This MASTER SERVICE AGREEMENT (the "Master Service Agreement") is entered into by and between Gamut.io, LLC, a Massachusetts-based corporation (“Gamut”) and its Customer (each referred to as a “Party” or collectively referred to as the “Parties”), and establishes the terms and conditions under which Gamut will provide services to Customer.
SERVICES
Party has contracted with Gamut for the telecommunication services described in the Service Order, which is a part of the Service Agreement (the “Agreement”). Any changes to this agreement must be made in writing and signed by both Gamut and Customer. Services provided by Gamut are subject to the terms and conditions found in applicable Gamut tariffs on file with state regulatory agencies and/or with the Federal Communication Commission (the “FCC”)(the “Tariffs”), and the terms and conditions of the Tariffs take precedence over any other language contained in the Agreement, should there be conflict.
TERM COMMITMENT
Party agrees to utilize Gamut’s Service(s) for the duration of the term(s) specified in any Service Addendum(s). The initial term will automatically renew for successive one (1) year periods unless party notify Gamut in writing of parties’ desire not to renew at least ninety (90) days prior to the expiration of the then current term. Except as set forth in Gamut applicable tariff(s), the minimum period for services provided is ninety (90) days. During the term of the Service Order, Gamut reserves the right to modify its pricing as set forth in the Service Order or elsewhere upon 30 days written notice to customer.
PAYMENTS
Party agrees to pay all service fees as agreed to in your Service Addendum(s), including incidental charges (such as charges associated with installation, expedites, moves, adds, changes, deletions, and cancelations), equipment purchase, surcharges, and other charges required by law. Party will be liable for service charges upon the completion of installation for each specified service. Installation shall mean the date Gamut tests and turns on Party service(s) and Gamut notifies Party that service is ready for use. Additional fees for changes may apply to changes in the Service Order requested by the Party after the Agreement is signed.
All payments shall be due upon the receipt of an invoice. Payment options include: wire transfer, check, money order, AMEX, Visa or Mastercard. Gamut reserves the right to assess a late fee of the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law for any payment not received within thirty (30) days of invoice. Party shall be liable for all charges from the use of Gamut’s service, including charges resulting from theft, and fraudulent or unauthorized use of Gamut’s service.
Payments made by check should be sent to the following remittance address:
Gamut.io, LLC, P.O. Box 184, Kingston, Massachusetts 02364
BILLING DISPUTES
Any dispute of a charge for service must be sent in writing to the Gamut billing department within 30 days of receipt of the invoice. Failure to timely file a written objection to an invoice or portion thereof will be deemed to be a waiver of any objection to such billing. We will not hold the Party liable for the charges until Gamut has determined the validity of Party claims. Should the Party fail to pay the parties outstanding invoice as required, Gamut may use reasonable collection method to obtain payment for outstanding balances. Party agrees to reimburse Gamut for Gamut’s costs (including but not limited to reasonable attorney fees and/or collection agency fees associated with collection delinquent or dishonored payments).
CREDIT INQUIRES/DEPOSITS
Party authorizes Gamut to inquire into Parties’ credit history, including asking consumer reporting agencies and/or other references for Parties’ credit information, and Gamut reserves the right at its sole discretion, to at any time, based on the Parties’ credit worthiness, to refuse service or require a non-interest bearing security deposit that will be refunded upon expiration or termination of the Service Agreement and the payment in full of all outstanding invoices. Should Party fail to pay any amount due to Gamut timely under this Master Service Agreement, Gamut reserves the right to apply the security.
ACCESS TO CUSTOMER PREMISES AND EQUIPMENT
Party agrees to provide Gamut with reasonable access to Party premises, internal wiring, CPE, and other facilities and equipment to allow Gamut to install, maintain, and repair Parties’ service, as reasonable and necessary. With respect to any installation, Gamut reserves the right to bill Party a two-hundred- and fifty-dollar ($250) fee for each missed scheduled appointment date. Should Gamut repeatedly be unable to access Parties building for required installation and service, Gamut reserves the right to cancel the service request. Gamut is not responsible for any delay that impede the Parties’ ability to use the installed service, including but not limited to delays requested by Party or caused by a third party or delays incurred as a result of problems connecting the installed Service to the Parties’ LAN, PBX or other customer premises equipment (“CPE”) by Party or third party.
ORDER CANCELLATION
The Party agrees to pay an order cancellation fee (a minimum of $250 or equivalent to the actual cost of equipment, lines and installation, whichever is greater) should the Party or Gamut initiate the cancellation of Party Service order prior to test and turn up pf Service, to compensate Gamut for time, money and resources spent to prepare and procure Party Service order request. There may be circumstances under which Gamut may not be able economically to provide or continue to provide Party services. In such instance, Gamut reserves the right to immediately cancel/discontinue your Service without liability or further obligations to Party.
SUSPENSION OF SERVICE
Should Party fail to keep your account current, Gamut has the right to suspend Party service upon ten (10) days written notice (except as specified by FCC or state regulations, where applicable) and continue billing until sufficient payment has been received to bring Party account current. If the Service is suspended due to Party non-payment, it will not be restored until all charges are paid in full. A minimum $100.00 restoration fee will be charged. Should Party fail to bring current the account balance within 10 days following suspension, Gamut may disconnect Service, reclaim all Gamut owned phone numbers, IP addresses, hardware and charge all applicable Early Termination Fees specified in this Agreement or the Service Order. If the Service is disconnected but can be restored, Gamut will only do so at the Parties written request after all charges and a minimum of five-hundred dollars ($500.00) restoration charge are paid.
TERMINATION FOR CAUSE
Party shall be in default of this Agreement in the event of the following:
• Party fails to pay any amount due here under within thirty (30) days of the payment due date;• Party provides inaccurate, false or otherwise misleading information in its application for Service;
• Party utilizes Gamut Services for any unlawful purpose or for any other purpose than that for which the Service is intended; or
• Party violates any provision of the Gamut Acceptable Use Policy (AUP), which is incorporated by reference and made a part hereof.
Gamut's AUP can be reviewed at www.gogamut.io/acceptable-use-poilcy.
TERMINATION WITHOUT CAUSE
Following expiration of any applicable Minimum Period, either Gamut or the Party may terminate any service provided under a month-to-month service option with sixty (60) days written notice. In the event the Party terminates or discontinues any Service prior to the expiration of the then current term, Party agrees to pay Gamut within 90 days of termination;• The monthly recurring charges and minimum monthly usage amount (if applicable) multiplied by the number of months remaining in the Service term period; and• Any previously waived installation, monthly access charges and special promotional credits given, in one lump sum (collectively, the "Early Termination Fee"). Any termination of Service or of this Agreement will result in all IP Addresses and phone numbers assigned by Gamut to Party reverting back to Gamut. All Gamut property (including but not limited to Gamut routers, switches, equipment, facilities and software) shall be returned to Gamut. If the property is not returned and received within 30 days of the Service termination date, Gamut will bill Party for the missing property on the following month’s invoice, which Party will be obligated to pay in full.
INTERRUPTION OF SERVICE
Gamut shall not be liable for any delay or failure of performance of any part of this Agreement to the extent that such failure or delay is caused by Acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, cable cuts, volcanic action, other major environmental disturbances, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation common carriers or other causes beyond Gamut’s reasonable control. If any excuse of performance occurs, the Gamut shall give Party reasonable notice and take reasonable steps to restore the service. Under such circumstances, Gamut shall not be responsible for providing services. Such services shall resume when service can reasonably be restored.
LIMITATION OF LIABILITY
Gamut's liability for any damages arising from errors, mistakes, omissions, interruptions or delays caused by it, its agents, employees or underlying carriers in the course of establishing, furnishing, rearranging, moving, terminating, maintaining, restoring or changing Service or facilities provided hereunder, or Gamut’s failure to perform any other duty arising out of this Agreement shall not exceed an amount equivalent to the actual proportionate charge for the Service applicable to the period during which the Service was affected. Gamut shall not be liable for any consequential, indirect or special damages with respect to any claims regarding the services to be provided hereunder.
INDEMNIFICATION
Party agrees to indemnify, defend, and hold Gamut, its parent, affiliates, employees, directors, officers, agents, underlying carriers, and sub-contractors, harmless from any claim, loss or damages, including actual attorneys' fees, resulting from Party breach of any term of this Agreement, the AUP, Parties placement of any material or content on Gamut’s network, or from Party use of Our services, regardless of Party knowledge or consent.
WARRANTIES
Gamut makes no warranty, express or implied, as to the description, completeness, quality, merchantability or fitness for a particular purpose of any service provided pursuant to any service order issued hereunder, or that any such service shall be uninterrupted or error-free, unless expressly provided in a service level agreement or service addendum executed by both Gamut and the Party.
USE OF SERVICE
Party shall not use the Service in any manner other than that for which the Service was intended and shall refrain from using the Services in any manner, which would adversely affect Gamut’s equipment, network or the Gamut service to others. Gamut reserves the right to discontinue service without notice in the event of any such unlawful or adverse use.
ASSIGNMENT
Party does not assign its rights or delegate Party responsibilities hereunder without Gamut express written permission; except pursuant to the sale of Parties business, or all or substantially all of Party assets. Gamut may, at any time, assign its rights or delegate its obligations hereunder in accordance with the law of the Commonwealth of Massachusetts.
ACCEPTABLE USE POLICY (“AUP”)
Gamut reserves the right to modify the AUP at any time without notice. Changes or updates to the Policy are effective upon posting on Gamut’s website, www.gogamut.io/acceptable-use-poilcy. It is the Party responsibility to check the foregoing website for updates. Party continued use of the Service subsequent to the posting of any updated policy shall constitute Party acceptance thereof. Party warrant and represent that Party will abide by the terms and conditions of this Agreement and terms set forth in Gamut’s AUP while subscribing to such Services.
MISCELLANEOUS
The law of the Commonwealth of Massachusetts shall govern this Agreement and any dispute arising out of this Agreement or Service Addendum(s) shall be brought and venued in the Commonwealth of Massachusetts. Failure of either Gamut or Party to insist upon the strict compliance by the other with any of the terms, covenants or conditions of this Agreement shall not be construed as a waiver of any subsequent breach. The terms and conditions set forth in this Agreement, any applicable Service Addendum(s), the AUP, and Gamut tariffs represent the entire understanding of the parties with respect to the services provided hereunder. The Person signing this Agreement on its behalf is duly authorized to bind it to this Agreement.
911 EMERGENCY SERVICE DISCLOSURE (APPLICABLE ONLY TO VOICE OVER INTERNET SERVICE CUSTOMERS) (VOIP) (HOSTED PBX AND SIP SERVICES)
BY ACTIVATING THIS SERVICE, PARTY ACKNOWLEDGES AND UNDERSTANDS THE LIMITATIONS OF GAMUT’S VOICE OVER INTERNET 911 EMERGENCY DIALING SERVICE AND UNDERSTANDS THE DIFFERENCES BETWEEN THIS SERVICE, E911 SERVICE AND TRADITIONAL 911 EMERGENCY SERVICES.
E911 Service is a safe and reliable emergency service if used in accordance with the limitations and requirements set forth herein. E911 Service will not work if there is an electrical or internet service outage for any reason. You may employ a back-up power supply to operate phones and equipment in the event of a power outage. E911 Service will also not work if Party Service is suspended or terminated for any reason. If Party moves this device to another location, you must update your address. Party may register only one location at time. When Party updates Party location, it can take up to 30 days to activate 911 service at the updated address. E911 Service may not function outside of Party calling area or outside of the United States.
USE OF SERVICES (APPLICABLE ONLY TO VOICE OVER INTERNET SERVICE CUSTOMERS) (VOIP) (HOSTED PBX AND SIP SERVICES)
Party understands and agrees that Party are liable for all use of this Service and/or device by Party or any person making use of the Service or device. Party may not use this Service or device for any unlawful, abusive or fraudulent purpose. Party agrees to defend, indemnify, hold harmless Gamut against any and all claims, damages, costs, attorneys’ fees and liabilities arising out of the use of this Service, the inability to use this Service for any reason, or the inability to access E911 service. Party understands and agrees that the Service is provided on an “as is” or “as available” basis and that Gamut does not provide any warranty, either express or implied, regarding or concerning the Service or device, including any warranty of merchantability, fitness for a particular purpose, or that the Service will function without failure, delay, interruption, error, degradation of voice content, or loss of content, data, or information.
EQUIPMENT (APPLICABLE ONLY TO VOICE OVER INTERNET SERVICE CUSTOMERS) (VOIP) (HOSTED PBX AND SIP SERVICES)
Within 10 days of the termination of Services for any reason, Party agrees to return to Gamut any and all equipment purchased from Gamut by a secure delivery service. If Party does not return the equipment as required in good working order, Party will be liable for the purchase price of the Equipment as invoiced by Gamut. Party is not permitted to alter or repair any equipment obtained from Gamut without the express written authority of Gamut.
