MASTER SERVICE AGREEMENT
This Master Service Agreement (this “MSA”) is entered into between Intermedia.net, Inc. (“Intermedia”) and customer (“You”).
You are not required to purchase voice services from
Intermedia nor from any of its affiliates. If You elect to purchase voice services under this MSA, please be advised of the following: (i) voice services will be provided through Intermedia’s wholly owned subsidiary, AccessLine
Communications Corporation d/b/a Voice Telco Services
(“Voice Telco Services”); (ii) Your acceptance of, and
agreement to, the terms of this MSA also constitutes
Your acceptance and acknowledgement of, and
agreement to, (A) the important disclosures, notices
and disclaimers contained in Attachment 1 to this MSA
related to 911 (including enhanced 911 (E911)) calling
and service and (B) the terms of the Schedule(s) and
related documents provided or made available to You
by Voice Telco Services; and (iii) the terms and conditions of this MSA will apply to the services You receive from Voice Telco Services as well as the terms and conditions in Voice Telco Services’ Schedules and related documents. If You instead choose to purchase voice services through an
unrelated third party, this MSA will not govern the provision of any services provided by such third party, and such thirdparty-provided voice services are used at Your sole risk and pursuant to the terms and conditions You enter into with such third party.
In the event that You have purchased these services with the assistance or upon the recommendation of an
Intermedia registered Agent or Advisor, You hereby grant that Advisor/Agent the right to manage Your Account,
including creation, management and deletion of users and services. You acknowledge and agree that You are
responsible for all charges, fees, surcharges, and taxes resulting from any changes made to Your Account by the
registered Advisor/Agent. If You do not want Your
registered Advisor/Agent to have the right to manage Your Account, You must select the option denying such a right in the control panel for Your Account.
Any of the following actions constitutes Your
agreement, without limitation or qualification, to be
bound by, and to comply with, the terms of this
Agreement: (i) registering for Service on Intermedia’s
web page or portal and selecting "I Accept" as part of
the registration process, (ii) ordering a Service from
Intermedia’s personnel and providing them with Your
credit card number or other billing information, or
(iii) use of the Services or Your Account by You or Your Users.
You agree to be bound by all of the terms and conditions of (i) this MSA and (ii) the following:
• Intermedia’s Privacy Policy (the “Privacy Policy”);
• Intermedia’s Service Level Agreements for all of
Intermedia’s Services that may be sold hereunder
(each, a “Service Level Agreement” or “SLA”);
• Intermedia’s Acceptable Use Policy (“AUP”);
• Intermedia’s Data Processing Addendum (“DPA”)
• Intermedia’s Artificial Intelligence Policy and
Notifications (“AI Policy”); and
• Intermedia’s Schedules (as defined below).
This MSA and all of the above referenced documents are
collectively referred to as the “Agreement.” Each of the foregoing is expressly incorporated herein by reference and may be amended or updated from time to time by
Intermedia. Current copies of the MSA, Privacy Policy, SLA, AUP, DPA, AI Policy, and Schedules are located at
https://www.intermedia.com/legal. The current copy of the DPA is also accessible through Your Account in
Intermedia’s administrative control panel.
DEFINITIONS. For the purposes of this MSA, the following definitions apply:
“Access Information” means information that, alone or
together with other information, can provide access to any portion of Your Account, including, but not limited to, Your Account number, login names, passwords, credit card or
other financial information, security questions and their respective answers, and any other similar information. For the avoidance of doubt, Your Access Information will
include any similar information for each of Your Users. “Account” means the account created with Intermedia in
connection with this Agreement that relates to Your
purchase of and subscription to Services and the use of Services by You and Your Users.
CAREFULLY READ THESE TERMS AND CONDITIONS, AS THEY FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND INTERMEDIA.NET, INC. ONLY AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY MAY EXECUTE THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS,
YOU DO NOT HAVE PERMISSION TO USE INTERMEDIA SERVICES AND DO NOT HAVE ANY OF THE OTHER RIGHTS SET FORTH BELOW.
INTERMEDIA Master Service Agreement
Master Service Agreement V 5.12 (effective March 31, 2025) Page 2 of 15 “Administrative User” means any of Your employees,
consultants, independent contractors or customers to whom You grant administrative permission to access the Services in accordance with Intermedia’s entitlements and
procedures and this Agreement (where “administrative
permission” includes, but is not limited to, the right to create, modify and delete User accounts, as well as the right to access and modify Your billing information and other
functionality available through the Intermedia administrative control panel).
“Applicable Law” means any applicable foreign, federal, state, provincial or other laws, rules, regulations or
interpretations of relevant Governmental Authorities or selfregulatory bodies. “Beta Offerings” means any portion of the Services offered on a “beta” basis, as designated by Intermedia, including but not limited to, products, plans, services, and platforms. “Data” means all data submitted by Your Users to
Intermedia in connection with the Services, including all content, material, IP and similar addresses, recordings, messages, software, Account Information and Accountrelated settings. “Governmental Authority” means a government, regulatory organization, self-regulatory organization, court of
competent jurisdiction or similar body.
“Intermedia” means Intermedia.net, Inc., a Delaware
corporation with offices at 1050 Enterprise Way, Suite 200, Sunnyvale, California 94089.
“Intermedia Parties” means Intermedia’s affiliates (including parents and subsidiaries), vendors, licensors and partners, and its officers, employees, agents and representatives. “PHI” means (a) for customers in the United States,
Protected Health Information (as such term is defined in the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations promulgated thereunder, as each may be amended from time to time) and (b) for
customers in Canada, personal health information (as such term is defined in the applicable federal, state and provincial privacy legislation relating to personal health information and the rules and regulations promulgated thereunder, as each may be amended from time to time) that is individually identifiable health information.
“Schedule(s)” means documents (including the Servicespecific product schedules located at https://www.intermedia.com/legal and the order
documentation generated through Intermedia’s
administrative control panel) that specifically describe the Services subscribed to, purchased and/or used by You
under this Agreement, including product descriptions, the currency to be used for billing and payment, pricing, and other terms. Each Schedule shall be deemed a part of and incorporated into this Agreement.
“Services” means Intermedia’s unified communications,
hosting and other services, software and products, as such services, software and products that are offered by
Intermedia from time-to-time in its discretion and subscribed to, purchased, and/or used by You as set forth in a
Schedule.
“Third-Party Service” means any service or product offered by a party that is not Intermedia.
“User” means any of Your employees, consultants,
independent contractors or other individuals to whom You grant permission to access the Services in accordance with Intermedia’s entitlements procedures and this Agreement (including Administrative Users and end Users).
“You” and “Your” means the individual or entity on whose behalf this Agreement is accepted.
1. SCOPE; ACCESS; SECURITY.
1.1. Access to Services. Subject to and in accordance
with the terms of this Agreement, including any Schedules, Intermedia grants You a non-exclusive, non-sublicensable, nontransferable, non-assignable, revocable license for the term of this Agreement to access and use the Services.
Services may only be used by Your Users for internal
business purposes only. You agree to comply with the terms and conditions of this Agreement, including any Schedules, and with all applicable Intermedia procedures and policies that further define use of the Services. You acknowledge and agree that the actions of any of Your Users with respect to the Services will be deemed to be actions by You and that any breach by any of Your Users of the terms of this Agreement, including any Schedule, will be deemed to be a breach by You.
1.2. Account Information and Ownership. You
acknowledge that Your failure to timely update Your
Account information, including authorized Administrative Users, can result in unauthorized personnel having access to Your Account and potentially doing harm to You.
Accordingly, You agree to maintain accurate Account
information by providing updates to Intermedia promptly, but no later than three (3) business days, when any of Your Account information requires change, including any
relevant Account contact information. Failure by You, for any reason, to respond within three (3) business days to any inquiries made by Intermedia to determine the validity of information provided by You will constitute a material
breach of this Agreement. You acknowledge and agree,
and expressly consent, that in the event of any dispute regarding access to or legal ownership of any Intermedia account or any portion thereof, including Your Account, Intermedia will resolve such dispute in its sole discretion. In INTERMEDIA Master Service Agreement
Master Service Agreement V 5.12 (effective March 31, 2025) Page 3 of 15 addition, in the event of such a dispute, Intermedia may immediately suspend, alter or terminate any relevant
account, including Your Account, or any portion thereof.
You will reimburse Intermedia for any legal fees and other fees incurred with respect to any dispute regarding control or ownership of Your Account or Your Data or the same of another Intermedia customer. You acknowledge and agree
that (i) the legal owner of all Data on the Account is You (the counterparty to this Agreement) and not any individual
User, including any Account contact registered with
Intermedia, regardless of any administrative designation (e.g., Administrator, Billing Contact, Owner, etc.); (ii) You will provide Intermedia with any documentation it
reasonably requests to establish ownership and rights to Your Account and any related Data; and (iii) any User
identified as an Administrative User with respect to Your Account has the authority to bind You to any amendments, modifications or acknowledgements regarding this
Agreement or otherwise relating to the Services.
1.3. Account Security and Activity. You acknowledge
and agree that You are solely responsible for (i) maintaining the confidentiality and security of Your Access Information, and (ii) all activities that occur in connection with Your Account, whether initiated by You, by others on Your behalf or by any other means. You will notify Intermedia
immediately of any unauthorized use of Your Account,
Access Information or any other actual or potential breach of security. You acknowledge and agree that Intermedia will not be liable for any loss that You may incur as a result of any party using Your Access Information, either with or without Your knowledge and/or authorization. You further agree that You may be held liable for losses incurred by Intermedia, any Intermedia Party, or another party due to any party using Your Access Information. Intermedia
strongly recommends that You keep Your Access
Information in a secure location, take precautions to prevent others from accessing it and change it when necessary to maintain its confidentiality and security. Intermedia
specifically disclaims all liability for any activity in Your Account, whether authorized by You or not.
1.4. Failure of a Line Test. With respect to voice
services, if a specific site fails a “VoIP line test” as part of the installation process, and You are unable or unwilling to upgrade the data circuit, router, switch, or faulty component responsible for the failure, Intermedia reserves the right to cancel the order for such site.
2. TERM AND TERMINATION.
2.1. Term. This Agreement shall be effective from Your
acceptance of this Agreement (or a previous version of
Intermedia’s service agreement) and shall continue until the expiration or termination of all Schedules (“Agreement
Term”). When You purchase Services from Intermedia, a
Schedule will be created specific to such purchase, setting forth the contract term and other terms and conditions with respect to such purchase. The term of each Schedule
(“Schedule Term”) shall be an initial term with a duration to be agreed to by You and Intermedia (e.g., one month, one year or some other mutually agreed-upon period) (a
“Schedule Initial Term”), followed by renewal periods with a duration to be agreed to by You and Intermedia (a
“Schedule Renewal Term”). Termination of this Agreement shall not relieve either party from fulfilling its obligations prior to such termination.
(a) Monthly Plan Schedule Term. For a “Monthly Plan”
with Intermedia, the Schedule Initial Term is the period from the date of Your acceptance of the Schedule through the remainder of that calendar month. The Schedule Renewal
Term for a Monthly Plan is defined as one (1) calendar
month beginning at the end of the Schedule Initial Term and each subsequent calendar month thereafter.
(b) Annual Plan Schedule Term. For an “Annual Plan”
with Intermedia, the Schedule Initial Term is the period from the date of Your acceptance of the Schedule through the remainder of that calendar month and continuing through the next twelve (12) calendar months (for example, an
Annual Plan that begins April 14th will continue until April 30th of the following year), unless the parties have agreed in writing to a longer term. A Schedule Renewal Term for an Annual Plan is defined as the twelve-month period
beginning at the end of the Schedule Initial Term and each subsequent twelve-month period thereafter.
(c) Automatic Renewal. Each Schedule will renew
automatically at the end of the then-current Schedule Term for a Schedule Renewal Term unless terminated in
accordance with this Agreement by either You or
Intermedia.
2.2. Termination by You.
(a) Monthly Plan. For a Monthly Plan, You may
terminate any Schedule for any reason by following the
termination procedure located within the Account section of the administrative control panel prior to the beginning of any Schedule Renewal Term. If You terminate a Monthly Plan
prior to the end of the then-current Schedule Term,
Intermedia will not be required to refund to You any fees already paid, unless otherwise set forth in the applicable Schedule.
(b) Annual Plan. For an Annual Plan, You may
terminate any Schedule for any reason by following the
termination procedure located within the Account section of the administrative control panel at any time. If such a termination is effective prior to the end of the then-current Schedule Term, You will incur a fee that is equal to the sum of (i) all unpaid amounts for Services provided through the date of termination; (ii) any third-party
INTERMEDIA Master Service Agreement
Master Service Agreement V 5.12 (effective March 31, 2025) Page 4 of 15 cancellation/termination charges related to the installation and/or termination of Services, (iii) the non-recurring charges for any cancelled Services, if such charges have not already been paid; and (iv) one hundred percent (100%) of the remaining monthly recurring charges that would have been incurred for the ordered Services through the
remainder of the then-current Term. The early termination fee is not a penalty. It is an estimate of liquidated damages suffered by Intermedia as a result of Your early termination of the Services.
(c) Refunds/Fees for Termination by You. Fees for
non-recurring Services and set up fees will not be refunded.
Any fees previously waived, discounts, or rebates applied may be reinstated if You terminate the account during the Schedule Term or if You breach this Agreement, including any Schedule.
2.3. Termination by Intermedia.
(a) 30-Day Termination. Intermedia may terminate this
Agreement or any Schedule for any reason by providing
thirty (30) calendar days’ notice. If Intermedia terminates this Agreement pursuant to this Section 2.3(a), then all Schedules will terminate at the end of the thirty (30) day notice period. If Intermedia terminates any Schedule
pursuant to this Section 2.3(a), then (i) for a Schedule with a Monthly Plan, if the effective termination date occurs prior to the end of the then-current Schedule Term, Intermedia will refund (or refrain from charging You) the pro rata monthly fees for the month in which Services terminate and (ii) for a Schedule with an Annual Plan, Intermedia will refund (or refrain from charging You) the monthly fees for the month in which Services terminate. For Schedules with either a Monthly Plan or an Annual Plan, if Intermedia
terminates this Agreement, including any Schedule,
pursuant to this Section 2.3(a), Intermedia will not charge You monthly fees for any month following the month in
which Intermedia terminates this Agreement, including any Schedule.
(b) Immediate Termination. Intermedia may terminate
this Agreement, including any Schedule, (or suspend Your Account) immediately and without prior notice for any of the following reasons:
(i) Any material breach of this Agreement,
including any Schedule, by You, as determined by
Intermedia in its sole discretion, including, but not limited to, failure to make any payment when due, violation of the AUP or any other Intermedia policy or procedure applicable to the Services as notified to You from time to time, which remains uncured beyond thirty (30) days’ notice by
Intermedia; or
(ii) If Your use of the Services results in, or is
the subject of, actual or potential legal action or threatened legal action, against Intermedia or any of its affiliates, vendors, partners, representatives or customers, without consideration for whether such actual or potential legal action or threatened legal action is eventually determined to be with or without merit.
(c) Termination or Suspension of Users. In lieu of
terminating or suspending Your entire Account, Intermedia may suspend Your Account or terminate or suspend
individual Users.
(d) No Refunds; Further Payment Due. If Intermedia
terminates this Agreement, including any Schedule,
pursuant to Section 2.3(b), (i) Intermedia will not refund to You any paid fees and (ii) You will be liable for any payment that would have been due had You terminated pursuant to Section 2.2.
2.4. Following Termination. Termination will not cancel or waive any fees owed to Intermedia or incurred prior to or upon termination. You agree that Intermedia may charge
such unpaid balance to Your Account on file or otherwise bill You for such unpaid balance. Upon termination, You must promptly uninstall all software provided by Intermedia in connection with the Services. All of Your Data will be irrevocably deleted promptly (as soon as fourteen (14)
calendar days) following the termination of this Agreement or the applicable Schedule, including but not limited to, databases, contacts, call recordings, video recordings, voicemails, files, documents, calendars, e-mail, website content, and any Data hosted by Intermedia. It will be solely Your responsibility to secure all necessary Data from Your Account prior to termination. Intermedia will not be
responsible or otherwise liable for any loss of Your Data or any damages arising from the deletion of Your Data
following termination of the Services.
3. FEES, BILLING, TAXES, CHARGES.
3.1. Fees. The fees initially charged upon ordering any Service will be effective for the applicable Schedule Initial Term and each Schedule Renewal Term, provided, that
Intermedia will have the right to increase these fees at any time upon thirty (30) calendar days’ notice to You.
Notwithstanding anything to the contrary set forth in any Annual Plan or Schedule, if an Intermedia vendor increases the price that it charges to Intermedia for the underlying licenses or services that Intermedia delivers to You, then Intermedia shall be entitled to increase the price charged to You for such Service during the term of such Annual Plan by an amount that is proportional to the amount of such increase imposed upon Intermedia by such vendor. If You do not agree with any such fee increase, You will have the right to terminate the applicable Schedule immediately upon notice received by Intermedia within thirty (30) calendar days of the date of notice of the fee increase. All payments made to Intermedia shall be in U.S. dollars (or any other INTERMEDIA Master Service Agreement
Master Service Agreement V 5.12 (effective March 31, 2025) Page 5 of 15 currency as may be permitted in the applicable
Schedule(s)).
3.2. Billing and Payment Arrangements. Intermedia will
bill You monthly for all established and recurring fees, and any applicable one-time fees in that month, including but not limited to interest, check paying program fees and returned check fees. Pro rata billing may occur throughout the course of a billing cycle for feature add-ons that You enable on Your Account during any given month.
3.3. Payment by Automated Means.
(a) You may view and print an invoice for Your Account
using the administrative control panel made available to You. On or about the first (1st) day of each month,
Intermedia will apply the current monthly charges to Your automated payment method, the relevant information of
which You entered on the billing information page in the administrative control panel. Payment by automated means includes any form of automated payment accepted by
Intermedia from time to time, including credit card, debit card, direct debit or other means.
(b) You must provide Intermedia with valid automated
payment information as a condition to receive or use the Services. All payments under this Agreement, except as
otherwise set forth in Section 3.4 or as otherwise approved by Intermedia, shall be made by directed Automated
Clearing House (ACH) debits. Payment by credit card may be permitted with approval by Intermedia and will be subject to processing or other fees, to the extent permitted by applicable law. By providing Intermedia with Your
automated payment information, You authorize Intermedia to (i) electronically debit Your bank account via ACH (or credit card, if applicable) for payment for the Services; (ii) make such debits as necessary for payment of current and outstanding bills and invoices, and recurring fees; and (iii) make additional attempts to debit Your bank account (or credit card, if applicable) should the initial attempt fail, in each case without further authorization by You. In the event that You provide Intermedia with different bank account or credit card information (to correct a payment failure or otherwise), You further authorize Intermedia to act upon Your instructions, whether by phone, in writing, or by other means, that Intermedia reasonably believes to be genuine.
You are responsible for and agree to update Intermedia with any changes to Your billing and/or automated payment
information (e.g., new or updated bank account, credit card, credit card expiration date or other payment account
information). It is Your responsibility to keep Your
automated payment information up-to-date.
(c) If Intermedia is unable to successfully process Your payment by automated means by the seventh (7th)
calendar day of the month for which the payment is due, Your payment will be considered late and not paid in full.
Intermedia may suspend or terminate Your Account in
accordance with Section 2.3(b)(i) for failure to timely pay in full. Late payments are subject to a late-payment charge of the greater of (i) interest calculated at the lesser of (x) eighteen percent (18%) per year and (y) the maximum
amount permitted by law and (ii) twenty-five dollars ($25).
Such interest will accrue daily from the due date until the date of actual payment of the overdue amount, whether
before or after judgment. You will pay the interest
immediately on demand. You will pay all collection costs incurred by Intermedia (including, without limitation,
reasonable attorneys’ fees).
3.4. Payment by Check.
(a) If You apply for and are accepted into Intermedia’s check paying program, Intermedia will issue You an invoice within the first five (5) calendar days of each calendar month. Each invoice will include an invoice processing fee of twenty-five dollars ($25). Payment by check must be
received by the fifteenth (15th) calendar day of each month.
Acceptance into and continued participation in Intermedia’s check paying program will be at Intermedia’s sole
discretion.
(b) Should Your check not be honored, a check fee of
the lesser of (i) fifty dollars ($50) and (ii) the maximum amount permitted by law, will be charged to Your Account.
In addition, Intermedia may require You to pay by cashier’s check or money order.
(c) If Intermedia does not receive payment by the
fifteenth (15th) calendar day of the month for which the payment is due, Your payment will be considered late and not paid in full. Intermedia may suspend or terminate Your Account in accordance with Section 2.3(b)(i) for failure to timely pay in full. Late payments are subject to a latepayment charge of the greater of (i) interest calculated at the lesser of (x) eighteen percent (18%) per year and (y) the maximum amount permitted by law and (ii) twenty-five
dollars ($25). Such interest will accrue daily from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You will pay the interest immediately on demand. You will pay all collection costs incurred by Intermedia (including, without limitation,
reasonable attorneys’ fees).
3.5. Fees for Excess Use. You agree to monitor and
maintain Your Accounts within all Intermedia-specified
limits and in a manner that does not disrupt the activities of Intermedia or other Intermedia customers and users. If Your usage exceeds the limits for Your Account or may disrupt the activities of other Intermedia customers, You agree that Intermedia may immediately, in its sole discretion, (i) charge You for such excess usage via Your automated payment
account, or by invoice if You have been accepted into
Intermedia’s check paying program, (ii) upgrade You to a INTERMEDIA Master Service Agreement
Master Service Agreement V 5.12 (effective March 31, 2025) Page 6 of 15 plan or increase the limits on Your Account to address this excess usage, and/or (iii) suspend Your Account or
terminate Your Account upon notice To You. Usage and
associated charges for excess usage will be determined
based solely upon Intermedia’s collected usage
information. Unused monthly allotments will not accrue or carry over from one month to any other month. Upon any
upgrade or increase on the limits of Your Account, You will be responsible for the new costs and fees.
3.6. Taxes. In addition to Intermedia’s charges, You will be liable for all taxes, governmental fees and assessments related to fees and charges charged to You under this
Agreement or otherwise in respect of Your use of the
Services. Intermedia will bill You for any sales, usage or other taxes that apply with respect to (i) the Services that You purchase and (ii) the jurisdiction of Your billing address (or, as required, any other relevant business locations).
3.7. Fees for Additional Services. You agree to pay
Intermedia’s then-current rates and expenses, including the cost of Intermedia’s vendors, for any requests related to information retrieval, subpoenas, consulting and advisory services, or similar work.
3.8. Bill Disputes. You will notify Intermedia of any
dispute relating to charges billed to Your Account by
submitting a Billing Dispute Notification Form (available through Intermedia’s customer service) to Intermedia within sixty (60) days of the date the disputed charges appeared on Your Account. The existence of a dispute will not relieve You from paying any and all amounts billed hereunder. You waive all rights to dispute any charges not disputed by written notice as required above.
3.9. Electronic Billing and Documentation. All billing and other documentation regarding the Services may be
provided electronically (“Electronic Documentation”). You consent to receiving Electronic Documentation and decline to receive hard copies of any such materials. You agree to receive all such communications in the English language.
3.10. Modification made by Advisor/Agent. You
acknowledge and agree that any charges, fees, surcharges, and taxes resulting from any changes made to Your
Account by the registered Advisor/Agent are Your sole and exclusive responsibility unless You select the option in the control panel for Your Account indicating that You do not want Your registered Advisor/Agent to have the authority to manage Your Account.
4. USE OF THE SERVICES.
4.1. Internal Use. You will use the Services for Your own internal business, non-residential and non-personal use.
You acknowledge and agree that You will not allow any third party, including Your vendors and service providers, to access or use the Services unless such third party is
allowed access for the purpose of providing authorized
customer support services or in connection with Your
appropriate use of the Services for Your own business
purposes.
4.2. Restricted Activities. You will not (i) use any Service for any purpose outside the Service’s intended scope,
features, and function set, (ii) use any Service for third-party training (unless the applicable Service is specifically designed for such usage), (iii) use any Service as an
application service provider or service bureau, unless You have entered into a separate written agreement with
Intermedia to provide such services, (iv) use any Service for timesharing or rental, (v) use any Service to design software or other materials or services with similar or competitive functionality for any purpose, including distribution to third parties, (vi) except with respect to Your Data, duplicate any portion of the Services or display, distribute, publish, or otherwise disclose any Service; (vii) use any of the Services to interface with any other service or application that is outside the scope of intended use; (viii) decompile,
disassemble, or otherwise reverse engineer any portion of the Services; (ix) make any modification or interface to any Service that is not specifically authorized by Intermedia without prior written consent of Intermedia; (x) resell or sublicense any portion of the Services, and any purported resale or sublicense will be void; or (xi) store, maintain, or use on or through the Services any PHI, unless a formal Business Associate Agreement (in a form acceptable to
Intermedia in its sole discretion), if required by applicable law, has been executed between Intermedia and You. You
may not access the Services for purposes of monitoring
their performance, availability, or functionality, or for any other benchmarking or competitive purposes, without
Intermedia’s prior written consent. You may not, without Intermedia’s prior written consent, access the Services if You are a direct competitor of Intermedia.
4.3. Applicable Law. You acknowledge and agree that
(a) access and use of the Services may be restricted or limited as a result of Applicable Laws, (b) You will not use, or allow the use of the Services, in contravention of any Applicable Law, and (c) You will comply with all Applicable Laws. You represent that (i) You and Your Users are not named on any Government Authority list of persons or
entities prohibited from receiving exports, and (ii) You will not permit Users to access or use Services in violation of any export embargo, prohibition or restriction. You
acknowledge and agree that that it is Your sole
responsibility to use the Services in a lawful manner.
5. YOUR DATA; FEEDBACK.
5.1. Submission of Your Data. Any Data You provide to
Intermedia in connection with the Services must comply
with the AUP. Attempting to place or transmit, or requesting placement or transmission, of Data that does not comply INTERMEDIA Master Service Agreement
Master Service Agreement V 5.12 (effective March 31, 2025) Page 7 of 15 with the AUP will be a material breach of this Agreement.
Intermedia may, in its sole discretion, reject or remove Data that You have used or attempted to use with respect to the Services. Any Data used with respect to the Services by or through You will be free of any and all malicious code, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms,
computer viruses and mechanisms that may disable or
negatively impact the Services, Intermedia’s servers, or any other tangible or intangible asset of Intermedia. You hereby represent and warrant to Intermedia that You have the right to use any patented, copyrighted, trademarked, proprietary or other material in connection with Data that You use, post, or otherwise transfer or transmit with respect to the
Services.
5.2. Public Disclosure of Data. You are solely
responsible for ensuring that You do not accidentally make any private Data publicly available. Any Data made public may be publicly accessible through the internet and may be crawled and indexed by search engines or other third
parties. By making any Data publicly available on any of the Services, You affirm that You have the consent,
authorization or permission, as the case may be, from every person who may claim any rights in such Data to make such Data available in such manner.
5.3. Data Takedown. By making any Data publicly
available in the manner aforementioned, You expressly
agree that Intermedia will have the right to block access to or remove such Data made available by You, if Intermedia receives complaints, inquiries or notices concerning any illegality or infringement of rights in such Data. You
expressly consent to determination of questions of illegality or infringement of rights in such Data by the agent
designated by Intermedia for this purpose.
5.4. Filtering. Intermedia may employ various filtering methods to reduce unwanted content, such as SPAM e-mail or calls, from reaching Your Intermedia Account or Your Users’ Services. You acknowledge and agree that such
methods (a) may fail to successfully identify such unwanted content and may therefore allow such content to be
delivered and accessible to Your Account or Your Users; and (b) may prevent legitimate content or communications from reaching Your Account and that Intermedia will not be liable therefor.
5.5. Control. Intermedia is not obligated to exercise
control over the content of information, including Your Data, passing through Intermedia’s network except any controls expressly provided in this Agreement.
5.6. Feedback. Any feedback, recommendations,
enhancement requests, suggestions, testimonials,
endorsements, information or materials conveyed to
Intermedia by You or Your Users in connection with the
Services shall be collectively deemed “Feedback.” You
agree to grant and hereby grant to Intermedia a perpetual, transferable, irrevocable, royalty-free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback
without restriction.
6. CONFIDENTIALITY AND PRIVACY.
6.1. Confidential Information. “Confidential Information” is all confidential information disclosed by a party
(“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information will include Your Data. Intermedia’s Confidential Information will include the Services (and any portion thereof), the terms and
conditions of this Agreement and any Schedules (to the
extent not publicly available on Intermedia’s website), and all related Service order forms, as well as Intermedia’s business and marketing plans, technology and technical
information, product plans and designs, and business
processes disclosed by Intermedia. Confidential
Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the
Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. The Receiving Party may disclose Confidential
Information to the extent required to comply with binding orders of governmental entities that have jurisdiction over it; provided however that, to the extent legally permitted by law to do so, the Receiving Party gives the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy,
discloses only such Confidential Information as is required by the governmental entity, and uses commercially
reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that Intermedia, and its licensors, retain all intellectual property rights and title, in and to, all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the ideas,
concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Services provided by Intermedia
hereunder.
6.2. Protection of Confidential Information. Except as
otherwise permitted by this Agreement or in writing by the INTERMEDIA Master Service Agreement
Master Service Agreement V 5.12 (effective March 31, 2025) Page 8 of 15 Disclosing Party, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any
Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees,
contractors and agents who need such access for purposes consistent with this Agreement and who are bound by
confidentiality obligations at least as protective of Disclosing Party and its Confidential Information as the provisions of this Agreement.
6.3. Use and Disclosure by Intermedia. Notwithstanding
the foregoing, Intermedia may use or disclose Your Data (i) as expressly permitted in writing by You, and (ii) as
expressly provided in this Agreement, including (a) in
accordance with the Privacy Policy (as if such Data were “Personal Data” as defined under the Privacy Policy), and (b) to access Your Data to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters. You expressly consent to the foregoing use and disclosure.
7. BETA OFFERINGS.
The SLAs do not apply to any Beta Offerings.
Notwithstanding anything else set forth in this Agreement, Intermedia does not make any representations or
warranties regarding any Beta Offering or the integrity of any data stored in connection with any Beta Offering. You are strongly discouraged from using any Beta Offering in connection with sensitive data. Intermedia may, in its sole discretion, change or terminate any Beta Offering without notice and does not represent or warrant the result of any such action. Intermedia may, in Intermedia’s sole discretion, convert any Beta Offering to a paid service upon notice to You. To avoid incurring increased charges following such a conversion, You must terminate (i) the individual converted service (if possible) by contacting Intermedia as directed in the conversion notice, or (ii) if You subscribe to no other services under Your Account, the entire Account, pursuant to Section 2 of this MSA.
8. LIMITED WARRANTY; LIMITATION ON
LIABILITY; THIRD-PARTY SERVICES.
8.1. Limited Warranty. Intermedia provides the Services and any related products on an “as is” basis, except as otherwise specifically set forth in the applicable SLA. You expressly agree that use of the Services is at Your sole risk.
To the fullest extent permitted by applicable law, Intermedia and the Intermedia Parties expressly disclaim all warranties of any kind, whether express, implied, statutory, or
otherwise, oral or written, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. You hereby agree that the terms of this Agreement, including any Schedule, will not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this Agreement, including any Schedule.
8.2. Limitation on Liability. Intermedia and Intermedia Parties will not be liable for any indirect, incidental, special, punitive or consequential damages (including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like) in connection with any claim arising under or in connection with this Agreement or the Services provided hereunder, regardless of whether Intermedia or any Intermedia Party has been advised of
such damages or their possibility. Some jurisdictions do not permit exclusion or limitation of liability for all types of damages (including the province of Quebec), so the
preceding exclusions may not apply to all parties; in such jurisdictions, and only such jurisdictions, the liability is limited to the fullest extent permitted by law. Intermedia will not be liable for any harm that may be caused by Your
access to application programming interfaces or the
execution or transmission of malicious code or similar
occurrences, including without limitation, disabling devices, drop dead devices, time bombs, trap doors, trojan horses, worms, viruses and similar mechanisms. You agree that the total liability of Intermedia and any Intermedia Party and Your sole remedy for any claims (i) regarding the Services for which a remedy is set forth in the applicable SLA is limited to the credits set forth in such SLA; and (ii) regarding the Services, other than those specifically described in clause (i) of this Section 8.2, is limited to the lesser of (a) One Thousand Dollars ($1,000) and (b) the prior one (1) month of Service fees paid under this Agreement by You to Intermedia.
8.3. Other Liability. None of the Intermedia Parties is responsible to You for any warranty provided by Intermedia.
8.4. Third-Party Services. Intermedia may link to or offer Third-Party Services on Intermedia’s website or otherwise through the Services. Any purchase, enabling, or
engagement of Third-Party Services, including but not
limited to implementation, customization, consulting
services, and any exchange of Data between You and any
Third-Party Service, is solely between You and the
applicable Third-Party Service provider and is subject to the terms and conditions of such Third-Party Provider.
Intermedia does not warrant, endorse or support ThirdParty Services and is not responsible or liable for such Services or any losses or issues that arise as a result of Your use of such services. If You purchase, enable or
engage any Third-Party Service for use in connection with the Services, You acknowledge that Intermedia may allow providers of those Third-Party Services to access Your Data used in connection with the Services as required for the INTERMEDIA Master Service Agreement
Master Service Agreement V 5.12 (effective March 31, 2025) Page 9 of 15 interoperation of such Third-Party Services with the
Services. You represent and warrant that Your use of any Third-Party Service signifies Your independent consent to the access and use of Your Data by the Third-Party Service provider, and that such consent, use, and access is outside of Intermedia’s control. Intermedia will not be responsible or liable for any disclosure, modification or deletion of Data resulting from any such access by Third-Party Service
providers.
9. OWNERSHIP AND CONTROL.
9.1. No Transfer. Except for rights expressly granted in this Agreement, including any Schedules, Intermedia does not transfer any intellectual or other property or proprietary right to You. All right, title, and interest in any Service provided to You, including without limitation any copyright, trade secret and vested or potential trademark and patent rights, is solely the property of Intermedia and its vendors and licensors. As between You and Intermedia, all materials distributed by Intermedia in connection with the Services will at all times remain the property of Intermedia, and upon the request of Intermedia or upon termination of this
Agreement or any Schedule, You will promptly return any and all such materials.
9.2. Control. Intermedia will have sole and complete
control over, and reserves the right at any time to make changes to, the configuration, appearance, content and
functionality of the Services. In addition, Intermedia
reserves the right, at any time, without prior notice, to the exercise of its sole discretion to suspend or terminate any Service for the protection of the security and integrity of the Services or other business, technical or financial
considerations as determined by Intermedia.
10. INTELLECTUAL PROPERTY PROTECTION.
Intermedia will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Intermedia
Technology,” as defined below in this Section 10; provided that You provide Intermedia with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and
assistance to settle and/or defend any such claim. In the event of any claim for which Intermedia may be obligated to defend or settle in accordance with this Section 10,
Intermedia may at its sole option and expense, either: (i) procure the right to use the Intermedia Technology as
provided herein; (ii) replace the Intermedia Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Intermedia Technology so that it does not infringe; or (iv) terminate this Agreement.
Intermedia assumes no liability for infringement claims arising from: (1) any combination of the Intermedia
Technology with products or technology not provided by
Intermedia, if the infringement would not have occurred if the Intermedia Technology had not been so combined; (2) any modification of the Intermedia Technology, in whole or in part, by anyone other than Intermedia, if the infringement would not have occurred but for such modification; (3) use by You of any Intermedia Technology after Intermedia
notifies You that continued use may subject You to such claim of infringement, provided that Intermedia provides You with a replacement release of the Intermedia
Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “Intermedia Technology” means the software of Intermedia which is delivered to You in connection with Your use of the Services. This Section 10 sets forth the entire liability and obligations of Intermedia, and Your exclusive remedy, with respect to any actual or alleged infringement of any
intellectual property or proprietary right by the Services. The terms of this Section 10 are subject to the limitations of Section 8.
11. HARDWARE, EQUIPMENT, AND SOFTWARE.
Unless purchased from Intermedia or one of its affiliates pursuant to a separate written agreement, You are
responsible for and must provide all hardware, software, services and other components necessary to access and
use the Services. Intermedia makes no representations,
warranties, or assurances that third party hardware,
software, services and other components will be compatible with any Service. Intermedia reserves the right to change or upgrade any equipment or software that it uses to provide the Services without notice to You. Intermedia will install security patches, updates, upgrades and service packs
(“Updates”) as it determines in its sole discretion, and reserves the right, but not the obligation, to roll back any Updates. Updates may change system behavior and
functionality and as such may negatively affect the Services used by You. Intermedia cannot foresee nor be responsible or liable for service disruption or changes in functionality or performance due to Updates. Intermedia is not responsible or liable for issues that may arise from incompatibilities between Your Data and use of the Services and any Update or hardware or software change or configuration, regardless of whether discretionary or requested.
12. INDEMNIFICATION.
You agree to defend, indemnify, save, and hold Intermedia and the Intermedia Parties harmless from any and all
demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, asserted against them that may arise or result from Your use of the Services, Your breach of this Agreement (or any Schedule), or Your negligence or willful misconduct.
INTERMEDIA Master Service Agreement
Master Service Agreement V 5.12 (effective March 31, 2025) Page 10 of 15
13. MODIFICATION OF TERMS.
Intermedia may update, amend, modify or supplement the
terms and conditions of this Agreement, including any
Schedules, any SLAs, the AUP, the DPA, the AI Policy and the Privacy Policy, from time to time by giving You notice.
Such changes will take effect immediately. Any such
modification may be made without the consent of any third party beneficiaries of this Agreement. You can review the most current version of this MSA, the Schedules, the SLAs, the AUP, the DPA, the AI Policy, and the Privacy Policy at any time at http://www.intermedia.com/legal, and You can also review the most current version of the DPA at any time in Intermedia’s Administrative Control Panel. Your
continued use of Your Account or the Services after
Intermedia posts a new version of any component of the
Agreement will be conclusively deemed to be acceptance
by You of any such new version.
14. Payment Card Industry Data Security Standard.
14.1 General. The Payment Card Industry Data Security
Standard (“PCI DSS”) is a set of security standards
designed to ensure that companies accepting, processing, storing, or transmitting credit card information maintain a secure environment. Intermedia’s activities with respect to compliance with PCI DSS vary depending upon
Intermedia’s role in the applicable transaction.
(a) Intermedia as Merchant. Intermedia serves as a
“merchant” when You directly provide a credit card number (or other payment card information) to Intermedia to pay for Intermedia's services through its payment processing
system. Intermedia’s payment processing system is
designed to comply with PCI DSS when Intermedia
accepts, processes, stores and/or transmits credit card or other payment card information received for purposes of paying for Intermedia services.
(b) Intermedia as Service Provider. Intermedia serves
as a “service provider” when You elect to utilize
Intermedia’s communications services to collect credit
card information (or other payment card information) that You are accepting, processing, storing, or transmitting in the conduct of Your business. You acknowledge that, with respect to Intermedia’s Services:
i. Only select Intermedia Services are designed to
be compliant with PCI DSS. For example,
communications via email or voice calling through
unified communications services are not
structured to receive payment card information in
a PCI DSS-compliant manner.
ii. For Services that are designed to be compliant
with PCI DSS, while Intermedia is responsible for
the security of the cardholder data that Intermedia
possesses within the applicable Services
(including the functions relating to accepting,
processing, storing, and transmitting the known
cardholder data), Your use of Services does not,
in itself, achieve PCI DSS compliance for Your
company.
iii. You are solely responsible for assessing Your own
compliance requirements with respect to PCI DSS,
which includes ensuring that (a) the Services that
You are using to collect payment card information
are included among the select Intermedia Services
that are designed to be compliant with PCI DSS;
(b) all aspects of Your own cardholder data
environment (for example, any systems,
applications, or processes outside the scope of the
Services), including data handled, processed, or
stored using the Services, adhere to PCI DSS
requirements; and (c) Your personnel are
adequately trained and informed about PCI DSS
requirements, including best practices for data
security and the proper methods for handling,
processing, and transmitting such data.
iv. Intermedia shall not be responsible for any losses
or damages, and disclaims all liability, arising,
directly or indirectly, from Your failure to comply
with the PCI DSS requirements for which You are
responsible, as described herein.
15. MISCELLANEOUS.
15.1. Governing Law; Jurisdiction; Forum; Attorneys’
Fees. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of laws or its principles. Any claim or suit arising out of or relating to this Agreement will be brought exclusively in any court of competent jurisdiction located in Santa Clara County, California. In any action to enforce this Agreement, including, without limitation, any action by Intermedia for the recovery of fees due hereunder, You agree to pay Intermedia’s reasonable attorneys’ fees and costs in connection with such action if Intermedia
prevails in such action. You agree to waive the right to trial by jury with respect to any proceeding related to or arising out of this Agreement.
15.2. Written Communications and Notice. You accept
that communication from Intermedia may be electronic.
Intermedia may contact You by e-mail or provide You with information by posting notices on Intermedia’s website or to Your Account. You agree to receive all such
communications in the English language. You agree to this electronic means of communication and You acknowledge
that all contracts, notices, information and other
communications that Intermedia provides to You
electronically are acceptable and effective as notice. Except as otherwise specified in this Agreement, all notices,
permissions and approvals hereunder will be in writing and will be deemed to have been given (i) immediately upon
INTERMEDIA Master Service Agreement
Master Service Agreement V 5.12 (effective March 31, 2025) Page 11 of 15 personal delivery, (ii) the second (2nd) business day after mailing, (iii) the second (2nd) business day after sending by confirmed facsimile, or (iv) the first (1st) business day after sending by email or, if from Intermedia to You, online
posting. Notices to You shall be written in English and may be addressed by Intermedia to any e-mail address, postal address or facsimile number registered with Intermedia, or through means of online posting through the Services.
Notices to Intermedia that are not expressly authorized by administrative control panel under this Agreement shall be written in English and mailed to Intermedia.net, Inc., 1050 Enterprise Way, Suite 200, Sunnyvale, California 94089, Attn: Legal Department, or such other address as
designated on Intermedia’s website from time to time.
15.3. Authority, Age and Capacity. The individual
accepting this Agreement on behalf of You represents and warrants that he/she has the authority to bind You to this Agreement. You hereby represent and warrant that each
User has reached the older of (i) the age of eighteen (18) and (ii) the age of majority in the User’s jurisdiction, and that You are not subject to a limitation on Your ability to enter into this Agreement.
15.4. Severability. If any one or more of the provisions contained herein will, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any of the other provisions of this Agreement, and this Agreement will be construed as if such provision(s) had never been contained herein, provided that such provision(s) will be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.
15.5. Waiver. No waiver by either party of any breach by the other party of any of the provisions of this Agreement will be deemed a waiver of any preceding or succeeding
breach of this Agreement. No such waiver will be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing.
15.6. Remedies. The rights and remedies of the parties
hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. The parties acknowledge, confirm and agree that damages may be
inadequate for a breach or a threatened breach of this
Agreement and, in the event of a breach or threatened
breach by You or Your Users of any provision hereof, the respective rights and obligations hereunder shall be
enforceable by specific performance, injunction or other equitable remedy. Nothing contained in this Agreement
shall limit or affect any rights at law or statute or otherwise for a breach or threatened breach of any provision hereof, it being the intent of this provision to clarify that the respective rights and obligations of the parties shall be enforceable in equity as well as at law or otherwise.
15.7. No Assignment. No benefit or duty of You under this Agreement will, without the written consent of Intermedia, be in any manner sold, transferred, assigned, conveyed, pledged, encumbered or charged, and any attempt to do so will be void. Intermedia may assign this Agreement without Your consent and without notice.
15.8. Fair Interpretation, Headings. This Agreement
reflects terms that are mutually agreeable to the parties.
This Agreement will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party based on draftsmanship of the
Agreement or otherwise. The headings and captions used
in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
15.9. Force Majeure. Except for monetary obligations,
neither party shall be liable to the other for failure or delay in the performance of a required obligation hereunder if such inability or delay is caused by reason of Force Majeure Event. “Force Majeure Event” is any cause beyond a party’s reasonable control or anticipation, including, without
limitation, acts of war, acts of god, terrorism, earthquake, hurricanes, flood, fire or other casualty, embargo, riot, sabotage, labor shortage or dispute, governmental act,
insurrections, epidemics, quarantines, inability to procure materials or transportation facilities, failure of power, restrictive governmental laws or regulations, condemnation, acts of third parties, failure of the Internet or other reason that is beyond a party’s reasonable control or anticipation.
15.10. Survival. The preamble, “Definitions” and Sections 2, 3, 4, 5, 6, 8, 9, 10, 12, 13, 14, and 15 of this MSA will survive termination.
15.11. Independent Parties. Notwithstanding anything to the contrary herein, it is acknowledged, confirmed, and agreed that You shall be, and shall be deemed to be, an independent entity for all intents and purposes, including, without limitation, federal taxation. You shall pay all expenses in connection with performing Your obligations hereunder and shall not incur any indebtedness on behalf of Intermedia in connection with such expenses. Neither party shall have or hold itself out as having any right, authority nor agency to act on behalf of the other party in any capacity or in any manner, except as specifically
authorized in this Agreement.
15.12. Entire Agreement; Third Party Beneficiaries. This Agreement, including any Schedules, constitutes the entire agreement for provision of the Services to You and
supersedes all other prior agreements and understandings, both written and oral, between You and Intermedia with
respect to the Services. You understand and agree that (i) Intermedia and You may include, as the sole third party beneficiaries of this Agreement, the Intermedia Parties, and INTERMEDIA Master Service Agreement
Master Service Agreement V 5.12 (effective March 31, 2025) Page 12 of 15 (ii) in the event of any breach of this Agreement, including any Schedule, such Intermedia Parties shall have all rights and remedies available to them as if they were parties to this Agreement, including claiming the benefit of Section 8 of this MSA.
15.13. Language. The parties confirm that they have
requested that this Agreement and all related documents be drafted in English. Les parties aux présentes ont exigé que la présente entente et tous les documents connexes
soient rédigés en anglais.
Master Service Agreement V 5.12 (effective March 31, 2025) Page 13 of 15 Attachment 1
Enhanced 911 Service - Disclosures, Notices and Disclaimers IMPORTANT: EMERGENCY 911 CALLING INFORMATION (U.S. and Canada) This document provides very important information about emergency 911 calling using the Internet phone service of AccessLine Communications Corporation dba Voice Telco Services (“Voice Telco Services”), a wholly owned subsidiary of Intermedia.net, Inc. (“Intermedia”), included as part of the Intermedia Unite® and Cloud PBX services. This document also describes the steps that you, as a customer of this service (“You”), should take to ensure Your safety and the safety of Your employees and visitors.
Capitalized terms used in this document but not otherwise defined have their respective meanings set forth in the Master Service Agreement between You and Intermedia. Note that this document is incorporated into the terms of Your Master Service Agreement and creates a legally binding obligation on You.
Dear Customer:
Emergency 911 Services (including Enhanced 911 or “E911”) provided by Voice Telco Services differ from the emergency calling services provided by a traditional telephone company. These differences may have an adverse impact upon the ability or timeliness of 911 responders to respond to or assist You or others in the event of an emergency. In addition, due to limitations on technology or other factors, the location reported by Voice Telco Services to the public safety dispatcher for Your telephones may not include a user’s specific location within a business premise. For this reason, it is important that You carefully follow the instructions below.
As part of the initial process of subscribing to our voice services, You provide us with the street address, city, and state (“Default Service Location”) where the applicable phone number (and the associated Voice Telco Services voice service) will typically be used by the applicable user. In addition, as further described below, You or Your users (depending on the application) may at any time register a different service location (i.e., different from the Default Service Location), specifically to be used by Voice Telco Services when transmitting an emergency service call, for each of Your registered devices and installed softphone applications to indicate where the applicable device or application (and the associated Voice Telco Services voice service) are being used by the applicable user (“Registered E911 Location”). IMPORTANT: Please note that the Registered E911 Location for mobile and desktop applications may be changed only by the applicable end user; however, the Registered E911 Location for all other devices (such as desk phones) may only be maintained by an account administrator.
Except as provided below for Canada, our customers have access to either basic 911 or E911 service depending on their Registered E911 Location (or, if none, their Default Service Location):
n If You are a customer located in an area where the applicable emergency center offers E911 service, then, when You dial 911, Your Voice Telco Services telephone number and applicable registered address are sent by Voice Telco Services to the emergency center, where public safety dispatchers have access to this information in order to send help and call You back if necessary. n However, if You are a customer located in an area where the applicable emergency center only offers basic 911 service, then, when You dial 911, the emergency center is not equipped to automatically receive Your telephone number and address, and public safety dispatchers answering the call may not be able to access Your Voice Telco Services telephone number and/or registered address. Therefore, in this situation, You must be prepared to supply this information on the call. Until You supply the public safety dispatchers with Your phone number and address, Master Service Agreement V 5.12 (effective March 31, 2025) Page 14 of 15 the dispatcher may not be able to send help, and they may not be able to call You back if the call is disconnected or dropped.
If You are calling from a Canadian phone number, when You dial 911, You will only have access to basic 911 service. Your call will first be routed to an emergency services operator. You will need to verbally provide Your location to the operator. After the operator verbally determines Your location, the operator will transfer the call to the appropriate Public Safety Answering Point (PSAP). Therefore, in this situation, You must be prepared to supply Your telephone number and/or registered address on the call. Until You supply this information to the operator, the operator may not be able to send help and may not be able to call You back if the call is disconnected or dropped.
For the purposes of 911, and to ensure the safety of You, Your employees, and Your visitors:
n You must register with Voice Telco Services the Default Service Location (the physical location where the applicable phone number (and the associated Voice Telco Services voice service) will typically be used by the applicable user) at the time of initial subscription to the voice service. It is Your responsibility to confirm the accuracy of Your Default Service Location upon initial registration, and upon any further changes, additions, or transfers of phone numbers or phone devices. You can do this by using Your online account portal; and n You or Your users (depending on the application) must register with Voice Telco Services the Registered 911 Location (the physical location, for each device or softphone application, where our service is then being used), whenever that location changes from time to time. It is Your users’ responsibility to confirm the accuracy of the Registered 911 Location associated with each device and softphone application, including, with respect to mobile and desktop applications, updating such address within the voice service application whenever the physical location to which service is provided to the applicable mobile or desktop application changes from time to time.
We will register both the Registered 911 Location (for each device or softphone application) and the Default Service Location (for each user or phone number). It is Your and Your users’ responsibility, when a user uses the Voice Telco Services voice services in a different location than the Default Service Location or the Registered 911 Location, to promptly update the applicable address(es) that are registered with Voice Telco Services. It is also Your responsibility to require each user to provide Voice Telco Services with their specific location within Your premises in the event of an emergency. If You (or Your users, as applicable) do not update the Registered 911 Location (or, if no Registered 911 Location is provided, the Default Service Location), Your 911 calls may be directed to an emergency center near Your old registered service address (instead of the new location), which may result in 911 responders being delayed in responding, or unable to respond, to the reported emergency. You may register only one Registered 911 Location at a time for each device or softphone application, and You may register only one Default Service Location for each phone line or user. To be clear, You or Your users (depending on the application) must re-register the Registered 911 Location with Voice Telco Services each time the user changes the physical location to which voice services are provided to the applicable device or softphone application. Please note that this is standard and customary practice for any Internet-based voice service, and it is designed to keep You, Your employees, and Your visitors safe in case of an emergency.
With Intermedia Unite, You have the ability to connect Your voice service to multiple devices and endpoints. Please note the following important service limitations with regard to the use of such devices or endpoints:
n Note that You or Your users must register the correct Registered 911 Location address for each separate device or softphone application within the Voice Telco Services application (e.g., home phone, office phone, mobile device application, etc.).
Master Service Agreement V 5.12 (effective March 31, 2025) Page 15 of 15 n Emergency 911 calls are supported from the Intermedia Unite mobile application as follows:
o Except as provided below for Canada, emergency 911 calls placed through the Intermedia Unite mobile application will be processed (e.g., routed to a local Public Safety Answering Point (PSAP)) using the Registered 911 Location address registered with Voice Telco Services for the mobile application (or, if no Registered 911 Location has been provided to Voice Telco Services, the Default Service Location registered with Voice Telco Services for the applicable phone number or user). Therefore, if the caller is not physically located at that Registered 911 Location (or Default Service Location, as applicable), the call may be routed to a PSAP that is not local to the caller’s then-current location, and the caller will need to verbally provide his/her location to the emergency responder. As a result, there is a risk of delay in the processing of emergency 911 calls placed through the mobile application (due to calls being incorrectly routed and additional handling and transfer time), as well as a risk that the emergency service providers may not be able to identify the caller’s location (and thus not be able to provide the emergency services needed by the caller) if the caller is unable to verbally communicate his/her location; and any of these events may result in the caller not receiving the emergency services they require in a timely manner, or at all. It is solely the responsibility of You and Your end users (and not the responsibility of Intermedia) to ensure that the correct and current Registered 911 Location and Default Service Location for the Intermedia Unite mobile application are maintained at all times within Intermedia’s systems.
o In Canada, all emergency 911 calls placed through Intermedia Unite, including the Intermedia Unite mobile application, will first be routed to an emergency service operator, which will transfer the call to the appropriate PSAP after verifying the caller’s location. As a result, there is a risk of delay in the processing of emergency 911 calls due to additional handling and transfer time. In addition, if the caller is unable to communicate his/her location to the operator, the operator may not be able to route the call to the appropriate PSAP. Thus the caller may not receive emergency services he/she requires in a timely manner, or at all.
n Voice Telco Services recommends that any emergency 911 calls placed on a mobile device be made using the mobile phone’s native dialer, instead of through the Intermedia Unite mobile application, as the mobile carrier infrastructure is better able to obtain and provide accurate location information to enable the call to be routed to the most appropriate PSAP. 911 service over Internet-based voice service has several limitations. Such limitations, including those discussed above, may prevent You from making emergency calls and include but are not limited to any of the following:
• Loss of electrical power
• Loss of Internet connection for any reason
• Termination of Your account by Your broadband ISP or by Voice Telco Services • Defective or misconfigured customer premises equipment or software • Network congestion
• Delays in updating the applicable Registered 911 Location or Default Service Location on file with Voice Telco Services
• Non-voice equipment, such as security systems and medical monitoring equipment • Relocating the equipment outside of the jurisdictions permitted by the Master Service Agreement and applicable product schedules
• Simultaneous use of one line with multiple pieces of equipment • The failure of the emergency response center to answer Your calls • Failures of third parties responsible for routing 911 calls Master Service Agreement V 5.12 (effective March 31, 2025) Page 16 of 15 You should advise all of Your employees, invitees, guests, visitors, and every other person who visits Your facility and/or who may make calls using the service of the limitations described above.
In some cases, emergency calls may not be routed to the designated emergency center in Your area.
Rather, an emergency call may be routed to an alternative emergency center that may not have access to any or all of Your Registered 911 Location or Default Service Location information. Consequently, a user should be prepared to provide sufficient information with respect to their physical location to a public safety dispatcher.
This method may delay the dispatch of emergency personnel to the user’s location. If the emergency call is disconnected for any reason prior to the time the user has provided a location and callback number, emergency personnel will have no way to contact the user or determine the user’s identity or location, and the user should immediately redial 911.
It is important that You place the stickers shipped with the phones purchased from Voice Telco Services, or the label (supplied with this letter) for phones You supplied yourself, next to all devices which use the Voice Telco Services service, including all session initiation protocol (“SIP”) telephones, analog telephone adapters and telephones attached to an analog telephone adapter having the capability of connecting to our service, as well as all computers having softphone software installed.
The sticker or label should be conspicuously located near or on each device so that a caller can easily see it. Failure to situate a sticker or label near or on each device may result in a caller not knowing that he/she may not be able to reach 911 in the event of an emergency.
You acknowledge and agree that if You are not comfortable with the limitations of Voice Telco Services’ 911 service, that You should always have an alternative means of accessing emergency service. To ensure that You and Your Users have access to emergency services, You acknowledge and accept that it is Your sole responsibility to purchase, from a third-party separately from Voice Telco Services, traditional wireless or landline telephone service as a backup means of completing emergency calls. If the Service is used in a home office environment, it is not intended to be used for personal, residential, nonbusiness or nonprofessional commercial use. A home office user must provide alternative arrangements for residential emergency calls.
To check Your 911 activation status, log in to Your account or dial support from Your Voice Telco Services phone.