These Terms of Service, including the Order(s) and any applicable Service Attachments, which by this reference are incorporated herein (“Agreement”), are a binding agreement between Gamut.io, LLC, a Massachusetts corporation (“Gamut”), and the legal entity identified in the Order (“Customer”). Gamut and Customer may be individually referred to as a “Party” or collectively as the “Parties.”
Gamut provides services and equipment intended solely for business use, pursuant to the terms and conditions set forth in this Agreement and on the condition that customer accepts and complies with this Agreement. By electronically signing this Agreement, Customer (a) accepts this agreement and agrees that Customer is legally bound by its terms; and (b) represents and warrants that: (i) its representative is 18 years of age or of legal age to enter into a binding agreement; and (ii) has the right, power, and authority to enter into this agreement on behalf of the corporation, governmental organization, or other legal entity, and to bind such organization to these terms. If Customer does not agree to the terms of this agreement, neither Customer nor its End Users may download, install, or use the services or equipment.
This Agreement will be deemed valid, binding, and enforceable against Customer upon the earlier of the following:
(i) signature by Customer of this Agreement (whether signed by Gamut.io, LLC, or not), (ii) acceptance of this Agreement by Customer, or (iii) Customer’s acceptance of the installation of the hardware and use of the Services.
Additional terms are as follows:
• Standard term is 36 months. All additions within the term will be made co-terminus
• Customer is to notify service@gogamut.io 60 days prior to cancellation of any existing services to arrange proper termination of services.
The Parties agree as follows:
Ordering Services
Customer may order Services by submitting electronically an Order in the format provided by Gamut. The Order will identify the Services requested by Customer together with: (i) the price for each Service; (ii) scheduled Start Date; (iii) and products leased, licensed, or sold to Customer, if any.
An Order will become binding when it is executed by the Customer and accepted by Gamut. Gamut may accept an Order by commencing performance of the requested Services. The Services will begin on the Start Date, as identified in the applicable Order. Customer may purchase additional Services, software, and equipment.
Service Descriptions
The Service Attachment(s) applicable to Customer’s Services are incorporated into and forms a part of this Agreement.
Gamut Services are cloud-based unified communications service that includes enterprise-class voice, fax, text, call handling, mobile apps, and bring your own device (BYOD) capability that integrates with a growing list of applications. The Service Attachment for Gamut Service is available on request.
Equipment
Customer may purchase or rent equipment from Gamut for use with the Services. The terms and conditions that govern any such transaction can be provided via email upon request.
Term of this Agreement
The Term of this Agreement will commence on the Effective Date and continue until the last Order Form is terminated or expires, unless terminated earlier in accordance with its terms.
Services Term and Automatic Renewal
The Services’ term will begin on the Start Date of the initial Order and continue for the initial term set forth in the initial Order (“Initial Term”). Upon expiration of the Initial Term, recurring Services will automatically renew for successive periods of the same length as the Initial Term (each a “Renewal Term”) unless either Party gives notice of non-renewal at least thirty (30) days before the expiration of the Initial Term or the then-current Renewal Term. The term of any recurring Services added to the Account after the initial Order is submitted will start on the Start Date of the subsequent Order, will run conterminously with the then-current term of any pre-existing Services, and will be billed on the same billing cycles as the pre-existing Services.
Invoicing and Payment
Prices and Charges
All prices are identified in US dollars on the quote and invoices within BillCenter. Additional charges may result if Customer activates additional features, exceeds usage thresholds, or purchases additional Services or equipment. Customer will be liable for all charges resulting from use of the Services on its Account.
Recurring charges for the Services begin on the Start Date and will continue for the Term. Recurring charges (such as charges for Digital Lines, product licenses, minute bundles, and equipment rental fees) will, once incurred, remain in effect for the Initial Term (as described in an Order Form) or the then-current Renewal Term. Gamut will provide notice of any proposed increase in such charges no later than thirty (30) days before the end of the Initial Term or then-current Renewal Term, and any such increase will be effective on the first day of the next Renewal Term. Administrative Fees that Gamut is entitled to pass on to its customers as a surcharge pursuant to applicable Law may be increased on thirty (30) days’ written notice.
All calling rates will be applied based on the rate in effect at the time of use.
Billing and Payment
All Services and equipment must be purchased via valid credit, ACH (e-check) payment, or by check at the time of invoice. By providing a valid credit or debit card, Customer is expressly authorizing all Services and equipment charges and fees to be charged to such payment card, including recurring payments billed on a monthly or annual basis. In addition, Customer’s supplied credit card shall be used for any in-month purchases of additional services and products, or where Customer has exceeded usage or threshold limits, or any overage charges. Recurring charges are billed in advance in the frequency set forth in the Order Form, and usage-based and one-time charges are billed monthly in arrears. Credit and debit card payments are subject to the approval of the card issuer, and Gamut will not be liable in any way if a card issuer refuses to accept a credit or debit card for any reason. Customer is responsible for any credit card chargeback or similar fees for refused or rejected payments that Gamut is entitled to charge under this Agreement. If the payment card associated with Customer’s Account is declined or fails for any reason, Gamut will send Customer a notice using the contact information associated with Customer’s Account. Gamut may continue to attempt charging Customer’s payment card for outstanding charges and additional fees along with any other rights and remedies available to Gamut under this Agreement, at law or in equity.
Unless otherwise stated at the time of purchase or on the invoice, payment is due in full, without deduction or set-off, within thirty (15) days of the date on the invoice. Any payment not made when due will be subject to a late payment fee equivalent to the lesser of (i) one and a half percent (1.5%) per month; or (ii) the highest rate allowed by Law. Gamut’s acceptance of late or partial payments (regardless of how they are marked or designated (including without limitation as ‘Paid in Full’, ‘Accord and Satisfaction’, or similarly)) will not waive, limit, or prejudice in any way Gamut’s rights to collect any amount due. Gamut may terminate the Services and this Agreement for non-payment if any fees or charges are not paid within sixty (60) days of the due date.
Taxes
All rates, fees, and charges are exclusive of applicable Taxes, for which Customer is solely responsible. Taxes may vary based on jurisdiction and the Services provided. Taxes, access fees, universal service, or other recovery fees, or similar charges will be adjusted on the date in which those increases become effective as mandated by competent authority. If any withholding tax is levied on the payments, then Customer must increase the sums paid to Gamut so that the amount received by Gamut after the withholding tax is deducted is the full amount Gamut would have received if no withholding or deduction had been made.
Billing Disputes
If a Customer reasonably and in good faith disputes any portion of Gamut’s charges, it must provide written notice to Gamut within thirty (30) days of the invoice date, identifying the reason for the dispute and the amount being disputed. Customer’s dispute as to any portion of the invoice will not excuse Customer’s obligation to timely pay the undisputed portion of the invoice. Upon resolution, Customer must pay any unpaid amounts within thirty (30) days. Any amounts that are found to be in error resulting in an overpayment by the Customer will be applied as a billing credit against future charges. Customer will be reimbursed any outstanding billing credits at the expiration or termination of this Agreement.
Provision of the Service
General Terms
Gamut will provide the Services as described in the relevant Service Attachment. Gamut may enhance, replace, and/or change the features of the Services, but it will not materially reduce the core features, functions, or security of the Services during the Term without Customer’s consent.
Use of the Service
Service Requirements
The Services are dependent upon Customer’s maintenance of sufficient Internet access, networks, and power. Gamut will not be responsible for any deficiencies in the provision of the Services if Customer’s network does not meet Gamut’s Technical Sufficiency Criteria.
Use Policies
Acceptable Use Policy
The Services must be used in accordance with Gamut’s Acceptable Use Policy.
Notwithstanding anything to the contrary in this Agreement, Gamut may act immediately and without notice to suspend or limit the Services if Gamut reasonably suspects fraudulent or illegal activity in the Customer’s Account, material breach of the Acceptable Use Policy, or use of the Services that could interfere with the functioning of the Gamut Network, provided such suspension or limitation may only be to the extent reasonably necessary to protect against the applicable condition, activity, or use. Gamut will use commercially reasonable efforts to provide notice of the suspension or limitation to Customer as promptly as practicable. Gamut will have no liability for any such suspension or limitation as described in this Section.
Unauthorized Use
Customer is responsible for all uses of the Services initiated through Customer’s log-in credentials, including unauthorized use, irrespective of whether such use is known or authorized by Customer.
Conditions of Use
Customer must not interfere or disrupt the integrity or performance of the Services, Gamut’s Network, or third-party services or data contained therein or permit others to do so. Customer must not attempt to gain unauthorized access to the Services or Gamut’s Network.
Resale
Customer may not resell or assign the Services to any third party without Gamut’s written consent.
Conditions of Use of the Gamut.io, LLC. website
When visiting the Gamut.io, LLC, website, Customer agrees to comply with the Gamut.io, LLC, website Terms of Use and Privacy Policy.
Porting
Gamut will require necessary Customer information, including LOAs, to port Customer’s numbers to Gamut’s Service. Gamut will support all valid Customer number port requests; provided, however, that Gamut will have the right to refuse to port any number if Customer: (i) owes any undisputed amount to Gamut; or (ii) is in breach of this Agreement. If Customer requires porting numbers from Gamut to another service provider, Gamut will reasonably support Customer’s porting request subject to completion and Customer’s payment of any outstanding amounts due to Gamut.
Privacy Policy
Gamut will treat call recordings, facsimile transmissions, and voice or video messages as confidential to Customer’s Account, provided that access to such content will not be restricted if required by Law.
Disclaimers
Gamut does not guarantee that the Services will be uninterrupted or error-free. The Services are dependent on Customer’s compliance with the Technical Sufficiency Criteria, and Gamut will not be responsible for Service deficiencies resulting from Customer’s network.
The express warranties set forth in this Agreement are the sole warranties offered by Gamut. There are no other warranties or conditions, express or implied, including without limitation those of merchantability or fitness for a particular purpose.
Limitation of Liability
To the maximum extent permitted by applicable law, in no event will Gamut, its officers, directors, employees, agents, suppliers, or licensors be liable for any consequential, incidental, indirect, special, punitive, or other liability, including without limitation loss of revenue, profits, or goodwill, business interruption, or loss of information, even if advised of the possibility of such damages, arising from or relating to this Agreement.
The maximum cumulative liability of Gamut arising from or related to this Agreement, whether in contract, tort, or otherwise, will not exceed the amount paid or payable by Customer for the Services during the twelve (12) month period preceding the event giving rise to the claim.
Termination and Cancellation of Services
Either Party may terminate this Agreement, including any Orders, immediately upon written notice to the other Party if the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice. Either Party may terminate this Agreement, including any Orders, immediately upon written notice to the other Party if the other Party files for bankruptcy or is otherwise insolvent.
Upon termination, Customer will immediately pay Gamut all amounts due and owing, including any early termination fees. Termination of the Agreement does not relieve Customer of its obligation to pay for Services rendered before termination.
Customer will have the right to terminate this Agreement for convenience by providing written notice to Gamut no less than sixty (60) days before the effective date of termination. If Customer terminates this Agreement for convenience before the end of the Initial Term or any Renewal Term, Customer will pay an early termination fee equal to the total recurring monthly charges for the terminated Services for the remaining months of the then-current term.
Upon termination of the Agreement for any reason, Gamut will cease providing the Services and Customer will cease using the Services.
Indemnification
Customer agrees to indemnify, defend, and hold harmless Gamut, its affiliates, and each of its respective officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Customer’s use of the Services; (ii) Customer’s breach of any term of this Agreement; (iii) any violation of applicable law by Customer; or (iv) any negligence or willful misconduct of Customer.
Miscellaneous
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to such subject matter. This Agreement may be amended only in a writing signed by authorized representatives of both Parties.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Neither Party may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that Gamut may assign this Agreement to an affiliate or in connection with a merger or acquisition of Gamut or the sale of substantially all of its assets.
This Agreement will be governed by and construed in accordance with the laws of the state of Massachusetts, without regard to its conflicts of law principles. The Parties agree that the state and federal courts located in Massachusetts will have exclusive jurisdiction over any disputes arising out of or related to this Agreement.
Notices
All notices under this Agreement must be in writing and will be deemed to have been given when: (i) delivered by hand; (ii) sent by email with confirmation of receipt; or (iii) received by the addressee, if sent by certified mail, return receipt requested, or a nationally recognized overnight delivery service, to the address set forth in the applicable Order.
