Terms and Conditions
These “Terms and Conditions of Service” are incorporated into, and constitute an essential part of, the Master Services Agreement (the “Agreement”) between Customer and Complete Interactive Technologies (CIT), Inc. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Agreement.
Regulation. The rates set forth in the Agreement are subject to the imposition of new regulations, modifications of existing regulations, new interpretation, application or enforcement of, or exercise of authority related to, any regulation or finding of any federal, state and/or local regulatory agency, legislative body, or court of competent jurisdiction, including, without limitation, the imposition of any charges, surcharges, and/or taxes in reliance on or as a result of the same (“Regulatory Change”). CIT reserves the right, at any time to (i) to pass through to customer all charges, surcharges or taxes directly or indirectly related to such Regulatory Change, and/or (ii) modify the rates and/or terms and conditions of the Agreement to reflect the impact of such Regulatory Change, including, without limitation, the impact of any actions by third parties in connection with such Regulatory Change. To the extent Customer is purchasing telecommunications service hereunder, Customer acknowledges that CIT has no ability to determine whether the communications traffic carried via the Service is jurisdictionally interstate or intrastate. Unless otherwise stated in the applicable CSO, it is assumed by CIT that any Customer communications traffic to be carried via any CIT network shall be jurisdictionally interstate, pursuant to the Federal Communications Commission’s mixed-use “10% Rule” (47 CFR 36.154, 4 FCC Rcd. 1352).
Acceptance. Upon installation of Service, CIT may deliver to Customer a written notice of such installation (“Connection Notice”), which may be e-mailed to Customer. If Customer fails to deliver written notice of acceptance within two (2) business days of CIT’s delivery of the Connection Notice, Customer shall be deemed to have accepted the applicable Service. The acceptance date for a given Service shall be the earlier of 1) the date on which Customer delivers written notice of acceptance, 2) the date on which Customer begins to use the Service, other than for testing, or 3) the second (2nd) business day following CIT’s delivery of the Connection Notice (“Acceptance Date”). The date upon which Subscription Fees for Monthly Recurring Services shall begin to accrue for any Service (the “Service Commencement Date”) shall be the Acceptance Date for such Service. Any failure on Customer’s part to be ready to receive the Service, or any refusal on the part of Customer to receive the Service (unless such refusal is based on the failure of the Service to comply with applicable technical specifications), shall not relieve Customer of its obligation to pay charges (including, without limitation, any Subscription Fees and any NRCs) for any Service that CIT makes available to Customer pursuant to a CSO. CIT shall not be deemed to be in breach of this Agreement for its failure to meet any anticipated Service Commencement Date if such failure is caused, in whole or in part, by any Third Party Provider, a force majeure event or acts or omissions of Customer.
Billing Disputes. Only disputes made in good faith, in a timely manner and properly documented as required herein, as determined by CIT in its sole discretion, will be considered by CIT. To meet these requirements, Customer must provide CIT with written notice of any disputed charge(s) within thirty (30) days of the original Due Date for such charges. Along with such notice, Customer shall set forth in detail all grounds for disputing each charge and provide all documents supporting each dispute. Customer shall not have the right to withhold any amount not properly disputed. CIT and Customer shall attempt in good faith promptly to resolve any dispute within thirty (30) days of CIT’s receipt of notice of that dispute. If a dispute is not resolved, CIT shall have the right to determine in good faith the merit of each dispute and Customer’s associated payment obligation. If CIT determines that any amount withheld in dispute is owed, Customer shall pay that amount within ten (10) days of its receipt of written notice from CIT of such determination, plus interest at the lower of 2.0% per month or the maximum rate permissible under applicable state law, calculated from the Due Date until the date payment is received by CIT Failure to pay such amount in full within such ten (10) day period shall be a breach hereof and shall entitle CIT, in addition to its other remedies at law or equity, to terminate all Services to Customer without notice and without liability of any kind or amount. If CIT determines that any amount withheld in dispute is not owed, CIT shall issue a credit for that amount on the first invoice issued by CIT for a full billing cycle after CIT’s determination is made. Customer’s exclusive remedy for issues relating, whether directly or indirectly, to any disputes shall be in the forum and pursuant to the laws as set forth in the Agreement.
Reinstatement. Service will only be reinstated once all outstanding bills have been paid in full and any other cause for suspension or disconnection has been remedied in full. A reinstatement fee of $250 will be charged to reestablish Service that has been suspended or disconnected. Notwithstanding the foregoing, Customer understands and agrees with respect to Service that has been suspended or disconnected that: (a) Customer is responsible for payment of all applicable Early Termination Charges for such Service; (b) CIT may, in its sole discretion, impose new deposit requirements, connection fees and minimum term commitments and require that Customer execute a new CSO as a prerequisite before Service will be reinstated; and (c) if Service has been suspended or disconnected for 48 hours and the cause for such suspension or disconnection remains uncured for such period, CIT may, in its sole and absolute discretion, refuse to reinstate Service (and such refusal shall not alleviate customer from any and all applicable Early Termination Charges or other liabilities provided for in the Agreement).
Service Interruption. Outage Credits – General. In the event Customer experiences any interruption in its Service that it believes to be material, Customer shall immediately notify CIT at email@example.com and request that CIT open a trouble ticket to investigate. Before notifying CIT, Customer shall ascertain that the interruption is not within Customer’s control (e.g. Customer equipment, power, wiring, networking, etc.) and Customer shall be liable to reimburse CIT for all costs incurred by CIT in connection with an interruption that was within Customer’s control. Customer shall retain each trouble ticket number opened on its behalf. CIT’s mean time to repair (“MTTR”) goal is two (2) hours. Notwithstanding the reporting of an interruption in its Service, Customer shall only be entitled to a credit where CIT determines that each of the following conditions exist: (i) the interruption (“Outage”) exists for a period of time of not less than two (2) continuous hours and renders the Service “unavailable” (as defined in the Specification) during that entire time period (and which is not a scheduled outage); (ii) a trouble ticket is opened by the Customer with CIT at the commencement of the Outage; and (iii) a request for credit is made in writing to CIT within thirty (30) days of the date the trouble ticket was opened. Customer acknowledges that it is reasonable to base Customer’s entitlement to credits on each of the conditions identified above and it is reasonable to limit Customer’s recovery to the outage credit described below (“Outage Credit”). Customer waives all rights to damages or to other relief in the event of an Outage. The length of each Outage shall be calculated in hours and shall include fractional portions thereof. An Outage shall be deemed to have commenced upon verifiable notification thereof by Customer to CIT. Each Outage shall be deemed to terminate upon restoration of the affected Service as evidenced by appropriate network tests by CIT All Outage Credits shall be credited on the next monthly invoice for the affected Service and the total of all Outage Credits applicable to or accruing in a given month shall not exceed the amount payable by Customer to CIT for that same month for such Service. Except as provided in Section 8 below, the Outage Credits described in this Section of the Agreement shall be the sole and exclusive remedy of Customer in the event of any Outage.
Outage Credits for Private Line and Local Access – Notwithstanding the foregoing, the Outage Credit formula that shall apply to Private Line Service and Local Access Service shall be as follows:
Outage Credit =
Private Line and Local Access Outage Credits shall apply to the charges for the total mileage between end terminals of any Service affected by an Outage: provided, however, that if any portion of the affected Service remains beneficially used or useable by Customer between any intermediate terminals (where Customer has installed drop and insert capability) or end terminals, the Outage Credit shall not apply to that pro-rata portion of the mileage. The length of each Outage shall be calculated in hours and shall include fractional portions thereof.
Outage Credits for Port Issues – Notwithstanding the foregoing, Outage Credits due to a malfunction and credits due to performance issues related to any Service that involves a CIT network Port are set forth in CIT’s SLA. For a complete description of the SLA, the terms and conditions of which are incorporated by this reference as if copied herein, please refer to our website at http://entirelybiz.wpengine.com/policies.
Credit. Customer’s execution of the Agreement signifies Customer’s acceptance of CIT’s initial and continuing credit approval procedures and policies as a condition of CIT providing Services. CIT reserves the right to withhold initiation of full implementation of Services under the Agreement pending initial satisfactory credit review and approval thereof which may be conditioned upon terms specified by CIT including, but not limited to, security for payments due hereunder in the form of a cash deposit via wire transfer, guarantee, irrevocable letter of credit from a financial institution, or other forms of security acceptable to CIT, in its sole discretion. In instances where Customer is required to provide CIT with security in the form of a cash deposit, the cash deposit shall bear interest at the rate for telephone security deposits set by the Public Utility/Service Commission in the state where Customer is headquartered. In certain situations, CIT shall require Customer to pre-pay for all Services provided by CIT in cash, via wire transfer. Initial prepayment amount for service is one and one-half (1.5) months’ estimated usage. Regardless of the initial prepayment amount, it shall be the responsibility of Customer to always maintain sufficient prepayment credit balance to cover weekends and holidays. If Customer expects usage of Service to increase, it must make appropriate adjustments to amount of prepayment. CIT retains the right to suspend service without notice or liability to Customer if at any time Customer does not have sufficient prepayment credit balance to cover estimated usage at any time. Upon request by CIT at any time, Customer agrees to provide financial statements or other indications of financial circumstances. As may be determined by CIT, in its sole discretion at any time, if the financial circumstances or payment history of Customer is, or becomes unacceptable, CIT may require a new or increased deposit, pre-payment, guarantee or irrevocable letter of credit at CIT’s discretion, to secure Customer’s payments for the remainder of the Term and such deposit, pre-payment, guarantee or irrevocable letter of credit shall be provided within five (5) days of written request. Failure of Customer to provide the requested security pursuant to the Agreement shall constitute a breach of the Agreement and CIT may suspend or terminate Services until such time as the required security is received.
Non-Disclosure and Publicity. Neither Party shall disclose to any third party the terms and conditions of the Agreement without the prior written consent of the other Party.
Limitation of Liability. IN NO EVENT SHALL CIT OR ANY AFFILIATED PERSON OR ENTITY BE LIABLE TO CUSTOMER OR ANY AFFILIATED PERSON OR ENTITY FOR ANY LOSS OF PROFIT OR REVENUE OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, RELIANCE, COST OF COVER, SPECIAL, PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY, PERFORMANCE, NON-PERFORMANCE, TERMINATION, BREACH, OR OTHER ACITON OR INACITON UNDER THE AGREEMENT, EVEN IF CUSTOMER OR ANY AFFILIATED PERSON OR ENTITY ADVISES CIT OR ANY AFFILIATED PERSON OR ENTITY OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. CIT SHALL NOT BE RESPONSIBLE FOR DAMAGE TO PROPERTY OR FOR INJURY TO ANY PERSON ARISING FROM THE INSTALLATION, MAINTENANCE OR REMOVAL OF EQUIPMENT OR THE PROVISION OF SERVICES, AND CUSTOMER HEREBY INDEMNIFIES AND HOLDS HARMLESS CIT FROM AND AGAINST ANY LIABILITIES INCLUDING ATTORNEY’S FEES ARISING OUT OF SUCH DAMAGE OR INJURY. CUSTOMER’S REMEDIES FOR CLAIMS UNDER THE AGREEMENT SHALL BE STRICTLY LIMITED TO OUTAGE CREDITS AS DESCRIBED HEREIN.
Equipment. Any equipment provided to Customer by CIT for use in conjunction with Services will be subject to the terms and conditions set forth below or in the Agreement. CIT will “drop ship” the equipment to Customer via certified carrier with tracking technology. Customer is responsible to be present for receipt of delivery. Customer must unpack and place the equipment in a secure and environmentally controlled space that is within 50 feet of the LEC point of demarcation (“demarc”). Customer also agrees to provide the analog POTS line that will at all times remain plugged into the provided equipment. The number for the analog line shall be provided to CIT’s provisioning staff prior to turn up, and the line shall be in good working order on the date and time of the turn up. The cost and maintenance of the analog line is the Customer’s responsibility. If at any time during the applicable CSO Term a piece of equipment fails and is in need of replacing, CIT will provide replacement equipment. The equipment failure shall be determined by CIT or its third party subcontractors working with the customer in conjunction of CIT’s technical staff. Once determined by CIT, in its sole discretion, that the equipment is need of replacing, CIT will ship overnight replacement equipment to Customer’s site on the next business day if determined by noon CST. If CIT installs or provides equipment on Customer’s premises for the purpose of enabling CIT to provide the Services to Customer, Customer agrees to provide CIT reasonable access into Customer’s premises for the purpose of installation, demonstration, inspection, maintenance, repair and removal of the equipment, as well as CIT’s installers with a safe working environment. Additionally, Customer acknowledges that it will have no right, title or interest in any equipment that CIT installs. CIT and Customer agree that the equipment will not become a fixture and Customer shall keep the equipment free from all liens, charges and encumbrances. Customer agrees: (1) to use the equipment only for the purpose of receiving Services ordered from CIT and no other purpose; (2) to prevent any connections to the equipment that are not expressly authorized by CIT; (3) to prevent tampering, altering or repair of the equipment, or inside wiring, by any person other than CIT’s authorized personnel; (4) to assume complete responsibility for improper use, damage or loss of such equipment regardless of cause (including damage or loss caused by force majeure events), except to the extent caused by CIT or its suppliers; and (5) to return the equipment in good condition, ordinary wear and tear resulting from proper use excepted, immediately upon discontinuance of Service. In the event the equipment is not returned in good condition, Customer agrees to pay CIT an amount for each equipment device in accordance with the table located at http://entirelybiz.wpengine.com/policies.
Internet Service and IP Addresses. Internet Services are designed exclusively for data Internet access. CIT makes no representation, guarantee or warranty of any kind or nature regarding the suitability of CIT’s Internet Services for any use other than for data Internet access. CIT SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE INTERNET SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING BUT NOT LIMITED TO USE OF INTERNET SERVICES FOR VOIP OR VIDEO OVER THE INTERNET. Customer hereby agrees and acknowledges that IPv6 is not supported by default, and therefore CIT will not support IPv6 on an MPLS network unless it is specifically agreed to in writing by the Parties prior to the Effective Date of the Agreement. Customer may request that CIT obtain IP addresses and assign Internet access space for the benefit of Customer during the Term (subject to availability). CIT will route IP addresses on CIT’s Network. Customer hereby agrees and acknowledges that Customer does not have rights and ownership interest in any CIT obtained IP Addresses, and upon termination of the Agreement, Customer agrees that all rights to access and right to use such IP Addresses shall terminate immediately.
No Right To Intellectual Property. The Agreement confers no right to use the name, service marks, trademarks, software rights or licenses, copyrights, or patents of either Party except as expressly provided herein. Neither Party shall take any action, which would compromise the registered copyrights or service marks of the other.
Notices. All notices, demands, consents, requests, approvals, Customer name and address changes, billing inquiries and requests, or other communication which either Party is required or desires to give or make upon or to the other Party shall be in writing and will be effective when sent, if hand delivered or faxed (with confirmation of receipt); on the next business day if sent by a generally recognized overnight delivery service (subject to confirmation from the service); or on the date received if sent by United States certified or registered mail, return receipt requested. Such Notices will be sent to the addresses set forth in the Agreement on the signature page, unless either Party changes its address by giving written notice of such changes to the other Party in accordance with the Agreement. Customer acknowledges that rate change notices may be delivered by CIT to Customer by email or facsimile and shall be deemed to be delivered when received by Customer.
No Third Party Beneficiaries. The Agreement is being executed for the sole and exclusive benefit of the Parties hereto and is not for the benefit of any third parties. The execution hereof shall not create any obligations or confer any rights on any person or entity other than the Parties hereto.
Obligations of Customer. Customer acknowledges that it is Customer’s sole responsibility to supply immediate notice to CIT if Customer changes any of its contact information. If at any time Customer’s name or billing information changes from that which is set forth below, Customer shall have five (5) days to inform CIT of such changes in accordance with the Notice provisions set forth in the Terms/Conditions.
Relationship of Parties. Neither the Agreement nor the provision of Service hereunder shall be deemed to create any joint venture, partnership or agency between CIT and Customer; the Parties are independent contractors and shall not be deemed to have any other relationship. Neither Party, nor any agent or representative of either Party, shall have, or hold itself out as having; the power or authority to bind or create liability for the other Party by its intentional or negligent act and no claimed act of authority shall have any binding effect.
Network Abuse. Customer is prohibited from abusing the networks of CIT and its underlying carriers. For a complete description of CIT’s network abuse policy, the terms and conditions of which are incorporated by this reference as if copied herein, please refer to our website at http://entirelybiz.wpengine.com/policies.
Termination of Services; Moves. The term of each CSO shall be set forth in the CSO. Other than a termination for cause as may be provided in the Agreement, Customer may terminate any Service before expiration of the applicable CSO Term by providing CIT with written notice at least sixty (60) days in advance. In such event, within thirty (30) days from the effective date of termination Customer shall pay CIT a mandatory early termination charge (the “Early Termination Charge”) equal to the Subscription Fees for the monthly recurring charges and all associated fees and charges of the terminated Service, including but not limited to the applicable maintenance fee, multiplied by the number of months remaining in the CSO Term. Before Customer’s early termination of a CSO may become effective, Customer must first approve in writing the applicable Early Termination Charge amount provided to it by CIT Customer hereby agrees: (a) the damages that CIT will incur as a result of such termination will be impossible to ascertain; (b) the Early Termination Charge is reasonable and fairly represents the amount of damages that CIT will sustain as a result of such early termination; (c) the Early Termination Charge establishes liquidated damages and shall not be construed as a penalty of any kind; (d) Customer waives any right to ascertain CIT’s actual damages in the event of such early termination; and (e) that in entering into this Agreement CIT has made pricing concessions based on the terms herein and that payment due under this provision is a fair approximation of the damages that would be sustained by CIT and does not constitute a penalty or liquidated damages. Payment of an Early Termination Charge shall not relieve the Customer of its obligation to pay any charges incurred under the applicable CSO prior to the effective date of such termination.
Any written notice pursuant to this section must be sent by an authorized representative of Customer in the manner outlined in these T&Cs and must specifically describe the Service to be terminated and the reasons therefor. Customer must also reasonably cooperate with CIT to identify the specific circuit(s) or Service(s) being terminated, and Customer agrees to email its disconnect notice to firstname.lastname@example.org. Customer understands and agrees that billing will only cease when all information reasonably required by CIT has been provided.
If CIT is providing Services or intends to provide Services in whole or in part using facilities from any third party service provider, including but not limited to copper facilities acquired from a serving Local Exchange Carrier (“LEC”), and subsequently ascertains that said facilities are or will be unavailable for use, CIT may cancel the affected CSO, or discontinue the affected Services, without liability or any further obligation to Customer. In addition, if certain facilities proposed for the Services are unavailable or deemed by CIT to be unsuitable for the Services or speed requested, Customer will be so advised and may request different Services or speed, which may result in different or additional charges.
CIT shall have the sole discretion whether to permit Customer to move a Service within the same serving wire center. If CIT does permit Customer to move a Service within the same serving wire center, CIT will provide Customer with a quote regarding the cost of such move which quote may contain both direct costs charged by CIT’s underlying carrier(s) or provider(s) in addition to all direct and administrative costs incurred by CIT in connection with the move. Customer understands and agrees that CIT may modify the rates and fees charged to Customer even if Service is moved within the same serving wire center. CIT cannot guarantee that Customer may move a Service outside of the same serving wire center. Any request by a Customer to move a Service outside of the same serving wire center will be handled on an individual case basis, in CIT’s sole discretion. CIT’s inability to honor a move will not relieve Customer from obligation under the Agreement or in any applicable CSO.
Charges and Payment. CIT will make reasonable efforts to set forth all applicable charges in the applicable CSO(s). Subscription Fees for monthly recurring charges shall be invoiced by CIT on a monthly basis in advance and nonrecurring charges shall be invoiced in arrears each month for the previous month’s usage; provided, however, that CIT shall have the right to bill Customer for any additional recurring and non-recurring charges incurred during any billing period for up to two (2) years following the close of that billing period. In addition, CIT may, in its sole discretion, request a deposit amount equal to the last monthly invoice or the projected amount of the invoice for the upcoming billing period. Customer shall make all payments for all amounts not properly disputed as required hereunder by the due date printed on the invoice (the “Due Date”). Customer shall advise CIT in writing in the event that it does not receive an invoice for any billing period; provided, however, that the failure by CIT to deliver an invoice during any billing period and/or the failure by Customer to provide the required notice shall not relieve Customer of its absolute obligation to make all payments required hereunder in a full and timely manner. In the event that the Start of Service Date for any Service falls on any day other than the first day of any month, the first invoice to Customer shall consist of: (1) the pro-rated portion of the applicable monthly charge covering the period from the Start of Service Date to the first day of the subsequent month; and (2) the monthly charge for the following month. In addition to its other rights hereunder, in the event that any amounts are not paid in full by the Due Date, CIT may: (1) impose a late payment charge of the lower of 2.0% per month or the highest legally permissible rate, and such late charge shall be payable upon delivery of CIT’s next invoice to Customer; (2) require security in the amount and form determined by CIT, in its sole discretion, as a condition of the continued provision of all such Services; (3) suspend or terminate the Services immediately without notice and without liability of any kind or amount; and/or (4) repossess any equipment, fiber, circuits or any other items provided by CIT to Customer hereunder. CIT reserves right to replace current facilities with new facilities, including but not limited to loops, IP ports and IOC components. In the event CIT seeks collection of any amounts not paid in full by the Due Date, either informally or through formal legal action, Customer shall be liable for all costs of collection, including but not limited to reasonable attorney’s fees and court costs (if applicable). Any applicable sales, use, commercial or other taxes or fees imposed with respect to Services provided by CIT (other than taxes on CIT’s income), as well as any other fees or assessments imposed by any governmental or quasi-governmental authority (including any private company or the like acting on behalf of such governmental or quasi-governmental authority) and any fees or charges which have the effect of increasing CIT’s cost of providing such Services, shall also be payable by Customer in addition to the other charges set forth in this Agreement. In addition to the other provisions of this, CIT shall bill Customer a monthly Carrier Surcharge Recovery Fee (“CSRF”) and any applicable taxes. The CSRF is a charge designed to recover, in part, CIT’s costs of purchasing local access service from LECs as well as Taxes, Fees and Surcharges (a summary of which may be found by going to http://entirelybiz.wpengine.com/policies. The CSRF is subject to change without notice and in CIT’s sole discretion. CIT shall have the right to adjust its rates and charges, impose additional rates, charges or surcharges or change any other term of this Agreement (collectively, a “Change”). A Change shall become effective thirty (30) days after written notice of the Change has been provided to Customer; provided, however, that Customer may terminate any Service adversely affected by the Change (such termination to be effective upon the date the Change would have taken effect) by giving written notice of termination to CIT within ten (10) days of its receipt of notice of the Change from CIT. If Customer does not terminate the adversely affected Service within ten (10) days of such notice, any Change shall be effective for the remainder of the Term. CIT may, in its sole discretion, provide Customer with DNS support. If CIT chooses to provide Customer with DNS support, CIT shall charge Customer the sum of $1 per month, to load up to ten (10) DNS records on a single domain. If Customer needs more than ten (10) DNS records on a domain, there is a charge of $5.00 per each additional 10 DNS records. Reverse DNS may be provided at a rate of $0.21 per month, per IP address in a given LAN IP block. Only one Reverse DNS record with a single host can be loaded per IP address. In addition, CIT may charge Customer the sum of $50 for every DNS or reverse DNS change made by CIT in excess of one (1) change per calendar quarter. CIT may, in its sole discretion, provide Customer with technical support. In the event CIT provides Customer with technical support outside the scope of normal trouble shooting, CIT shall charge Customer at a rate of $250 per hour for same. CIT shall charge Customer a fee of $50 for every NSF check received by CIT.
Specific Provisions Related to Voice Services.
CIT reserves the right, in its sole discretion, to examine Customer’s voice calling usage pattern and adjust the rates or impose a surcharge if such usage pattern is not normal or customary under generally accepted industry standards for the type of voice Service being used (“Non-Customary Calling”). In the event CIT adjusts Customer’s rates due to Non-Customary Calling, Customer’s sole and exclusive remedy shall be to terminate the remaining usage commitment (if any) under the applicable CSO. In such event, Customer shall continue to be liable for any access loop monthly recurring charges through the remainder of the CSO Term.
If 10% or more of Customer’s completed calls during any billing cycle constitute calls with a duration of less than six seconds in length (each, a “Short Duration Call”), CIT may charge each Short Duration Call during such Billing Cycle (including those Short Duration Calls under the 10% threshold) an additional $0.01 surcharge per call. CIT shall rate all such calls to the fourth (4th) decimal. In the event of any inconsistency between the provisions of this paragraph and an applicable pricing table set forth in an Attachment or a CSO, the provisions in this paragraph shall control.
If the completion percentage of Customer’s attempted calls is in excess of 50% (the “Non-Completed Call Percentage Threshold”) for any given week on any given trunk group, CIT may, in its sole discretion: (a) upon 30 calendar days email notice, disconnect any and all circuits providing the applicable Service; or (b) charge a surcharge equal to $20 per DS-O for all circuits providing such Service.
All domestic calls will be rated in six (6) second increments with a six (6) second per call minimum and rounded to the third decimal place for each call charge. All international and calling card calls will be rated in six (6) second increments with a thirty (30) second per call minimum and rounded to the third decimal place for each call charge except Mexico, which will be rated in sixty (60) second increments.
For purposes of this section and the subparagraphs thereunder, the following terms and definitions shall apply. “Time Point” or “TP” shall be the measurement method for call duration. TP-1 is the “request for service event”; TP-6 is the “answer detected event”; TP-7 is the “call disconnect event”. Call duration shall be measured as follows:
- For Carrier Toll-Free Transport (TDM) and CIC products (TDM and VOIP), call duration is measured Disconnect time (Time Point 7 minus Start time (Time Point 1); or
- For all other circuit switched and NOS products (TDM), call duration is conversation time and is measured Disconnect time (Time Point 7) minus Service Established time (Time Point 6); or (c) for Voip Services, call duration is conversation time and is measured as Disconnect Time (BYE message) minus Service Established time.
The following minimum utilization requirement (“Utilization Commitment”) shall apply to end user dedicated 1+ outbound service and end user Dedicated 8xx Inbound Service:
- No CIT port (“Port”) to which any dedicated access loop (“DAL”) is connected may have zero traffic utilization for thirty (30) consecutive days following the first three (3) calendar months after connection of the Port to the DAL.
- If the Customer violates the foregoing Utilization Commitment, CIT may, in its sole discretion and upon thirty (30) calendar days e-mail notice, disconnect the DAL from the Port. This will not excuse Customer from paying the monthly charge for such Loop or release Customer from any monthly usage commitment set forth in any applicable CSO.
Subject to CIT’s Underutilization Policy, if in any applicable monthly or annual period, Customer’s total utilization is less than the Utilization Commitment, Customer shall pay CIT an underutilization charge (“Underutilization Charge”) equal to the difference between the Utilization Commitment and Customer’s total utilization of the applicable Services for such monthly or annual period. Such payment shall be in addition to any current usage or recurring monthly charges and shall be paid within thirty (30) days of Customer’s receipt of an invoice containing such Underutilization Charge(s). Customer hereby agrees that the Utilization Commitment and Underutilization Charge(s) are reasonable.
Customer is solely responsible for fraudulent calls or data transmitted utilizing the Services. Customer is solely responsible for selection, implementation and maintenance of security features for protection against unauthorized calling, and CIT shall have no liability therefor. Customer is solely responsible for payment of all long distance, toll and other telecommunications charges incurred through use of the Services being provided hereunder regardless of whether such use was intended or authorized by Customer. Customer shall defend, indemnify and hold harmless CIT from and against all costs, expenses, claims or actions arising from fraudulent calls of any nature carried by means of the Services. Customer shall not be excused from paying CIT for Services provided to Customer or any portion thereof on the basis that fraudulent calls comprised a corresponding portion of the Services. In the event CIT discovers fraudulent calls being made, nothing contained herein shall prohibit CIT from taking immediate action, without notice to Customer, that is reasonably necessary to prevent such calls from taking place. Notwithstanding the foregoing, it is understood that CIT is under no obligation to investigate the authenticity of calls charged to Customer’s account and shall not be liable for any fraudulent calls processed by CIT and billed to Customer’s account.
Red Flag Rules/Identity Theft Compliance Policy. CIT has a Red Flag Rules and Identity Theft policy at http://entirelybiz.wpengine.com/policies.
Recording of Calls. CIT hereby puts Customer on notice that any calls between Customer and CIT personnel may be recorded for quality assurance and other commercially reasonable purpose. Customer hereby acknowledges and agrees that such calls may be recorded.
Attorneys Fees and Costs. In the event CIT seeks to enforce any of the terms or conditions of this Agreement or protect any of its rights or privileges hereunder, either informally or through formal legal action, Customer shall be liable for all costs incurred by CIT as a result thereof, including but not limited to reasonable attorney’s fees and court costs (if applicable).
Service Delivery. CIT will deliver Service to the network point of presence (POP) or demarc, and a Service is considered installed and working when it is turned over clean at the POP or demark, as applicable. Extension of Service beyond the demarc is the responsibility of Customer. If Customer elects to and use CIT and CIT chooses to extend the beyond the demarc, the Service will not be covered under CIT’s SLA. If CIT extends Service beyond the demarc, the Service will be considered in working condition once accepted by Customer and CIT will have no further obligation to maintain the Service. Any delay in extension of the Service beyond the demarc by CIT will not delay the billing of the Service or Customer’s liability for such billing.
Firm Order Commitment. No Firm Order Commitment (“FOC”) issued by CIT or its underlying carrier, if any, shall be considered guaranteed in any manner. In no way shall CIT’s inability or failure to deliver any ordered Service by the date of issuance of an FOC (“FOC Date”) be considered a default under the Agreement and CIT shall not be liable to Customer for any costs or damages of any kind that Customer may incur in anticipation of the FOC Date, including but not limited to lost revenue, lost profit, travel expenses, technician costs, etc.
CPNI. CIT acknowledges that it has a duty, and Customer has a right, under federal and/or state law to protect the confidentiality of Customer’s proprietary network information (“CPNI”). Such CPNI includes information about the telecommunications Services purchased by Customer from CIT, Customer account activity (for example, telephone numbers) and charges incurred by Customer. With Customer’s consent, CIT may use this information for marketing purposes to offer Customer the full range of products and services available from CIT that may be different from the type of Services Customer currently buys from CIT In addition to private line and other dedicated transport services, CIT and CIT affiliate’s offer other services, including voice, collocation, hardware (by sale or lease) and managed services. A more complete description of CIT companies and product and service offerings is available at http://entirelybiz.wpengine.com or Customer may contact its CIT account manager. CIT may also share Customer information with its affiliates, agents and partners to offer the services and products described above. CIT requires Customer’s consent for CIT and its affiliates, agents and partners to use this information to offer the services and products described above. By signing the Agreement and taking no further action, Customer gives CIT Customer’s consent to use and disclose Customer CPNI as described above. Customer may refuse CPNI consent by signing the Agreement but then notifying CIT in writing of Customer’s decision to withhold Customer’s consent. Customer’s consent or refusal to consent will remain valid until Customer otherwise advises CIT Customer’s decision to approve or disapprove use or disclosure of Customer CPNI as described in this section will not affect CIT’s provision of Service to Customer. A separate description of CIT’s CPNI Policy is set forth at http://entirelybiz.wpengine.com/policies,the contents of which are hereby incorporated in these T&Cs as if copied herein verbatim.
Resale Prohibition. Customer acknowledges and agrees that Customer may not sell, resell, transfer, convey, white label, wholesale or in any way distribute the Services to or for the benefit of any third party without express prior written consent of CIT (which consent may be withheld in CIT’s sole discretion). The foregoing prohibition shall apply, without limitation, to any and all fiber, circuits, equipment or other Service elements which Customer purchases from CIT.
Monitoring And Auditing. CIT may monitor Customer’s use of the Services electronically from time to time to insure CIT’s compliance with all governing SLAs and/or CSO’s and/ or SAs and may disclose any information necessary to satisfy any Legal Requirement, to operate the Services properly, and/or to protect CIT or its other subscribers.
Customer Must Back-Up Its Own Data and Files. CIT shall have no responsibility for Customer’s personal files and data (including voicemail, e-mail, or fax messages) that reside on, are transferred through, and/or that are attached to CIT’s Provided Equipment or network. Customer shall be solely responsible for independent backup of all such data and files. CIT reserves the right to delete Customer’s data and files after the expiration or termination of this Agreement.
CIT Has No Control Over the Internet or Public Telephone Network. CUSTOMER ACKNOWLEDGES THAT CIT DOES NOT OPERATE OR CONTROL THE INTERNET OR PUBLIC TELEPHONE NETWORK. CUSTOMER AND ITS AUTHORIZED USERS ASSUME ALL RISK OF LOSS OR DAMAGE THAT MAY ARISE FROM USE OR ACCESS TO THE INTERNET AND/OR PUBLIC TELEPHONE NETWORK, AND ASSUME THE SOLE RESPONSIBLY TO EVALUATE THE ACCURACY, MERCHANTABILITY, COMPLETENESS AND USEFULNESS OF ALL MERCHANDISE, OPINIONS, ADVICE, SERVICES AND OTHER INFORMATION PROVIDED THROUGH THE SERVICES OR ON THE INTERNET AND/OR PUBLIC TELEPHONE NETWORK.
CUSTOMER ACKNOWLEDGES THAT THE INTERNET CONTAINS UNEDITED MATERIALS, SOME OF WHICH ARE SEXUALLY EXPLICIT AND/OR MAY BE OFFENSIVE. CUSTOMER HAS AUTHORIZED ITS USERS’ ACCESS TO THE INTERNET AND SUCH MATERIALS CONTAINED ON IT AT THEIR OWN RISK.
Modification to CIT’s Services. CIT reserves the right to modify, revise, or upgrade its Monthly Recurring Services, including access procedures, menu structures, commands, documentation, vendors and Services offered; provided; however, CIT shall not lower the bandwidth and/or other material features of the Services provided to Customer.
Restrictions on Certain Activities.
- Customer shall not use distribution lists or mass electronic mailing software or send unsolicited e-mail utilizing the Monthly Recurring Services without obtaining CIT’s prior written consent; except that Customer may send bulk e-mail to any entity with which it has a pre-established commercial relationship in accordance with governing law.
- Customer shall not use CIT’s trademarks, service marks, or trade names for advertising or promotion without CIT’s prior written consent.
- Customer shall not transmit, upload, receive, or store on or through CIT’s network any material that: (a) violates any Legal Requirement (including, but not limited to, those Legal Requirements relating to call recording); (b) infringes any intellectual property or proprietary right of a third-party; (c) contains material that in CIT’s reasonable opinion is fraudulent, illegal, threatening, obscene, libelous, or offensive; and/or (d) contains any viruses, worms, “Trojan Horses” or other code or features that may damage, disrupt or disable computers, networks or any information thereon. Customer’s obligation to prevent the receipt of any information in sections a through d above shall be limited to using commercially reasonable efforts to prevent the receipt or continuing receipt of such information.
- Customer shall not engage in intentional or negligent activities while using the Services that are intended or likely to result in damage to any person, entity, or property including, but not limited to, any computer, network or the information thereon.
- Customer shall not disassemble, decompile, or otherwise tamper with CIT’s Provided Equipment and/or software residing thereon or with any Purchased Equipment or software.
- Customer shall not utilize the Monthly Recurring Services to host bandwidth intensive web servers, proxy servers or any other Internet server that would be atypical of an enterprise organization’s normal office use without CIT’s prior written consent, which shall not be unreasonably withheld.
- If Customer receives Monthly Recurring Services, Customer shall not operate or conduct call center or telephone solicitation activities, or utilize streaming media servers, without CIT’s prior written consent, which shall not be unreasonably withheld, unless specifically provided in an agreed upon Customer Service Agreement. All such activities shall be undertaken by Customer in strict compliance with all governing Legal Requirements, even if authorized by CIT.
Certain Customer Responsibilities. Customer shall be responsible for providing, maintaining and supporting customer-managed applications, software and software licenses and Customer’s LAN including, but not limited to, personal computers, site wiring, switches and related hardware, software, and peripherals, as well as providing electrical power to all devices and backup power supply if so desired. CIT shall have no obligation to install, create, configure, or maintain any LAN or to configure, install or support any software, application or other equipment in or on Customer’s computers or LAN unless specifically provided for in the CSO’s or SOW(s). Even if CIT deploys any Customer-provided equipment, software, applications and/or devices on Customer’s premises, or installs Customer’s applications on CIT’s servers on CIT’s premises, CIT shall have no responsibility for maintaining or supporting any such Customer-provided computer, facsimile, telephone, paging, networking, software, licenses, applications, equipment or other device used by Customer whether used in conjunction with the Services or not. If Customer engages CIT’s technical support personnel to diagnose an issue and CIT determines in its reasonable judgment that the issue is caused by a device, application, software or situation for which Customer is responsible, Customer shall pay for any time incurred by CIT in diagnosing, troubleshooting, and/or repairing any of the above-mentioned equipment, software, applications or devices at CIT’s then-current hourly rates and terms for time and material service.
Customer and CIT shall jointly agree on a user training plan that at minimum details the time(s) and location(s) for training and the amount of training time included for Monthly Recurring Services. In no event shall the length of training time included exceed that required to train in groups of less than five (5) users at a time. Customer shall make its personnel available for training at the times and locations set forth in such plan. If Customer fails to have its personnel available at the agreed upon times, Customer will pay for any additional time required by CIT’s trainer(s) at the rates set forth in any SOW Unless otherwise provided in the Agreement, training will be delivered remotely over CIT’s network.
911 Procedures and Disclaimers. FOR THOSE LOCATIONS WHERE CIT PROVIDES INTERCONNECTED VOICE SERVICES TO CUSTOMER, CIT AND CUSTOMER SHALL PREPARE A LIST CONTAINING THE SPECIFIC POSITION AND LOCATION OF EACH PHYSICAL IP PHONE INSTALLED, IN SUCH DETAIL AS REQUIRED BY E911 PROVISIONING GUIDELINES, FOR THE PURPOSE OF PROVIDING DETAILED LOCATION INFORMATION TO THE 911 OPERATOR WHEN 911 IS DIALED IN THE AREAS WHERE IT IS PROVIDED. UNLESS CUSTOMER CERTIFIES IN WRITING TO CIT THAT ALL SOFTPHONE OR VIRTUAL TELEPHONES WILL BE OPERATED FROM A SINGLE DEFINED LOCATION PER DEVICE, CIT WILL HAVE NO OBLIGATION TO AND WILL NOT PROVIDE E911 SERVICES. CIT WILL PROVIDE STICKERS TO CUSTOMER FOR PLACEMENT ON EACH TELEPHONE PROVIDED BY CIT INDICATING THE INSTRUCITONS FOR DIALING 911 AND WHICH HAVE A WARNING NOTIFYING THE USER OF THE 911 LIMITATIONS. CUSTOMER SHALL BE RESPONSIBLE FOR IMMEDIATELY PROVIDING NEW LOCATION INFORMATION TO CIT IN WRITING, OR OTHER METHOD APPROVED IN ADVANCE BY CIT, WHEN A TELEPHONE, USER, OR DEVICE IS MOVED TO A NEW LOCATION, WHETHER THE TELEPHONE OR DEVICE WAS PROVIDED BY, THROUGH, OR FROM CIT OR ANY OTHER PARTY. CUSTOMER ACKNOWLEDGES THAT 911 SERVICE IS NOT AVAILABLE IN THE EVENT OF A POWER FAILURE UNLESS EMERGENCY BACKUP POWER IS PROVIDED BY CUSTOMER. FURTHER, CUSTOMER ACKNOWLEDGES THAT CIT RELIES ON THIRD-PARTIES TO PROVIDE 911 SERVICES AND TO ALERT LOCAL EMERGENCY RESPONSE CENTERS OF EMERGENCY SITUATIONS. THEREFORE, CUSTOMER SHALL INDEMNIFY AND HOLD CIT, ITS OFFICERS, EMPLOYEES, AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS ARISING FROM OR OUT OF CUSTOMER’S FAILURE TO TIMELY PROVIDE POSITION OR LOCATION CHANGE INFORMATION TO CIT, FAILURE TO PROVIDE BACKUP POWER TO ALL TELEPHONES, SWITCHING, ROUTING, AND/OR OTHER TRANSMISSION EQUIPMENT, AND/OR THE FAILURE TO COMPLETE 911 CALLS, WHETHER SUCH CLAIMS OR ACITONS ARE INITIATED BY CUSTOMER’S EMPLOYEES, GUESTS, OTHER PERSONS, OR A GOVERNMENT AGENCY.
EMERGENCY SERVICES – 911 DIALING
Non-Availability of Traditional 911 or E911 Dialing Service. The Service does not support traditional 911 or E911 access to emergency services in all locations. Where we do not offer traditional 911 or E911 access, we offer a feature known as “911 Dialing” which is a limited emergency calling service available only on CIT certified Devices or Equipment. The 911 Dialing feature may not work at all when used in conjunction with a Soft Phone, Virtual Numbers or Subscriber provided Customer Premise Equipment. Our 911 Dialing feature is not automatic; you must separately take affirmative steps, as described in this Agreement and on our website, to register the address where you will use the Services in order to activate the 911 Dialing feature. You must do this for each CIT phone number that you obtain. The 911 Dialing feature of the Service is different in a number of important ways from traditional 911 or E911 service as described on our website page for 911 Dialing under “Features,” and below. You shall inform any household residents, guests and other third persons who may be present at the physical location where you utilize the Service of (i) the non-availability of traditional 911 or E911, and (ii) the important differences in and limitations of the CIT 911 Dialing feature as compared with traditional 911 or E911 dialing. The documentation that accompanies each Device that you purchase should include a sticker concerning the potential non-availability of traditional 911 or E911 dialing (the “911 Sticker”). It is your responsibility, in accordance with the instructions that accompany each Device, to place the 911 Sticker on each Device that you use with the Service. If you did not receive a 911 Sticker with your Device, or you require additional 911 Stickers, please contact our customer care department at (586) 439-2000.
Registration of Physical Location Required. For each phone number that you use for the Service, you must register with CIT the physical location where you will be using the Service with that phone number. When you move the Device to another location, you must register your new location. If you do not register your new location, any call you make using the 911 Dialing feature may be sent to an emergency center near your old address. You will register your initial location of use when you subscribe to the Service. Thereafter, you may register a new location by following the instructions from the “911″ registration link on your CIT web account dashboard features page. For purposes of the 911 Dialing feature, you may only register one location at a time for each phone line you use with the Service.
Confirmation of Activation Required. Your 911 Dialing feature will not be activated for any phone line that you are using with the Service, unless and until you receive an email from us confirming that the 911 Dialing feature has been activated for that phone line.
How Emergency Personnel are Contacted. We contract with a third party to use the address of your registered location to determine the nearest emergency response center and then forward your call to a general number at that center. When the center receives your call, the operator will not have your address and may not have your phone number. You must therefore provide your address and phone number in order to get help. Some local emergency response centers may decide not to have their general numbers answered by live operators 24 hours a day. If we learn that this is the case, we will send your call instead to a national emergency calling center and a trained agent will contact an emergency center near you to dispatch help. You hereby authorize us to disclose your name and address to third-party service providers, including, without limitation, call routers, call centers and public service answering points, for the purpose of dispatching emergency services personnel to your registered location.
Service Outages. (a) Service Outages Due to Power Failure or Disruption. 911 Dialing does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the Device prior to utilizing the Service, including 911 Dialing. (b) Service Outages Due to Internet Outage or Suspension or Termination of Broadband Service or ISP Service. Service outages or suspensions or terminations of service by your broadband provider or ISP will prevent all Service, including 911 Dialing, from functioning. (c) Service Outage Due to Suspension or Termination of your CIT Account. Service outages due to suspension or termination of your account will prevent all Service, including 911 Dialing, from functioning. (d) Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In that event, provided that you alert us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports are being blocked or your Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your Service, including the 911 Dialing feature, may not function. You acknowledge that CIT is not responsible for the blocking of ports by your ISP or broadband provider or any other impediment to your usage of the Service, and any loss of service, including 911 Dialing, that may result. In the event you lose service as a result of blocking of ports or any other impediment to your usage of the Service, you will continue to be responsible for payment of the Service charges unless and until you terminate the Service in accordance with this Agreement. (e) Other Service Outages. If there is a Service outage for any reason, such outage will prevent all Service, including 911 Dialing, from functioning, such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement. 1.6 Re-Activation Required if You Change Your Number or Add or Port New Numbers. 911 Dialing does not function if you change your phone number or if you add or port new phone numbers to your account, unless and until you successfully register your location of use for each changed, newly added or newly ported phone number.
Network Congestion; Reduced Speed for Routing or Answering 911 Dialing Calls. There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the Service as compared to traditional 911 dialing over traditional public telephone networks.
Possible Lack of Automatic Number Identification. It may or may not be possible for the local emergency personnel to automatically obtain your phone number when you use 911 Dialing. Our system is configured to send the automatic number identification information; however, one or more telephone companies, not us, route the traffic to the emergency response center and that center may not be capable of receiving and passing on that information. As a result, the operator who answers your 911 Dialing call may not be able to automatically obtain your phone number and call you back if the call is not completed or is not forwarded, is dropped or disconnected, if you are unable to speak to tell the operator your phone number, or if the Service is not operational for any reason.
No Automated Location Identification. In most service areas, it is not possible at this time to transmit to the local emergency response center the address that you registered for 911 Dialing. You will need to state the nature of your emergency promptly and clearly, including your location (and possibly your telephone number), as the operator will not have this information. Emergency personnel will not be able to find your location if the call is not completed or is not forwarded, is dropped or disconnected, if you are unable to speak to tell the operator your location, or if the Service is not operational for any reason.
Disclaimer of Liability and Indemnification. We do not have any control over whether, or the manner in which, calls using our 911 Dialing service are answered or addressed by any local emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 Dialing calls to local emergency response centers and to a national emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither CIT nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 911 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless CIT, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel.
Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 Dialing service, you should consider having an alternate means of accessing traditional 911 or E911 services or terminating the Service.
Parts And Labor. The Agreement is inclusive of all parts and labor as it pertains to the CSO. The cost and purchase of necessary hardware and software is to be borne by the Customer. Sales and other similar taxes, tariffs, or other regulatory or governmental charges, if any, are to be borne by Customer and are not included in CIT’s prices.
Third Party Services. CIT may arrange on behalf of Customer for services to be provided by a third party (“Third Party Services”). For instance, and by way of illustration only, Third Party Services may include Local Access Services. Local Access Services shall be arranged pursuant the Agreement and CSO. Although this Agreement governs the terms of CIT’s arrangement of Third Party Service, the service level parameters and related warranties (if any), pricing, surcharges, outage credits, required commitments, termination liability, and other service-specific terms of the Third Party Service shall be those of the provider of the Third Party Services (“Third Party Provider”).
Subcontractors. CIT may, at its discretion, engage subcontractors to perform work, provided CIT shall fully pay said subcontractor and remain responsible for the proper completion of this Contract. CIT warrants that CIT and its subcontractors are adequately insured for injury to its employees and others incurring loss or injury as a result of the negligence of CIT or its employees and subcontractors in performance of their work under this Contract.
Supported IP Standards. CIT supports the following (available from most manufacturers):
(NOTE: LIST ALL SUPPORTED INTERNET PROTOCOL STANDARDS)
Testing Period. Notwithstanding anything to the contrary in this Agreement or in any CSO, the five (5) days following the Estimated Delivery Date or the actual date the Services go “live” shall be deemed the Testing Period. The Term shall begin the day after the expiration of the Testing Period. All obligations of the parties (including all of Customer’s payment obligations) during the Term shall apply to them equally during the Testing Period. The only difference between the Testing Period and the Term is that, at any time during the Testing Period, Customer will be permitted to terminate this Agreement for any good faith reason by providing written notice stating its intention to terminate and the reason for it. Notice must be received by CIT within the Testing Period for termination to be effective.
Operational Matters. The Customer shall be solely responsible at its own expense for connecting to the CIT VOIP network, for procuring the necessary facilities or equipment required to interconnect and for coordinating the provisioning of its respective matching facilities and/or equipment by the anticipated Service Date. CIT will use its best endeavors to provide the Services on the anticipated Service Date. The Parties shall coordinate the management of their respective system facilities, with each Party being responsible for providing and operating, at its own expense, its respective network facilities. The Parties also shall interface on a 24 hours/7 days a week basis to assist each other with the isolation and repair of any facility faults in their respective networks. The Party which pays for the installation and monthly cost of any such interconnection will be considered the owner of the interconnection, and any associated equipment needed.
Telemarketing Traffic. CIT does not accept for termination any dialer–originated telemarketing traffic or any fax broadcasts, including any traffic that would violate the Telephone Consumer Protection Act (“TCPA”), which prohibits the sending of facsimile advertisements without the prior consent of the recipient, do not call laws, or similar consumer protection laws.
Traffic Control By Customer. In addition to any other terms and conditions of the Agreement or the T&C’s, Customer shall bear the following responsibilities in connection with the Service:
- Customer shall manage the integrity of the traffic egressing Customer’s network;
- Customer shall screen and block calls destined to (a) unassigned numbers or (b) numbers with invalid formats;
- Customer shall manage and correct, as necessary, any fraudulent calling patterns or calling patterns perceived as fraudulent that may harm or adversely affect CIT or its network.
- In the event that Customer fails to comply with the requirements described above, CIT shall have the right (but not the obligation) to take protective action against Customer in order to protect CIT’s egress network, which protective action may include, without limitation, the temporary blocking of Customer’s traffic until the applicable problem is reasonably resolved.
Service Limitations. The Service is not intended to replace Customer’s primary phone service. All telecommunications traffic carried by the Service(s) must be IP originated. Customer acknowledges and agrees that the Service(s) may not be compatible with all communication equipment. In addition, different regulatory treatment may be applied to the Service(s) than is applied to other telecommunications services, which may affect Customer’s rights before regulatory agencies and other governmental bodies.
CIT does not support 0+ calling (including without limitation collect or third party billing), 900 and 976 calls, and 10-10 “dial-around” calls. The Service(s) may not support 311, 411, 511 and/or other x11 services in some or all Service areas. Customer understands and acknowledges that access to the aforementioned functionality is not part of the Service(s).
Customer Network Facilities. Customer shall be solely responsible for any installation, testing, maintenance and security of its own network facilities.
Database Updates. Customer shall furnish all information reasonably requested by CIT in order for CIT to provide each Service. Customer shall ensure that all information and data that it has given or that it will give to CIT, including but not limited to Customer’s billing information, mailing address and email address, is current and accurate at all times. CIT shall have no responsibility to verify the accuracy of any information provided by Customer and shall have no liabilities or obligation relative to any amount billed or notices delivered incorrectly as a result of inaccurate information provided by Customer and Customer’s failure to correct or update the same.
Traffic Requirements. If during any 24-hour period, Customer’s Answer Seizure Ratio (ASR) is calculated by CIT to be below 60.0% and/or the Average Length of Call (ALOC) is calculated by CIT to be below 60.0 seconds, CIT may immediately and without notice:
- Charge Customer a surcharge of $0.01 per call attempt, which shall be in addition to all other fees and changes billed to Customer for its consumption of the Service(s); or
- Modify its billing method and charge Customer for its consumption of Service(s) in accordance with CIT’s then current Short Duration Rate Deck.
Local Number Portability (LNP). If Customer desires to port a number either to or from CIT’s network, Customer shall execute and/or deliver to CIT all documents and information requested by CIT, including, but not limited to, all required Letters of Authorization (“LOA”). Customer acknowledges and agrees that CIT shall have the right to refuse to port any number to its network for any reason. Customer agrees that CIT, in its sole discretion, may port a number to any Third Party Vendor selected by CIT in order to provide the Service(s), and that CIT may be required to be named as the Customer of Record for such number. CIT will make reasonable commercial efforts to execute all port requests; however, CIT has no control over any porting process (either to or from CIT’s network). As such, CIT makes no guaranties or warranties that a number will be ported on a particular day, or that a submitted port request will actually result in the number being ported. CIT will inform Customer of port dates when such dates are known to CIT. CIT reserves the right to change the port date in its sole discretion. Customer agrees to comply with all applicable rules, regulations and orders, including but not limited to all FCC and public utility commission rules regarding number porting. CIT makes no warranty that the Service(s) associated with a number will be uninterrupted or error free during any porting process. Customer acknowledges that, if any account associated with the number being ported is canceled or suspended prior to the port date, such number may not be eligible for porting. It is Customer’s sole responsibility and obligation to timely cancel its account(s) with the CIT from which the number is being ported, and Customer shall be solely responsible for any contractual obligations it has with such CIT and any applicable fees and charges, including early termination fees. Number porting is done at the Customer’s sole risk. Under no circumstances shall CIT be liable for any damages, including, without limitation, loss of profits, associated with porting or not porting a number. Customer agrees to indemnify and hold CIT, the third party vendors, and the parent companies, sister companies, employees, directors, officers and shareholders of the same, harmless from and against any and all claims, liabilities, losses, judgments, damages and expenses, including without limitation attorneys’ fees and costs of litigation, incurred or suffered by such party relating to or arising out of any number port requested by Customer, including those arising from any slamming complaints.
Customer acknowledges that requests to port numbers away from CIT’s Network will be completed not less than seven (7) days from the date of the request. Customer also acknowledges that it will not port any vanity or 800 numbers without verification from the end user. Customer agrees to comply with all LNP policies established from time to time by CIT. CIT may modify its LNP policies at any time with or without notice to Customer and customer agrees to comply with all such modifications.