VoIP Terms and Conditions Supplement 2019.01
Supplement to Networking, Computer and Telecommunications Equipment, Software, Services
and Consulting Contract
Section 6.0 CLOUD AND VOIP SERVICES
6.1 The Service. The services consist primarily of Voice over Internet Protocol services, which may be offered by The Maynard Group in a variety of forms and packages (each being a "Service" and collectively being the "Services"). The Service(s) shall consist of a combination of software solutions, products, networks, services and hosting facilities (the "Network"), components of which The Maynard Group has been granted access and/or licenses to by third party licensors, suppliers, vendors, and subcontractors ("Third Party Vendors"). In no event shall The Maynard Group's use of, or contractual arrangement with any Third Party Vendors create any agency, employment, joint venture, partnership, representation or fiduciary relationship, and neither The Maynard Group nor its Third Party Vendors shall have the authority to create any obligation on behalf of the other.
Customer may select and order specific Service(s) by completing and signing an order form furnished by The Maynard Group (hereinafter the "Order Form"). Except as otherwise indicated, the Service(s) may be purchased by Customer exclusive of the others. Fees and charges associated with the Service(s) shall be set forth within each Service's respective Order Form and/or other fee schedules or policies furnished by The Maynard Group. The Maynard Group and any Third Party Vendor may modify, expand, improve, maintain and/or repair the Service(s) or Network at any time and without liability to the Customer or any third party although such process may require a temporary suspension of Service(s) or increased rates.
6.2 SERVICE LIMITATIONS.
0+ calling (including without limitation collect or third party billing), 900 and 976 calls, and 10-10 "dial-around" calls, and/or some x11 calls are not supported in all cases.
6.3 911 AND E911 LIMITATION OF LIABILITY AND INDEMNITY.
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE MAYNARD GROUP WILL NOT BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 911 OR ANY OTHER EMERGENCY TELEPHONE NUMBER USING THE MAYNARD GROUP, AT&T OR OTHER SERVICE PROVIDER. CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE MAYNARD GROUP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE SERVICE, INCLUDING THOSE RELATED TO 911 DIALING.
THE MAYNARD GROUP DOES NOT MAKE, NOR DOES IT INTEND TO MAKE, SPECIFIC REPRESENTATIONS OR WARRANTIES BASED ON THE STATEMENTS ABOVE AS IT CANNOT FORESEE EVERY POSSIBLE COMBINATION OF EVENTS. THE FACT THAT THE MAYNARD GROUP MAY CONNECT 911 OR E911 PHONE CALLS, INCLUDING IN SITUATIONS IN WHICH 911 OR E911 SERVICES ARE NOT AVAILABLE OR ARE NOT ORDERED BY CUSTOMER, DOES, IN NO WAY, CREATE A WARRANTY THAT SUCH CALL WILL BE CONNECTED ERROR FREE OR WITHOUT DELAY. THE MAYNARD GROUP MAY CHARGE CUSTOMER ADDITIONAL FEES AND/OR PASS THROUGH TO CUSTOMER ANY CHARGES, FEES, TAXES OR OTHER AMOUNTS ASSESSED ON THE MAYNARD GROUP FOR ANY 911 OR E911 CALL THAT IS CONNECTED IF THE SERVICE ORDERED DOES NOT INCLUDE 911 OR E911.
6.4 ORDERING THE SERVICE. Customer may select and order any of the Service(s) offered by The Maynard Group by completing and submitting an order form (the "Order Form"). The Order Form requires Customer to provide certain information including, but not limited to, Customer's name, E911 information, billing address, email address and credit card or banking information. Such information must be accurate, current and complete. Customer agrees to ensure that all such information is always accurate and complete. Customer acknowledges that if it provides any information that is untrue, inaccurate, not current, or incomplete, Customer's rights to use the Service(s) may be suspended or terminated without liability on the part of The Maynard Group.
6.5 TERM. These Terms of Service shall apply upon Customer's submission of a completed and signed Order Form; provided that if Customer acquires access to or uses the Service(s) without submitting an Order, then these Terms of Service shall immediately apply upon such use or access. The Maynard Group shall provide Customer a Service Commencement Date when such date is known to The Maynard Group. The Maynard Group may change such date, without liability, in its sole discretion.
Subject to the provision of these Terms of Service and unless a longer term is specified in the Order Form (Length of Term), either Party may terminate any of the Services ordered hereunder, without further liability, upon thirty (30) days written notice to the other. Customer shall remain responsible and shall pay all charges and fees associated with the Service(s) that accrue up to termination.
6.6 EQUIPMENT. Customer shall be solely responsible for any liabilities that arise from the equipment, software and facilities used and/or provided by the Customer. Customer agrees to indemnify and hold The Maynard Group, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising from the foregoing.
6.7 DATABASE UPDATES.
Customer shall furnish all information reasonably requested by The Maynard Group in order for The Maynard Group to provide each Service. Customer shall ensure that all information and data that it has given or that it will give to The Maynard Group, including but not limited to Customer's billing information, mailing address and email address, is current and accurate at all times. The Maynard Group shall have no responsibility to verify the accuracy of any information provided by Customer and shall have no liabilities or obligation relative to any amount billed or notices delivered incorrectly as a result of inaccurate information provided by Customer and Customer's failure to correct or update the same. Customer agrees to indemnify and hold The Maynard Group, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to Customer's failure to perform the foregoing obligation.
6.8 UNLAWFUL AND PROHIBITED USE.
The customer is expressly prohibited from using the Service(s) in a manner that would, in any way, constitute or encourage conduct that is criminal in nature, that may give rise to a civil liability, or that otherwise violates any applicable laws or regulations. In addition, the Customer is expressly prohibited from using the Service(s): (a) for any abusive or fraudulent purpose; (b) in a manner that enables Customer or any third party to avoid any obligation to pay for the Service(s); (c) in a manner that is deemed to interfere with, disrupt, or present a risk to the Service(s), Network, software, property, or security of The Maynard Group, its customers, its Third Party Vendors or other third parties, whether directly or indirectly; (d) in a manner that results in usage inconsistent with The Maynard Group's expectations or the purpose for which The Maynard Group is providing the Service(s); and/or (e) in a manner that may violate these Terms of Service, or the policies of The Maynard Group. Customer shall provide, at its cost, all reasonably necessary security equipment, software, facilities and other apparatus to ensure that the Service(s) are not used in a fraudulent or unauthorized manner, whether by the Customer or any third party. If The Maynard Group determines, in its sole discretion, that the Customer is using the Service(s) in a manner that violates or is contrary to this Section then The Maynard Group, as well as any affected Third Party Vendors, shall have the right, without liability, to block, suspend or terminate the Service(s), or any part thereof, without notice. Customer shall be responsible for any liabilities and obligations arising from its use of the Service(s) that is contrary to, or violates this Section. Customer agrees to indemnify and hold The Maynard Group, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of the Customer's violation of this Section. If The Maynard Group, in its sole discretion, believes that Customer's actions or omissions may be considered criminal in nature, The Maynard Group may forward personally identifiable information to the appropriate authorities for investigation and prosecution.
6.9 AUDIT AND LAW ENFORCEMENT.
The Maynard Group reserves the right to audit, track or monitor the Customer's use of the Service(s) to (a) enforce the provisions of these Terms of Service; (b) conform to legal requirements or comply with legal process; (c) protect and defend the rights or property of The Maynard Group or any Third Party Vendors; (d) respond to request for identification in connection with a claim of copyright or trademark infringement, or unlawful activity; (e) act to protect the interests of The Maynard Group's customers (f) conform to The Maynard Group's contractual obligation with any Third Party Vendor; or (g) provide the Service(s). Customer agrees that these Terms of Service are sufficient notice to Customer of such monitoring to the extent any notice is required under applicable federal or state law.
6.10 PRIVACY. The Service(s) utilizes the public Internet and third party networks. The Maynard Group and its Third Party Vendors shall not be liable for any lack of privacy which may be experienced by the Customer with regard to the Service(s). Customer shall be solely responsible for any liabilities arising from the Customer's lack of privacy. Customer agrees to indemnify and hold The Maynard Group, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of the Customer's lack of privacy.
6.11 CONTENT.
Neither The Maynard Group nor any of its Third Party Vendors operate or control the content transported by the Service(s). As such, neither The Maynard Group nor any of its Third Party Vendors shall have any liability or responsibility for the content of any communication or information transmitted via the Service(s). Customer agrees to indemnify and hold The Maynard Group, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of the content of any communication or information transmitted via the Service(s).
6.12 LOCAL NUMBER PORTABILITY (LNP) If Customer desires to port a number either to or from The Maynard Group's Network, Customer shall execute and/or deliver to The Maynard Group all documents and information requested by The Maynard Group, including, but not limited to, all required Letters of Authorization ("LOA"). Customer acknowledges and agrees that The Maynard Group shall have the right to refuse to port any number to its network for any reason. Customer agrees that The Maynard Group, in its sole discretion, may port a number to any Third Party Vendor selected by The Maynard Group in order to provide the Service(s), and that The Maynard Group may be required to be named as the Customer of Record for such number. The Maynard Group will make reasonable commercial efforts to execute all port requests; however, The Maynard Group has no control over any porting process (either to or from The Maynard Group's Network). As such, The Maynard Group makes no guarantees or warranties that a number will be ported on a particular day, or that a submitted port request will actually result in the number being ported. The Maynard Group will inform Customer of port dates when such dates are known to The Maynard Group. The Maynard Group reserves the right to change the port date in its sole discretion. Customer agrees to comply with all applicable rules, regulations and orders, including but not limited to all FCC and public utility commission rules regarding number porting. The Maynard Group makes no warranty that the Service(s) associated with a number will be uninterrupted or error free during any porting process. Customer acknowledges that, if any account associated with the number being ported is canceled or suspended prior to the port date, such number may not be eligible for porting. It is Customer's sole responsibility and obligation to timely cancel its account(s) with The Maynard Group from which the number is being ported, and Customer shall be solely responsible for any contractual obligations it has with such The Maynard Group and any applicable fees and charges, including early termination fees. Number porting is done at the Customer's sole risk. Under no circumstances shall The Maynard Group be liable for any damages, including, without limitation, loss of profits, associated with porting or not porting a number. Customer agrees to indemnify and hold The Maynard Group, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of any number port requested by Customer, including those arising from any slamming complaints.
Customer acknowledges that requests to port numbers away from The Maynard Group's Network will be completed not less than seven (7) days from the date of the request.. Customer agrees to comply with all LNP policies established from time to time by The Maynard Group. The Maynard Group may modify its LNP policies at any time with or without notice to Customer and customer agrees to comply with all such modifications.
6.13 PAYMENT TERMS. Customer agrees that if a Service Order submitted by Customer is accepted by The Maynard Group, Customer shall pay all charges and amounts associated with the Service(s) and Customer's account(s), regardless of whether such amounts result from fraudulent or unauthorized activities by third parties. Customer shall comply with The Maynard Groups billing and payment policies that are in addition to the provisions set forth herein, as the same may change from time to time in The Maynard Group's sole discretion.
CUSTOMER ACKNOWLEDGES THAT THE MAYNARD GROUP WILL NOT, NOR IS IT RESPONSIBLE TO, MONITOR CUSTOMER(S) ACCOUNT FOR FRAUDULENT OR UNAUTHORIZED ACTIVITIES, OR ACTIVITIES THAT MAY RESULT IN INCREASED COSTS TO CUSTOMER. CUSTOMER AGREES THAT IT IS ENTIRELY RESPONSIBLE TO MONITOR ALL ACTIVITIES ATTRIBUTED TO ITS ACCOUNT(S). IF CUSTOMER BELIEVES THAT ANY SERVICE IS BEING USED IN A FRAUDULENT OR UNAUTHORIZED MANNER THROUGH ITS ACCOUNT, THEN CUSTOMER MUST NOTIFY THE MAYNARD GROUP OF SUCH ACTIVITIES AND THE MAYNARD GROUP WILL REASONABLY ASSIST CUSTOMER TO PREVENT SUCH INDIVIDUALLY IDENTIFIED ACTIVITIES.
Customer shall pay charges in addition to those charges normally associated with the usage of the Service(s) in those circumstances in which costs and expenses are generated by the Customer and incurred by The Maynard Group, including but not limited to: (a) costs associated with The Maynard Group's employees, agents or third parties assisting Customer with problems relative to Customer's network, equipment or service outage if The Maynard Group determines that the outage was not a result of The Maynard Group's network or facilities; and (b) excessive costs associated with The Maynard Group's employees, agents or third parties compliance with criminal, quasi criminal or civil subpoenas, court orders, and/or the like, that relate to the Customer or other third parties that access and/or use the Service(s) by and through the Customer.
The Maynard Group may require Customer to commit to and pay a minimum monthly fee for certain Services. Such minimum commitment shall be set forth on the respective Order Form. Customer acknowledges that if a minimum commitment is required by The Maynard Group at the time the Service is ordered, Customer shall be responsible for and shall pay the minimum monthly fee throughout the Term of the Service, regardless of whether Customer actually consumes any of the Services.
Customer is responsible for and must pay any applicable federal, state, local, or other governmental sales, use, excise, public utility, or other taxes, regulatory fees, and charges now in force or enacted in the future, as well as other additional costs that may arise as a result of the Customer's usage of the Service(s). Similarly, The Maynard Group may pass through to Customer taxes and fees owed by The Maynard Group to the extent permissible by law, and a monthly tax and regulatory administrative fee of between one to six percent of the total bill. Said amounts, if any, are in addition to set-up fees or charges associated with the consumption of the Service(s). If Customer is exempt from paying any taxes or fees, Customer must provide documentation, acceptable to The Maynard Group, certifying that Customer is exempt. Tax exemption will only apply from and after the date The Maynard Group acknowledges Customer's exemption request. Customer agrees to indemnify and hold The Maynard Group, the Third Party Vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys' fees and costs of litigation, incurred or suffered by such party relating to or arising out of any exemption claimed by Customer.
As a condition of accepting a Service Order, providing Service(s) to Customer or continuing to provide Service(s) to Customer, The Maynard Group may require Customer to make a security deposit, which shall be due upon The Maynard Group's written request. Upon termination of Services, The Maynard Group may apply such deposit to any fees, charges or other amounts unpaid by Customer. Any remaining amount of the deposit will be returned to Customer within ten (10) days.
The Maynard Group may immediately suspend, restrict or terminate the Service(s)s, without notice or liability, if The Maynard Group does not receive payment of all amounts billed to Customer by the required due date and/or all amounts that must be prepaid in order to continue the provision of the Service(s). In addition, The Maynard Group may add interest charges to any past-due amounts at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law, prorated for each day payment is past due. Service suspension or cancellation will result in Customer's loss of the numbers associated with the Service(s). Acceptance of late or partial payments (even if marked "Paid in Full" or with other restrictions) shall not waive any of the rights of The Maynard Group to collect the full amount of the charges for the Service(s). Customer agrees to reimburse The Maynard Group for reasonable attorneys' fees, and any other costs associated with collecting delinquent or dishonored payments. The Maynard Group may assess reinstallation charges against Customer in the event The Maynard Group suspends, restricts or terminates the Service(s) as a result of Customer's nonpayment or breach of this agreement.
If Customer has prepaid for the Service(s), such Service(s) shall be immediately suspended without notice at the time the fees for Customer's consumption of Service(s) has reached the pre-payment amount. Customer is entirely responsible to monitor its consumption of Service(s) and replenish any prepayment amounts when necessary to continue using the Service(s).
Additional payment and billing terms and conditions may be found in the Service Order.
6.14 BILLING DISPUTES. In the event Customer disputes any amount billed by The Maynard Group, Customer shall notify The Maynard Group of such billing dispute in writing. The existence of a dispute shall not relieve Customer from paying any amounts billed hereunder. All Customer disputes must be submitted to The Maynard Group within thirty (30) days of the billing date or such dispute shall be forever waived. Upon receipt of a billing dispute, The Maynard Group shall reasonably investigate the dispute and provide Customer with a resolution based on the outcome of such investigation.