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Telasip Serivces Aggreement

TELASIP SERVICES AGREEMENT
The acceptance of this Service Agreement (Agreement) constitutes a contract between Epraxys, inc. DBA Telasip ("we," "us" "Service Provider" or "Telasip") and the customer ("you," "user" or "Customer") for communication service (Service) which may be provided to you, or your assigns by Telasip. Customer and Telasip are collectively referred to herein as the "Parties". By ordering the Service, you acknowledge that you have read this Agreement and understand and accept the conditions. You, the entity accepting this Agreement, represent that you are of legal age and mind to enter into this Agreement and desires to engage Service Provider to provide the ordered Service(s), and Customer agrees to accept such Services, subject to the terms and conditions set forth in this Agreement.
Service(s):
During the term of this Agreement, Service Provider hereby agrees to provide Customer with the Service(s) ordered, either online or by other means as accepted by both Parties, in accordance with the terms and conditions set forth in this Agreement.
Use of Service(s):
Customer may not use the Service(s) in a manner that (a) violates federal, state or local laws and rules, (b) in a manner that interferes or could interfere with Service(s) provided to others, (c) that could harm Service Provider's facilities, or (d) is inconsistent with the intended use of, and plan for, the products and Service(s). Service Provider may immediately, and without notice or liability, refuse, deactivate, limit, interrupt, or terminate the Service(s) as reasonably necessary to protect Service Provider and its property, as determined in Service Provider's sole discretion. Termination for Improper Use: Infractions of this Agreement or the acceptable use policies set forth in this Agreement by Subscriber can result in immediate deletion of accounts without reimbursement. Service Provider may make exceptions in the case of individual abusive users of business accounts. This decision is left entirely to the discretion of Service Provider.
30 Day Satisfaction Guarantee:
If for any reason Customer is not completely satisfied with Service(s) within 30 days from the date the initial Service(s) is ordered (Effective Date), Customer may cancel Service(s) and a credit or refund will be issued. Customer will be responsible for paying all charges that are incurred on behalf of the Customer during the guarantee period. The credit or refund will be issued in the manner in which payment was made or via company check and the manner of refund will be at the sole discretion of the Service Provider.
Term and Termination:
The initial term of this Agreement shall be 12 months and shall automatically renew unless the proper notice is given for termination. The Customer may terminate this agreement with thirty (30) days written notice in a manner consistent with this Agreement. The Customer agrees to pay outstanding balances or current usage charges in a final invoice to be presented once notice of termination is received. Early termination fee of 2 months service will apply if the service is terminated within the initial term. Upon termination of this Agreement for any reason by either party, Service Provider or any of its parents, subsidiaries, affiliates, or their respective officers, directors, agents, employees, suppliers, resellers or distributors (collectively, "Service Provider Entities") shall have no liability to Customer for any damages of any nature arising from such termination, including but not limited to, indirect, special, incidental or consequential damages, including any lost revenue or profits, business interruption or other damages of any nature.
Payment for Service(s):
Amounts due to Service Provider in respect of Service(s) ordered by Customer shall be payable in advance of the Service(s) being provided unless such Service(s) are of a nature where Customer usage will determine the billable amount. Upon renewal of this Agreement all online orders will be automatically billed each month to the credit card charged at the time the order is placed. Customer shall pay the recurring and non-recurring rates and charges and the usage charges for the Service(s) ordered and agree to pay for the Service(s), by credit card, Paypal, checks or electronic funds transfer, by the 15th of each calendar month (Invoice Due Date). Late Payments and Fees: Payments are late and considered "past due" if not received by the 15th of each calendar month. Service Provider may suspend, request a security deposit / increase security deposit or terminate service for anticipated non-payment. Amounts past due are subject to a monthly finance charge of 1.5% (ANNUAL PERCENTAGE RATE OF 18%), or the highest rate allowed by law, whichever is less. Service Provider does not waive their right to collect the full amount due if you pay late or pay part of the bill, even if you write the words "Paid in Full" (or similar words) on your check or any other correspondence to us. Returned checks may be charged a $20.00 fee. You shall be responsible for all reasonable costs of collection, including attorneys' and other professional's fees. Billing Disputes: If Customer in good faith disputes any portion of their invoice, Customer shall submit to Service Provider, by the Invoice Due Date, full payment of the undisputed portion of the invoice and written documentation identifying and substantiating the disputed amount. All notices of dispute should be emailed to billing@telasip.com. If Customer does not report a dispute within thirty (30) calendar days of the date the invoice was issued (Invoice Date), Customer shall have waived its dispute rights for that invoice. Service Provider and Customer agree to use their respective best efforts to resolve any dispute within (30) calendar days after Service Provider receives written notice of the dispute from Customer. Any disputed amounts resolved in favor of Customer shall be credited to Customer's account on the next invoice following resolution of the dispute. Any disputed amounts determined to be payable to Service Provider shall be due within five (5) business days of the resolution of the dispute unless otherwise stated in writing by the Service Provider. Termination of Service for Non-Payment: Service Provider has the right to instantly cancel with or without warning all unpaid or not fully paid subscriptions. Any remaining unpaid subscription dues will be billed to the subscriber including extra fees for bounced checks. Bills unpaid more than 60 days may be sent to a third party for collection and may incur a collection fee.
Representations and Warranties:
Representations and Warranties by Service Provider: Service Provider hereby represents and warrants to Customer as follows: • 1. The execution, delivery and performance of and compliance with this Agreement does not and will not conflict with, or constitute a default under, any contract agreement, instrument, order, statute, rule or regulation applicable to Service Provider. • 2. Service Provider has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Service Provider, enforceable in accordance with its terms and conditions. • 3. In the performance of this Agreement, Service Provider shall comply with all applicable laws, ordinances, and regulations; and has all necessary licenses, permits, authorizations and approvals necessary to perform its obligations under this Agreement. Representations and Warranties Customer: Customer hereby represents and warrants to Service Provider as follows: • 1. The execution, delivery and performance of and compliance with this Agreement does not and will not conflict with, or constitute a default under, any contract agreement, instrument, order, statute, rule or regulation applicable to Customer. • 2. Customer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Customer, enforceable in accordance with its terms and conditions.
Emergency Services:
CUSTOMER REPRESENTS AND WARRANTS THAT IT WILL ASSUME ALL RESPONSIBILITIES IN CONNECTION WITH THE FURNISHING OF 911 SERVICE OR ANY EMERGENCY SERVICES, FURTHER, THAT IT WILL NOT DELIVER ANY 911 OR EMERGENCY SERVICES TRAFFIC TO TELASIP. Customer hereby represents and warrants that it is not reliant on Telasip to provide 911, E911 or any other emergency services ("911 Services"). Customer will assume all responsibility, risk and potential liability for the provisioning (or non-provisioning) of any and all 911 Services associated, directly or indirectly, with the Service(s) ordered from Telasip. Customer will indemnify and hold Telasip harmless from any claims resulting from Customers' End Users dialing or attempting to dial the digits "9-1-1" or any other emergency services number or from any other person who may be affected by the dialing of the digits "9-1-1" or any other emergency services number. Customer hereby acknowledges and agrees that it is solely responsible for all costs and expenses associated with 911 Services. These costs and expenses include, but are not limited to, the imposition of fees and charges by state and local authorities, whether now or in the future, for the funding of 911 Services, 911 assessments, taxes and the like. Customer represents and warrants that, anything herein to the contrary notwithstanding, it will not deliver any 911 traffic to Telasip for transport and termination.
Indemnification:
Both Customer and Service Provider shall indemnify, defend and hold the other party, and any of their affiliates, harmless from claims, loss, damage, expense (including reasonable attorney's and other professional fees and court costs), or liability arising from (a) any claims by a third party in connection with the delivery or consumption of services hereunder; (b) use of facilities or services furnished by Service Provider in a manner inconsistent with this Agreement or in a manner that Service Provider did not contemplate; (c) any claim of infringement of any patent, trademark, copyright, trade secret or other proprietary interest based on the possession, use or sale of any material products and/or product(s) and service(s), information, programs, or equipment furnished to you under this Agreement or in contemplation of this Agreement; and (d) all other claims arising out of any commission or omission by you or parties furnished thereby in connection with the services.
Limitation of Liability:
Neither Party shall be liable to the other Party for any indirect, consequential, special, incidental, reliance, or punitive damages of any kind or nature whatsoever including, without limitation, any lost profits, lost revenues, lost savings, or any other business loss including goodwill, loss of use of property, loss of data, cost of substitute performance equipment or services, downtime costs and claims of customer for damages, or harm to business, regardless of the foreseeability thereof and regardless of whether damages are caused by the willful misconduct, negligent act or omission, or wrongful act arising from or related to this Agreement. For purposes of this Agreement, a Party's out-of-pocket costs for damages of the kinds specified in the preceding sentence which are recovered from such Party by a third party shall be deemed to be indirect damages to such Party and each Party hereby releases the other Party, its subsidiaries and affiliates, and their respective officers, directors, managers, employees, and agents, from damages from such claim(s). THE ENTIRE LIABILITY OF TELASIP AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR CLAIMS ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT SHALL THE FIXED REOCCURING CHARGES PAID BY CUSTOMER TO TELASIP DURING THE PREVIOUS THREE (3) MONTHS FOR THE SERVICE(S). The foregoing limitations apply to all causes of action and claims of any kind arising out of or related to this Agreement including any Exhibit and any Service Order, including, without limitation, breach of contract, breach of warranty, strict liability, negligence, misrepresentation, or any other tort. Customer acknowledges and accepts the reasonableness of the disclaimers and limitations of liability set forth herein.
Modifications and Changes to this Agreement:
The Service Provider reserves the right to make changes to and modify this Agreement at anytime and in its sole discretion it may adjust pricing or taxes in response to changes in its vendor relationships, market conditions or governmental regulations and taxes.
Force Majeure:
Neither party shall be liable for any delay or failure in performance under this Agreement, to the extent such delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirement, civil or military authority, Act of God, inability to secure materials or labor, or any other causes beyond their reasonable control (a "Force Majeure"). Any such delay or failure shall suspend this Agreement until the Force Majeure event ceases. Each party shall use its commercially reasonable efforts to cause the cessation of any such Force Majeure event as soon as reasonably practicable.
Confidentiality:
During the term of this Agreement, the Service Provider and Customer may disclose and deliver to the other party certain Confidential Information (as defined below) (such party when disclosing such information being the "Disclosing Party" and such party when receiving such information being the "Receiving Party"). During the term of this Agreement and for a period of one (1) year thereafter, the Receiving Party shall keep in strict confidence and trust all Confidential Information of the Disclosing Party, and the Receiving Party will not use or disclose any such Confidential Information without the written consent of the Disclosing Party, except as required by the performance of the Receiving Party's duties hereunder and except as may be required by any applicable law, regulation or valid legal process. For purposes of this Agreement, the term "Confidential Information" shall mean all written confidential or proprietary information of the Disclosing Party, including but not limited to any pricing information, contractual terms, network information, customers, vendors and suppliers of the Disclosing party. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement, (b) was available to the Receiving Party on a nonconfidential basis prior to its disclosure to the Receiving Party by the Disclosing Party, (c) becomes available to the Receiving Party on a nonconfidential basis from a person (other than the Disclosing Party) who to the Receiving Party's knowledge is not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation to the Disclosing Party, or (d) was independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party. The Receiving Party acknowledges and agrees that the Disclosing Party is and shall remain the sole and exclusive owner of all of the Disclosing Party's Confidential Information.
Use of Name and Marks:
This Agreement confers no right to use the name, service marks, trademarks, copyrights, patents or other intellectual property rights of either party. Neither party shall take any action which would compromise the status of any registered intellectual property rights of the other party.
Notices:
All notices and communications under this Agreement shall be in writing and shall be given by personal delivery, by fax, by registered or certified mail, return receipt requested, or electronic mail addressed to the respective party as set forth below, or to such other address as may be designated in writing by such party. Notice shall be deemed given upon receipt. Telasip. 1650 Tysons Blvd, Suite 1580 Mclean, VA 22102 FAX: +1 301 926 6903 E-mail: support@telasip.com
Relationship of Parties:
No provisions of this Agreement will be considered to constitute a joint venture, partnership or agency between the parties or to merge the assets, liabilities and undertaking of the parties and neither Party will have the authority to bind the other in any way (except as provided by this Agreement). Amendments and Entire Agreement: No alteration or modification of this Agreement, shall be valid unless made in writing and executed by each of the parties hereto, unless provisions for such modifications or amendments have already provided for in this Agreement. This Agreement contains the entire Agreement among the parties regarding the subject matter hereof and supersedes all other written or oral understandings thereon. Assignability: Customer may not assign this Agreement without the prior written consent of Telasip. Any request by Customer for such consent from Telasip shall be directed to Telasip's address for the delivery of notices. Any such assignment without Telasip's prior written consent shall be void.
Waiver:
No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing and signed by the party to which it is attributed. No consent by a party to, or waiver of, a breach or default by the other, whether expressed or implied, shall constitute a consent to or waiver of, any subsequent breach or default.
Partial Invalidity:
If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render this Agreement unenforceable, but rather this Agreement shall be construed as if not containing the invalid or unenforceable provision.
Governing Law:
This Agreement shall be governed by the substantive laws of the State of Delaware, without regard to its choice of law rules.