Customer Name
City of Vernon
Sales Order: SO5691
Issued Date: 07-27-2023
03:46 PM
Due Date : 10-31-2023
USIPCommunications
3201 Northside Dr STE 109
RALEIGH, North Carolina 27615
Phone 800-972-5004
Contact
Tim Bass
Billing Address Shipping Address
4305 santa fe Avenue
Vernon, CA 90058
4305 santa fe Avenue
Vernon, CA 90058
Item Code Item Name Quantity List Price Item Total Discount Total After Discount Total
PRO114 GigE
Dedicated Symmetrical 100G Fiber service
with SLAs. BGP routing will be supported
1 $8,039 $8,039 0 (0 %) $8,039 $8,039
PRO24 Installation 1 $300 $300 0 (0 %) $300 $300
Items Total $8,339
Discount(0%) 0
GRAND TOTAL($) $8,339
Contract Term Monthly Charge One-Time Charge
36 $8,039 $300
Customer Acceptance USIPCOM Acceptance
Print Name: Print Name:
Signature: Signature:
Title: Title:
Date: Date:
Terms and Conditions can be found at www.usipcom.com/legal Important Information
Billing
Billing for Service will begin no later than two days after service is deemed ready for Billing and Invoicing by USIPCOM. Customer’s failure to promptly schedule and activate the service will result in billing beginning before service can be utilized by the Customer. In addition, the Customer is solely responsible for canceling any service with previous Provider.
Termination
Upon termination of the Service Agreement and/or the Service(s) not due to default, USIPCOM will disconnect, or will cause to be disconnected, the Service(s) if notified by the Customer in writing via E-mail to [email protected] with no less that forty calendar (40) days’ notice prior to termination of the Agreement and/or Service(s). Please review Terms & Conditions and Legal Documents @ http://www.usipcom.com/legal
Customer Care & Support Contact Information
• Phone: 800-972-5004
• E-mail: [email protected]
Sales Contact
• Name: Joe Willett
• E-mail: [email protected]
• Direct Phone: 919-439-3563
• Main Phone: 800-972-5004
Terms & Conditions
Terms & Conditions along with other important documents can be found at http://www.usipcom.com/legal/. Please review the Terms & Conditions along with the Acceptable Use Policy, Service Level Agreement before signing for service. It is solely the customer's responsibility to review the Terms & Conditions, Acceptable Use Policy, and Service Level Agreement located @ http://www.usipcom.com/legal Customer Acceptance USIPCOM Acceptance
Print Name: Print Name:
Signature: Signature:
Title: Title:
Date: Date:
Payment Form
Please choose the desired payment method:
Direct Deposit/ACH Credit Card Paper Check
One-Time Charge Monthly Reoccurring Charge
Credit Card Authorization
Card Type: Card Number:
CVC (3 or 4 digit security code on back or front of credit card) Expiration Date: Name on Card:
Billing Address:
City: State: ZIP: Country:
Customer Acceptance USIPCOM Acceptance
Print Name: Print Name:
Signature: Signature:
Title: Title:
Date: Date:
Data Installation Guide
Product Installation Overview
Customers ordering a T1, NxT1, EOC, or Cable should expect installation to occur within an average 30-45 business days from the date of order submission by USIPCOM to the underlying Carrier.
Customers ordering MPLS, DS3, OCx and Fiber Buildout should expect installation to occur within an average of 60-90 business days from the date of order submission by USIPCOM to the underlying Carrier(s).
All order submission will occur only after a completed contract has been presented and received by USIPCOM and the Customer has been approved for any/all applicable credit.
It is important to understand that the average times to installation presented above are based on industry standards and USIPCOM experience. Individual circumstances may dictate that these installation timeframes could be shorter or longer than the aforementioned averages.
Orders may be expedited and are contingent upon Carrier capability and acceptance. A one-time non-recurring expedite fee will be assessed on a Customer’s invoice. However, payment of this fee by the Customer does not guarantee a specific timeframe or completion date.
Throughout the installation process a Customer will work with USIPCOM Installation Specialists and Activation Engineers.
The Installation Specialist will manage the installation process up to Service Activation and is responsible for interacting with the Carrier to ensure all milestones are met, escalations and confirming with the Carrier and Customer that contracted service is provisioned correctly. The Activation Engineer is responsible for activating and verifying service.
Installation Timeline
Day 1-3: Order is placed with the Carrier
USIPCOM will place the order with the underlying Carrier for Data service. The following requirements must be met by the Customer prior to order placement:
Basic Requirements:
• Accurate address including suite number and onsite phone number • Valid onsite contact with appropriate phone number
• Main point of entry (MPOE) location where the Local Exchange Carrier (LEC) will deliver service the building (i.e. basement on first floor)
• DMARC location, the actual location within the building where the service is to be delivered (i.e. suite 100) • Number of IPs desired and completed IP justification form if required by the Carrier Important Note:
USIPCOM is not responsible for extending the circuit to the DMARC location unless the extension has been explicitly ordered and is listed as a line item on the USIPCOM Service Order Form (SOF). Unless the DMARC extension is listed on the SOF the circuit will only be delivered to the MPOE (as determined by the LEC) and any extension is the sole responsibility of the Customer. In general, any changes to the above information or to the service order during the installation process could result in delays and additional fees.
After the order is placed with the Carrier a USIPCOM Installation Specialist will contact the Customer point of contact on record and complete an introduction call to review the ordered service solution, address, contact information, and will confirm the Customer has access to the customer portal.
Day 4-9: Carrier places order with Local Exchange Carrier (LEC) The Installation Specialist will ensure the Carrier has initiated the design and engineering of the circuit so the order can be passed to the LEC.
The LEC will then begin the design and engineering of the local loop.
Day 10-20: Installation Date (Firm Order Commitment Date) Established The LEC will provide a Firm Order Commitment (FOC) date for installation of the local loop. At this time, if a FOC date has not been established the reason for delay will be relayed to the Customer.
Day 21-30: Local Loop is installed (Firm Order Commitment Date) A technician from the LEC will install the local loop to the service location.The following requirements must be met in order for the technician to complete installation:
Requirements:
• A customer contact must be onsite to allow the LEC technician access to the location and telco closet as applicable for an entire business day.
Day 31-45: Service Activation
After the local loop has been installed and the LEC has tested and accepted with the Carrier, the Installation Specialist will schedule an activation appointment with the Customer. The following requirements must be fulfilled prior to the activation appointment:
Requirements:
• Space and power must be allocated for all equipment components applicable to Data service and any necessary mounting boards or racks shall be provided by the Customer
• Sufficient power outlets must be available for the power unit which requires a standard 120V AC plug. The power outlet must not be overloaded and must be within 6’ of the Data Router
• Any DMARC extensions not ordered through USIPCOM must be complete • All LAN devices and the Data Router must be wired/connected – USIPCOM does not provide patch cables or dispatch technicians to connect any equipment to the circuit.
• The Data Router requires an operating environment with temperature ranges between 35-85° F and humidity of less than 90%, noncondensing
• The environment must be free of excessive dust
• Customer must call in to USIPCOM at the scheduled time of the activation appointment The USIPCOM Activation Engineer will bridge the Carrier on the phone with the Customer and conduct testing to ensure Data service is working properly.
Day 60: Service Activation - DS3’s/OCX’s/Ethernet/Colocation/MPLS DS3 and OCX Solutions have an installation interval of 60-90 business days. Actual installation timeline will vary as these solutions may require build outs, special equipment, or other special requirements from the Carrier, LEC, and the Customer.
The following Data Solutions may have additional requirements and specifications:
CO-LOCATION
In order to avoid any delays, it is the Customer’s responsibility to inform USIPCOM prior to order placement on what floor their equipment is located. Customers needs to work with their existing vendors (hosting company / cross connect provider) to determine where the circuit should be terminated and how the circuit shall be provided (i.e. open port on MPOE, open port on Carrier POP, channel on existing facility). In some cases, a CFA/LOA will need to be provided by the Customer. In addition, the Customer is also responsible for ordering the appropriate cross-connect from the MPOE to their equipment.
ETHERNET
When purchasing an Ethernet solution from a Carrier, it is the Customer’s responsibility to ensure that the Carrier has facilities going to the Customer’s floor. The Customer is responsible for extending this service either from the MPOE or the Telco closet on their floor to their suite if desired.
MPLS
The Customer must work with USIPCOM on an implementation plan to ensure the appropriate sites are installed in the order of importance. Customer must also provide their private IP addressing scheme and routing requirements. If the Customer is getting voice, their bandwidth requirements for voice across this network must be understood and provided to USIPCOM along with QOS requirements so the appropriate settings are implemented on the Carrier’s network.
Billing
Billing for Data Services will begin no later than two (2) business days after service is deemed ready for Billing and Invoicing by USIPCOM. Customer failure to promptly schedule and activate the circuit will result in billing beginning before service can be utilized by the Customer. In addition, the Customer is solely responsible for canceling any service with previous Carrier, and for updating any email or web hosting IP addresses with the current provider. USIPCOM does not support email or web hosting applications but can update any email or DNS records once the activation appointment has been completed.
Multi-Site Solutions
Multi-site solutions such as MPLS are billed site by site and not when all sites are installed. If all sites are ordered at the same time, each site will be billed as they are installed, tested, and accepted by the Carrier, regardless of whether Customer has completed all necessary steps to activate Service or whether other sites in the MPLS network are ready for activation.
Move Orders
In the event the Customer wishes to move service to a new location USIPCOM must be notified by an authorized contact by emailing [email protected] a minimum of sixty (60) business days prior to the move. USIPCOM will coordinate the move of services once the new location is secure, has power, has a backboard or rack for equipment, and a new contract with USIPCOM has been signed and processed. Please note that Customers that do not have a minimum of twelve (12) months left on their existing contract will be re-termed for one (1) year upon completion of the move. The general timeframe for Data service move orders is the same as the timeline noted above.
Customer Acceptance
Customer acknowledges that the preceding installation timeline is provided as a general timeline only and that USIPCOM does not guarantee any specific date or timeframe for installation. Customer has read all of the requirement or specification for Data Service installation. Customer further acknowledges that failure to meet any requirement or specification may result in delays in the installation process. Customer further acknowledges that Billing/Invoicing for Data Service(s) will begin no later than two (2) business days after service is deemed ready for activation by USIPCOM.
By signing below, Customer signatory certifies that (s)he is an officer or certified representative of the above listed Company authorized to enter into a binding agreement(s) on behalf of said company and affirmed by seal below as of the date below.
Customer Acceptance USIPCOM Acceptance
Print Name: Print Name:
Signature: Signature:
Title: Title:
Date: Date:
pg. 1
Terms & Conditions
Internet Services Terms and Conditions
These Service Terms and Conditions (the “Terms and Conditions”) apply to the Services (as defined below) described in the Service Order Form (“SOF”) by and between USIPCOM, LLC. (“Provider”) and the customer named in the SOF (“Customer”). Provider may amend these Terms and Conditions from time to time by posting an amended version at www/usipcom.com/legal/ and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Provider written notice of rejection of the amendment. If Customer rejects such amendment, these Terms and Conditions will continue pursuant to its original provisions and the amendment will become effective at the commencement of the next Renewal Term (as defined below) following the Proposed Amendment Date. Customer’s continued use of the Services following the effective date of an amendment will confirm Customer’s consent thereto.
1. Service Description. Provider will provide Customer with the Services described in the SOF for the Service Term so long as no Default (as defined below) has occurred. Customer has the sole and exclusive responsibility for the installation, configuration, security (including, without limitation, firewall security policies, even if Customer uses a third party to configure and implement such measures), and integrity of all Customer facilities, systems, equipment, proxy servers, software, networks, network configurations and the like (the “CPE” ) used in conjunction with or related to the Services provided by Provider, unless Customer obtains such CPE from Provider pursuant to a written agreement between Customer and Provider and Provider expressly assumes any of such duties in writing.
2. Service Activation Date. The “Service Activation Date” means the date two (2) business days after Provider deems the applicable Services ready for activation, which customarily will follow Provider’s receipt of confirmation from any applicable underlying carrier(s) that the Services are ready for activation; provided, however, with respect to MPLS Services (as defined below) only (as identified on the SOF), the “Service Activation Date” means the earlier of (i) the date two (2) business days after Provider deems the Services ready for activation, which customarily will follow Provider’s receipt of confirmation from any applicable underlying carrier(s) that the Services are ready for activation; and (ii) the date the Service is successfully activated by the underlying carrier and confirmed tested and accepted by Customer and Provider.
Provider will notify Customer (via phone, email or other means) of the Service Activation Date.
For clarity, the Service Activation Date established by Provider will apply regardless of whether Customer has completed all necessary steps to activate the Services.
3. Service Term. The initial Service Term will be as specified in any applicable SOF (the “Initial Service Term”). The Initial Service Term will automatically extend thereafter upon the same terms and conditions applicable during the Initial Service Term for additional consecutive term(s) of one (1) year unless earlier terminated pursuant to these Terms and pg. 2
Conditions or unless either party provides notice of nonrenewal to the other at least sixty (60) days prior to the expiration of the then existing Service Term.
4. Service Availability. Provider may from time-to-time interrupt or otherwise impact Services for routine maintenance. Provider will make commercially reasonable efforts to provide to Customer reasonable advance notification (via phone, email or other means) of such maintenance. Provider will use commercially reasonable efforts to perform such maintenance in a manner that will not unreasonably interrupt Services. Provider normally will perform maintenance between the hours of 11:30 PM and 6:00 AM Eastern. If Provider determines that emergency maintenance is necessary for any reason, Provider will make commercially reasonable efforts to notify Customer with respect to the anticipated down-time and/or other information pertinent to the affected Services.
5. Support Provider. provides support for the Services only as described at www.usipcom.com/legal/ pursuant to any applicable Service Level Agreement (“SLA”) posted at (“www.usipcom/legal/USIPCOM-SLA. NOTWITHSTANDING ANY TERM OF THESE
TERMS AND CONDITIONS OR ANY APPLICABLE SLA TO THE CONTRARY,
PROVIDER DOES NOT SUPPORT ANY SERVICES BEYOND THE PROVIDER POINT OF DEMARCATION, DEFINED AT WWW.USIPCOM.COM/LEGAL/. (e) theft, or (f) disaster. If USIPCOM CPE requires maintenance not caused by one of the events set out in the sentence above, USIPCOM or its agents shall either arrange to repair the CPE at Customer’s premises or ship an equivalent pre-configured replacement to Customer. If replacement CPE is shipped to Customer, Customer shall return the faulty CPE to USIPCOM within ten (10) days of receiving the replacement CPE or pay for such CPE. Customer will not receive compensation for downtime associated with CPE replacement or repair. In addition, if Customer has rented CPE, Customer shall return (at Customer’s own expense) USIPCOM CPE to USIPCOM within ten (10) days of termination. If this CPE is not returned in good working condition to USIPCOM Customer shall be invoiced and pay for this CPE. Should reject to the terms and conditions set forth in the Manufacturer’s or Publisher’s warranty, End-User license or agreement applicable to such CPE or CPE Provider Service, with no warranty of any kind from USIPCOM. Should customer receive purchased CPE that is damaged or dead on arrival Customer must notify USIPCOM Customer Care within ten (10) days of receipt. Returns will only be accepted on brand new factory-packaged products within thirty (30) days of the date CPE was shipped. All products must be fully complete including all original manufacturer boxes with the UPC code and packing materials, all manuals, blank warranty cards, accessories and any other documentation included with the original shipment. Products returned in used or altered condition will not be accepted. After thirty (30) days from initial product ship date, all sales are final. Customer is responsible for shipping charges to the USIPCOM distribution center for all products being shipped for return or exchange. Customer is responsible for all risk of loss and damage to products being shipped for return or exchange. Should Customer desire to return or exchange purchased CPE, pursuant to the above conditions, then Customer must e-mail Customer Care at [email protected] to request a Return Materials Authorization (RMA). All returns and exchanges will incur a twenty percent (20%) restocking fee, as calculated according to the original purchase price. If the RMA is in response to CPE delivered pg. 3
dead on arrival or damaged, and said CPE is found to be operating within manufacturer specifications upon return, said CPE shall be subject to the restocking fee outlined above.
6. Applicable Only If Customer Purchases CPE from Provider: CPE purchased by Customer from Provider may be covered under a limited warranty provided by any applicable manufacturer or provider, which Provider will extend to Customer without charge to the extent Provider can do so pursuant to our agreements with any applicable manufacturer or provider; however, Provider provides no warranty with respect to any such purchased CPE (and/or CPE provider service). All sales of CPE purchased by Customer from Provider are final; provided, however, if Customer receives purchased CPE that is damaged or nonfunctional upon arrival, (i) within ten (10) days of receipt of such damaged or nonfunctional CPE, Customer must notify Provider via email to Customer Care at [email protected] to request an RMA; (ii) Provider only will accept returns of any such damaged or nonfunctional products within thirty (30) days of the date of the shipment to Customer by Provider; (iii) any such damaged or nonfunctional CPE timely returned to Provider by Customer must be fully complete, including all original manufacturer boxes with the UPC code and packing materials, all manuals, blank warranty cards, accessories and any other documentation included with the original shipment to Customer; (iv) Provider will not accept CPE returned in used or altered condition; (v) Customer is solely responsible for all costs and expenses connected to the shipment to Provider of any such damaged or nonfunctional products shipped to Provider pursuant to this Section 7; (vi) Customer is responsible for all risk of loss and damage to products being shipped to Provider pursuant to this Section 7; and (vii) if Provider determines that the CPE operates within manufacturer specifications upon return pursuant to any applicable RMA, the affected CPE will be returned to Customer at Customer’s sole cost and expense, the sale of such CPE will remain final, and Provider may charge Customer a restocking fee equal to twenty percent (20%) of the original purchase price of such CPE. Notwithstanding any terms or conditions of any SLA to the contrary, except as otherwise expressly provided in this Section 7, Provider does not maintain, support or manage any CPE, which will be the obligation of Customer solely. Customer is solely responsible for unauthorized access to or use of any Services by any third-party through CPE, regardless of whether such unauthorized access is unintentional, accidental, intentional or fraudulent and regardless of whether Customer had knowledge of such unauthorized access.
7. Applicable Only If Customer Obtains Managed Network Services Pursuant to Any Applicable SOF: “Managed Network Services” are Services that may be specified in writing as “Managed Network Services” pursuant to any applicable SOF and is a solution in which the Internet access CPE (whether provided by Customer or Provider) is managed by Provider. If Customer chooses to provide its own Internet access CPE, Customer hereby assigns full operational management responsibility, including, but not limited to, full management of the logical configuration for such CPE, solely to Provider. Except as expressly provided in any applicable SOF, no Managed Network Services apply.
8.Applicable Only If Customer Obtains Professional Services Pursuant to Any Applicable SOF: “Professional Services” are any services that may be specified in writing as “Professional Services” pursuant to any applicable SOF and is a service in which Provider provides certain pg. 4
professional services to Customer as specified in such SOF. Except as expressly provided in any applicable SOF, no Professional Services apply. All Professional Services will be provided by phone, email or other similar means from Provider’s facilities.
9. Charges for Service. The monthly recurring charge(s) (“MRC”) and any non-recurring charge(s) (“NRC”) for Service are stated in said Service Order Form. Service charges are exclusive of applicable taxes and surcharges, including the Federal Universal Service Fund surcharge that USIPCOM passes on to its customers. At its sole discretion, USIPCOM may require a security deposit to continue provisioning of Service. After the initial term, USIPCOM may increase pricing upon at least thirty (30) days written notice. At any time, USIPCOM may pass on to Customer any circuit price increases from underlying carriers with at least thirty (30) days written notice. All rates and charges are subject to change immediately in the event there are mandated surcharges or taxes imposed by federal, state or governmental agencies.
Notwithstanding the foregoing, in the event of any Regulatory Activity, or governmental taxation changes, USIPCOM reserves the right, at any time with as much advance notice as reasonably possible and without liability, to: (i) pass through to Customer all, or a portion of, any changes or surcharges directly or indirectly related to such governmental or Regulatory Activity; (ii) modify the Service, rates (including any rate guarantees), promotions, terms and/or conditions of this Agreement in order to conform to such action; or (iii) if such Regulatory Activity materially and adversely impairs the provision of Service under the Agreement, as reasonably determined by USIPCOM, terminate the Agreement.
10. Billing and Payment. USIPCOM shall bill Customer for Service rendered at the rates stated in said Service Order Form. Invoices shall include all applicable federal, state, and local taxes. all such taxes, and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees, miscellaneous fees, and surcharges, whether charged to or against USIPCOM, Inc., which shall be payable by the Customer. However, if Customer provides proof of its specific tax-exempt status, Provider shall not charge applicable taxes due to such exemption. Customer shall supply Provider a valid and properly executed tax exemption certificate(s). In such cases the Customer remains responsible for, and agrees to pay, any and all remaining non-exempt charges; tax exemption status validation is solely the responsibility of the Customer and Provider will not be obligated to consider any retroactive tax exemption.
USIPCOM shall commence billing for the monthly recurring charges and usage (the Service) on the Service Commencement Date. First and second month charges for the recurring Service(s) are billed upon Service Commencement. Where applicable, service charges for the first partial month of service will be pro-rated and billed. Call usage charges are billed after the actual calls and usage has occurred. Payments are due within fifteen (15) days of the invoice date. After fifteen (15) days of non-payment, all fees will accrue interest at a rate of one and one-half percent (1.5%) per month or any part thereof, or the highest rate allowed by applicable law, and customer shall pay all collection costs incurred by USIPCOM (including, without limitation, reasonable attorney’s fees). Some Customers installed prior to two-thousand-and-eight (2008) may be subject to payment terms whereby payments are due within thirty (30) days from the invoice date; USIPCOM reserves the right to amend said Customers to a fifteen (15) day payment term should they fail to make satisfactory payments pursuant to their current account pg. 5
payment term. At any point beyond provided invoice due date, where Customer has failed to make satisfactory payment as so judged by USIPCOM, then USIPCOM may give Customer written notification, by email, that Customer has committed a material breach of the Agreement due to non-payment. Said notification will be provided five (5) business days prior to Service suspension or termination. Customer must pay all outstanding charges, within said notice period, to avoid suspension or termination of Service. If Service is terminated due to non-payment, then the Termination fees described in the Material Breach Section shall apply. In its sole discretion, USIPCOM may: (i) require a security deposit to continue the provisioning of Service(s) if Customer’s approved level of credit is deemed insufficient; (ii) change payment terms, billing cycle, and/or Due Date; (iii) demand immediate payment by wire or other means and discontinue Service(s) without notice should Provider determine Customer’s usage exceeds their approved level of credit; (iv) immediately block Customer’s Service(s) if a Customer’s pre-paid balance is depleted or is at a level that cannot cover Customer’s estimated traffic during the time required for the Customer to replenish their prepaid balance, or if Customer refuses to make any requested payments. USIPCOM retains the right to bill, including any amended or corrected billing, for the Service(s) for a period of up to twelve (12) months, commencing from the date the billed Service(s) were provided to Customer. USIPCOM shall retain such billing rights for this twelve (12) month period notwithstanding any prior billing to Customer for the same period(s) and regardless of any otherwise conflicting billing conditions in this Agreement. Customer agrees that for the duration of this twelve (12) month period, USIPCOM shall not be deemed to have waived any rights with regard to billing for the provided Service(s) that are subject to this period, nor shall any legal or equitable doctrines apply, including estoppel or laches.
11. Billing Disputes. In the event Customer disputes any invoiced charges, Customer shall pay in full all charges invoiced by the Due Date and submit written notification in the form of an email sent to [email protected], with “Notice of Billing Dispute” in the subject line of the email. Such email notification must include the Customer’s contact information, the specific dollar amount in dispute, detailed supporting reasons for the dispute, and any supporting documentation if available. USIPCOM shall respond to Customer, in writing, within thirty (30) calendar days of receiving a dispute notification from Customer. Any dispute resolved in favor of Customer shall be credited as appropriate on the next available invoice. In the event that any disputed amounts are deemed to be correct as billed and in compliance with this Agreement, Customer shall be notified in writing that the charges have been deemed valid and legitimate, and the dispute will be considered resolved by both parties; in such cases, if there should be any amount due from Customer related to the dispute, then all such amounts shall be due and payable immediately. Provider reserves the right to deny or delay any and all billing disputes and/or credits if the Customer’s account is in arrears or otherwise not in good standing.
12. Resumption of Service. If Customer requests that Service be restored after a suspension or termination, USIPCOM has the sole and absolute discretion to restore such Service and may condition restoration upon satisfaction of such conditions as USIPCOM determines necessary for its protection, including requiring Customer to execute a new agreement, pay all past due invoices in full, pass USIPCOM’s credit approval, and/or make advance payments. New nonrecurring charges also may apply to restore Service. pg. 6
13. Additional NRC (if applicable). In addition to the standard NRC listed above, the following NRC, if applicable, will apply
(i) Changes of IP Addresses: $100.00;
(ii) Service Reinstatement /Resumption Fee: $200.00 (plus any charges imposed by underlying carrier(s) and/or pursuant to Section 12 above);
(iii) Missed Appointment Fee: $200.00;
(iv) Rejected Credit Card/Unpaid Check: $40.00 (or legal limit, if lower); (v) Relocation Fee: varies upon address;
(vi) Upgrade Charge: varies upon specific upgrade requested; (vii) Downgrade Charge: varies upon specific downgrade requested.
Inside Wiring.
The availability of inside wiring installation is dependent upon a number of factors, including, without limitation, any applicable service address and/or LEC availability. Any inside wiring provided by Provider’s underlying carrier(s) may incur additional fees to the charges listed in the SOF. Any request for inside wiring or wiring extension for any applicable Services will be provided on a best-effort basis only. In many cases, Customer's LEC will not extend wiring beyond the Minimum Point of Entry (“MPOE”) as determined by the LEC. In all such cases, Customer will provide any needed internal wiring or extensions (and required conduit, facilities, power, etc.) to the circuit required to provision service unless Provider has agreed in writing to provide this service to Customer.
Special Construction Charge.
When a Customer’s location has insufficient facilities needed to support any applicable Service, the underlying carrier(s) may add facilities that may impose an additional “special construction charge" or other similar charge. If this occurs, Provider will notify Customer (via phone, email or other means) of the cost of these additional special construction charges, if available and if any, as well as the estimated time to complete the construction. Customer must agree in writing to pay these additional special construction costs within three (3) business days. If Customer fails to do so, Provider will cancel the SOF for lack of facilities and the SOF will terminate without liability to either Customer or Provider. Miscellaneous Charges. Miscellaneous charges and/or fees imposed by any third party carrier or any underlying provider from time to time, whether charged to or against Provider, will be payable by Customer, including, without limitation, any cost recovery fee which shall represent an accurate and non-inflated recovery of the miscellaneous charges and/or fees to or against Provider associated with the provision of Service(s) by Provider to Customer. Usage charges (Applicable to burstable dedicated Internet Access Service Only): Additional usage charges stated in any applicable SOF will be calculated based on Customer’s monthly usage, which Provider will calculate as follows: Provider will take usage samples approximately every five (5) minutes throughout the applicable month and will retain the higher of two (2) samples taken during each five (5) minute period– one (1) sample that will reflect inbound usage/utilization and one (1) sample that will reflect outbound usage/ utilization. At the end of the applicable billing period, the samples will be arranged from highest to lowest. Provider will discard the top five percent (5%) of the samples for the purposes of pg. 7
calculating Customer’s monthly usage. Provider will utilize the highest remaining sample (i.e., the ninety‐fifth percentile (95%) peak Mbps port utilization) (the “Mbps Port Utilization”) to calculate Customer’s monthly usage. Provider will measure the Mbps Port Utilization to the 100th decimal place, but the invoice will reflect the Mbps Port Utilization only to the 10th decimal place. Provider will multiply the Mbps Port Utilization by the per-‐Meg rate listed on any applicable SOF to calculate any applicable additional usage charges. Provider will charge Customer such additional usage charges as well as any applicable base rate provided in any applicable SOF.
14.IP Addresses. USIPCOM assigns IP addresses to its customers for use with certain IP/databased Service. USIPCOM shall retain any assigned public IP addresses when a customer’s service is terminated. USIPCOM and Customer agree that assigned addresses are “non-portable” and other providers are not allowed to route these addresses. Customer, who has its own IP addresses, which are allocated directly from American Registry for Internet Numbers (ARIN), will be ported/routed by USIPCOM where reasonably possible. USIPCOM cannot guarantee the portability/routability of these addresses beyond its own backbone and to the Internet in general.
USIPCOM reserves the right to modify its IP Address Allocation Policy without notice.
15. Material Breach. USIPCOM or Customer may terminate this Agreement and the Service(s) provided hereunder in the event of a material breach that is not cured within thirty (30) days following the delivery of written notice specifying said breach, except in the case of serious material breaches, so judged by USIPCOM. Such notice from Customer must be in the form of an email sent to [email protected] with “Notice of Material Breach” in the subject line of the email and Customer’s contact information and detailed explanation, including supporting documentation if available, in the body of the email. Such notice from USIPCOM shall be in the form of an email to the Customer. In the event of an uncured material breach by USIPCOM, the Agreement and Service(s) shall be terminated without further liability to the Customer, however, in such cases Customer shall remain responsible for: (a) charges for Service(s) actually and properly received prior to the date of Breach notification, (b) one hundred percent (100%) of the past due balance at the time of termination, and (c) any non-recurring charges originally waived by USIPCOM. In the event of an uncured material breach by Customer, such as early termination of this Agreement, the following termination fees shall apply: (a) charges for Service(s) actually and properly received prior to the date of Breach notification, (b) the total of monthly minimum commitments for all components of the Service(s) for the remainder of the Service Order Term(s) and any additional early Termination fees included in any and all relevant Service Order Form(s), (c) one hundred percent (100%) of the past due balance at the time of termination, and (d) any nonrecurring charges originally waived by USIPCOM.
16. Termination. Upon termination of the Service Agreement and/or the Service(s) not due to a material breach, USIPCOM will disconnect, or will cause to be disconnected, the Service(s) if notified by the Customer in writing via email to [email protected] with no less than forty calendar (40) days notice prior to termination of the Agreement and/or Service(s). In all such cases, Customer retains the sole responsibility for notifying USIPCOM of any and all requests for termination or disconnection of Service(s), including but not limited to the porting pg. 8
out of billable telephone numbers (also referred to as “DIDs”), whether port outs are known or unknown by Customer; and, Customer remains responsible for all billable charges related to terminated Service(s) until USIPCOM is notified in writing as specified. Any request by Customer for cancellation or termination at any time within the Service Agreement Term and/or Service Term set forth in this Agreement, including: prior to installation, or at any time prior to the Service Commencement or Activation Date, or in the case of early termination by Customer, will be considered a Material Breach by the Customer and shall be subject to the applicable Material Breach provisions as outlined in the Material Breach section of this agreement.
17. Termination by Provider. In addition to any other right that Provider may have to terminate or suspend these Terms and Conditions and/or any applicable SOF, if Provider determines, in its sole discretion, that Customer’s ongoing use of any or all Services, and/or the specific method or technology utilized by Customer places the network operated by Provider, other customers, partners or the overall business(es) of each in jeopardy, Provider reserves the right to terminate these Terms and Conditions and/or any applicable SOF and Customer’s access to any or all applicable Services immediately and without notification.
18. Cooperation with Investigations. USIPCOM will cooperate with appropriate law enforcement agencies and other parties involved in investigating claims of illegal or inappropriate activity on the USIPCOM Network. USIPCOM reserves the right to disclose customer information to the extent authorized or required by federal or state law. In those instances, involving child pornography, USIPCOM complies with all applicable federal and state laws including providing notice to the National Center for the Missing and Exploited Children or other designated agencies.
19. Acceptable Use Policy. All use of Service must comply with USIPCOM’s Acceptable Use Policy (“AUP”), which is posted at www.usipcom.com and is incorporated herein by reference.
By accepting USIPCOM Service, Customer agrees to comply with this AUP and any subsequent modifications thereto. USIPCOM reserves the right to modify this AUP from time to time, effective upon posting the AUP as modified at the URL shown above. Violation of the AUP shall be considered a material breach of this Agreement pursuant to Section 14.
20. Dispute Resolution Process and Applicable Law.
(a) It is the mutual desire of the parties to promptly and fully resolve any dispute arising in connection with these Terms and Conditions and/or any applicable SOF in good faith, confidentially, and informally with minimal transaction costs; no public statement may be made by any party regarding any such dispute. If either party determines that the dispute cannot be resolved informally, then such party will initiate an escalation process by giving written notice (“Escalation Notice”) to the other party. Each party will name one executive as its representative, to be a person knowledgeable of the subject matter in dispute and someone with authority to discuss the dispute (“Officers”). The Officers will meet in person or by conference call, together with any persons assisting them, within fifteen (15) days after delivery of the Escalation Notice. All negotiations conducted by the Officers are confidential and will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and any state rules of evidence. The Officers will conduct such additional meetings as they deem pg. 9
necessary to exchange relevant information, will appoint staff to engage in resolution of any disputed facts, and will attempt to resolve the dispute. Should the Officers be unable to resolve the dispute within such fifteen (15) days, or within such additional time as the parties may otherwise agree to in writing, either party may demand mediation, whereupon the parties will, in good faith, mediate the dispute no later than thirty (30) days after such demand through the services of a mutually selected mediator, the cost of whom will be borne equally by the parties, at a date and location selected by the mediator after consultation with the parties. IF THE
DISPUTE IS NOT RESOLVED AFTER APPLYING THE ESCALATION PROCEDURES
SET FORTH ABOVE, THE PARTIES AGREE TO WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING ARISING UNDER OR RELATED TO THE
SUBJECT MATTER OF THIS AGREEMENT, AND AGREE TO SUBMIT ALL
CONTROVERSIES, CLAIMS AND MATTERS OF DIFFERENCE TO ARBITRATION
ACCORDING TO THE COMMERCIAL RULES AND PRACTICES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). Arbitration here under will occur within sixty (60) days of the date of submission before a single neutral arbitrator having significant experience in the subject matter of this Agreement and who will selected in accordance with AAA rules.
Arbitration proceedings will take place in Wake County, North Carolina. Discovery will be permitted, including the use of interrogatories, requests for admission and production of documents and depositions. If the amount claimed to be in dispute is less than $500,000, all applicable expedited procedures of the AAA will apply. The arbitrator’s fees and costs of the arbitration will be borne by the party against whom the award is rendered, except that if the arbitrator issues a split decision, granting partial relief to both parties, the arbitrator will equitably allocate the arbitrator’s fees and other costs. Each party will pay its attorney’s fees related to any dispute related to this Agreement. The arbitration award will be final and binding on both parties of this Agreement, will not be subject to any appeal and will be enforceable in any court of competent jurisdiction. (b) ANY DISPUTE RESOLUTION PROCEEDINGS,
WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON
AN INDIVIDUAL BASIS AND NOT IN A CLASS ACTION OR REPRESENTATIVE
ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. CUSTOMER WILL NOT BE A CLASS REPRESENTATIVE, CLASS
MEMBER OR OTHERWISE PARTICIPATE IN A CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. (c) This Agreement will be governed by, construed under and enforced in accordance with the laws of the State of North Carolina without reference to its choice of law principles or the United Nations Convention on the International Sale of Goods. In the event any party brings a civil action or initiates judicial proceedings of any kind related to this Agreement (except for actions to enter or collect on judgments), the parties consent to the exclusive personal jurisdiction and venue of the federal and state courts located in Wake County, North Carolina and the prevailing party will be entitled to recover its costs, including reasonable attorney’s fees.
21. Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 19, IN NO EVENT WILL
USIPCOM OR CUSTOMER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST pg. 10
PROFITS) ARISING OUT OF OR IN RELATION TO THE SERVICE(S), CPE, AND/OR
ANY PRODUCTS OR SERVICE PROVIDED BY THIRD PARTIES UNDER THIS AGREEMENT. USIPCOM’S MAXIMUM LIABILITY UNDER THIS AGREEMENT IS
LIMITED TO SERVICE CREDITS NOT TO EXCEED THE FEES PAID TO USIPCOM BY CUSTOMER FOR THE SERVICE PROVIDED.
22. Indemnity. Customer shall indemnify and hold harmless USIPCOM, its Officers, Employees, Agents, and Affiliates from and against any and all alleged or actual losses, costs, claims, liability of any kind, damages (including to any tangible property or bodily injury to or death of any person), or expense of whatever nature, (including reasonable attorneys' fees) to or by any third party, relating to or arising from (a) the use of the Service provided to Customer, whether or not Customer has knowledge of or has authorized access for such use, (b) any damage to or destruction of CPE not caused by USIPCOM or its agents, and (c) any material breach of this Agreement by Customer. Customer has the sole and exclusive responsibility for the installation, configuration, security, and integrity of all Customer systems, equipment, software, and networks (the “Customer Equipment”) used in conjunction with or related to the Service(s) provided by USIPCOM. Customer therefore shall indemnify and hold harmless USIPCOM from and against any actual or alleged losses, costs, claims, liability of any kind, damages, or expenses or fees (including reasonable attorneys' fees) on the part of or which may be incurred by Customer or a third-party relating to or arising from the use or operation of the Customer Equipment. Customer’s indemnification in this subsection includes any alleged or actual losses or claims in connection with unauthorized access to or use of the Service(s) by any third-party through Customer Equipment, regardless of whether such unauthorized access is unintentional, accidental, intentional or by fraud and regardless of whether Customer had knowledge of such unauthorized access. In all such cases of unauthorized access Customer agrees that it retain full and sole responsibility for any and all charges for the Service(s) provided by USIPCOM. In the event USIPCOM grants Customer access, either by online access, by application programming interface (API), or access by any other means, to a service ordering/management system and other related electronic tools (collectively, the “Electronic Tools”), Customer agrees that it is fully and exclusively responsible for all information accuracy, charges, costs, transactions, and activities conducted through such Electronic Tools. Customer agrees that it is fully and exclusively responsible to safeguard, monitor, manage, and maintain access to the Electronic Tools, and to only allow authorized use of the Electronic Tools to persons that Customer designates. Customer therefore agrees that it shall indemnify and hold harmless USIPCOM from and against any actual or alleged losses, costs, claims, liability of any kind, damages, or expenses or fees (including reasonable attorneys' fees) on the part of or which may be incurred by Customer, or a third-party, relating to or arising from the use or operation of the Electronic Tools. Customer’s indemnification in this subsection includes any alleged or actual losses or claims in connection with unauthorized access to, use, transactions, or activity conducted through the Electronic Tools, regardless of whether such unauthorized access is unintentional, accidental, intentional, or by fraud, and regardless of whether Customer had knowledge of such unauthorized access. In all such cases of unauthorized access Customer pg. 11
agrees that it retains full and sole responsibility for any and all charges for the Service(s) provided by USIPCOM.
23. No Warranties and Customer Assumption of Risk. EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN AN APPLICABLE SLA, ANY APPLICABLE SERVICE AND ANY CPE, EQUIPMENT, AND/OR RELATED SERVICES EACH IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO
APPLICABLE LAW, EACH OF PROVIDER, ITS AFFILIATES, SUPPLIERS AND, IF
APPLICABLE, RESELLERS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING,
PROVIDER, ITS AFFILIATES, SUPPLIERS AND, IF APPLICABLE, RESELLERS DO
NOT WARRANT THAT ANY FUNCTIONS OF ANY SERVICES, ANY CPE,
EQUIPMENT, AND/OR RELATED SERVICES WILL BE UNINTERRUPTED OR
ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SERVICES (OR ANY SERVER THAT MAKES ANY SERVICES AVAILABLE) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROVIDER DOES NOT
WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR
RESULTS OF ANY SERVICES OR ANY ELECTRONIC TOOL IN TERMS OF ITS
CORRECTNESS, ACCURACY, RELIABILITY, UNAUTHORIZED ACCESS BY THIRD PARTIES OR OTHERWISE. CUSTOMER (AND NOT PROVIDER) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
CUSTOMER ACKNOWLEDGES THAT ANY DATA OR INFORMATION
DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF ANY SERVICES AND/OR ELECTRONIC TOOL IS AT CUSTOMER’S SOLE RISK
AND DISCRETION AND PROVIDER WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER OR CUSTOMER’S PROPERTY. CUSTOMER
HEREBY EXPRESSLY ASSUMES THE RISK OF ITS USE OF ANY INFORMATION TRANSMITTED VIA ANY SERVICES AND/OR ANY ELECTRONIC TOOL. NO
ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
CUSTOMER FROM PROVIDER, ITS EMPLOYEES OR THROUGH OR FROM ANY
SERVICE AND/OR ELECTRONIC TOOL WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. APPLICABLE LAW MAY NOT
ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSION MAY NOT APPLY. PROVIDER WILL HAVE NO OBLIGATION TO
DEFEND OR INDEMNIFY CUSTOMER FROM OR AGAINST ANY THIRD PARTY CLAIMS ALLEGING THAT CUSTOMER’S USE OF ANY SERVICES OR ANY
ELECTRONIC TOOL OR THE EXERCISE OF ANY RIGHTS GRANTED HEREIN INFRINGES ON ANY INTELLECTUAL PROPERTY OF ANY THIRD PARTY. IF A CLAIM IS MADE, OR IN PROVIDER’S REASONABLE OPINION IS LIKELY TO BE
MADE, AGAINST PROVIDER, CUSTOMER OR ANY THIRD PARTY ALLEGING pg. 12
THAT ANY APPLICABLE SERVICES OR ELECTRONIC TOOL OR ANY USE
THEREOF INFRINGES ANY INTELLECTUAL PROPERTY OF ANY THIRD PARTY, PROVIDER MAY, IN PROVIDER’S SOLE DISCRETION, TERMINATE THESE
TERMS AND CONDITIONS AND/OR ANY APPLICABLE SOF AND ALL RIGHTS
AND OBLIGATIONS PURSUANT TO THESE TERMS AND CONDITIONS AND/OR ANY APPLICABLE SOF.
24. Third Party Beneficiaries. The Parties do not intend by the execution, delivery, or performance of this Agreement to confer any benefit, direct or incidental, upon any person or entity not a party to this Agreement.
25. Miscellaneous. Customer acknowledges and understands that Customer is to receive the Service detailed in this Agreement and the Customer is not relying on any affirmation of fact, promise or description from any person or entity, nor any other oral or written representation other than what is contained in this Agreement. Handwritten alterations or additions to this agreement made by Customer will not be considered part of this Agreement. This Agreement may only be modified, or any rights under it waived, by a separate written document executed by both parties. This Agreement shall be governed by, construed under, and enforced in accordance with, the laws of the State of North Carolina without reference to its choice of law principles. For any action or suit to enforce any right or remedy of this Agreement, (except for actions to enter or collect on judgments) the parties’ consent to exclusive jurisdiction and venue in the courts for Wake County, North Carolina and the prevailing party shall be entitled to recover its costs, including reasonable attorney’s fees. In the event of a conflict between this Agreement and any applicable tariff, the tariff shall prevail. Customer may not assign this Agreement without USIPCOM’s prior written consent. This Agreement shall be binding on the parties hereto and their respective personal and legal representatives, successors, and permitted assigns. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. By signing the unique, or any, Service Order Form, or any Attachments, Addendums, or any other documents incorporated herein by reference. Customer signatory certifies that (s)he is an officer or certified representative of the Customer, and as such is authorized to enter into this binding Agreement. In the event any specified time frame or deadline denotes calendar days, it is agreed that when the last date of required action or response falls on a weekend or holiday, the action and/or deadline shall automatically extend to the next business day. Agreement headings are provided for reference purposes only.
THIS AGREEMENT, TOGETHER WITH ANY ATTACHMENTS, INCLUDING ANY
SCHEDULES, ADDENDUMS, PRICE LISTS, SERVICE ORDERS, TERMS AND
CONDITIONS, SERVICE LEVEL AGREEMENTS, AND ACCEPTABLE USE POLICIES, WHICH MAY BE POSTED AT:
WWW.USIPCOM.COM/CONTENT/LEGAL, AND WHICH ARE INCORPORATED
HEREIN BY REFERENCE, CONSTITUTE THE ENTIRE UNDERSTANDING
BETWEEN THE CUSTOMER AND USIPCOM, INC, WITH RESPECT TO THE SERVICE(S) PROVIDED HEREIN. CUSTOMER ACKNOWLEDGES AND
UNDERSTANDS THAT CUSTOMER IS NOT RELYING ON ANY AFFIRMATION OF pg. 13
FACT, PROMISE OR DESCRIPTION FROM ANY PERSON OR ENTITY, NOR ANY
OTHER ORAL OR WRITTEN REPRESENTATION OTHER THAN WHAT IS CONTAINED IN THIS AGREEMENT AND ANY INCORPORATED DOCUMENTS.
26. Definitions. For the purposes of these Terms and Conditions and/or any applicable SOF, the following terms will have the following meanings: “Default” occurs: (i) if Customer fails to make any payment for Services more than two (2) business days immediately after the applicable Due Date, or any other payment contemplated by these Terms and Conditions and/or any applicable SOF on or before the date two (2) business days immediately after any applicable required date; (ii) if Customer violates the AUP; (iii) if Customer fails to perform or observe any term or obligation of these Terms and Conditions and/or any applicable SOF, including, without limitation, any document incorporated by reference into these Terms and Conditions, not otherwise specified in clauses (i) or (ii) above and applicable to the Services, which failure remains uncured thirty (30) calendar days after Customer’s receipt of written notification from Provider informing Customer of such failure; (iv) upon the institution of bankruptcy, receivership, insolvency, reorganization or other similar proceedings, by or against Customer, unless such proceedings have been dismissed or discharged not later than the date thirty (30) calendar days immediately after the commencement of such proceeding; (v) upon the making of an assignment for the benefit of creditors, adjudication of insolvency, or institution of any reorganization arrangement or other readjustment of debt plan, of or by Customer; and/or (vi) upon the appointment of a receiver for all or substantially all of Customer’s assets. “LEC” means local exchange carrier. “MPLS Services” means those multiprotocol layer switching services described in the SOF by and between Provider and Customer. “MRC” means monthly recurring charge. “NRC” means non-recurring charge. “Regulatory Activity” means any laws, regulations or other similar mandates (including, without limitation, any fees, surcharges or other like charges imposed or mandated) by any federal, state or other governmental agency at any time. “RMA” means a Return Materials Authorization. “Service Term” will mean the period commencing on the Service Activation Date during which any applicable SOF remains in effect with respect to any Services. For clarity, the “Service Term” will expire and/or terminate immediately upon the date when all SOFs entered into with respect to any Services from time to time will have expired and/or terminated by their terms. “Services” means those services described in the SOF by and between Provider and Customer, which services may include Burstable Dedicated Internet Access Services, dedicated Internet access services, Managed Network Services, MPLS Services, Professional Services, and/or private line services.