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General Terms and Conditions
These General Terms and Conditions are between G12 Communications LLC (“G12”) and the individual or entity identified as the customer (“Customer”) in the Service Order Form (“SOF”) executed by G12 and Customer, each individually referred to as a “Party” and collectively referred to as the “Parties”. This “Agreement” consists of (i) the Service Order Form(s) and any forms or authorizations attached thereto and/or incorporated therein by reference, (ii) these General Terms and Conditions, (iii) VOIP 911 Service Disclaimer and Customer Acknowledgement (“911 Notice”) and (iv) Acceptable Use Policy (“AUP”), (v) Texting Supplemental Terms and (vi) Completion Notice. This Agreement sets forth general terms and conditions under which Customer is purchasing G12 services pursuant to the SOF. The Parties agree to be bound by this Agreement as of the day the SOF is fully executed by the Parties (the “Effective Date”), and affirm that each have caused this Agreement to be executed by their respective duly authorized representatives on the dates written below their names on the SOF.
- Services and Definitions. G12 Broadband Phone Service is an enhanced voice communications service which uses a data network (like the Internet) to transport voice and text communications that have been converted into data packets. The term “Service” shall mean G12 broadband phone and text services including all software, equipment, and other features, products and services provided by G12 under the pricing plan(s) selected by the Customer in the applicable SOF(s). G12 will provide the Services referenced on the SOF(s) in accordance with the terms of this Agreement. G12 reserves the right, at its sole discretion, to decline orders and require Customer to post appropriate advanced deposits for new and existing Services.
- Obligations of the Customer. The Customer agrees to provide all information, access, and support for timely installation and proper use of the Service and to comply with all of the terms and conditions of this Agreement. The Customer also agrees that Customer’s use of the Service will at all times consistent with the terms outlined in the G12 Communication’s AUP and will not be used in an unlawful manner, and will be used in such a manner as to prevent damage to G12 network and equipment.
- Customer Representations. The Customer represents and warrants that: (i) their primary residence or business address is in the United States, (ii) they are at least eighteen (18) years of age and possesses the legal right and ability to enter into this Agreement, and (iii) the Customer name, contact information and registered location are true and correct and, if for business use, the Customer is authorized to act on behalf of such business. Customer acknowledges and agrees that G12 relies on the information supplied by Customer and that providing false or incorrect information may result in delays in the provision and delivery of the Services, the suspension or termination of the Services, additional fees or charges, and the inability of a 911-dialed call to be correctly routed to emergency service personnel (as further described in the 911 Notice executed by Customer contemporaneously with the SOF). Customer agrees to promptly notify G12 whenever personal or billing information changes, including, but not limited to, Customer’s name, address, e-mail address, telephone number, and credit card information.
- Term Commitment. For each Service, THE SERVICE WILL BEGIN THE DAY WHEN ALL OR ANY PORTION OF THE SERVICE IS FIRST INSTALLED AND MADE AVAILABLE TO THE CUSTOMER OR 30 DAYS FROM THE DATE THE SERVICE ORDER IS EXECUTED, WHICHEVER IS EARLIER (“Commencement Date”). On or after the Commencement Date Customer may receive a Notice of Completion setting forth the quantity of Services actually provisioned to Customer and Customer agrees to pay for the quantity of Services actually provisioned even if such quantity differs from the SOF. The Service will begin on the Commencement Date and continue for the number of months/years set forth in the applicable SOF (the “Initial Service Term”). If the SOF does not state a term, the Initial Service Term will be one (1) year. Upon expiration of the Initial Service Term, the Service automatically renews for successive one (1) year terms (the “Renewal Service Terms”) at the rates in Customer’s SOF unless either Party provides notice of intent to terminate the Service at least thirty (30) days prior to the end of the Initial Service Term or the Renewal Service Terms, whichever is applicable at the time of termination (the Initial Service Term and Renewal Service Terms may be collectively referred to hereinafter as, the “Term” or the “Service Term”).
- Fees and Charges. Customer shall pay for all Services that G12 supplies to Customer. Each SOF specifies the fee that the Customer will pay for each Service during the Service Term. The charges and fees for G12 services are categorized on the applicable SOF as (1) “Monthly Recurring Charges”, (2) “Non-Recurring Charges”, (3) “Usage Charges”, and (4) “Equipment Charges”. MONTHLY RECURRING CHARGES WILL BE BILLED MONTHLY TO CUSTOMER BEGINNING ON THE COMMENCEMENT DATE. Non-Recurring shall be billed as they occur. Usage Charges for international and toll-free inbound calls will be billed based on the duration of each call with a one-minute minimum and then in six-second increments after the first minute. Equipment Charges will be billed upon receipt of actual equipment when purchased from G12. In addition, G12 may bill the Customer for other legally applicable charges, including, but not limited to, Federal and State Universal Service Fund (USF), 911 and E911 Fees, LNP Administration Fees, and any other applicable state and federal taxes or fees. The charges for the Services, not including the taxes and regulatory charges, are hereby referred to as the “Rate(s)”. The Rates set out on the Customer’s SOF will vary depending on the Customer’s Service Term and do not include taxes and other regulatory charges. G12 may modify its Rates at any time. Customer will be liable for all reasonable charges, including, but not limited to attorneys’ fees and costs, incurred by G12 to enforce the terms of this Agreement or due to Customer’s non-compliance with the terms herein.
- Payment. G12 will provide to Customer monthly invoices covering thirty (30) day periods which will be due and payable thirty (30) days from the invoice date (the “Due Date”). All Monthly Recurring Charges are billed one (1) month in advance and Usage Charges are billed in arrears. A late payment fee will be applied on balances that remain unpaid thirty (30) days following the date of the invoice in the amount of 1.5 % per month of the amount of the unpaid balance from the date of invoice or the maximum interest amount allowed by applicable law. Customer and G12 hereby acknowledge and agree that G12 shall have no liability to Customer resulting from any termination of Services due to non-payment by Customer in accordance with the terms of this Agreement. G12 reserves the right to bill Customer retroactively for any Services Customer received which G12 had not billed. In addition to the remedies contained in this Agreement, G12 reserves its rights in law and equity, including, but not limited to, its rights under the Uniform Commercial Code.
- Taxes. Customer hereby acknowledges and agrees that all pricing for Services and other charges due hereunder are exclusive of all applicable taxes, including without limitation, value added tax, sales taxes, duties, fees, levies or surcharges (including where applicable any Universal Service Fund or similar surcharges) imposed by, or pursuant to the laws, statutes or regulations of any governmental agency or authority, all of which shall be the sole responsibility of Customer and paid promptly when due by Customer, and furthermore, Customer agrees to indemnify and hold G12 harmless from any liability therefor. Except as set forth herein, all amounts payable by Customer under this Agreement shall be made without any deduction or withholding and, except to the extent required by any law or regulation, free and clear of any deduction or withholding on account of any tax, duty or other charges of whatever nature imposed by any taxing or governmental authority. If Customer is required by any law or regulation to make any such deduction or withholding Customer shall, together with the relevant payment, pay such additional amount as will ensure that G12 actually receives and is entitled to retain, free and clear of any such deduction or withholding, the full amount which it would have received if no such deduction or withholding had been required. Notwithstanding the foregoing, a monthly Universal Service Fund charge shall be added to each invoice for Services based upon the total billed revenues, the amount of which shall be based upon the Federal Communications Commission assessment.
- Unauthorized Use of the Services. The Customer accepts full responsibility for the charges, taxes and fees invoiced for G12’ provision of all Services to Customer, including, but not limited to, outbound and toll free Services, regardless of whether Customer authorized the use of the Services and Customer agrees that it is solely responsible for the security of all user names and passwords associated with the Service and that Customer will be responsible for any fees, costs or expenses associated with any theft or unauthorized access, use, or disclosure of such username or passwords. Customer shall indemnify, defend and hold G12 harmless from any and all costs, expenses, damages, claims or actions arising from any fraudulent or unauthorized use of the Services. Customer shall not be excused from paying G12 for Services provided to Customer or any portion thereof on the basis that fraudulent use of the Services comprised a corresponding portion of the Services for which charges, taxes and fees are invoiced. In the event G12 discovers or reasonably believes that the Services are being used fraudulently, nothing contained herein shall prohibit G12 from taking immediately any and all reasonable actions to prevent the fraudulent use of the Services, including without limitation, suspension or termination of Services.
- Inappropriate Use / Back-Up Customer acknowledges that the services are not designed, manufactured, intended, or recommended for use for any high-risk or fail-safe purpose or activity or in any environment where failure, interruption, malfunction, error, or unavailability could result in any liability or damages, physical harm or personal injury, death or dismemberment, or property or environmental damage. Customer represents and warrants that customer and its end users will not use services for any such purpose or activity or in any such environment. In addition, Customer acknowledges and agrees that, if access to and use of the Services (including, but not limited to, emergency 911 and E911 Services) is desired or required during a power outage, Customer is solely responsible for providing appropriate back-up power to any equipment located on Customer’s premises to the extent such equipment may be used to access and use or is otherwise related to the use of the Services. G12 shall not be responsible or liable to Customer or any third party for Customer’s the unavailability of the Services during a power outage as a result of Customer’s failure to provide necessary back-up or secondary power facilities for use of the Services.
- Toll-Free Service. Customer is responsible for all charges for toll free Services provided by G12. G12 assumes no liability where any claim arises out of Customer being provided with any toll-free number(s) other than the toll-free number(s) requested by Customer. G12 shall not be liable whatsoever for the use, misuse or abuse of a Customer’s toll free Service by third parties, including without limitation, the Customer’s employees or members of the public who dial the Customer’s toll free number by mistake and Customer will be responsible for all such charges.
- Interruption of Service Credit. In the event that there is any defect, error, omission, delay, mistake, interruption, suspension, or other failure in connection with furnishing the Services or maintenance of the Services and the same is reported to and confirmed by G12 (an “Interruption”), the liability, if any, of G12 shall in no event exceed an amount equivalent to the proportionate charge to Customer for the affected Service for the time period during which the interruption occurred (the “Interruption Credit”). G12 shall not be liable nor shall any Interruption Credit be given to a Customer, for any Interruption which is: 1) caused by the willfulness or negligence of a third-party or any other entity other than G12; 2) due to failure of equipment, systems provided by G12, Customer or any other entity; (3) due to a force majeure event as set forth in Section 26 below; or (4) during periods when the Customer elects to use the Service on an impaired basis. Customer hereby acknowledges and agrees that its sole and exclusive remedy for an Interruption shall be an Interruption Credit. Customer will not be entitled to any Interruption Credits or other damages related to any delay in installing the Service.
- Termination by G12. In the event that Customer is in breach of any terms of this Agreement, G12 may provide written or emailed notice to Customer of such a breach, upon receipt of which Customer shall have ten (10) days to cure such a breach. If such breach is not cured by Customer to G12 Communication’s satisfaction, in its sole discretion, within the applicable cure period set forth above, G12 may terminate any and all Services provided to Customer under any Agreements between the Parties, effective immediately, without liability to Customer and Customer will be responsible for all obligations and unpaid amounts under those Agreements, including without limitation, Early Termination Charges. Notwithstanding the foregoing, in the event that the Customer’s use of the Services violates G12′ AUP, G12 may, upon email, fax, telephonic or written notice, terminate any and all Services provided to Customer under any Agreements between the Parties, effective immediately, without liability to Customer and Customer will be responsible for all obligations and unpaid amounts under those Agreements, including without limitation, Early Termination Charges.
- Termination by Either Party. Either Party shall have the right to terminate the Service(s) without liability, including Early Termination Charges, (i) if G12 is prohibited from furnishing the Service(s) under this Agreement, or (ii) if any material rate or term contained herein is substantially changed by order of the highest court of competent jurisdiction to which the matter is appealed, the Federal Communications Commission, or other local, State or other federal government authority.
- Early Termination Charges. If a Service is terminated prior to the end of the Service Term, then, commencing on the effective date of such termination, Customer will be subject to Early Termination Charges equal to one hundred percent (100%) of the Monthly Recurring Charges times the number of months remaining in the Service Term, plus any waived installation charges and discounts from G12 standard rates times the number of months of discounts applied (“Early Termination Charges”). Customer and G12 acknowledge and agree that (i) the Early Termination Charges are a fair and reasonable estimate of damages that would occur in the event that the Service is terminated prior to the end of the Service Term; (ii) actual damages incurred by G12 as a result of the early termination of the Service would be difficult to determine ; (iii) and the provisions regarding the Early Termination Charges in this paragraph are reasonable and appropriate measures of the damages for such early termination and not a penalty. Customer agrees to pay all such Early Termination Charges within 30 days of Customer’s notice of termination of Services immediately upon written receipt of G12’ last invoice to Customer (“Final Invoice”). All requests to terminate Services must be received, in writing to G12 thirty (30) days prior to the termination effective date. A minimum of thirty (30) days will always be billed to Customer from the date that the termination notice is submitted.
- Bill Disputes. Customer’s billing disputes or request for adjustments, together with all supporting documentation, must be made in good faith, and must be received in writing by G12 within thirty (30) days from the date of the invoice, or Customer’s right to raise such billing disputes is waived. Customer shall otherwise timely pay any undisputed amount. If G12 determines that a disputed charge was billed in error, G12 will issue a credit to reverse the amount that was incorrectly billed. If G12 determines that the disputed amount was billed correctly, G12 will inform Customer of such determination and provide Customer proof of correct billing. If Customer does not accept such proof as definitive, the dispute will be escalated for an officer review/resolution with G12 and Customer in accordance with this Agreement. In the event that the escalated dispute is resolved against Customer, or in the event that Customer accepts the foregoing proof as definitive (or if Customer fails to notify G12 within thirty (30) days that Customer does not accept proof as definitive), Customer shall pay the previously disputed amount within ten (10) days thereafter.
- Resolution of Disputes. Except as otherwise provided herein, any disputes, controversy or claim (individually and collectively referred to hereinafter as a “Dispute”) arising under this Agreement shall be resolved in accordance with the procedures set forth herein. In the event of a dispute, and upon the written request of either Party, each of the Parties shall appoint, within five (5) business days after a Party’s receipt of such request, a designated representative who has authority to settle the Dispute and who is at the higher level of management than the persons with the direct responsibility for administration of the Agreement. The designated representatives shall meet as often as they reasonably deem necessary in order to discuss the Dispute and negotiate in good faith in an effort to resolve such Dispute. The specific format for such discussions will be left to the discretion of the designated representatives; however, all reasonable requests for relevant information made by one Party to the other shall be honored. If the Parties are unable to resolve issues related to the Dispute within thirty (30) days after a Party’s request is made for appointment of designated representatives as set forth above, either Party may seek any relief to which it is entitled, whether at law or in equity.
- Upgrades and Downgrades. An “Upgrade” is defined as a change to Customer’s existing Services, agreed to by G12, that will result in the increase in Customer’s Monthly Recurring Charges and/or Non-Recurring Charges. If the Customer Upgrades the Services, Early Termination Charges will not be assessed. However, Customer will be required to purchase the Upgrade for a term commitment that extends at least to the end of Customer’s existing Service Term. A “Downgrade” is defined as a change to Customers’ existing Services or partial disconnect, agreed to by G12, that results in a decrease in Customers Monthly Recurring Charges. If Customer Downgrades the Services before the end of the Service Term, G12, in its sole discretion, may charge Customer Early Termination Charges. Customer shall provide G12 with thirty (30) days prior written request for all Downgrades and G12 may, in its sole discretion agree to or deny such request. Any Downgrade of a Service must have a Term that extends at least to the end of Customer’s existing Service Term.
- G12 Owned Customer Premise Equipment. Any equipment installed by G12 to perform the Services under this Agreement and associated software, which was not purchased by the Customer, is the sole property of G12, and is referred to as “Customer Premise Equipment” or “CPE”. For the Service Term, G12 grants Customer a limited, personal, revocable, non-exclusive license to use the CPE provided in conjunction with the Service solely for Customer’s own internal business use that may not be assigned, sold, sublicensed or transferred. Upon termination of the Service, all of Customer’s rights with respect to CPE will immediately terminate. Except as expressly provided herein, the limited license granted to Customer does not convey any ownership or other rights, express or implied in the CPE or in any Intellectual Property. G12 has the right to access, maintain, remove, replace or take any other action in connection with the CPE at any time for any reason. At all times Customer shall: (1) refrain from physically tampering with or modifying CPE, or authorizing another to do the same; and (2) provide G12 with reasonable, sufficient, and necessary access to Customer’s facilities in order for G12 to fulfill its obligations under this Agreement. Customer shall provide G12 reasonable and necessary access to G12 CPE at all reasonable times in the event G12 needs to retrieve the CPE during, or upon the expiration or termination of the applicable Service Term. Customer also agrees to cooperate with G12 in all communications with the landlord at the Customer’s premises if requested by G12 even after the expiration or termination of the applicable Service Term so that G12 may retrieve physical possession of the CPE. Customer shall be responsible for any and all damages to the CPE, caused by Customer or its end-users. Furthermore, G12 will not be responsible for any interference or interruption in Services that are related to or caused by CPE. Customer is responsible for the initial and ongoing configuration of any equipment provided by Customer. If any equipment provided by Customer is not compatible or may not be used with the Services, and Customer terminates the Service as a result, Customer will be responsible for all Non-Recurring Charges for the Services that are noted on the SOF, as well as Early Termination Charges and any third-party costs G12 may have incurred.
- Limitation of Liability. G12 AND IT’S OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS AND SUPPLIERS (“G12 ENTITIES”) SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING: (1) THE CONTENT OF THE INFORMATION PASSING OVER G12 NETWORK; (2) UNAUTHORIZED ACCESS TO CUSTOMER TRANSMISSION FACILITIES OR TO CUSTOMER OWNED EQUIPMENT; (3) UNAUTHORIZED ACCESS OR DAMAGE TO, ALTERATION, THEFT, DESTRUCTION OR LOSS OF CUSTOMER RECORDS OR DATA; (4) CLAIMS FOR DAMAGES CAUSED BY CUSTOMER, THROUGH FAULT, NEGLIGENCE OR FAILURE TO PERFORM CUSTOMER’S RESPONSIBILITIES; (5) CLAIMS AGAINST CUSTOMER BY ANY OTHER PARTY; (6) ANY ACT OR OMISSION OF ANY OTHER PARTY FURNISHING SERVICES TO CUSTOMER, OR THE INSTALLATION AND /OR REMOVAL OF ANY AND ALL EQUIPMENT SUPPLIES BY ANY OTHER SERVICES PROVIDER, INCORRECT PUBLICATION LISTINGS OR ADVERTISEMENTS OF PHONE NUMBERS; (7) CLAIMS FOR ANY LOSS OR DAMAGES RELATED TO ANY DELAY IN INSTALLING OR TERMINATING THE SERVICE, OR (8) CLAIMS FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE AGGREGATE LIABILITY OF ALL G12 ENTITIES, IF ANY, ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS, OR DEFECTS IN THE SERVICE OR EQUIPMENT PROVIDED BY G12 ENTITIES SHALL IN NO EVENT EXCEED THE MONTHLY RECURRING CHARGES FOR THE SERVICE PAID BY THE CUSTOMER DURING THE AFFECTED TIME PERIOD (NOT TO EXCEED 12 MONTHS) THAT IS THE SUBJECT OF THE CLAIM AND CUSTOMER WAIVES ANY AND ALL CLAIMS FOR SUMS IN EXCESS OF THAT AMOUNT. IF ANY LIABILITY IS IMPOSED ON G12 ENTITIES, SUCH LIABILITY SHALL BE LIMITED AS PROVIDED IN THIS AGREEMENT, WHICH SHALL BE G12 ENTITIES’ SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY PERFORMANCE, NON-PERFORMANCE, OR NEGLIGENCE OF G12 ENTITIES UNDER THIS AGREEMENT. TO THE EXTENT PERMITTED BY LAW, ANY LIABILITY OF G12 ENTITIES SHALL BE LIMITED TO DIRECT AND ACTUAL DAMAGES ONLY AND G12 ENTITIES SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD-PARTY WITH RESPECT TO ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE OR FOR THE LOSS OF REVENUE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF POTENTIAL BUSINESS, REPLACEMENT COST OR COVER, OR ECONOMIC LOSS OF ANY KIND FOR ANY REASON WHATSOEVER, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF G12 ENTITIES HAVE BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF – OR COULD HAVE FORESEEN SUCH COSTS, LOSSES, OR DAMAGES. THIS LIMITATION AND WAIVER ALSO APPLIES TO ANY CLAIMS YOU MAY BRING AGAINST ANY OTHER PARTY TO THE EXTENT THAT G12 ENTITIES WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM. TO THE EXTENT PERMITTED BY LAW, YOU AND WE EACH ALSO AGREE THAT ALL CLAIMS MUST BE BROUGHT WITHIN 2 YEARS OF THE DATE THE CLAIM ARISES.
- Liability of Customer. To the maximum extent permitted by law, Customer shall indemnify, defend and hold harmless, individually and collectively, G12 Entities from and against any and all liability, claims, losses (including loss of profits, revenue and goodwill), damages, fines, penalties, injuries to persons or property, costs, and expenses (including reasonable attorneys’ fees and dispute resolution expenses) made or asserted against G12 Entities by any third-party that arises out of, or is directly or indirectly related to: (i) breach of the Agreement or Service by Customer or any users of the Service; (ii) breach of any representations or warranties by Customer; (iii) use of or reliance upon the Service by Customer or any third party; (iv) any negligent acts, omissions to act or willful misconduct by Customer or any users of the Service; (v) the inability to use the Services or failure or outage of the Service for any reason, including but not limited to those related to calling 911, E911 or other emergency responders; (vi) use of the Services in connection with a violation of any applicable Laws (defined below); (vii) misappropriation, breach, violation, or infringement of any right, title or interest of any third party, including but not limited to, contractual rights, Intellectual Property rights, rights of privacy, and rights of publicity and personality; or any act or omission of Customer, its users or customers. Additionally, the Customer shall reimburse G12 Entities for damage to G12 facilities or due to any malfunction of any facilities or equipment provided by an entity other than G12 for the damages to the extent of such payment.
- Warranties. G12 DOES NOT WARRANT UNINTERRUPTED OPERATION, DEGRADATION, DELAY, INTERRUPTION, ERROR OR OMMISSION OF THE SERVICES, SOFTWARE OR EQUIPMENT OR LOSS OF CONTENT, DATA OR INFORMATION. G12 COMMUNCATIONS SPECIFICALLY DISCLAIMS AND CUSTOMER WAIVES ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR ANY WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
- Letters of Authorization. Customer will be required to execute a Letter of Authorization (“LOA”) in the event Customer seeks G12 to act as an authorized agent for ordering and coordination of local and long distance access circuits for services outside of this Agreement. The LOA, when executed, shall be incorporated into this Agreement by reference.
- E911 Disclosure Statement. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE VOIP TELEPHONY SERVICES MAY, UNDER CERTAIN CIRCUMSTANCES, HAVE SIGNIFICANT LIMITATIONS WITH RESPECT TO 911 AND E911. THE 911 NOTICE DESCRIBES SOME OF THOSE CIRCUMSTANCES AND CONTAINS SIGNIFICANT INFORMATION, REQUIREMENTS AND LIMITATIONS OF LIABILITY WITH RESPECT TO 911 AND E911. CUSTOMER AGREES TO ALL OF THE TERMS AND CONDITIONS OF THE 911 NOTICE, THAT IT IS A MATERIAL PART OF THIS AGREEMENT AND THAT G12 WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT CUSTOMER READING AND AGREEING TO IT.
- Deposit. G12 reserves the right to withhold initiation of full implementation of the Services until G12 has conducted a credit review of Customer. Depending on the credit review, G12 may require Customer to provide G12 a security deposit. If Services are being provided to Customer without a security deposit and then Customer fails to pay any sums when due, G12 may require that Customer provide a security deposit as a condition for continued Service and if Customer refuses to provide the requested deposit G12 may terminate any or all Services to Customer and Customer will be responsible for any Early Termination Charges as a result of such termination.
- Transfer and Assignment. Customer may not sell, assign or transfer any of Customers rights or obligations under this Agreement without G12 prior written consent. G12 may assign this Agreement upon notice to customer.
- Force Majeure. Any delay, interruption, or nonperformance of any provision of this Agreement on the part of G12 caused by conditions beyond G12 Communication’s reasonable control shall not constitute a breach of the Agreement, and the time for performance of such provision shall be deemed to extend for a period equal to the duration of the conditions preventing performance. Such examples include but are not limited to, acts of god, elements, weather conditions, earthquakes, settlements, fire, accidents, power failures, cable cuts caused by third-parties, acts or omissions of governmental authorities, moratoriums or injunctions related to the construction and shortage of labor and materials.
- Installation Requested Information. In order to install Customer’s Service, G12 may need Customer to provide G12 with certain information to enable the Services to be provisioned. Customer will be required to provide the requested information in a timely fashion, as time is of the essence with respect to this information. If G12 does not receive the required information in a commercially reasonable time frame, and Customer terminates the Service, Customer will continue to be responsible for all Non-Recurring and Early Termination Charges.
- Press Release Announcements, Publicity and/or Trademarks. Customer agrees that G12 may issue a press release announcing the relationship between the parties and may use, copy, transmit, display, and distribute Customer name, logo, quotes, case studies and testimonials in connection with G12 services. Such use shall include but not be limited to sales materials, websites, advertising and other associated activities involving applicable external communications, using all media known and hereafter developed following effectiveness of this Agreement, provided that any press releases, public announcements, postings or other advertising or public relations activities concerning this Agreement or the relationship between Customer and G12 must be reviewed and approved by both parties in advance. Customer agrees to provide comments of approval or changes within forty-eight (48) hours of receipt or request for such approval. Customer hereby grants to G12 a non-exclusive, non-transferable license, without the right to sublicense, to use Customer’s name and logo in connection with publicity and marketing materials, provided that any use of Customer’s name or logo must be approved in writing by Customer in advance and used in accordance with Customer’s guidelines for logo use.
- Notices. Except as otherwise provided herein, all notices, with the exception of invoices and requests for payment, given in connection with this Agreement shall be made in writing and either delivered in person, or by recognized overnight courier service, or sent via first class, postage prepaid, certified mail, return receipt requested. All notices will be sent to the address set out on the SOF. Invoices and requests for payment may be delivered in writing or electronically, including email or email attachments, and such email or email attachment will be deemed delivered when sent. All notices, including but not limited to invoices, will be deemed served relative to the date of personal delivery, the first business day after the date notice is sent via overnight mail, on the third (3rd) business day after notice is sent via first class U.S. main Delivery. All notices to G12 should be addressed to G12 Communications, LLC, 150 Lake Street South, Kirkland, Washington 98033, attention Customer Care. All legal notices and copies of notices shall be sent to G12 Communications, 150 Lake Street South, Kirkland, Washington 98033, attention President. The notice address as provided above may be changed by written notice given as provide above.
- Governing Law and Venue. This Agreement shall be construed and governed in accordance with the laws of the state of Washington and venue for any actions arising under this Agreement shall be in the courts of King County, Washington.
- Entire Agreement. This Agreement is the complete agreement between the parties concerning any telecommunications services provided by G12 hereunder, and replaces any prior oral or written communications between the parties. Except for prior obligations of confidentiality and/or nondisclosure, there are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified in this Agreement.
- Addition/Modification. Except as set forth in the Agreement, the Agreement can only be modified, amended or waived through a writing signed by an authorized employee of each party. G12 reserves the right to change its fees and charges upon notice to Customer provided that such changes will not affect any Service Orders until expiration of the then-current Service Term. G12 further reserves the right to alter or eliminate Services or to change or eliminate areas where G12 provides service upon thirty (30) days prior written notice to Customer provided that such changes will not affect any Service Orders until expiration of the then-current Service Term.
- Severability. In the event that any of the terms of this Agreement or the applications of any such term shall be invalid by any court of any competent jurisdiction, the remaining terms of this Agreement or their application shall not be affected thereby and shall remain in full force and effect.
- Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one Agreement. Facsimile signatures and electronic signatures (including electronically transmitted signed documents) shall be accepted and treated the same as an original.
- Compliance With Laws. Customer represents and warrants that Customer and all use of the Service will at all times comply with all applicable laws, rules and regulations including but not limited to the rules, policies and regulation of the Federal Communications Commission (“FCC”), and all laws relating to Do-Not-Call provisions; unsolicited marketing; faxing; telemarketing; email marketing; spamming or phishing; data security or privacy; international communications; account or debt collection; recording of calls or conversations; export control; export of technical or personal data; end user, end-use, and destination restrictions imposed by the United States or foreign governments; consumer protection; pornography; trade practices; false advertising; unfair competition; anti-discrimination; harassment; defamation; intellectual property; or securities, electronic commercial communications, telemarketing and other similar laws, which include without limitation the U.S. Telephone Consumer Protection Act of 1991, U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and the Canada Anti-SPAM Legislation, if applicable, and each as amended (“Laws”). Customer agrees to indemnify, defend and hold harmless G12 and any third-party provider(s) from any and all claims, losses, damages, fines, or penalties arising out of Customer’s or its user’s violation or alleged violation of any Laws.
- Recording Calls. Certain Services may enable Customer and its users of the Service to record calls or other communications and that the recording of such calls is solely under Customer and its users control. Customer acknowledges that certain Laws impose requirements, restrictions and prohibitions with respect to recording calls or communications, including without limitation, notice and consent from all of the entities on the call prior to recording the call or communication and Customer acknowledges that it is solely responsible for informing itself and its users of the Service of such Laws. Customer represents and warrants that Customer and all other users of the Service will, at all times, comply with all Laws with respect to recording calls.
- No Storage of Personal Health Information. Customer acknowledges and agrees that the Services are not designed, intended, or recommended to store “protected health information,” as defined under the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and similar legislation in other jurisdictions, and the regulations promulgated pursuant thereto (such laws and regulations, “HIPAA”; such information, “PHI”) and Customer represents and warrants that its Services will not be used for such purpose.
- Survival. All provisions of the terms and Conditions in the Agreement, which by their nature should survive, shall survive termination of Services or the Agreement, including without limitation, ownership provisions, warranty disclaimers, limitations of liability, indemnities, accrued rights (including any payment obligations).