1.0 AGREEMENT These Wonderlink Communications Business Terms and Conditions (“Terms and Conditions”), and any Orders (as defined below) constitute the “Master Agreement” by and between Customer and Wonderlink Communications, LLC or “Wonderlink” (collectively, the “Parties” or each individually a “Party”) for the services specified on such Orders (“Services”). The attachments to these Terms and Conditions (“Attachments”) further describe Wonderlink’s services and are hereby incorporated by reference. The Attachments may set forth additional terms and conditions for the applicable Service.
2.0 SERVICES AND ORDERS.
2.1 Subject to the terms and conditions of this Master Agreement, WONDERLINK shall provide Customer with the Services, pursuant to and in conformance with any Order accepted in accordance with Section 2.2 below during the Term (as defined in Section 4 below). Customer understands and agrees that certain Services may not be available in all WONDERLINK service areas and that WONDERLINK, upon entering into an Order with Customer may, at its own discretion, utilize one or more of its affiliates or another party or parties to deliver the applicable Service. Unless otherwise set forth on an applicable Attachment, WONDERLINK shall use commercially reasonable efforts to provide each Service identified in an Order seven (7) days a week, twenty four (24) hours a day, excluding scheduled maintenance, required repair and events beyond WONDERLINK’s reasonable control.
2.2 Customer shall request Services hereunder by issuing to WONDERLINK one or more proposed service order(s) pursuant to this Master Agreement (in the form provided or approved by WONDERLINK) or via a mutually agreed electronic order entry system or via verbal authorization over telephone. Upon WONDERLINK’s acceptance of a proposed WonderLink service order(s), such service order(s) shall be deemed an “Order” hereunder and shall be deemed incorporated into this Master Agreement. A proposed WonderLink service order shall be deemed accepted upon the earlier of (a) WONDERLINK’s acceptance of such service order in writing; or (b) WONDERLINK’s commencement of delivery of the Service(s) set forth in such service and/or work order. And furthermore, in the event Customer cancels an Order prior to WONDERLINK actually delivering Services, and in the event that WONDERLINK incurs construction or installation charges, then Customer shall reimburse WONDERLINK for such charges actually incurred. Use of the Services by Customer or any individual authorized by Customer confirms acceptance of the terms and conditions described in the Master Agreement.
3.0 APPLICABLE CHARGES. Customer hereby agrees to assume responsibility for all charges for and adhere to all Terms and Conditions of the Services as provided under the Master Agreeme Customer shall be responsible for all long distance charges, local services and usage charges, provision of data services and private lines, hardware lease charges as well as any federal, state or local assessments, surcharges and/or taxes, administrative and/or recovery charges for federal and/or state funding mechanisms, presubscription charges, and other charges related to the Service. Rates and call timing information, as well as additional terms and conditions that further govern the use of WONDERLINK services, are set forth in the applicable WONDERLINK tariffs, price lists and/or pricing guides and may be obtained by contacting WONDERLINK. Usage charges will be billed in arrears; recurring charges and non-recurring charges will be billed in advance.
4.0 TERM. The Term of Service shall commence the date that service is activated at the Customer’s premise, and shall continue for the term as listed on the Service Order (“Initial Term”). Upon expiration of the Initial Term, the Agreement shall automatically renew on the same Terms and Conditions for successive 12 month terms (“Renewal Term”) unless either Party notifies the other of its intention to terminate the Master Agreement at the end of the Initial Term or Renewal Term or unless a subsequent Master Agreement is entered into.
5.0 TERMINATION. Notice regarding termination of service shall be in writing via mail or email to firstname.lastname@example.org and provided to the other Party at least thirty (30) days prior to expiration of the Initial Term or the Renewal Term, as appropriate. In the event of such notice, the Master Agreement shall terminate upon the expiration of the Initial Term or Renewal Term, as the case may be. WONDERLINK reserves the right to reject a termination request received from any person other than the designated Customer contact(s) listed on the account. WONDERLINK reserves the right to promptly refuse, limit the use of, interrupt or terminate the Service without incurring liability (i) for nonpayment of any amounts due, (ii) for provision of insufficient or fraudulent billing information, (iii) for breach of this Master Agreement or violation of applicable laws, rules or regulations, including, without limitation, illegal or fraudulent use or other abuse of the Service, (iv) by reason of an order of a court or governmental authority, (v) if WONDERLINK deems such refusal necessary to protect itself or third parties against fraud or to otherwise protect its personnel, agents or services, or (vi) for violation of or noncompliance with additional WONDERLINK terms and conditions not specifically detailed herein, but which may be set forth in its tariffs, price lists, pricing guides and/or on its web site. Termination of the Service by WONDERLINK will not relieve Customer of its obligations under the Master Agreement.
6.0 EARLY TERMINATION FEE. In the event of Customer’s cancellation of Service prior to expiration of the Initial Term or Renewal Term, Customer will be responsible, within twenty (20) days of last billing date, for payment of termination liability charges equal to 50% of the monthly commitment multiplied by the number of remaining full months in Term plus any incentives, discounts received, installation charges, and third party charges waived, including all installation and equipment costs for installing Service on the Customer property.
7.0 PRIOR AGREEMENTS. It is Customer’s responsibility to be knowledgeable regarding any and all contractual obligations with previous service provider(s) prior to initiating service with WONDERLINK. WONDERLINK shall not under any circumstances be liable or responsible for payment of early termination, disconnection or cancellation charges assessed by Customer’s previous service provider(s) as a result of Customer’s breach of contract.
8.0 PAYMENT. All invoices shall be payable upon receipt. Payment will be considered past due if not received within fifteen (15) days following the date on which the bill was issued. A Late Payment Charge will be issued if payment is not received twenty (20) days from date of invoice. Additional Late Payment Charges, compounded at 1.5% of monthly bill per month, but not to exceed the maximum permitted by applicable state law, will be applied by WONDERLINK to any amount due thirty (30) days after date of invoice and may be charged in addition to other Late Payment Charges. Failure to pay charges incurred will result in Customer’s account being suspended or terminated and placed in the hands of a third party for collection. If the delinquent account is referred to an attorney and/or collection agency, Customer agrees to pay reasonable costs of collection, including reasonable attorney fees and/or collection agency fees. Additionally, Customer waives its right to claim exemption under the laws in the state of Florida or any other state. Questions, concerns, or disputed charges should be directed to WONDERLINK within fifteen (15) days of the date of the invoice or they will be considered accepted by the Customer.
9.0 HARDWARE LEASES. Customer agrees to lease hardware for applicable charges listed on the Order. The Hardware Lease shall continue for the length of Customer’s Service with WonderLink unless hardware is purchased outright from WonderLink at retail rates. WonderLink will replace leased phone hardware in cases of damage from normal wear and tear or if the hardware is found to be defective. Customer will be responsible for the retail price of the equipment in the case of physical damage caused by Customer or damage caused by Acts of God. Customer agrees to keep updated credit card information on file with WonderLink under the terms of the lease. Any and all hardware leased to or included in Customer’s Service shall remain solely property of WonderLink. Customer shall have thirty days from date of Service Termination to return all non-purchased hardware to WonderLink. If hardware is not returned in full, Customer’s credit card will be charged for the retail price of non-returned hardware. Non-payment for un-returned or damaged equipment is considered the same as non-payment for Services, and shall be subject to the terms and conditions herein.
10.0 AUTHORIZED USE OF SERVICE. The Service may only be used for lawful and authorized purpose By accepting the Master Agreement, Customer agrees not to abuse or improperly or fraudulently use the Service or permit others to do the same. Customer agrees to pay for any and all use of Services, regardless of whether such use was authorized by Customer, and agrees to indemnify WONDERLINK from any claims that are the result of legal actions brought by any person Customer may have allowed to use the Service. Customer will obtain no property right or interest in the use of any specific type of facility, service connection, equipment, number, or code. Customer agrees to give WONDERLINK prompt notice of abandonment, relocation or loss of or damage to customer premise equipment or hardware provided by WONDERLINK or any of its Affiliates. Customer will be charged the current retail sales price for lost or damaged equipment or equipment WONDERLINK is unable to recover from Customer’s site upon cancellation or termination of service.
11.0 CONTINUANCE. The obligation to furnish, and to continue to furnish the Service is dependent upon WONDERLINK’s ability, without unreasonable expense, to obtain, retain and maintain access to suitable facilities, agreements with service providers, and governmental authorizations. The Service may be temporarily refused or limited due to capacity limitations or to other circumstances beyond WONDERLINK’s control. The Services may be temporarily interrupted or curtailed due to equipment modifications, upgrades, re-locations or repairs.
12.0 CUSTOMER RIGHTS. Under federal law, Customer has a right to restrict the use of, disclosure of, and access to, and WONDERLINK has a duty to protect the confidentiality of, Customer’s Proprietary Network Information (“CPNI”). CPNI is information that relates to the telecommunications services purchased from WONDERLINK, including the types of services, how much Services are used, how Services are provided and related calling and billing recor CPNI does not include a Customer’s name, address or telephone number(s). WONDERLINK is currently permitted to use CPNI, without further action by Customer or by WONDERLINK, to fulfill orders, provide service, communicate with Customer and/or offer additional services of the type already purchased by Customer. Prior to using CPNI to market or offer Customer new and/or different communications-related products and services, WONDERLINK is required to provide written notice of Customer’s rights and provide Customer an opportunity to deny WONDERLINK’s use of its CPNI for this purpose. Unless otherwise specified on the Master Agreement, Customer’s execution of the Master Agreement indicates Customer’s approval of additional service offerings to Customers. Customer’s approval or denial of approval will not affect the provision of any services to which Customer subscribes, but Customer’s approval may enhance WONDERLINK’s ability to offer products and services tailored to Customer’s specific needs. Any approval or denial of approval for the use of CPNI outside the Service to which Customer already subscribes is valid until Customer affirmatively revokes or limits such approval or denial. Except as required by law or as directed by Customer pursuant to affirmative written request, WONDERLINK will not sell, trade, share or release Customer’s CPNI to anyone outside of WONDERLINK, including joint venture partners and/or independent contractors, without Customer’s express authorization.
13.0 EXCLUSIVITY. The Service is intended only for the use of Customer, its authorized agents and employees, and may not be resold without the prior written consent of WONDERLINK. If Customer intends to resell or rebill WONDERLINK services, Customer hereby certifies that it has all necessary state, federal, legal and regulatory authority to resell or rebill any telecommunications services to its tenants or customers. If Customer is found to be in violation of any federal, state or local law or regulation for reselling or rebilling telecommunications services, Customer shall indemnify WONDERLINK for any related claims by any third party against WONDERLINK, including attorney’s fees and costs. All such indemnity obligations of Customer shall survive termination or expiration of the Agreement.
14.0 LIMITATION OF LIABILITY. WONDERLINK DISCLAIMS ANY EXPRESSED OR IMPLIED WARRANTIES WITH RESPECT TO SERVICE OR EQUIPMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOS THE ENTIRE LIABILITY OF WONDERLINK FOR ALL CLAIMS OF WHATEVER NATURE ARISING FROM OR RELATED TO THE PROVISION OF SERVICE SHALL NOT EXCEED AN AMOUNT EQUAL TO THE GREATER OF THE SERVICE CHARGES TO CUSTOMER FOR THE PERIOD OF SERVICE DURING WHICH ANY MISTAKE, ACCIDENT, OMISSION, INTERRUPTION, DELAY, ERROR OR DEFECT IN THE PROVISION OF THE SERVICE OCCURS. IN NO EVENT SHALL WONDERLINK BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, ACTUAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES, LOST PROFITS, OR LOSS OF CUSTOMERS OR GOODWILL, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF THE PERFORMANCE OF THIS MASTER AGREEMENT.
15.0 FORCE MAJEURE. Any waiver of any breach of or failure to comply with any provision of this Master Agreement or applicable tariffs, price lists and/or pricing guides shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other provision hereof. WONDERLINK shall not be liable or deemed to be in default for any delay or failure to perform under this Master Agreement or for interruption of service resulting directly or indirectly, from Acts of God or any other cause beyond WONDERLINK’s reasonable contro
16.0 ASSIGNABILITY. The Master Agreement is not assignable by Customer except with WONDERLINK’s express written consent, without which, any such assignment or attempted assignment shall be void.
17.0 SEVERABILITY. If any provision or provisions of this Agreement are determined to be invalid, unenforceable or contrary to any existing or future law, statute or ordinance of any jurisdiction, such invalidity shall not impair the operation of or affect those provisions in any other jurisdiction nor shall it affect or impair the validity or enforceability of any other valid provisions hereof.
18.0 APPLICABLE LAW. This Master Agreement shall be in all respects governed by and enforced in accordance with the laws of the State of Venue for an action concerning this Master Agreement shall be in the County of Palm Beach, State of Florida.