not defined herein shall have the meanings given to them in the applicable Agreement.
(a) “Available” means the InformaCast Services are available for access and use by Customer and Customer’s Users over the internet. For clarity, except as provided in this SLA, the InformaCast Services shall be considered Available at any time the InformaCast Services are operable, even if the InformaCast Services are experiencing intermittent or degraded service or the performance of the InformaCast Services are otherwise impaired; provided, however, the InformaCast Services shall not be considered Available when, due to an error or malfunction directly within the InformaCast Services or Singlewire’s systems used to operate and provide the InformaCast Services to Customer: (1) all Notifications Customer sends through the InformaCast Services are not delivered to the intended Recipients to one or more of the following Endpoints: (a) on-premise devices; (b) mobile devices (SMS text messages or telephone calls); (c) telephones; (d) email addresses; or (e) mobile and desktop apps included within the InformaCast Materials (push notifications); or (2) the InformaCast Services fail to send all Notifications initiated from one or more of the following sources: (a) on-premise triggers configured by Customer within the InformaCast Services; (b) the InformaCast Services web application available to Customer’s Administrators within the InformaCast Services or the InformaCast Materials; (c) mobile and desktop apps included within the InformaCast Materials; (d) inbound CAP as configured by Customer within the InformaCast Services; (e) inbound email as configured by Customer within the InformaCast Services; or (f) wearable panic buttons provided as Products and as configured by Customer within the InformaCast Services.
(b) “InformaCast Service Level Failure” means a material failure of the InformaCast Services to meet the InformaCast Services Availability Commitment.
(c) “InformaCast Service Period” means each calendar month during which Customer is authorized to access and use the InformaCast Services pursuant to an applicable Agreement.
(d) “InformaCast Service Period Availability” means, for each InformaCast Service Period, the number of minutes the InformaCast Services are Available to Customer or Customer’s Users.
(e) “InformaCast Service Period Expected Uptime” means, for each InformaCast Service Period, the number of minutes within such InformaCast Service Period minus the duration (in minutes) of any InformaCast Service Exceptions.
(f) “InformaCast Services Scheduled Downtime” means the time during which the InformaCast Services are not Available due to maintenance for which Singlewire has provided at least twenty-four (24) hours’ advance notice via email to Customer.
2. Scope of SLA. This SLA only applies to Customer’s access to and use of the InformaCast Services under an applicable Agreement. For clarity, this SLA shall not apply to Singlewire’s provision of any Professional Services to Customer under an applicable Agreement.
3. InformaCast Services Availability and Scheduled Maintenance.
(a) InformaCast Services Availability Commitment. During each InformaCast Service Period, Singlewire will use commercially reasonable efforts to ensure the InformaCast Service Period Availability is, in accordance with the applicable Agreement and Documentation, at least 99.99% of the applicable InformaCast Service Period Expected Uptime (the “InformaCast Services Availability Commitment“).
(b) Exceptions. For purposes of calculating the applicable InformaCast Service Period Availability, the following are “Exceptions” to the InformaCast Service Period Expected Uptime, and no InformaCast Service Level Failure shall be deemed to occur in connection with any failure to meet the InformaCast Services Availability Commitment where the InformaCast Services are not Available, in whole or in part, due to:
(a) InformaCast Services Scheduled Downtime;
(b) intermittent unavailability lasting less than sixty (60) seconds;
(c) Customer’s or any Customer’s User’s access to or use of the InformaCast Services, Customer’s Accounts or Customer’s AccountIDs in any manner that is not in compliance with the applicable Agreement and Documentation;
(d) Customer’s connectivity to the internet;
(e) failure, interruption, outage or other problem with any software, hardware, system, network facility or other materials not supplied by Singlewire pursuant to the applicable Agreement, including, without limitation, the Equipment;
(f) any other circumstance beyond Singlewire’s reasonable control, including, without limitation, Customer’s or any Customer’s User’s misuse of the InformaCast Services;
(g) any suspension or termination of Customer’s or any Customer’s User’s access to or use of the InformaCast Services as permitted by the applicable Agreement; or
(h) any Force Majeure Event.
(c) InformaCast Service Level Failures and Remedies.
(1) InformaCast Service Credits. Subject to the terms of the applicable Agreement and this SLA, in the event of an InformaCast Service Level Failure during an InformaCast Service Period, Singlewire shall issue a credit to Customer (each, an “InformaCast Service Credit“). For purposes of calculating an InformaCast Service Credit, for each InformaCast Service Period, where the InformaCast Service Period Availability during such InformaCast Service Period is:
(a) less than ninety-nine and ninety-nine hundredths percent (99.99%) but more than ninety-nine percent (99%) of the InformaCast Service Period Excepted Uptime, Singlewire will provide Customer with an InformaCast Service Credit in the amount of ten percent (10%) of the prepaid monthly fees (or allocable portion thereof) for the applicable InformaCast Services paid to Singlewire or the applicable Reseller for the applicable InformaCast Service Period; or
(b) less than ninety-nine percent (99%) of the InformaCast Service Period Expected Uptime, Singlewire will provide Customer with an InformaCast Service Credit in the amount of twenty-five (25%) of the prepaid monthly fees (or allocable portion thereof) for the applicable InformaCast Services paid to Singlewire or the applicable Reseller for the applicable InformaCast Service Period.
(2) Customer Requirements. Notwithstanding the foregoing, Singlewire has no obligation to issue any InformaCast Service Credit to Customer unless Customer:
(a) immediately notifies Singlewire upon becoming aware the InformaCast Service is not Available; and
(b) provides a written request to Singlewire for each InformaCast Service Credit within ten (10) days of the end of InformaCast Service Period during which the InformaCast Service Level Failure occurred.
(3) Issuance. Any InformaCast Service Credit payable to Customer under this SLA will be issued to Customer in the calendar month following the InformaCast Service Period in which the InformaCast Service Level Failure occurred. This Section 3(c) sets forth Singlewire’s sole obligation and liability and Customer’s sole remedy for any InformaCast Service Level Failure.
Last Updated October 2023