This Branded Caller ID Addendum ("Addendum") is part of the Terms & Conditions between Clarity Communication Advisors, Inc. ("Clarity") and Customer (the "Agreement") and is incorporated into the Agreement by reference. Capitalized terms not defined in this Addendum have the meanings given in the Agreement, and references to numbered Sections are to Sections of the Agreement.
This Addendum applies to Clarity's branded caller identification services, through which Clarity registers telephone numbers with third-party branded calling providers and wireless carriers (each a "Branding Provider") so that a business name and, where offered, a logo and reason for calling (together, "Display Content") may be presented to called parties ("Branded Caller ID"), and to the telephone number reputation monitoring and management services Clarity provides in connection with Branded Caller ID ("Reputation Services"). Where this Addendum conflicts with another provision of the Agreement with respect to Branded Caller ID or Reputation Services, this Addendum controls.
a. Enrollment and Administration.
Branded Caller ID and Reputation Services are optional and are provided only for telephone numbers enrolled by Order, through the portal, or by written request from an authorized account contact. Only the subscriber of record for a number may enroll it or approve its Display Content, except that Clarity may also register a number at the direction of the owner of a name, mark, logo, or brand displayed on that number where that owner has agreed in writing with Clarity to pay the Branded Caller ID charges for the number. Clarity administers Branded Caller ID and Reputation Services on Customer's behalf, including submitting information for vetting and registering, updating, and removing enrolled numbers with Branding Providers. Enrollment authorizes Clarity and the Branding Providers to take those actions and to transmit and display the Display Content on calls originating from enrolled numbers. Changes are generally completed within five (5) business days after Clarity receives a complete request.
b. Authorization on File.
Clarity registers and maintains Display Content only while Clarity holds a valid and current authorization, in a form acceptable to Clarity, from the person or entity that Clarity determines owns or controls each name, mark, logo, or brand included in the Display Content. Clarity determines in its sole discretion whether such an authorization exists, is valid and current, and covers a particular number or item of Display Content, and Clarity's determination is final. Customer acknowledges that its own agreements with, or permissions from, any owner of a name, mark, logo, or brand do not by themselves satisfy this requirement. If an authorization expires, is revoked or limited, or is in Clarity's judgment insufficient, Clarity may decline, modify, or remove the affected Display Content immediately and without liability. Customer represents and warrants that all information it provides for vetting is accurate and complete, and that the Display Content for its numbers accurately identifies the business on whose behalf each call is placed and is not false, misleading, or likely to deceive any called party as to the caller's identity or purpose. To the extent of Customer's rights, Customer grants Clarity and the Branding Providers a non-exclusive, royalty-free, revocable license to use, reproduce, transmit, and display Display Content solely to provide Branded Caller ID. This license is separate from Section 25 and ends for any number when that number is removed from Branded Caller ID.
c. Proper Use.
Customer shall use Branded Caller ID only for lawful calls placed by or for Customer's own business, and shall comply with all applicable laws and requirements, including the Telephone Consumer Protection Act (47 U.S.C. § 227) and its implementing rules (47 C.F.R. § 64.1200 et seq.), the Truth in Caller ID Act and the FCC's caller identification rules (47 C.F.R. §§ 64.1600–64.1605), the Telemarketing Sales Rule, state telemarketing, do-not-call, and caller identification laws, and applicable CTIA guidelines. Customer shall not use Branded Caller ID, or request Display Content, that (i) is illegal, fraudulent, deceptive, or misleading, including unlawful robocalls or unlawful unsolicited advertising; (ii) impersonates, or implies an affiliation with, any other person, business, brand, or government entity; (iii) is obscene, sexually explicit, hateful, harassing, threatening, defamatory, profane, or discriminatory; (iv) targets persons under eighteen (18) years of age; (v) promotes illegal drugs, alcohol abuse, tobacco, gambling as a central theme, or automatic or military-style weapons; (vi) infringes any intellectual property or other right of a third party; (vii) disparages any wireless carrier; or (viii) contains payment card data, nonpublic personal financial information, or protected health information. Calls placed for Customer by a call center or other agent remain Customer's responsibility, and the Display Content for those calls must identify Customer.
d. Approval, Revocation, and Suspension.
All Display Content is subject to approval by Clarity, the Branding Providers, and wireless carriers, any of which may reject it at any time for any reason. Clarity or any Branding Provider may, in its sole discretion, immediately suspend, revoke, or discontinue Branded Caller ID, Reputation Services, or both, for any number or for Customer's account, with or without cause and with or without prior notice, including where a Branding Provider or carrier directs or requests it; where a violation of this Addendum, the Acceptable Use Policy, or applicable law is suspected; where an enrolled number receives a negative reputation determination; where an authorization described in subsection (b) lapses or is questioned; or where Clarity's arrangement with a Branding Provider ends or changes. Clarity will notify Customer promptly after acting under this subsection. Suspension, revocation, or discontinuance of Branded Caller ID or Reputation Services does not suspend Customer's other Services, does not relieve Customer of charges incurred before it, and does not entitle Customer to terminate other Services without Disconnect Fees. Clarity shall have no liability for any rejection, suspension, revocation, or discontinuance under this subsection.
e. Customer Notice Obligations.
Customer shall notify Clarity in writing before any port-out, disconnection, or reassignment of an enrolled number, and within five (5) business days of (i) any change to Customer's legal name, assumed name, ownership, or business category, or to the Display Content Customer wants presented; (ii) the termination, expiration, transfer, or change of any franchise, license, or other relationship under which a name, mark, logo, or brand appears in Customer's Display Content; (iii) any complaint, carrier or Branding Provider notice, governmental inquiry, or litigation relating to calls from an enrolled number; and (iv) any material change in calling practices from an enrolled number, including the use of automated dialing, prerecorded or artificial-voice messages, or a third-party call center. Customer remains responsible for all charges, and for all calls presenting its Display Content, until Clarity has received the notice and had a reasonable opportunity to act on it.
f. Charges.
Customer shall pay Branded Caller ID and Reputation Services charges at the rates stated in its Order, including per-call charges for each call on which Display Content is delivered and any per-number, monitoring, setup, or administrative charges, except charges that the owner of a name, mark, logo, or brand has agreed in writing with Clarity to pay. Per-call charges are usage charges invoiced in arrears under Section 5 and are determined from the Branding Provider's records, which control absent manifest error. Customer is responsible for all charges for calls from enrolled numbers, whether authorized, unauthorized, or fraudulent. Customer is also responsible for all fees, surcharges, and charges imposed by Branding Providers, wireless carriers, or other third parties in connection with Customer's Branded Caller ID or Reputation Services, including carrier fees and charges resulting from regulatory action, together with applicable Taxes under Section 9. Clarity may change Branded Caller ID and Reputation Services rates, and may pass through any increase in Branding Provider or carrier charges, upon thirty (30) days' notice; Section 12's restriction on increasing base Monthly Recurring Charges does not apply to these charges. Disputes are governed by Section 13.
g. No Guarantee.
Presentation of Display Content depends on the called party's wireless carrier and device, network conditions, call authentication, and the determinations of the Branding Providers and carriers, and is available only on certain carriers and devices. Clarity does not guarantee that Display Content will appear on any call or will appear as submitted, does not guarantee any effect on answer rates, and does not control or guarantee how carriers, analytics providers, or devices label calls, including spam or fraud labels, or any reputation score, determination, or review outcome. Where logo or other enhanced display is enabled, calls that cannot be verified may be presented without branding or with a risk warning. Branded Caller ID and Reputation Services are subject to Sections 20, 22(a), 29, and 30.
h. Reputation Review and Remediation.
If an enrolled number receives a negative reputation determination, Clarity may request review from the Branding Provider on Customer's behalf, and Customer shall provide on request call records and evidence that the calls complied with applicable law. Review outcomes are determined solely by the Branding Provider. Where Customer's calling activity results in carrier or Branding Provider penalties, number reputation remediation, or blocking or labeling of telephone numbers served by Clarity, Customer shall reimburse Clarity for its reasonable, documented costs and expenses incurred as a direct result, together with an administrative charge at Clarity's then-current rate, as provided for messaging in Section 22(c).
i. Information Sharing.
Customer authorizes Clarity to share with the Branding Providers, their vetting partners, and wireless carriers the information needed to provide Branded Caller ID and Reputation Services, including Customer's legal and assumed names, business address and contact information, business category, enrolled numbers, Display Content, and related call information. Branding Providers may retain business category information and use it to improve their services and to identify calls through their other services, including after Branded Caller ID ends. Clarity may also confirm to the owner of any name, mark, logo, or brand in Customer's Display Content which of Customer's numbers present it. Clarity's handling of this information is further described in the Privacy Policy.
j. Removal and Discontinuance.
Clarity will remove an enrolled number from Branded Caller ID (i) upon Customer's written request; (ii) upon port-out, disconnection, or cancellation of the number or the related Services; (iii) upon termination of the Agreement; or (iv) at the direction of the owner of any name, mark, logo, or brand in the Display Content, as to that Display Content. Per-call charges stop when removal is completed, and any recurring Branded Caller ID or Reputation Services charges stop at the end of the then-current billing cycle. Clarity may discontinue Branded Caller ID or Reputation Services, in whole or in part, upon thirty (30) days' notice, or immediately if a Branding Provider or carrier discontinues or suspends the service to Clarity; in that event Clarity's only obligation is to stop charging for the discontinued service. Discontinuance of Branded Caller ID or Reputation Services is not a diminishment of core functionality under Section 18.
k. Indemnification.
Without limiting Section 31, Customer's indemnification obligations extend to the Branding Providers and wireless carriers and include claims arising from Display Content requested by Customer, Customer's calling practices, any name, mark, logo, or brand presented on Customer's numbers at Customer's request without authority, or any breach of this Addendum.