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MSA - Master Service Agreement
Master Services Agreement
Master Services Agreement attached hereto and incorporated by this reference. (Collectively "Agreement"). I acknowledge that the Agreement for services is subject to acceptance by COMTEL NETWORKS Corporation. (Hereafter "COMTEL NETWORKS"). I hereby authorize COMTEL NETWORKS to verify all listed information for credit purposes. I appoint COMTEL NETWORKS to act as agent in order to effect changes, and authorize it to handle on my behalf all arrangements including ordering my services, obtained an inventory of all numbers billed to designated BTNs, and obtaining carrier information for all locations. I agree to pay any additional charges due or to become due by to customer LD, local, and/or Internet provider for service provided to the date of transfer of the services to COMTEL NETWORKS. I agree to pay the bill upon receipt and to reimburse COMTEL NETWORKS upon termination of the Agreement for and Custom charges incurred for equipment or special installations all account are due and payable at any of the offices of COMTEL NETWORKS or by credit card over the phone or by internet.
MASTER SERVICES AGREEMENT (TERMS AND CONDITIONS) This Master Services Agreement ("MSA") is incorporated into and made a part of the Service Agreement(s) to which it is attached between COMTEL NETWORKS, ("COMTEL NETWORKS") and the named customer ("Customer").
1. DEFINITIONS/SCOPE. The Customer agrees to subscribe to the telecommunications services (the "Services") offered by COMTEL NETWORKS (or corporate affiliates/third parties under agreements with such) as described in the Service Agreement, this MSA, and the Service Level Agreement ("SLA") (collectively, the "Agreement"), which are incorporated herein, and made a part hereof, by reference. In the event of a conflict between the terms and conditions contained in this Agreement and any of the Schedules or the SLA, the terms and conditions of the Schedules or SLA shall govern. COMTEL NETWORKS reserves the right to unilaterally amend all terms and conditions including pricing in response to, among other things, regulatory changes or third-party costs beyond the control of COMTEL NETWORKS that materially alter the feasibility or economics of the Services provided by COMTEL NETWORKS hereunder. Any costs associated with modifying or reprogramming Customer's equipment to make it compatible with COMTEL NETWORKS-provided Service will be the responsibility of Customer. All offers are subject to credit approval.
2. TERM. Unless otherwise specified, the term of this Agreement shall commence the date of execution of the Agreement, or if earlier, on the Service Activation Date (the "Effective Date") and shall continue for two (2) years. Pricing shall remain fixed during the period unless COMTEL NETWORKS is able to offer client a lower rate. Under no circumstances shall COMTEL NETWORKS increase the client charge agreed. The Service Activation Date is the actual date that Services are activated by COMTEL NETWORKS and available for use by the Customer. COMTEL NETWORKS Service will be converted automatically to a month-to-month agreement at the end of the current term. Month-to-month customers may not be entitled to prior term-plan pricing or discounts. Month-to-month Service Agreements may be terminated by either party on 30 days written notice. Notwithstanding anything to the contrary in the Service Agreement, the term of this MSA shall be coterminous with any Service Agreement still in effect between the parties.
3. CHARGES AND EXPENSES OF COLLECTION. Charges under this Agreement accrue from the Service Activation Date. COMTEL NETWORKS shall invoice, and Customer shall pay, within thirty (30) days following the date of any invoice (the "Due Date"), all monthly recurring charges for Services provided under this Agreement, in addition to any federal and state taxes, surcharges and other governmental impositions (e.g., end user common line charges, federal, state and local use, excise, sales and privilege taxes; surcharges related to universal service programs, emergency telephone service (911/E-911) and other similar surcharges for required programs. If Customer is entitled to an exemption from any applicable taxes, Customer is responsible for presenting COMTEL NETWORKS with a valid exemption certificate (in a form reasonably acceptable to COMTEL NETWORKS). Customer shall also pay, as invoiced, for any one-time charges for initial installations or other non-recurring charges, Customer shall pay the recurring charges monthly, in advance of the month in which Service is provided. All non-recurring charges or one-time charges will be invoiced separately on the Service Activation Date.
3.1. COMTEL NETWORKS shall not be responsible for wrong numbers made to Customer's toll-free number or Local number.
3.2. All costs and expenses, including but not limited to attorneys' fees, expenses, court costs, and service charges, incurred by COMTEL NETWORKS in collecting payment for any amount due under the Agreement (e.g., monthly recurring charges, one time charges, early termination charges) will be an expense of and charge to Customer.
3.3. For purposes of this Agreement, payments are considered to be made when they are actually received by COMTEL NETWORKS. All accounts for Services shall be considered past due thirty (30) days after the invoice date. Late payment charges will be billed from and after the Due Date at the rate of 1.5% per month or the maximum lawful rate allowable under state law, whichever is lower.
3.4. COMTEL NETWORKS may at in time, in its sole discretion, require Customer to pay a security deposit in the amount of two (2) times the actual or estimated monthly usage.
3.5. If Customer reasonably disputes any portion of an COMTEL NETWORKS invoice, Customer must pay the undisputed portion of the invoice and submit written notice of the claim for the disputed amount. All claims (except those for Service Credits) must be submitted to COMTEL NETWORKS in writing within thirty (30) days from the date of the invoice for those Services. Customer waives the right to dispute any charges not disputed within such thirty (30) day period. In the event that the dispute is resolved against Customer, Customer shall pay such amounts plus interest at the rate referenced in Section 3.3.
3.6. Terms for billing periods, security deposits, and payment terms shall be amended to this Agreement, and may be modified are necessary by COMTEL NETWORKS.
4. DIRECTORY LISTING. For Local Line Services, Customer's name, address, telephone number and any other information listed on the Agreement are certified as correct by the Customer, and it is understood and agreed that Customer's white page directory listing will appear using that information. It is Customer's sole responsibility to inform COMTEL NETWORKS in writing of any change in the information at least 90 days prior to the local telephone directory issue date, which will be provided to Customer upon request. Customer releases COMTEL NETWORKS from any and all damages related to or arising out of telephone number publication or distribution and/or related to any error, including listing omissions or errors, pertaining to a directory listing.
5. 911/E-911. Prior to the initialization of service, the Customer shall provide accurate End User name and address information where the service will first be utilized (also known as "Registered Location") for the purpose of updating the E-911 Data Base. If the End User address provided on a Service Order does not convert to a valid Master Street Address Guide (also known to as the "MSAG") address for the End User locality, COMTEL NETWORKS will notify Customer and stop all processing of the order until Customer provides an MSAG-compatible address. Customer assumes all responsibility for the accuracy of the End User data that Customer provides to COMTEL NETWORKS for entry into the E-911 Data Base. Customer bears the responsibility to notify COMTEL NETWORKS of any changes to the End-User Data. Customer shall indemnify and hold COMTEL NETWORKS harmless from any claims, damages, or suits related to the accuracy of data provided by Customer for inclusion in the E-911 Data Base. Customer will provide (and update as necessary) COMTEL NETWORKS with accurate information related to E-911 Service, including, but not limited to: location of individual telephone stations and a description of Customer's facilities, equipment and software for the Services. If COMTEL NETWORKS’ services may be used by the Customer from more than one physical location, COMTEL NETWORKS will provide Customer with a method of timely updating the information about Customer's physical location. It is Customer's responsibility to update the physical location information if it differs from the prior Registered Location. Based upon the information supplied by Customer, COMTEL NETWORKS will provide the Services and advise the appropriate agencies as required. Customer acknowledges and understands that access to emergency services through 911 and E-911 calls is limited. Customer Acknowledges and understands that the Voice Service supports E-911 (where available) and that access to emergency service only if the service is operated from the service location of record and then only if subscriber has an active connection to the service, in accordance with the terms of the User Agreement. Subscriber acknowledges and understands that if there is a service outage (even related to extended Power outages) for any reason, such outage may prevent all voice service, including 911 dialling. Customer also acknowledges that it may take COMTEL NETWORKS up to thirty (30) days to get the correct address information to E-911 database and that during that time the E-911 database may have the wrong address information. Customer will indemnify and hold COMTEL NETWORKS, its affiliates, directors, officers, employees and agents from and against all claims, demands, actions, causes of action, damages, liabilities, losses and expenses (including reasonable attorneys fees) incurred as a result of any act or omission, representation or statement by Customer, its affiliates, directors, officers, employees or agents related to E-911 Services.
6. DEFAULT & TERMINATION. Customer or COMTEL NETWORKS may terminate this Agreement during a term only for cause (un-cured material breach) after giving 30 days prior written notice with no further obligations. Prior to any party having ability to terminate for Cause, a party shall be required to give written notice to the breaching party of any alleged breach giving Cause and allow 30 days for the breaching party to cure such breach. Notwithstanding the foregoing in the event of the failure by customer to make payment on or before the Due Date, COMTEL NETWORKS shall, at its option have the right, upon (3) days prior written notice, to terminate the Services previously provided under this Agreement. For purposes of this Agreement and subject to the exclusive remedies set forth in the SLA, "Cause" shall mean any un-cured material breach of the terms of this Agreement. If COMTEL NETWORKS terminates this Agreement WITH CAUSE or Customer terminates this Agreement WITHOUT cause, COMTEL NETWORKS in entitled to all collection expenses, attorney's fees and costs. In the event of termination of Services by COMTEL NETWORKS WITH cause or by the Customer WITHOUT cause, Customer shall also pay the charges set forth below:
6.1. For termination prior to installation of Service and after execution of this Agreement, early termination charges shall be the greater of three hundred dollar ($300.00) or those expenses incurred by COMTEL NETWORKS through the date of termination.
6.2. For termination after the Service Activation Date, Customer shall be obligated to pay an early termination charge of 75% of the last three months' average billing or if the Agreement was terminated before three months had transpired 75% of the average of the any monthly billing multiplied, as the case may be, by the number of months remaining for the Services under the term of the Agreement.
6.3. In all cases for Termination by COMTEL NETWORKS WITH cause or by the Customer WITHOUT cause, in addition to the charges identified in Section 6.1 and 6.2 above, the Customer shall pay for Services actually received; repay COMTEL NETWORKS for any and all credits, discounts, and/or waived installation costs received in anticipation of a long-term Agreement; and reimburse COMTEL NETWORKS for the reasonable costs it incurred in setting up Customer's Service (including the costs of any equipment installed and not returned in "as new" condition). Customer agrees that COMTEL NETWORKS’ damages for early termination would be difficult to determine, and the termination charge(s) constitutes a reasonable estimate of appropriate liquidated damages and that such is not a penalty. In the event Customer cancels services in writing (COMTEL NETWORKS’ Cancellation Form) charges for services will stop billing at the end of the applicable billing period.
7. SERVICE OUTAGES AND SERVICE LEVEL AGREEMENT. Customer acknowledges, agrees, and understands that there is the possibility of an unscheduled, continuous, and/or uninterrupted period of time during which the Service does not conform to the Service Level Agreement ("SLA") as set forth and maintained on COMTEL NETWORKS’ website (WWW.COMTEL-NETWORKS.COM). Each Service Outage is treated as a discrete event; therefore, the credits specified in the SLA shall be given for each separate Service Outage. The number of minutes of separate Service Outages will not be cumulated to determine the percentage of credit. The failure of any Service to comply with the SLA shall not be deemed a breach of warranty or contract by COMTEL NETWORKS, but may obligate COMTEL NETWORKS to provide Customer with outage credits pursuant to the terms and conditions of the SLA. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CUSTOMER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY, AND COMTEL NETWORKS’ SOLE AND EXCLUSIVE OBLIGATION, IN THE EVENT OF ANY BREACH OF THIS AGREEMENT OR OF THE PERFORMANCE LEVELS IN THE SLA, OR FOR ANY OTHER REASON, SHALL BE FOR COMTEL NETWORKS, AT ITS OPTION, TO REPLACE AND/OR REPAIR THE DEFECTIVE SERVICES, PROVIDED HOWEVER THAT IN THE EVENT ANY OF SERVICE INTERRUPTION THAT IS COVERED BY THE SLA, THEN, IN ADDITION TO THE FOREGOING, COMTEL NETWORKS MAY BE OBLIGATED TO PROVIDE OUTAGE CREDITS IN ACCORDANCE WITH THE TERMS OF THE SLA.
7.1. Customer shall allow COMTEL NETWORKS access to the Customer's premises to the extent reasonably determined by COMTEL NETWORKS for the installation, inspection, and scheduled or urgent maintenance relating to the Service. COMTEL NETWORKS shall notify Customer at least two (2) business days in advance of any scheduled maintenance that will require access to the Customer premises or that may result in a material interruption of Service. Customer will be responsible for providing and maintaining, at its own expense, the level of power, heating and air conditioning necessary to maintain the proper environment for the network facilities on the Customer's premises. In the event Customer fails to do so, Customer shall reimburse COMTEL NETWORKS for the actual and reasonable cost of repairing or replacing any equipment damaged or destroyed as a result of Customer's failure. Customer will provide a safe place to work and comply with all laws and regulations regarding the working conditions on the Customer's premises.
8. LIMITATION OF LIABILITY. COMTEL NETWORKS MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN CONSIDERATION OF THE RATES AND CHARGES SPECIFIED HEREINAND THE DISCOUNT APPLIED IN CONNECTION THEREWITH, COMTEL NETWORKS’ ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY AGAINST COMTEL NETWORKS FOR THE FAILURE OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THIS AGREEMENT, SHALL BE LIMITED TO A REFUND OF THE AMOUNTS PAID TO COMTEL NETWORKS DURING THE PERIOD OF TIME (IN EXCESS OF 4 HOURS) THAT THE SERVICES CONTRACTED BY CUSTOMER FROM COMTEL NETWORKS WERE INTERRUPTED OR NOT PROVIDED AS REQUIRED. IN NO EVENT SHALL COMTEL NETWORKS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUES, PROFITS, OR GOODWILL OF ANY KIND, WHETHER OR NOT COMTEL NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAES COULD HAVE BEEN OR ACTUALLY WERE CONTEMPLATED BY THE PARTIES. VERACIY MAKES NO WARRANTIES REGARDING ANY PRODUCTS OR SERVICES PROVIDED OR INSTALLED ON CUSTOMERS BEHALF, BUT COMTEL NETWORKS SHALL, WHEN POSSIBLE, ASSIGN TO CUSTOMER THE BENEFITS OF ANY WARRANTIES, OR SIMILAR PROTECTIONS PROVIDED TO COMTEL NETWORKS BY ITS VENDORS OR SUPPLIERS. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY DESCRIBED HEREIN.
9. FRAUD. Customer is responsible for all charges attributable to Customer incurred respecting Service, even if incurred as the result of fraudulent or unauthorized use of Service; except Customer shall not be responsible for fraudulent or unauthorized use by COMTEL NETWORKS or its employees.
10. FORCE MAJEURE. If performance by COMTEL NETWORKS of any obligation under this Agreement is prevented, restricted or interfered with by causes including without limitation failure or malfunction of Customer-supplied equipment, acts of God, explosions, vandalism, cable cut, storms, fires, floods or other catastrophes, power failure, national emergencies, insurrections, riots, wars, strike, lockouts, boycotts, terrorism, work stoppages or other labour difficulties, or any law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority, then COMTEL NETWORKS shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. COMTEL NETWORKS shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance with reasonable dispatch.
11. ADDITIONAL PROVISIONS. This Agreement will not be assignable by Customer without the prior express written consent of COMTEL NETWORKS. The Agreement, including any Schedules, the SLA, Addenda, and any product-specific terms and conditions, constitutes the entire understanding between Customer and COMTEL NETWORKS and supersedes any prior agreements or understandings, whether written or oral. In the event of any conflict between this Agreement and the terms and conditions of any SLA and/or Schedule, the order of precedence is as follows: (1) the SLA, (2) this Agreement, and (3) the Schedule. If any part of a provision of this Agreement is invalid or unenforceable said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provisions of this Agreement. In addition to any provisions that by their nature would survive, Sections 4, 5, 7, and 8 shall survive termination, cancellation or expiration of this Agreement. This Agreement shall be governed by the laws of the state of Florida. No failure by either party to enforce any right(s) hereunder shall constitute a waiver of such right(s).
12. INDEMNIFICATION. Customer shall indemnify, defend and hold harmless COMTEL NETWORKS, its employees and agents, from any and all losses, costs, damages, liabilities, actions, causes and action and expenses, including reasonable attorneys fees, arising out of, in whole or in part, directly or indirectly, as a result of or attributable to the use of the Services by Customer or any other person or party including any claims for libel, slander, or infringement of copyright or trademark.
13. 800/LOCAL NUMBERS. Customer acknowledges that Customer shall not own, nor have any proprietary interest in, any in-bound, toll free/local number and, further, that a reservation of an in-bound, toll free/local number shall not constitute, nor be construed, as a guarantee that the Customer will be assigned a requested in-bound, toll free/local number. The Customer shall not be entitled to rely upon, use or otherwise advertise or publicize an in-bound, toll free/local number until the Customer's credit is approved, in writing, by a representative authorized by COMTEL NETWORKS to approve such credit and the Customer completes a test call(s) to the satisfaction of COMTEL NETWORKS.
14. COMTEL NETWORKS Acceptable Use Policy. Customer hereby acknowledges that Customer has read, and is familiar with, COMTEL NETWORKS’ Acceptable Use Policy ("AUP") listed below. Customer hereby acknowledges that any violation of the AUP by Customer shall entitle COMTEL NETWORKS to terminate or suspend the Services provided hereunder to Customer.
Internet Acceptable Use Policy COMTEL NETWORKS Corporation ("COMTEL NETWORKS") has formulated this Acceptable Use Policy ("AUP") in order to encourage the responsible use of COMTEL NETWORKS’ networks, systems, services, web sites and products (collectively, the "COMTEL NETWORKS’S Network and Services") by its wholesale customers, and their respective subscribers and customers and other users of the COMTEL NETWORKS’S Network and Services (collectively, "Subscribers"), and to enable it to provide its Subscribers with secure, reliable and productive services. By using the COMTEL NETWORKS’S Network and Services, Subscribers consent to be bound by the terms of this AUP. COMTEL NETWORKS reserves the right to modify this AUP in its discretion at any time. Such modifications will be effective when posted. Any use of the COMTEL NETWORKS’S Network and Services after such modification shall constitute acceptance of such modification.
No Resale COMTEL NETWORKS’S Network and Services are for Subscribers' own personal and/or business use and Subscribers shall not, under any circumstances, resell, and retail, repackage for sale, distribute or wholesale or otherwise commercially distribute the services described herein by itself or in conjunction with any other services provided by Subscribers.
General Conduct. The COMTEL NETWORKS’S Network and Services must be used in a manner that is consistent with the intended purpose of the COMTEL NETWORKS’S Network and Services and may be used only for lawful purposes. Subscribers shall not use the COMTEL NETWORKS’S Network and Services in order to transmit, distribute or store material: (a) in violation of any applicable law or regulation, including export or encryption laws or regulations; or (b) that may expose COMTEL NETWORKS to criminal or civil liability. Subscribers are further prohibited from assisting any other person in violating any part of this AUP.
Responsibility for Content. COMTEL NETWORKS takes no responsibility for any material created or accessible on or through the COMTEL NETWORKS’S Network and Services. COMTEL NETWORKS is not obligated to monitor or exercise any editorial control over such material, but reserves the right to do so. In the event that COMTEL NETWORKS becomes aware that any such material may violate this AUP and/or expose COMTEL NETWORKS to civil or criminal liability, COMTEL NETWORKS reserves the right to block access to such material and suspend or terminate any Subscribers creating, storing or disseminating such material. COMTEL NETWORKS further reserves the right to cooperate with legal authorities and third parties in the investigation of alleged wrongdoing, including disclosing the identity of the Subscribers that COMTEL NETWORKS deems responsible for the wrongdoing.
Inappropriate Content. Subscribers shall not use the COMTEL NETWORKS’S Network and Services to transmit, distribute or store material that is inappropriate, as reasonably determined by COMTEL NETWORKS, or material that is indecent, obscene, pornographic (including child pornography), defamatory, libellous, threatening, abusive, hateful, or excessively violent.
Intellectual Property. Material accessible through the COMTEL NETWORKS’S Network and Services may be subject to protection under privacy, publicity, or other personal rights and Intellectual Property rights, including but not limited to, copyrights and laws protecting patents, trademarks, trade secrets or other proprietary information. Subscribers shall not use the COMTEL NETWORKS’S Network and Services in any manner that would infringe, dilute, misappropriate, or otherwise violate any such rights. If you use a domain name in connection with any of the COMTEL NETWORKS’S Network and Services, you must not use that domain name in violation of the trademark, service mark, or other rights of any third party.
Harmful Content. Subscribers shall not use the COMTEL NETWORKS’S Network and Services to transmit, distribute or store material that contains a virus, worm, Trojan horse, or other component harmful to the COMTEL NETWORKS’S Network and Services, any other network or equipment, or other users.
Fraudulent/Misleading Content. Subscribers shall not use the COMTEL NETWORKS’S Network and Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations. In addition, Subscribers are prohibited from submitting any false or inaccurate data on any order form, contract or online application, including the fraudulent use of credit cards.
Email and Unsolicited Messages. Subscribers shall not use the COMTEL NETWORKS’S Network and Services to send unsolicited e-mail messages, including, without limitation, bulk commercial advertising or informational announcements ("spam"). Further, Subscribers are prohibited from using the service of another provider to send spam or to promote a site hosted on or connected to the COMTEL NETWORKS’S Network and Services. In addition, Subscribers shall not use the COMTEL NETWORKS’S Network and Services in order to (a) send e-mail messages which are excessive and/or intended to harass or annoy others, (b) continue to send e-mail messages to a recipient that has indicated that he/she does not wish to receive them, (c) send e-mail with forged TCP/IP packet header information, (d) send malicious e mail, including, without limitation, "mail bombing," (e) send or receive e-mail messages in a manner that violates the use policies of any other internet service provider, or (f) use an e-mail box exclusively as a storage space for data.
Third Party Rules; Usenet. Subscribers may have access through the COMTEL NETWORKS’S Network and Services to search engines, subscription Web services, chat areas, bulletin boards, Web pages, USENET, or other services that promulgate rules, guidelines or agreements to govern their use. Subscribers must adhere to any such rules, guidelines, or agreements. Subscribers who post messages to Usenet newsgroups are responsible for becoming familiar with any written charter or FAQ governing use of such newsgroups and complying therewith. Regardless of such policies, Subscribers may not (a) post the same message, or a series of similar messages, to one or more newsgroups (excessive cross posting or multiple posting, also known as "Usenet spam"), (b) cancel or supersede posts not originally posted by such Subscribers, unless such Subscribers does so in the course of his/her duties as an official newsgroup moderator, (c) post any message with forged packet header information, or (d) post messages that are excessive and/or intended to annoy or harass others, including, without limitation, chain letters.
System and Network Security. Subscribers are prohibited from violating or attempting to violate the security of the COMTEL NETWORKS’S Network and Services, including, without limitation, (a) accessing data not intended for such Subscribers or logging into a server or account which such Subscribers is not authorized to access, (b) impersonating COMTEL NETWORKS personnel, (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (d) attempting to interfere with, disrupt or disable service to any Subscriber, host or network, including, without limitation, via means of overloading, "flooding," "mail bombing," "denial of service" attacks or "crashing," (e) forging any TCP/IP packet header or any part of the header information in any e mail or newsgroup posting, (f) taking any action in order to obtain services to which such Subscriber is not entitled, or (g) attempting to utilize another Subscriber's account name or persona without authorization from that Subscriber. Subscribers are also prohibited from attempting any action designed to circumvent or alter any method of measuring or billing for COMTEL NETWORKS services. Violations of system or network security may result in civil or criminal liability. COMTEL NETWORKS will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Subscribers who are involved in such violations.
Suspension; Termination. Any Subscribers which COMTEL NETWORKS determines to have violated any element of this AUP may be subject to a suspension or termination of service, and if COMTEL NETWORKS deems it necessary, immediate suspension or termination of such Subscriber's service without notice. COMTEL NETWORKS may take such further action as COMTEL NETWORKS determines to be appropriate under the circumstances to eliminate or preclude repeat violations, and COMTEL NETWORKS shall not be liable for any damages of any nature suffered by any Subscriber, or any third party resulting in whole or in part from COMTEL NETWORKS’ exercise of its rights under this AUP.
Notices and Points of Contact Except as otherwise provided, all important notices or other communications required or desired to be given or sent in connection with this Agreement or the transactions contemplated thereby shall be in writing and transmitted to the applicable party by reputable overnight courier. Such notice shall be deemed to have been given or made when actually received. Invoices and other non-emergency communications may be transmitted via regular mail or facsimile. The addresses and other contact information set forth below may be changed at any time by giving thirty (30) days prior written notice in the manner above.
COMTEL NETWORKS:
AGREED TO BY CUSTOMER:
SIGNATURE:
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PRINTED NAME:
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TITLE:
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DATE:
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AGREED TO BY COMTEL NETWORKS:
SIGNATURE:
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PRINTED NAME:
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TITLE:
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DATE:
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Master Services Agreement attached hereto and incorporated by this reference. (Collectively "Agreement"). I acknowledge that the Agreement for services is subject to acceptance by COMTEL NETWORKS Corporation. (Hereafter "COMTEL NETWORKS"). I hereby authorize COMTEL NETWORKS to verify all listed information for credit purposes. I appoint COMTEL NETWORKS to act as agent in order to effect changes, and authorize it to handle on my behalf all arrangements including ordering my services, obtained an inventory of all numbers billed to designated BTNs, and obtaining carrier information for all locations. I agree to pay any additional charges due or to become due by to customer LD, local, and/or Internet provider for service provided to the date of transfer of the services to COMTEL NETWORKS. I agree to pay the bill upon receipt and to reimburse COMTEL NETWORKS upon termination of the Agreement for and Custom charges incurred for equipment or special installations all account are due and payable at any of the offices of COMTEL NETWORKS or by credit card over the phone or by internet.
MASTER SERVICES AGREEMENT (TERMS AND CONDITIONS) This Master Services Agreement ("MSA") is incorporated into and made a part of the Service Agreement(s) to which it is attached between COMTEL NETWORKS, ("COMTEL NETWORKS") and the named customer ("Customer").
1. DEFINITIONS/SCOPE. The Customer agrees to subscribe to the telecommunications services (the "Services") offered by COMTEL NETWORKS (or corporate affiliates/third parties under agreements with such) as described in the Service Agreement, this MSA, and the Service Level Agreement ("SLA") (collectively, the "Agreement"), which are incorporated herein, and made a part hereof, by reference. In the event of a conflict between the terms and conditions contained in this Agreement and any of the Schedules or the SLA, the terms and conditions of the Schedules or SLA shall govern. COMTEL NETWORKS reserves the right to unilaterally amend all terms and conditions including pricing in response to, among other things, regulatory changes or third-party costs beyond the control of COMTEL NETWORKS that materially alter the feasibility or economics of the Services provided by COMTEL NETWORKS hereunder. Any costs associated with modifying or reprogramming Customer's equipment to make it compatible with COMTEL NETWORKS-provided Service will be the responsibility of Customer. All offers are subject to credit approval.
2. TERM. Unless otherwise specified, the term of this Agreement shall commence the date of execution of the Agreement, or if earlier, on the Service Activation Date (the "Effective Date") and shall continue for two (2) years. Pricing shall remain fixed during the period unless COMTEL NETWORKS is able to offer client a lower rate. Under no circumstances shall COMTEL NETWORKS increase the client charge agreed. The Service Activation Date is the actual date that Services are activated by COMTEL NETWORKS and available for use by the Customer. COMTEL NETWORKS Service will be converted automatically to a month-to-month agreement at the end of the current term. Month-to-month customers may not be entitled to prior term-plan pricing or discounts. Month-to-month Service Agreements may be terminated by either party on 30 days written notice. Notwithstanding anything to the contrary in the Service Agreement, the term of this MSA shall be coterminous with any Service Agreement still in effect between the parties.
3. CHARGES AND EXPENSES OF COLLECTION. Charges under this Agreement accrue from the Service Activation Date. COMTEL NETWORKS shall invoice, and Customer shall pay, within thirty (30) days following the date of any invoice (the "Due Date"), all monthly recurring charges for Services provided under this Agreement, in addition to any federal and state taxes, surcharges and other governmental impositions (e.g., end user common line charges, federal, state and local use, excise, sales and privilege taxes; surcharges related to universal service programs, emergency telephone service (911/E-911) and other similar surcharges for required programs. If Customer is entitled to an exemption from any applicable taxes, Customer is responsible for presenting COMTEL NETWORKS with a valid exemption certificate (in a form reasonably acceptable to COMTEL NETWORKS). Customer shall also pay, as invoiced, for any one-time charges for initial installations or other non-recurring charges, Customer shall pay the recurring charges monthly, in advance of the month in which Service is provided. All non-recurring charges or one-time charges will be invoiced separately on the Service Activation Date.
3.1. COMTEL NETWORKS shall not be responsible for wrong numbers made to Customer's toll-free number or Local number.
3.2. All costs and expenses, including but not limited to attorneys' fees, expenses, court costs, and service charges, incurred by COMTEL NETWORKS in collecting payment for any amount due under the Agreement (e.g., monthly recurring charges, one time charges, early termination charges) will be an expense of and charge to Customer.
3.3. For purposes of this Agreement, payments are considered to be made when they are actually received by COMTEL NETWORKS. All accounts for Services shall be considered past due thirty (30) days after the invoice date. Late payment charges will be billed from and after the Due Date at the rate of 1.5% per month or the maximum lawful rate allowable under state law, whichever is lower.
3.4. COMTEL NETWORKS may at in time, in its sole discretion, require Customer to pay a security deposit in the amount of two (2) times the actual or estimated monthly usage.
3.5. If Customer reasonably disputes any portion of an COMTEL NETWORKS invoice, Customer must pay the undisputed portion of the invoice and submit written notice of the claim for the disputed amount. All claims (except those for Service Credits) must be submitted to COMTEL NETWORKS in writing within thirty (30) days from the date of the invoice for those Services. Customer waives the right to dispute any charges not disputed within such thirty (30) day period. In the event that the dispute is resolved against Customer, Customer shall pay such amounts plus interest at the rate referenced in Section 3.3.
3.6. Terms for billing periods, security deposits, and payment terms shall be amended to this Agreement, and may be modified are necessary by COMTEL NETWORKS.
4. DIRECTORY LISTING. For Local Line Services, Customer's name, address, telephone number and any other information listed on the Agreement are certified as correct by the Customer, and it is understood and agreed that Customer's white page directory listing will appear using that information. It is Customer's sole responsibility to inform COMTEL NETWORKS in writing of any change in the information at least 90 days prior to the local telephone directory issue date, which will be provided to Customer upon request. Customer releases COMTEL NETWORKS from any and all damages related to or arising out of telephone number publication or distribution and/or related to any error, including listing omissions or errors, pertaining to a directory listing.
5. 911/E-911. Prior to the initialization of service, the Customer shall provide accurate End User name and address information where the service will first be utilized (also known as "Registered Location") for the purpose of updating the E-911 Data Base. If the End User address provided on a Service Order does not convert to a valid Master Street Address Guide (also known to as the "MSAG") address for the End User locality, COMTEL NETWORKS will notify Customer and stop all processing of the order until Customer provides an MSAG-compatible address. Customer assumes all responsibility for the accuracy of the End User data that Customer provides to COMTEL NETWORKS for entry into the E-911 Data Base. Customer bears the responsibility to notify COMTEL NETWORKS of any changes to the End-User Data. Customer shall indemnify and hold COMTEL NETWORKS harmless from any claims, damages, or suits related to the accuracy of data provided by Customer for inclusion in the E-911 Data Base. Customer will provide (and update as necessary) COMTEL NETWORKS with accurate information related to E-911 Service, including, but not limited to: location of individual telephone stations and a description of Customer's facilities, equipment and software for the Services. If COMTEL NETWORKS’ services may be used by the Customer from more than one physical location, COMTEL NETWORKS will provide Customer with a method of timely updating the information about Customer's physical location. It is Customer's responsibility to update the physical location information if it differs from the prior Registered Location. Based upon the information supplied by Customer, COMTEL NETWORKS will provide the Services and advise the appropriate agencies as required. Customer acknowledges and understands that access to emergency services through 911 and E-911 calls is limited. Customer Acknowledges and understands that the Voice Service supports E-911 (where available) and that access to emergency service only if the service is operated from the service location of record and then only if subscriber has an active connection to the service, in accordance with the terms of the User Agreement. Subscriber acknowledges and understands that if there is a service outage (even related to extended Power outages) for any reason, such outage may prevent all voice service, including 911 dialling. Customer also acknowledges that it may take COMTEL NETWORKS up to thirty (30) days to get the correct address information to E-911 database and that during that time the E-911 database may have the wrong address information. Customer will indemnify and hold COMTEL NETWORKS, its affiliates, directors, officers, employees and agents from and against all claims, demands, actions, causes of action, damages, liabilities, losses and expenses (including reasonable attorneys fees) incurred as a result of any act or omission, representation or statement by Customer, its affiliates, directors, officers, employees or agents related to E-911 Services.
6. DEFAULT & TERMINATION. Customer or COMTEL NETWORKS may terminate this Agreement during a term only for cause (un-cured material breach) after giving 30 days prior written notice with no further obligations. Prior to any party having ability to terminate for Cause, a party shall be required to give written notice to the breaching party of any alleged breach giving Cause and allow 30 days for the breaching party to cure such breach. Notwithstanding the foregoing in the event of the failure by customer to make payment on or before the Due Date, COMTEL NETWORKS shall, at its option have the right, upon (3) days prior written notice, to terminate the Services previously provided under this Agreement. For purposes of this Agreement and subject to the exclusive remedies set forth in the SLA, "Cause" shall mean any un-cured material breach of the terms of this Agreement. If COMTEL NETWORKS terminates this Agreement WITH CAUSE or Customer terminates this Agreement WITHOUT cause, COMTEL NETWORKS in entitled to all collection expenses, attorney's fees and costs. In the event of termination of Services by COMTEL NETWORKS WITH cause or by the Customer WITHOUT cause, Customer shall also pay the charges set forth below:
6.1. For termination prior to installation of Service and after execution of this Agreement, early termination charges shall be the greater of three hundred dollar ($300.00) or those expenses incurred by COMTEL NETWORKS through the date of termination.
6.2. For termination after the Service Activation Date, Customer shall be obligated to pay an early termination charge of 75% of the last three months' average billing or if the Agreement was terminated before three months had transpired 75% of the average of the any monthly billing multiplied, as the case may be, by the number of months remaining for the Services under the term of the Agreement.
6.3. In all cases for Termination by COMTEL NETWORKS WITH cause or by the Customer WITHOUT cause, in addition to the charges identified in Section 6.1 and 6.2 above, the Customer shall pay for Services actually received; repay COMTEL NETWORKS for any and all credits, discounts, and/or waived installation costs received in anticipation of a long-term Agreement; and reimburse COMTEL NETWORKS for the reasonable costs it incurred in setting up Customer's Service (including the costs of any equipment installed and not returned in "as new" condition). Customer agrees that COMTEL NETWORKS’ damages for early termination would be difficult to determine, and the termination charge(s) constitutes a reasonable estimate of appropriate liquidated damages and that such is not a penalty. In the event Customer cancels services in writing (COMTEL NETWORKS’ Cancellation Form) charges for services will stop billing at the end of the applicable billing period.
7. SERVICE OUTAGES AND SERVICE LEVEL AGREEMENT. Customer acknowledges, agrees, and understands that there is the possibility of an unscheduled, continuous, and/or uninterrupted period of time during which the Service does not conform to the Service Level Agreement ("SLA") as set forth and maintained on COMTEL NETWORKS’ website (WWW.COMTEL-NETWORKS.COM). Each Service Outage is treated as a discrete event; therefore, the credits specified in the SLA shall be given for each separate Service Outage. The number of minutes of separate Service Outages will not be cumulated to determine the percentage of credit. The failure of any Service to comply with the SLA shall not be deemed a breach of warranty or contract by COMTEL NETWORKS, but may obligate COMTEL NETWORKS to provide Customer with outage credits pursuant to the terms and conditions of the SLA. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CUSTOMER AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY, AND COMTEL NETWORKS’ SOLE AND EXCLUSIVE OBLIGATION, IN THE EVENT OF ANY BREACH OF THIS AGREEMENT OR OF THE PERFORMANCE LEVELS IN THE SLA, OR FOR ANY OTHER REASON, SHALL BE FOR COMTEL NETWORKS, AT ITS OPTION, TO REPLACE AND/OR REPAIR THE DEFECTIVE SERVICES, PROVIDED HOWEVER THAT IN THE EVENT ANY OF SERVICE INTERRUPTION THAT IS COVERED BY THE SLA, THEN, IN ADDITION TO THE FOREGOING, COMTEL NETWORKS MAY BE OBLIGATED TO PROVIDE OUTAGE CREDITS IN ACCORDANCE WITH THE TERMS OF THE SLA.
7.1. Customer shall allow COMTEL NETWORKS access to the Customer's premises to the extent reasonably determined by COMTEL NETWORKS for the installation, inspection, and scheduled or urgent maintenance relating to the Service. COMTEL NETWORKS shall notify Customer at least two (2) business days in advance of any scheduled maintenance that will require access to the Customer premises or that may result in a material interruption of Service. Customer will be responsible for providing and maintaining, at its own expense, the level of power, heating and air conditioning necessary to maintain the proper environment for the network facilities on the Customer's premises. In the event Customer fails to do so, Customer shall reimburse COMTEL NETWORKS for the actual and reasonable cost of repairing or replacing any equipment damaged or destroyed as a result of Customer's failure. Customer will provide a safe place to work and comply with all laws and regulations regarding the working conditions on the Customer's premises.
8. LIMITATION OF LIABILITY. COMTEL NETWORKS MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN CONSIDERATION OF THE RATES AND CHARGES SPECIFIED HEREINAND THE DISCOUNT APPLIED IN CONNECTION THEREWITH, COMTEL NETWORKS’ ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY AGAINST COMTEL NETWORKS FOR THE FAILURE OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THIS AGREEMENT, SHALL BE LIMITED TO A REFUND OF THE AMOUNTS PAID TO COMTEL NETWORKS DURING THE PERIOD OF TIME (IN EXCESS OF 4 HOURS) THAT THE SERVICES CONTRACTED BY CUSTOMER FROM COMTEL NETWORKS WERE INTERRUPTED OR NOT PROVIDED AS REQUIRED. IN NO EVENT SHALL COMTEL NETWORKS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUES, PROFITS, OR GOODWILL OF ANY KIND, WHETHER OR NOT COMTEL NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHETHER SUCH DAMAES COULD HAVE BEEN OR ACTUALLY WERE CONTEMPLATED BY THE PARTIES. VERACIY MAKES NO WARRANTIES REGARDING ANY PRODUCTS OR SERVICES PROVIDED OR INSTALLED ON CUSTOMERS BEHALF, BUT COMTEL NETWORKS SHALL, WHEN POSSIBLE, ASSIGN TO CUSTOMER THE BENEFITS OF ANY WARRANTIES, OR SIMILAR PROTECTIONS PROVIDED TO COMTEL NETWORKS BY ITS VENDORS OR SUPPLIERS. REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY DESCRIBED HEREIN.
9. FRAUD. Customer is responsible for all charges attributable to Customer incurred respecting Service, even if incurred as the result of fraudulent or unauthorized use of Service; except Customer shall not be responsible for fraudulent or unauthorized use by COMTEL NETWORKS or its employees.
10. FORCE MAJEURE. If performance by COMTEL NETWORKS of any obligation under this Agreement is prevented, restricted or interfered with by causes including without limitation failure or malfunction of Customer-supplied equipment, acts of God, explosions, vandalism, cable cut, storms, fires, floods or other catastrophes, power failure, national emergencies, insurrections, riots, wars, strike, lockouts, boycotts, terrorism, work stoppages or other labour difficulties, or any law, order, regulation or other actions of any governmental authority, agency, instrumentality, or of any civil or military authority, then COMTEL NETWORKS shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. COMTEL NETWORKS shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance with reasonable dispatch.
11. ADDITIONAL PROVISIONS. This Agreement will not be assignable by Customer without the prior express written consent of COMTEL NETWORKS. The Agreement, including any Schedules, the SLA, Addenda, and any product-specific terms and conditions, constitutes the entire understanding between Customer and COMTEL NETWORKS and supersedes any prior agreements or understandings, whether written or oral. In the event of any conflict between this Agreement and the terms and conditions of any SLA and/or Schedule, the order of precedence is as follows: (1) the SLA, (2) this Agreement, and (3) the Schedule. If any part of a provision of this Agreement is invalid or unenforceable said part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provisions of this Agreement. In addition to any provisions that by their nature would survive, Sections 4, 5, 7, and 8 shall survive termination, cancellation or expiration of this Agreement. This Agreement shall be governed by the laws of the state of Florida. No failure by either party to enforce any right(s) hereunder shall constitute a waiver of such right(s).
12. INDEMNIFICATION. Customer shall indemnify, defend and hold harmless COMTEL NETWORKS, its employees and agents, from any and all losses, costs, damages, liabilities, actions, causes and action and expenses, including reasonable attorneys fees, arising out of, in whole or in part, directly or indirectly, as a result of or attributable to the use of the Services by Customer or any other person or party including any claims for libel, slander, or infringement of copyright or trademark.
13. 800/LOCAL NUMBERS. Customer acknowledges that Customer shall not own, nor have any proprietary interest in, any in-bound, toll free/local number and, further, that a reservation of an in-bound, toll free/local number shall not constitute, nor be construed, as a guarantee that the Customer will be assigned a requested in-bound, toll free/local number. The Customer shall not be entitled to rely upon, use or otherwise advertise or publicize an in-bound, toll free/local number until the Customer's credit is approved, in writing, by a representative authorized by COMTEL NETWORKS to approve such credit and the Customer completes a test call(s) to the satisfaction of COMTEL NETWORKS.
14. COMTEL NETWORKS Acceptable Use Policy. Customer hereby acknowledges that Customer has read, and is familiar with, COMTEL NETWORKS’ Acceptable Use Policy ("AUP") listed below. Customer hereby acknowledges that any violation of the AUP by Customer shall entitle COMTEL NETWORKS to terminate or suspend the Services provided hereunder to Customer.
Internet Acceptable Use Policy COMTEL NETWORKS Corporation ("COMTEL NETWORKS") has formulated this Acceptable Use Policy ("AUP") in order to encourage the responsible use of COMTEL NETWORKS’ networks, systems, services, web sites and products (collectively, the "COMTEL NETWORKS’S Network and Services") by its wholesale customers, and their respective subscribers and customers and other users of the COMTEL NETWORKS’S Network and Services (collectively, "Subscribers"), and to enable it to provide its Subscribers with secure, reliable and productive services. By using the COMTEL NETWORKS’S Network and Services, Subscribers consent to be bound by the terms of this AUP. COMTEL NETWORKS reserves the right to modify this AUP in its discretion at any time. Such modifications will be effective when posted. Any use of the COMTEL NETWORKS’S Network and Services after such modification shall constitute acceptance of such modification.
No Resale COMTEL NETWORKS’S Network and Services are for Subscribers' own personal and/or business use and Subscribers shall not, under any circumstances, resell, and retail, repackage for sale, distribute or wholesale or otherwise commercially distribute the services described herein by itself or in conjunction with any other services provided by Subscribers.
General Conduct. The COMTEL NETWORKS’S Network and Services must be used in a manner that is consistent with the intended purpose of the COMTEL NETWORKS’S Network and Services and may be used only for lawful purposes. Subscribers shall not use the COMTEL NETWORKS’S Network and Services in order to transmit, distribute or store material: (a) in violation of any applicable law or regulation, including export or encryption laws or regulations; or (b) that may expose COMTEL NETWORKS to criminal or civil liability. Subscribers are further prohibited from assisting any other person in violating any part of this AUP.
Responsibility for Content. COMTEL NETWORKS takes no responsibility for any material created or accessible on or through the COMTEL NETWORKS’S Network and Services. COMTEL NETWORKS is not obligated to monitor or exercise any editorial control over such material, but reserves the right to do so. In the event that COMTEL NETWORKS becomes aware that any such material may violate this AUP and/or expose COMTEL NETWORKS to civil or criminal liability, COMTEL NETWORKS reserves the right to block access to such material and suspend or terminate any Subscribers creating, storing or disseminating such material. COMTEL NETWORKS further reserves the right to cooperate with legal authorities and third parties in the investigation of alleged wrongdoing, including disclosing the identity of the Subscribers that COMTEL NETWORKS deems responsible for the wrongdoing.
Inappropriate Content. Subscribers shall not use the COMTEL NETWORKS’S Network and Services to transmit, distribute or store material that is inappropriate, as reasonably determined by COMTEL NETWORKS, or material that is indecent, obscene, pornographic (including child pornography), defamatory, libellous, threatening, abusive, hateful, or excessively violent.
Intellectual Property. Material accessible through the COMTEL NETWORKS’S Network and Services may be subject to protection under privacy, publicity, or other personal rights and Intellectual Property rights, including but not limited to, copyrights and laws protecting patents, trademarks, trade secrets or other proprietary information. Subscribers shall not use the COMTEL NETWORKS’S Network and Services in any manner that would infringe, dilute, misappropriate, or otherwise violate any such rights. If you use a domain name in connection with any of the COMTEL NETWORKS’S Network and Services, you must not use that domain name in violation of the trademark, service mark, or other rights of any third party.
Harmful Content. Subscribers shall not use the COMTEL NETWORKS’S Network and Services to transmit, distribute or store material that contains a virus, worm, Trojan horse, or other component harmful to the COMTEL NETWORKS’S Network and Services, any other network or equipment, or other users.
Fraudulent/Misleading Content. Subscribers shall not use the COMTEL NETWORKS’S Network and Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations. In addition, Subscribers are prohibited from submitting any false or inaccurate data on any order form, contract or online application, including the fraudulent use of credit cards.
Email and Unsolicited Messages. Subscribers shall not use the COMTEL NETWORKS’S Network and Services to send unsolicited e-mail messages, including, without limitation, bulk commercial advertising or informational announcements ("spam"). Further, Subscribers are prohibited from using the service of another provider to send spam or to promote a site hosted on or connected to the COMTEL NETWORKS’S Network and Services. In addition, Subscribers shall not use the COMTEL NETWORKS’S Network and Services in order to (a) send e-mail messages which are excessive and/or intended to harass or annoy others, (b) continue to send e-mail messages to a recipient that has indicated that he/she does not wish to receive them, (c) send e-mail with forged TCP/IP packet header information, (d) send malicious e mail, including, without limitation, "mail bombing," (e) send or receive e-mail messages in a manner that violates the use policies of any other internet service provider, or (f) use an e-mail box exclusively as a storage space for data.
Third Party Rules; Usenet. Subscribers may have access through the COMTEL NETWORKS’S Network and Services to search engines, subscription Web services, chat areas, bulletin boards, Web pages, USENET, or other services that promulgate rules, guidelines or agreements to govern their use. Subscribers must adhere to any such rules, guidelines, or agreements. Subscribers who post messages to Usenet newsgroups are responsible for becoming familiar with any written charter or FAQ governing use of such newsgroups and complying therewith. Regardless of such policies, Subscribers may not (a) post the same message, or a series of similar messages, to one or more newsgroups (excessive cross posting or multiple posting, also known as "Usenet spam"), (b) cancel or supersede posts not originally posted by such Subscribers, unless such Subscribers does so in the course of his/her duties as an official newsgroup moderator, (c) post any message with forged packet header information, or (d) post messages that are excessive and/or intended to annoy or harass others, including, without limitation, chain letters.
System and Network Security. Subscribers are prohibited from violating or attempting to violate the security of the COMTEL NETWORKS’S Network and Services, including, without limitation, (a) accessing data not intended for such Subscribers or logging into a server or account which such Subscribers is not authorized to access, (b) impersonating COMTEL NETWORKS personnel, (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (d) attempting to interfere with, disrupt or disable service to any Subscriber, host or network, including, without limitation, via means of overloading, "flooding," "mail bombing," "denial of service" attacks or "crashing," (e) forging any TCP/IP packet header or any part of the header information in any e mail or newsgroup posting, (f) taking any action in order to obtain services to which such Subscriber is not entitled, or (g) attempting to utilize another Subscriber's account name or persona without authorization from that Subscriber. Subscribers are also prohibited from attempting any action designed to circumvent or alter any method of measuring or billing for COMTEL NETWORKS services. Violations of system or network security may result in civil or criminal liability. COMTEL NETWORKS will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Subscribers who are involved in such violations.
Suspension; Termination. Any Subscribers which COMTEL NETWORKS determines to have violated any element of this AUP may be subject to a suspension or termination of service, and if COMTEL NETWORKS deems it necessary, immediate suspension or termination of such Subscriber's service without notice. COMTEL NETWORKS may take such further action as COMTEL NETWORKS determines to be appropriate under the circumstances to eliminate or preclude repeat violations, and COMTEL NETWORKS shall not be liable for any damages of any nature suffered by any Subscriber, or any third party resulting in whole or in part from COMTEL NETWORKS’ exercise of its rights under this AUP.
Notices and Points of Contact Except as otherwise provided, all important notices or other communications required or desired to be given or sent in connection with this Agreement or the transactions contemplated thereby shall be in writing and transmitted to the applicable party by reputable overnight courier. Such notice shall be deemed to have been given or made when actually received. Invoices and other non-emergency communications may be transmitted via regular mail or facsimile. The addresses and other contact information set forth below may be changed at any time by giving thirty (30) days prior written notice in the manner above.
COMTEL NETWORKS:
| Sales and Information | For Payments | For Notices |
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Sales Manager
COMTEL NETWORKS CORP 3900 West Commercial Blvd Fort Lauderdale, Florida USA 33309 Telephone: (954) 324-2626 Fax: (819) 306-0721 Email: info@comtel-pbx.com |
Accounts Receivable
COMTEL NETWORKS CORP< 3900 West Commercial Blvd Fort Lauderdale, Florida USA 33309 Telephone: (954) 324-2626 Fax: (819) 306-0721 Email: payments@comtel-pbx.com |
Legal Department
COMTEL NETWORKS CORP 3900 West Commercial Blvd Fort Lauderdale, Florida USA 33309 Telephone: (954) 324-2626 Fax: (819) 306-0721 Email: notices@comtel-pbx.com |
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