FOREWORD. These Terms of Service constitute the agreement between Telecom Management Group, Inc. (TMG) and the user of Telecom Management Group, Inc.’s communications services and any related products or services. This agreement governs both our service and any TMG-approved or TMG-provided devices used with our service. It applies to all lines on each TMG account. TMG is sometimes referred to as “we,” “us,” “our,” or “Telecom Management” and the user is sometimes referred to as “you,” “your,” or “user,” or “customer”. By subscribing to or using our service, you agree to these Terms of Service. All information linked to these Terms of Service is part of it.
TERM. The term of this agreement shall begin upon the online signup date and continue for a period of one (1) month thereafter (“Initial Term”) unless earlier terminated under the terms of this Agreement. Following the Initial Term, the agreement shall automatically renew for continuous one (1) month terms (each, a “Renewal Term”) unless written notice of intent to terminate is given no less than fifteen (15) calendar days before the end of the then current Initial Term or Renewal Term by the terminating Party.
INVOICE AND PAYMENT.
Customer will be invoiced monthly for all provided services. Services are offered on a prepaid basis requiring a valid credit card stored on file. The credit card on file will be used for automatic and one-time payments to keep the Customer’s account at the Target Balance. Target Balance is based on projected usage of service commensurate to the permitted simultaneous calls and daily call volume. The Prepaid Target Balance will be set at $25.00. With a Prepaid Target Balance of $25.00, Customer is authorizing the credit card on file to be charged to bring the account’s credit balance to this amount. The system will calculate the difference between the current account balance and the Prepaid Target Balance and charge the credit card on file that amount. The Prepaid Replenish Trigger (also known as the Threshold) will be set at $0.01. This is used to determine the circumstances in which the system should charge the credit card on file. For example, the Prepaid Replenish Trigger is set for $0.01. When the account balance reaches $0.01, the system will automatically charge the card on file to bring the account balance back up to the Prepaid Target Balance of $25.00 (resulting in a $25.00 payment). This replenishment will occur automatically, one-time per day. If the cost of usage exceeds the estimated threshold more than once per day, the client can login to the account and make a one-time payment. Additionally, if the usage regularly exceeds the projected amount, Customer can request an increase to the Prepay Target Balance to automatically replenish the credit. TMG reserves the right to revise the Prepaid Target Balance and Prepaid Replenish Trigger at its discretion.
Total due at Contract Signing: $25.00
Customer will pay the fees described in this Agreement.
Customer will bear all taxes, duties, and other government charges relating to the Services (including interest and penalties to the extent caused by Customer’s actions or omissions), except taxes based on TMG’s income. Customer will support any TMG claim of tax exemption with appropriate
Interest will accrue on past-due balances as of the date of delinquency at the higher of:
one and one-half percent (1.5%) per month, or
the highest rate permitted by applicable law. Service may immediately be suspended for non-payment or exceeding customers credit limit without notice. If Services are suspended due to nonpayment of fees or exceeding customer’s credit limit and subsequently reconnected, a reconnection fee or deposit may apply, in addition to applicable interest.
Customer unconditionally guarantees that the Customer will timely perform all obligations under this agreement and waives any notification if the Customer is in default and consents to any extensions or modifications granted to the Customer. In the event of a default, the Customer will immediately pay all sums due under the terms of this Agreement without requiring TMG to proceed against Customer, any other party or equipment. Customer consents to personal jurisdiction, venue, choice of law and jury trial waiver as stated in this agreement and agrees to pay all costs and expenses, including attorney’s fees, incurred by TMG related to this
During the course of this Agreement, either Party may receive or have access to Confidential Information of the other. “Confidential Information” means any confidential information or data disclosed by a Party (“Disclosing Party”) to the other Party (“Recipient”) under or in contemplation of this Agreement, which
if in tangible form or other media that can be converted to readable form is clearly marked as Confidential, proprietary, or private when disclosed; or
if oral or visual, is identified as Confidential, proprietary, or private on disclosure. The terms “Disclosing Party” and “Recipient” include each Party’s corporate affiliates that disclose or receive Confidential Information. Each Party will cause its affiliates to comply with the obligations of this Section 4, and each Party agrees that it is responsible for its affiliates’ compliance with this Section 4. Actions or omissions by a Party’s affiliate, that if taken by said Party would constitute a breach of this Section 4, will be considered actions or omissions of said Party. The Recipient acknowledges the economic value of the Disclosing Party’s Confidential Information.
The Recipient therefore, will:
use the Confidential Information only in connection with the Recipient’s performance of its obligations or in exercising its rights under this Agreement;
restrict disclosure of the Confidential Information to employees of the Recipient and its affiliates with a “need to know” and not disclose it to any other person or entity without the prior written consent of the Disclosing Party;
advise those employees who have access to the Confidential Information of their obligations with respect thereto;
treat the Confidential Information with at least the same degree of care to avoid disclosure to any third party as is used by Recipient with respect to its own information of like importance which is to be kept secret; and
copy the Confidential Information only as necessary for those employees who are entitled to receive it and ensure that all confidentiality notices are reproduced in full on such copies.
For the purposes of this Section 4 only, “employee” includes third parties retained by the Parties for temporary consultative, administrative, clerical, programming or related Services support. A “need to know” means that the employee reasonably requires the Confidential Information to perform his or her responsibilities in connection with this Agreement.
“Confidential Information” will not include, and the obligations of this Section 5 will not apply to, any information or data which the Recipient can demonstrate:
is available to the public;
becomes available to the public through no breach of this or any other agreements between the Parties;
before its disclosure hereunder, was known by the Recipient without any obligation owing to the Disclosing Party (directly or indirectly) to hold it in confidence;
is received from a third party who does not owe any duty to the Disclosing Party (directly or indirectly) with respect to such information;
is independently developed by the Recipient without the use of Confidential Information of the Disclosing Party; or
is approved for release by written authorization of the Disclosing Party but only to the extent of such authorization and without any disassembly, reverse engineering, or similar undertaking by Recipient. If Recipient is required by law or regulation to disclose Confidential Information of the Disclosing Party, Recipient may do so, but only to the extent and for the purposes of such required disclosure, and only if the Recipient first promptly notifies the Disclosing Party of the need for such disclosure and allows the Disclosing Party a reasonable opportunity to seek an appropriate protective order.
Confidential Information, including copies, will be deemed the property of the Disclosing Party. The Recipient will, within twenty (20) days of a written request by the Disclosing Party return all Confidential Information (or any designated portion thereof), including all copies thereof, to the Disclosing Party or if so directed by the Disclosing Party, destroy such Confidential Information. The Recipient will also, within ten (10) days of a written request by the Disclosing Party, certify in writing that it has satisfied its obligations under this Section.
TMG warrants that Services
will meet the applicable specifications in the Agreement; and
will be provided in a professional and workmanlike manner by individuals with suitable skills and abilities. TMG will use commercially reasonable efforts to re-perform any Services not meeting this limited warranty promptly following notice from Customer. Except as provided in an Attachment, Services will be deemed accepted when performed. TMG does not warrant products, equipment, hardware, or software not manufactured or managed by TMG, but will, to the extent permitted, assign to Customer any warranties given to TMG by the applicable vendor(s).
EXCEPT AS EXPRESSLY PROVIDED HEREIN, TMG MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE REMEDY STATED ABOVE IS CUSTOMER’S SOLE REMEDY FOR A BREACH OF WARRANTY. TMG EXPRESSLY DENIES ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE SERVICES OR RELATED SYSTEMS WILL OPERATE UNINTERRUPED OR ERROR-FREE.
LIMITATION OF LIABILITY.
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING COST OF
EACH PARTY’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIM RELATING TO SERVICES OR THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE SUM OF THE FEES PAID BY CUSTOMER FOR THE APPLICABLE SERVICES IN THE ONE MONTH IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT
THE FOREGOING LIMITATIONS OF LIABILITY IN SECTION ABOVE, WILL NOT APPLY FOR CLAIMS RELATING TO VIOLATIONS OF TMG’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING SOFTWARE), THE PARTIES’ OBLIGATIONS IN THE SECTIONS “CONFIDENTIALITY” AND “INDEMNIFICATION”, AND MAY BE FURTHER LIMITED BY FEDERAL, STATE OR LOCAL LAW. ALL OF THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY, HOWEVER, WHETHER THE APPLICABLE CLAIM IS BASED ON LOST GOODWILL, LOST PROFITS, LOSS OF USE OR PERFORMANCE OF ANY PRODUCTS, SERVICES, OR OTHER PROPERTY, LOSS OR IMPAIRMENT OF DATA OR SOFTWARE, OR OTHERWISE, AND WHETHER THE APPLICABLE CLAIM ARISES OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT, (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.
TMG and Customer agree to indemnify and hold harmless the other, its respective officers, agents, employees, contractors, subcontractors, suppliers, invitees, and representatives, from and against any and all third party claims, including without limitation claims by Customer’s customers, of loss, damages, liability, costs, and expenses (including reasonable attorneys’ fees and expenses) for physical injury or death or damage to real property to the extent caused by the indemnifying Party’s gross negligence or willful misconduct. If the indemnifying Party acknowledges in writing its obligations under this Section, the indemnifying Party will have the right to conduct the defense of such claim or action and all negotiations for settlement or compromise. However, the indemnified Party, at its own expense, may participate in the defense of any such proceeding through counsel of its own.
If either Party defaults in the performance of any material provision of any Attachment or this Agreement, and such default is not cured within
for late payments, ten (10) days;
for all other matters, thirty (30) days, after notice specifying, in reasonable detail, the nature of the default, then the non-defaulting Party may by further notice terminate for cause the Attachment or, if such breach affects the entire Agreement, this Agreement. Where TMG is the defaulting Party, the cure period will extend for up to thirty (30) more days if TMG notifies Customer that TMG has commenced cure activities and continues to use good faith efforts to cure the default. On termination by TMG for Cause or by Customer without cause, Customer will pay as liquidated damages and not as a penalty the sum of all remaining recurring Service fees (as well as any past due balances) due under the remaining term(s) of the affected Attachment(s), and any waived setup fees. Termination of one Attachment will not affect any other Attachment. TMG may terminate this Agreement, or any Service, or both, immediately on notice if Customer
fails to make any payment due under this Agreement,
fails to provide security or additional security within the timeframe required under Section 3, or
fails to meet any monthly minimum charge or threshold as set out in this Agreement or the applicable Service Appendix/Exhibit.
TMG will have and retain full and exclusive ownership of all intellectual property rights associated with any design, data, specification, know-how, software, device, technique, algorithm, method, discovery or invention, whether or not reduced to practice, relating to an
Service, including any TMG work product,
result of a Service,
joint development, and/or
enhancement or improvement to or derivative of any of the foregoing (collectively, “TMG Property”). The intellectual property rights associated with TMG Property are referred to collectively as “TMG IP”. Except as provided in an Attachment, Customer receives no right, title or interest in or license to use any TMG IP. However, Customer does receive a non-exclusive, nontransferable, terminable license to use such of the TMG IP that is necessary for Customer to exercise its rights hereunder, but solely in connection with and only for the term of the applicable Service and subject to the terms of any applicable Attachment. Customer will not allow access to TMG Property, including without limitation, software and systems, by anybody other than Customer’s employees and subcontractors who
are bound by law or written agreement to comply with Customer’s duties under this Agreement with respect to TMG Property and Confidential Information, and
require such access to assist Customer in its permitted use thereof. Customer will not directly or indirectly reverse engineer, decompile, disassemble or copy any TMG Property. Customer will return all TMG Property to TMG at the conclusion of the applicable Service. Customer will cooperate to take such actions reasonably requested to vest ownership of TMG IP and TMG Property in
Force Majeure. Services may be impeded by events outside of TMG’s reasonable control, including acts of God, floods, fires, hurricanes, earthquakes, acts of war or terrorism, technology attacks, labor actions, failure of third-party suppliers, or changes in applicable laws and regulations. Failure to provide the Services due to a force majeure event will be
All notices required hereunder will be made in writing to the addresses below the signature line. Notices will be acceptable only if provided as follows, and will be deemed given:
one (1) day after deposit with an overnight courier, charges prepaid;
three (3) days after mailing by first class, certified, or registered U.S. Mail, charges prepaid, return receipt requested; and
when delivered by hand, email or by facsimile with confirmed receipt.
Independent Contractors. The Parties are independent contractors, and nothing herein will be construed to any other effect. Each Party alone will determine, supervise and manage the method, details, and means of performing its obligations. Except as agreed in writing, neither Party will act or attempt to act or represent itself, directly or by implication, as the other Party’s agent. Each Party will be solely responsible for the withholding and payment of all applicable federal, state, and local taxes for its own employees.
Except as specified in an Attachment, neither Party is bound by any exclusivity to the other under this Agreement.
No Third Party Beneficiaries. This Agreement benefits Customer and TMG. There are no intended third party beneficiaries, including without limitation Customer’s
SEVERABILITY; NO WAIVER.
Any provision of this Agreement that is prohibited or unenforceable will be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions. No course of dealing or failure of a Party to enforce strictly any term or provision of this Agreement, or to exercise any right, obligation, or option provided hereunder, will waive such term, provision, right, obligation, or
In this Agreement, the term “including” means “including, without limitation”, and the term “days” refers to calendar days. This Agreement and each Attachment is the joint work product of TMG and Customer, and no inference may be drawn or rules of construction applied against either Party to interpret ambiguities. Should the terms of this Agreement and an Attachment conflict, the terms of the Attachment will govern for that Attachment only. No preprinted or form terms on a purchase order will
This Agreement will be binding on the successors and assigns of both Parties, provided, however, Customer will not assign, delegate or transfer this Agreement (an “Assignment”) without TMG’s prior written consent. Such consent will not be required, however, for an assignment involving a sale of all of Customer’s stock or a substantial portion of Customer’s assets that relate to this Agreement. Any other assignment or transfer will be void and of no effect.
GOVERNING LAW; VENUE.
All questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement, shall be governed by the laws of the State of Illinois Northern District applicable to contracts made and wholly to be performed in such state. Both parties agree to submit to the jurisdiction of the state of Illinois, Circuit Court of DuPage County, and that only this Court shall adjudicate any disputes among the parties.
Either Party will be entitled to immediate injunctive relief in addition to any other rights and remedies available to it at law or in equity, without the posting of a bond or demonstration of irreparable harm, for breach by the other Party of Section 4 or 9 above. Except as stated herein, the rights and remedies of each Party are cumulative, and are in addition to any other rights or remedies available at law or in equity.
LAWS, REGULATIONS, PERMITS.
Each Party will comply, at its own expense, with all applicable federal, state, county, and local ordinances, regulations, and codes in performing its obligations hereunder. Each Party represents that it has or will obtain all consents, licenses, permits and certificates required to receive or perform the Services and to do business in the United States. If TMG reasonably believes that continued performance of the Services would cause TMG or Customer to be in violation of any applicable law, statute, ordinance, court order or regulatory agency rules, TMG may cease performing the applicable Service(s) to the extent reasonably required to correct or avoid the violation.
ADVERTISING AND PUBLICITY.
Except for materials already made public, neither Party will distribute any news releases, articles, brochures, speeches, or advertisements concerning this Agreement, nor use the other Party’s name or trademarks (or any variation thereof), without the other Party’s prior written consent, not to be unreasonably withheld or delayed.
Each Party represents to the other that
it has full authority to enter into and perform under this Agreement
the person signing this Agreement on its behalf is properly authorized; and
it has read this Agreement, understands it, and agrees to be bound by all of its terms, conditions, and provisions.
Sections 4, 5, 7, 9, 10 and 11 will survive the expiration or termination of this Agreement or any
TMG will provide Customer with SIP Trunking services. This is a version of VOIP, specifically designed to make and deliver phone calls. SIP stands for “Session Initiation Protocol.
TMG will provide Customer with a SIP Interface. The SIP interface will include functionality such as:
Ability to initiate a Port-IN request for toll free and local DID numbers
Ability to manage number routing
Review recent call detail records
Manage user login information
Update payment information
BROADBAND SERVICE AND EQUIPMENT REQUIREMENTS.
To use the Services, Customer must have broadband Internet access service (“Broadband Service”). Broadband Service will not be provided by TMG as a Service. To use the SIP Service, an integrated access device (IAD) and/or other equipment (the “Equipment”) may need to be installed at Customer’s premises. Customer is responsible for installation of the Equipment. At all times, such Equipment is and shall remain the property of Customer and shall not be considered TMG’s equipment or a fixture. Customer bears all risk of loss, seizure, or damage to the Equipment while it is in Customer’s possession, custody or control.
LEGAL AND REGULATORY MATTERS.
TMG shall comply with all applicable laws, rules and regulations relating to the responsibilities expressly assumed by TMG in the delivery of Service under this Service Schedule. Customer shall comply with all applicable laws, rules and regulations relating to the responsibilities expressly assumed by Customer under this Service Schedule and such other services and functionality that the Customer may include in the delivery and resale of TMG Service to its end users. Each party (“indemnifying party”) agrees to indemnify, defend and hold harmless the other party, its Affiliates and their officers, directors, employees and agents from and against any third party claim related to or arising out of the indemnifying party’s breach of its obligation under this Service Schedule.
FRAUDULENT USE OF SERVICE.
The parties shall jointly cooperate and work together in good faith to identify fraudulent use of any service and to take all appropriate and necessary action in response to any such fraudulent use. Customer and not TMG shall bear the risk of loss arising from any unauthorized or fraudulent usage of the Services provided under this
TMG will invoice Customer, and Customer agrees to pay TMG the following charges for all TMG Services provided by TMG to Customer:
non- recurring charges as set forth in the Customer Order, Exhibit A attached hereto;
monthly recurring charges as set forth in the Customer Order, Exhibit A attached hereto, or as otherwise agreed between the parties in writing. In addition to the foregoing, Customer may be obligated to pay additional charges as more particularly described in Exhibit A hereto.
Service Availability Service Level. The Availability Service Level for the TMG SIP INTERFACE and underlying switch is 99.90%. The TMG SIP INTERFACE and underlying switch is considered unavailable if such Service is unable to send and receive traffic for reasons other than an Excused Outage. In the event that the TMG SIP INTERFACE becomes unavailable for reasons other than an Excused Outage, Customer will be entitled to a service credit off of the MRC associated with the affected TMG SIP INTERFACE based on the cumulative unavailability of the affected TMG SIP INTERFACE in a given calendar month as set forth in the following table:
Unavailability (in hrs:mins:secs)
Service Level Credit
0:00:01 – 24:00:00
24:00:01 – 48:00:00
48:00:01 – 72:00:00
72:00:01 – 96:00:00
96:00:01 or greater
Customer will not be entitled to a Service Level credit associated with planned maintenance and system upgrades or any other Service Level under this Section to the extent any such failure arises out of or is related to the unavailability event giving rise to credits under this Availability Service Level.
Customer will be enrolled for access to the SIP INTERFACE by TMG, for one individual who is authorized to access and use the interface on behalf of Customer. Customer shall have the right to edit the Authorized User information from time to time at Customer’s discretion.
Customer agrees that the person using the interface username and password is the Authorized User assigned to that username and password, and has the access rights and authority to bind Customer consistent with the access rights and authority assigned by Customer to that Authorized User.
Customer shall be responsible for the confidentiality and use of the interface username, password and other security data, methods and devices provided by TMG to Customer for use by the Authorized User. Customer shall be responsible for the cost of replacing any security devices lost or stolen after delivery by TMG to Customer. Customer shall immediately notify TMG if there is any unauthorized use of Customer’s username(s), password(s) and other security data, methods or
EMERGENCY 911 SERVICES.
Emergency 911 services (including without limitation Enhanced 911 (E911) services) that may be provided by TMG in connection with the Services may differ in certain respects from the emergency calling services provided by a traditional wire-line telecommunications provider. These differences may adversely affect the availability and/or timeliness of the provision of 911 services to Customer or others in the event of an emergency. Customer may have to enable 911 services on its devices or Services account. 911 dialing is not automatic. When a user dials 911 using the Services, the user will be routed to the general telephone number for the public safety answering point (PSAP) or local emergency service provider (which may not be answered outside business hours), and may not be routed to the 911 dispatcher(s) who are specifically designated to receive incoming 911 calls using traditional wire-line telecommunications 911 dialing. TMG relies on third parties for the forwarding of information underlying the routing of 911 calls, and accordingly TMG disclaims any and all liability or responsibility in the event such information is incorrect or delayed, or in the event the routing of a 911 call fails. In addition, due to limitations in technology, the location reported by TMG to the public safety dispatcher for Customer’s telephone may not include the Customer’s specific office or other location within a business premises. Due to the inherent limitation in TMG’s provision of 911 services, CUSTOMER SHOULD ALWAYS HAVE AN ALTERNATE MEANS OF ACCESSING EMERGENCY 911 SERVICES.
A Rogue 911 call is any call placed to 911 through UniTel Voice from an unregistered ANI (CallerID). Rogue 911 calls are subject to a fee of up to $300 per our terms of service. To avoid Rouge 911 charges please ensure that any call sent from your system to UniTel Voice uses a registered ANI. For information on how to register a DID for 911 with UniTel Voice please contact the Support Team. If you do send a 911 call to UniTel Voice from an unregistered ANI, you will be assessed a $300 fee, and an email will be sent to you advising of the call and the CallerID used for the call. If you have setup e911 services through the UniTel Voice procedure, be sure to test that your number is correctly registered by dialing 933, and ensuring that the address recorded is accurate.
Locations of Users. Customer is responsible for the accurate reporting of the physical location where the Services are to be used and for instructing each employee, agent and contractor that he/she must provide TMG with the specific location in which he/she is located within the Customer’s premises in the event of an emergency. Customer is required to maintain valid E911 addresses for each of Customer’s physical locations where the Services are deployed. Should an emergency arise, emergency services may be delayed or may be unable to respond to Customer’s needs if Customer’s account does not have a valid E911 address on file. Failure to provide and maintain valid and current information as to the physical location of the telephone(s) could result in a $300.00 charge to the Customer’s account. In the event that any equipment used in connection with the Services is moved to another location, Customer is responsible for notifying TMG and updating Customer’s account records to reflect the new address where the Services are to be provided, and for instructing each employee, agent and contractor that he/she must update TMG promptly when such employee, agent or contractor changes the physical location to which the Services are being provided. Even though Customer will be able to use the Services in the event Customer changes the physical location where the Services are to be provided, failure to update emergency dispatch information promptly could result in the failure to dispatch.
As indicated in Sections 12a and 12b, TMG’s provision of Enhanced 911 service has several limitations. Those limitations may prevent Customer from making emergency calls. Additional factors that could result in Enhanced 911 failures include but are not limited to any of the following:
Loss of electrical power
Loss of Internet connection for any reason
Defective customer premises equipment
Delays in updating Customer’s registered service address
Unavailability of E911 service for phones or addresses outside the United States or Canada
Customer should inform all employees, agents and contractors who may have access to E911 service about this section of the Agreement and make sure they understand the terms and conditions under which the E911 service is available. Customer is solely responsible for marking its telephones and any other devices regarding the potential non-availability of traditional 911 or E911 dialing. In addition, Customer should inform its employees, agents and contractors of the following guidelines for use of 911 or E911 service in connection with the Services:
Do not hang up from a 911 or E911 emergency service call unless and until instructed to do so by the 911 operators.
If the call is disconnected for any reason, immediately dial 911 again.
The caller must be prepared to provide a physical address and a callback telephone number to the 911 operators.
ADDITIONAL TERMS AND CONDITIONS.
Customer agrees to be bound by any additional terms and conditions displayed on the SIP INTERFACE and agreed (or accepted) by Customer that may be applicable to any Service or Customer Order submitted via the SIP INTERFACE.
CHANGES, SUSPENSION OR TERMINATION OF THE SIP INTERFACE.
TMG may, at any time and without notice, change, modify and/or alter the SIP INTERFACE, including, without limitation, the functionality of the SIP INTERFACE and the Service available for ordering by Customer therein; provided, however, that TMG shall use commercially reasonable efforts to notify Customer of such changes, additions or deletions. In addition, TMG may, without cause, suspend or terminate Customer’s access to the SIP INTERFACE or otherwise discontinue the SIP INTERFACE, in whole or in part, upon written notice to Customer.
Customer agrees that TMG’s SIP INTERFACE is the property of TMG. Customer agrees not to use TMG’s SIP INTERFACE other than for its intended use and, in no event, shall Customer provide access to the SIP INTERFACE to any person other than an Authorized
ORDERING SERVICE THROUGH THE SIP INTERFACE.
Both Customer and TMG agree that the electronic order process within the SIP INTERFACE creates a valid and binding Customer Order between TMG and Customer.This Section shall be applicable to Customer’s submission of Customer Orders to TMG via the SIP INTERFACE.
Customer acknowledges and agrees that any Customer Order for Service submitted via the SIP INTERFACE by an Authorized User with Customer Order submission authority shall constitute a valid and binding Customer Order of Customer (subject to the same terms and conditions for all Customer Orders under the Agreement), and Customer shall be responsible for any and all charges associated with such Customer Order.
has read this Agreement, understands it, and agrees to be bound by all of its terms, conditions, and provisions.
APPLICABLE CHARGES, FOR TMG SIP INTERFACE
TMG will invoice Customer, and Customer agrees to pay TMG, the following charges for all TMG SIP Services provided by TMG to Customer:
A Minimum Monthly Commitment: $0.00
Initial Setup: $0.00
Monthly Recurring Charges (MRC):
Active Toll Free Number Fee (per number): $1.00
Active Local DID Number Fee (per number): $1.00
CNAM Fee (per number): $1.00
e911 (per number): $1.00
Porting Fees (per number): $0.00
Origination (inbound) toll free rate: $0.018 per minute
Origination (inbound) local DID rate: this rate is determined by TMG at the time of porting/provisioning
TMG will commit to Customer a dedicated trunk group providing a dedicated minimum of 30 channels. Customer can submit a request to modify the committed channel capacity. TMG will provide a response to Customer within 3 working business days, acknowledging the received request and advising the time required to turn-up the additional channels. This turn-up can be as quick as 2 business days but completion times can vary. TMG will communicate the necessary timeframe to the Customer. Timeframes are provided in good faith and it is understood that delays may occur outside the control of TMG. TMG will communicate any changes to the turn-up in a timely fashion, in good faith.
TMG will work with underlying carrier networks to monitor the utilization and has the right to increase trunk capacity as needed. Changes will be communicated to the Customer. In the event the committed channel capacity is in excess of Customer’s historical utilization, TMG will request justification for the current over-committed channels. It is at the sole discretion of TMG to reduce capacity as required to bring it to an appropriate ratio, while continuing to meet the commitment of 30 channels.
A Short Duration Call surcharge of one-cent ($0.01) per call may apply if more than twenty percent (20%) of Company’s total calls in a given billing period are 6 seconds or less in length. Prior to the assessment of such surcharge, TMG will notify Customer of the deficiency. TMG will reset the short duration call calculation to zero once notice has been delivered to Customer, and Customer shall have seven (7) days thereafter to reduce the percentage of short duration calls to 20% or less. If Customer fails to reduce the percentage, TMG reserves the right to assess the surcharge for short-duration calls exceeding the threshold.