LCSI TERMS OF SERVICE

ALIPro™ and ALIProWeb™ Location Identification Processing Services for 911 Emergency Response

Last updated October 2023

This is an agreement (“Agreement”) between you (“Customer”) and Louis Consulting & Systems Integration, Inc. (“LCSI”), the owner and provider of ALIPro™ and ALIProWeb™ automatic location identification (“ALI”) processing services (“Services”), individually known as a “Party” and collectively known as “Parties” to this Agreement. This agreement describes your rights and the conditions (“Terms”) upon which you may use LCSI’s Services.

By subscribing to one or more of LCSI’s Services, you agree to all of the Terms herein and consent to the transmission of certain information during your use of such Services pursuant to the LCSI Privacy statement described in Section 2 below. If you do not accept and comply with these Terms, you may not use LCSI’s Services.

1. SCOPE

LCSI shall provide a Private Switch Automatic Location Identification (“PS/ALI”) service known as “ALIPro™”, or “ALIProWeb™” to the Customer which will allow the Customer to make updates to the ALI database of record for the sole purpose of associating physical locations to a Customer’s Direct Inward Dial (“DID”) telephone numbers for E911 emergency response purposes.

This agreement applies to the ALIPro™ and ALIProWeb™ Services described within the following websites only: www.LCSIInc.com, www.ALIProWeb.com, and www.ALIPro.net, which may change from time to time without notice.

2. PRIVACY

LCSI acknowledges that ANI/ALI information provided by the Customer and subsequently processed and uploaded to the ALI database of record is sensitive and private in nature. LCSI will never disclose this information to a third party except as needed to fulfill its obligations to provide ALI services to the Customer.

3. TERM

The term of this Agreement shall begin on the date that the Customer creates an account with LCSI and shall end upon receipt of a written notice of termination by either Party. Upon termination, Customer agrees to pay LCSI any unpaid amounts due pursuant to these Terms.

4. FEES

The Customer agrees to compensate LCSI, in advance of service, for the PS/ALI service. Such compensation shall include a one-time account initiation and setup fee and an annual recurring (“Service Period”) fee determined on the basis of the number of DID numbers to which the Customer subscribes from their Telecommunications Services Provider (“TSP”) (i.e., LEC, ILEC, et cetera).

LCSI’s current fee schedule is available on the ALIPro™ website at www.ALIPro.net. This fee schedule may be adjusted from time to time over the term of this Agreement. LCSI shall notify Customer via email of any fee changes at least 30 days prior to the next annual Service Period.

5. PAYMENT

LCSI’s Services, will be billed to Customer annually in advance of service and due as a lump sum by the first day of each calendar year of the service period. Nonpayment or delayed payment may place Customer Services into a pending state and no ALI updates will be processed until payment is received. Invoicing for each calendar year will occur around late November.

LCSI Service accounts initially created mid-year will be prorated to the end of that year and invoiced accordingly.

The initial account fee includes the cost to migrate ALI record management from an existing PS/ALI administrator to LCSI. Any additional ALI number migrations will also incur a cost for each such migration equivalent to the initial account fee. The Customer is encouraged to include all DID numbers to which they subscribe in their initial ALI migration list to avoid future migration (initial account) fees.

6. CUSTOMER OBLIGATIONS

Customer shall:

  1. Apply for an ALIProWeb™ account, create a user profile, and maintain the accuracy of this profile through LCSI’s ALIProWeb™ portal during the Term of this Agreement.
  2. Provide LCSI with an initial ALI update file in an approved and prescribed format, including, but not limited to, naming standards and content, containing all Customer DID records to which Customer subscribes.
  3. Provide ongoing PS/ALI update files in an approved and prescribed format, including, but not limited to, naming standards and content.
  4. Maintain the accuracy of Customer ALI records at all times.
  5. Respond to requests of any type from LCSI in a timely manner.
  6. Submit timely payments, in advance of service, prior to the beginning of each new ALIProWeb™ service period.
  7. Immediately notify LCSI of staff changes necessitating the revocation of user login and update privileges to the ALIProWeb™ portal.
7. LCSI OBLIGATIONS

LCSI shall:

  1. Provide Customer with a unique Portal ID.
  2. Perform an initial migration of Customer’s ALI data in the master ALI database of record.
  3. Accept and process ongoing Customer submitted ALI update files and update the master ALI database of record in a complete and timely manner.
  4. Provide error and status information to Customer concerning Customer’s file uploads, acceptability, and processing.
  5. Maintain a web-based PS/ALI file upload portal for use by the Customer.
  6. Respond to Customer’s service requests in a timely manner.
  7. Bill Customer for ongoing service in a timely manner.
8. ACCURACY

LCSI assumes no responsibility for the accuracy or correctness of the existing master ALI database of record nor the Customer provided DID number ownership, ALI records, or ALI updates.

9. AGENCY

LCSI is authorized to communicate with the Customer’s TSP, the ALI database administrator of record, and any other entities necessary to fulfil its obligation to the Customer under the scope of this Agreement. A signed Letter of Agency (“LOA”) shall be provided by the Customer during the initial account signup process. A template for this LOA can be found at https://aliproweb.com/documents/. This is the only agency role allowed of LCSI and it shall not independently legally or financially bind the Customer to any obligation whatsoever. For the avoidance of doubt, the relationship between Customer and LCSI is that of independent contractors and neither Party shall be considered to be the employer or employee of the other Party for any purpose. Nothing in this Agreement or any other agreement shall be construed to create between the parties a relationship as partners, joint ventures or as employees of one another. In no event shall either party enter into, or purport to have the authority to enter into, agreements on behalf of the other or to legally bind the other.

10. TERMINATION

Either Party may terminate this Agreement at any time, without cause and for any reason including convenience, upon 30 days written notice to the other Party.

If the termination is at will by Customer, LCSI shall retain any prepaid service fees and Customer shall not be reimbursed or otherwise compensated for any remaining unearned amounts paid by Customer.

If the termination is at will by LCSI, LCSI shall reimburse the Customer, on a prorated basis, for any unearned amounts paid by Customer.

11. WARRANTY

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE RELATED DOCUMENTS, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES INCLUDING WARRANTIES OF TITLE, INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LCSI DOES NOT REPRESENT OR WARRANT THAT ALIPRO™ or ALIPROWEB™, INCLUDING THE INFORMATION AVAILABLE IN IT, ON LCSI’S WEBSITE OR ANY SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

12. LIMITATION ON LIABILITY

NOTWITHSTANDING THE INDEMNIFICATION OBLIGATIONS OF SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, OR DAMAGES SUSTAINED BY THIRD PARTIES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY HEREUNDER EXCEED THE GREATER OF THE AMOUNTS PAID OR PAYABLE BY CUSTOMER HEREUNDER.

13. INDEMNIFICATION

Each Party shall, to the fullest extent permitted by law, defend, indemnify, and hold the other Party and its respective agents harmless from and against all third party claims, demands, losses, damages or costs (including reasonable attorneys’ fees), including but not limited to damages arising out of bodily injury or death to persons and damage to property, caused by or resulting from; (i) the sole negligence or willful misconduct of the indemnifying Party, its officers, employees, agents, and sub-contractors; (ii) infringement of any third party intellectual property interest.

14. NON-DISCRIMINATION

Neither Party shall discriminate against any employee or applicant for employment because of race, color, age, sex, marital status, sexual orientation, gender identity, political ideology, creed, religion, ancestry, national origin, honorably discharged veteran or military status or the presence of any sensory, mental or physical handicap.

15. NOTICES

All notices hereunder will be given in writing, will refer to this Agreement and will be personally delivered or sent by overnight courier, receipted facsimile transmission, registered or certified mail (return receipt requested) or email with return receipt to the respective Party’s address of record associated with the Customer account. Notice will be deemed given upon confirmation of receipt. Any Party may from time to time change such address by giving the other party notice of such change in accordance with this provision.

16. FORCE MAJEURE

Any delay in the performance of any duties or obligations of either Party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, fire, earthquake, flood or any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable.

17. GOVERNING LAW, JURISDICTION AND VENUE

This agreement shall be governed by and construed in accordance with the internal laws of the State of Washington, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. All disputes arising out of or in connection with this agreement shall be exclusively under the jurisdiction of the state and federal courts located in Seattle, Washington. Each Party to this agreement expressly consents to the personal jurisdiction of such courts and irrevocably waives any objection to venue in such courts based on forum non conveniens or other rule of law.

18. SEVERABILITY

If any portion of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of appropriate jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

19. ASSIGNMENT

Neither Party may assign this Agreement without the prior written consent of the other Party, and any assignment without such prior written consent shall be void, provided, however that either Party may assign this Agreement to any affiliate or a purchaser of substantially all its assets or outstanding equity without such consent. Subject to the foregoing, this Agreement will inure to the benefit of and will be binding upon the Parties and their respective permitted successors and assigns.

20. ENTIRE AGREEMENT

This Agreement, its Exhibits, and terms referenced and incorporated within, constitute the entire agreement between the Parties and supersede any prior oral or written agreements related to the Services. If any provision of this Agreement is held to be invalid, such invalidity will not affect the remaining provisions. This Agreement may be executed in counterparts, electronically, but shall not be enforceable unless signed by both Parties. This Agreement may not be amended or modified except by a writing signed by both Parties.

21. WAIVER

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

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