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MSA

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GENERAL TERMS and CONDITIONS

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These GENERAL TERMS and CONDITIONS (the “GENERAL TERMS”) set forth the terms and conditions between Georgia Business Net, Inc., a Georgia Corporation with offices at 118 Commercial Blvd, Suite B, Augusta, GA 30907 (“GABN”) and the party entering into any Service Order subject to these GENERAL TERMS  as described on the Service Order.  PLEASE READ THESE TERMS CAREFULLY.  By entering into any Service Order to GABN, you agree to be bound also by these GENERAL TERMS & CONDITIONS.

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Version 2.1

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DEFINITIONS:

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Agreement, Master Services Agreement or MSA: Consists of the Master Services Agreement Cover Page executed by the Subscriber and accepted by GABN, these General Terms and Conditions (“General Terms and Conditions”), and each separate Service Order requested by Subscriber and accepted by GABN under the Agreement.

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Service Order:  A request for GABN to deliver Services and/or Products and the parties may agree upon the details of such sale. In such instance, the parties shall agree upon a written “Service Order.” Each Service Order shall detail: (a) the Services or Product to be delivered; (b) the location of performance; and (c) such other details as are necessary to support GABN’s delivery. Each Service Order for subscription services sets the minimum fees payable by Subscriber regardless of whether the Customer uses less than such volume. Once executed by the parties, the Service Order shall automatically incorporate and be subject to these GENERAL TERMS and each such Service Order shall be deemed a separate “Agreement” between the parties.

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Subscriber: The company, corporation, or other entity named on the Master Service Agreement Cover Page and a Service Order.

Party:  A reference to GABN or the Subscriber; and in the plural, a reference to both companies.

In consideration of these premises and the mutual promises between the parties hereto made, the receipt and sufficiency is hereby acknowledged, the parties agree as follows:

  1. Terms and Conditions: This Agreement shall govern the provision and use of all services ordered by Subscriber from GABN.  As used hereinafter, the “Service(s)” may depending on the context and the nature of Subscriber’s Service Order(s) with GABN, refer singularly or collectively to GABN’s technology services.

  2. Provision of Services: GABN shall in accordance with this Agreement, the Service Order(s), and any applicable state or federal taxes and tariffs provide Subscriber use of the Services as described in the “Service Order(s)” executed by the parties.  GABN will not be bound by any Service Order until it is executive by GABN.  All Services are subject to availability.

  3. Term:

    1. The term of the Agreement (the “Term”) shall commence on the Effective Date and shall continue for so long as Services are provided by GABN to Subscriber under the Service Orders(s).

    2. Each Service shall be provided for the minimum term (“Term”) specified in the applicable Service Order(s).

    3. The initial term of each service is defined as the number of months specified in Service Order(s) (“Term”) plus the balance of the month in which service is established. The Term of service and charges for service will begin on the day that GABN advises Subscriber that the service is established and the service is tested to the Subscriber’s point of connection. The service will be billed for the month the service starts based on the monthly rate and the number of days service is provided.  Unless otherwise stated in Service Order, the Service Term will be automatically renewed for an additional term of six (6) months unless Subscriber notifies GABN in writing 60 days prior to the beginning of any additional term that it does not want to continue its service at the end of the current term.

      1. Renewals of Network Device Manufacturer Datto Service Subscriptions.  For Datto purchases made after January 10, 2023, Service Subscriptions will automatically renew for additional Committed Service Terms equal in length to the expiring Committed Service Term unless either party provides the other with timely written notice of cancellation. For purchases made on or before January 10, 2023, Network Device Manufacturer Datto Service Subscriptions will automatically renew on a month-to-month basis unless terminated by your providing Datto with written notice of cancellation. For a Monthly Term, notice of cancellation must be received by Datto no later than forty-five (45) calendar days prior to the effective month of cancellation. For a Datto Committed Service Term, notice of cancellation must be received by Datto no later than sixty (60) calendar days prior to the end of the relevant Committed Service Term.

      2. Network Device Manufacturer Datto Service Subscriptions  – Committed Service Terms.  You agree to pay Service Subscription fees for the entire Committed Service Term, if applicable. If you terminate Service at any time during a Committed Service Term, a lump sum payment (equal to 100% of the monthly unpaid Service Subscription fee times the number of months remaining in the Committed Service Term less any amounts already prepaid) will be due immediately and charged to your preferred payment method.

  4. Billing and Payment:

    1. GABN shall invoice Subscriber and Subscriber shall pay GABN in immediately available U.S. funds so that the payment is received by GABN no later than 30 days from the date of the invoice (the “Due Date”). Subscriber will pay the recurring and non-recurring charges for the Service(s) ordered hereunder that are set forth in the applicable Service Order(s).

    2. GABN will invoice Subscriber monthly in advance for Services with monthly recurring charges. For example, an invoice dated April 1 will be for Services provided from May 1 through May 31, and payment will be due on May 1.  GABN may, in addition to any other remedies available to it, impose a late payment charge (“Late Fee”) of the lower of one and one-half percent (1 ½%) per month or the highest rate legally permissible per month on any past-due balance.

    3. Subscriber understands that GABN’s rates and charges do change, from time to time, by action of the underlying carriers and that GABN must reserve the right to change GABN’s rates accordingly. GABN will only raise Subscribers’ rates and charges for the Services during the Term applicable to a Service if GABN’s rates and charges are raised by the underlying carrier, excluding rate increase resulting from of a Regulatory Activity (which increases are governed by Section 5).  Typically, these changes are accompanied by an option to disconnect services without penalty.  Subscriber understands that such an option or change in terms and conditions is dictated and governed by an underlying provider, and that if option is presented, GABN will make reasonably effort to provide Subscriber an option to avoid any penalty.

    4. If required, Subscriber will deposit with GABN the sum set forth in the Service Order and said sum shall be nonrefundable unless GABN cannot provide Services to Subscriber’s address.

    5. Billing Disputes. Subscriber shall have the affirmative obligation of providing written notice of any good faith dispute of an invoice within 60 days after receipt of the invoice by Customer (which notice shall include sufficient detail for GABN to investigate the dispute).  Subscriber may withhold payment only on amounts disputed in good faith within 30 days after Subscriber’s receipt of the invoice. If Subscriber does not provide written notice of a dispute with respect to an invoice within the 60 day-period, Subscriber shall be deemed to have waived its right to dispute such invoice and to have agreed to pay such invoice. If Subscriber has provided sufficient detail for investigation of the dispute, GABN will use reasonable efforts to resolve and communicate its resolution of the dispute within 45 days of its receipt of the dispute notice. Notwithstanding anything in the Agreement to the contrary, Subscriber shall not withhold any undisputed amounts while its GABN account is delinquent. Claims of fraudulent usage shall not constitute a valid basis for a dispute. Disputed charges resolved in favor of GABN, together with the applicable Late Fee, are due and payable within five (5) calendar days of GABN’s written notice denying the dispute, which shall be the Due Date for such payment.  Disputed charges resolved in favor of Subscriber will be credited to Subscriber on the following month’s billing cycle and no Late Fees shall apply.

  5. Obligations Regarding Taxes and Regulations:

    1. If any federal, state or local taxes, fees, surcharges, or other charges are imposed on GABN or Subscriber as a result of GABN’s provision of Services or Subscribers’s use of Services (“Additional Charges”), Subscriber shall pay any such Additional Charges and indemnify GABN from any liability or expense associated with the Additional Charges. For clarity’s sake, the term Additional Charges includes amounts GABN is required or permitted by governmental or quasi-governmental authorities or administrative or regulatory authorities to collect from or pay to others to support statutory or regulatory programs including but not limited to federal and state universal service fund obligations.  GABN may list certain Additional Charges that Subscriber must pay on its website at:  https://www.gabn.net/subterms.  To the extent permitted by applicable law, in the event of any change any law, rule, or other regulatory activity (“Regulatory Activity”) that affects the Services provided hereunder, GABN may at any time pass any charges or surcharges on to Subscriber, and/or modify the rates, terms, and conditions of Services to reflect the impact of Regulatory Activity.

  6. Service Orders:

    1. GABN shall furnish Subscriber with a Service Order(s) via e-mail or paper delivery, detailing the specific service requested. Upon receipt of signed Service Order from Subscriber and receipt of payments to install service or collect security deposits for service, GABN shall proceed to provision and activate service for Subscriber by delivery date as requested by Subscriber in Service Order. GABN shall use all reasonable measures to activate service by the requested delivery date.  GABN shall not be liable for any delays in meeting requested or specified installation dates or from an inability on its part to provide Services.  Subscriber shall cooperate with GABN in all facets relating to the installation and testing of the Services. Service will be made available to Subscriber and the terms and conditions of each service are to be negotiated on individual Service Orders.

    2. The charge for monthly recurring service fee and setup fee is stated in each Service Order(s). The charge does not include equipment, equipment installation, or inside wiring that the Subscriber may need at Subscriber’s end of the connection, except that is explicitly listed in the Service Order.

    3. After GABN receives a firm order commitment (the “FOC”) date for a Service from the underlying carrier, GABN will provide Subscriber with the FOC date. If the underlying carrier changes the FOC date, GABN will provide Subscriber with the updated FOC date.  GABN’s inability or failure to deliver any ordered Service by the FOC Date will not be a default under this Agreement, and GABN will not be liable to Customer or as a result of GABN’s inability or failure to deliver the Service.

  7. TERMINATION:

    1. Upon Subscriber’s (i) failure to perform any non-monetary provision of this Agreement or any Service Order hereunder that that is not corrected by Subscriber within thirty (30) days after having received notice from GABN; (ii) failure to meet any of its payment obligations (including failure to pay a required deposit) that is not corrected in full by Subscriber within 5 days after receipt of written notice from GABN or (iii) becoming the subject of a bankruptcy, liquidation or other insolvency proceeding or upon commencement of any other action against Subscriber with respect to creditors in the nature of bankruptcy,  insolvency or liquidation, GABN may, at its option, terminate this Agreement and all underlying Services, suspend all or any Service, and/or require a deposit, advanced payment, or other satisfactory assurances as a condition of continuing to provide Services.   GABN may also pursue all other rights and remedies available to it under this Agreement, at law or in equity, including but not limited to payment of early termination charges.

    2. If, prior to the Start of Service Date of a Service(s), Subscriber either (i) terminates a Service(s) or (ii) issues a change order, Subscriber will pay to GABN a charge equal to any charges incurred by GABN from the underlying service providers. Subscriber will also pay any charges associated with an “order supp,” pursuant to which the Start of Service Date is delayed. Subscriber is obligated to send such notice to GABN via email to:  SUPPORT@GABN.NET.  GABN is under no obligation to accept a change order or an order supp.  Any change order or order supp must be mutually agreed to by the parties and may result in a change to the charges or other terms applicable to the requested Service.

    3. If GABN terminates this Agreement or any Services due to Subscriber’s default, or if Subscriber terminates this Agreement or any Service(s) prior to the expiration of that Service’s specified Term, Subscriber will pay to GABN an early termination charge equal to (i) all recurring and non-recurring charges specified in the applicable Service Order(s) for the balance of each Service’s specified Term, plus (ii) any charges levied by the underlying service provider in connection with the termination that GABN does not recover under clause (i) of this Section 7.c.. Subscriber shall also be liable to GABN for all non-recurring and recurring charges that were waived or discounted by GABN.  Subscriber agrees that GABN’s damages will be impossible to ascertain if any Service is terminated and that the foregoing early termination charge establishes liquidated damages and is not a penalty.

    4. Subscriber, at its expense, will return to a location designated by GABN all equipment rented from GABN under this Agreement or separate agreement within twenty days of the termination or expiration of this Agreement. If Subscriber elects not to do so, Subscriber will notify GABN and will, in lieu of returning such equipment, pay to GABN an amount equal to the fair market value of such equipment.

    5. With respect to usage based Services, in the event Subscriber terminates this Agreement or such Services prior to the end of the Term, or GABN terminates this Agreement or such Services due to Subscriber’s default, Subscriber will be liable for all usage Services, including voice calls or metered data Services, including burstable Internet bandwidth billed to Subscriber location(s) and shall pay a termination charge equal to the minimum term commitment plus the actual usage through the date of termination for each individual Service that was terminated.

    6. In the event of any termination of this Agreement or any Services, all amounts owed to GABN under this Agreement, including early termination charges, shall be paid within 30 days of the termination date. For clarity’s sake, such amounts will also include all unpaid amounts due for Services provided prior to the effective date of termination.

    7. If Subscriber wishes to terminate (disconnect) Service for any reason, Subscriber is required to provide thirty (60) days written notice to GABN, including circuit ID and service location information. Early termination charges will apply to any termination request to the extent provided for under Section 7.c.  Disconnection requests must be sent to GABN via email to: SUPPORT@GABN.NET.  Any written notice after 4pm EASTERN Time Zone US will default to next BUSINESS day receipt.  Any written notice during weekends will default to next Monday receipt.  Furthermore, any request for terminating service must be acknowledged by an employee of GABN.  Agents of GABN or independent consultants are not considered GABN employees.  GABN’s rights under this Agreement are not exclusive and are in addition to any other legal or equitable right or remedy available to GABN.

  8. Abuse of Service. GABN’s Services may be used only for lawful purposes and may not be used in violation of GABN’s then current Acceptable Use Policy located at the following or another designated URL: https://www.gabn.net/aup . Subscriber may not be used in violation of any operating rule, policy, or guideline set by GABN.  GABN will cooperate with law enforcement if criminal activity is suspected. GABN may immediately suspend or terminate a Service related to a specific Service Order if such Service is used by Subscriber or any of its end users in a manner that (I) restricts or inhibits any person, whether a user of GABN or otherwise, in its use or enjoyment of GABN’s Service or any other systems, services or products; (2) attempts to avoid payment, in whole or in part, of any charges by any means or device (non-payment of billed charges will not be considered abuse of service for purposes of this Section; (3) is in violation of any local, state, federal, or international law or regulation or guidelines.  GABN will attempt to notify Subscriber before suspending or terminating a Service to the extent doing so does not interfere with its ability to prevent abuse of Service as determined by GABN.

  9. Except as may be provided for in the applicable Service Attachments, SERVICES PROVIDED UNDER THE AGREEMENT ARE PROVIDED WITHOUT ANY WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, COMPLETENESS, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. GABN HEREBY SPECIFICALLY DISCLAIMS ANY LIABILITY TO SUBSCRIBER FOR INTERRUPTIONS AFFECTING THE SERVICES FURNISHED UNDER THE AGREEMENT THAT ARE ATTRIBUTABLE TO SUBSCRIBER’S INTERCONNECTION FACILITIES OR TO SUBSCRIBER’S EQUIPMENT FAILURES,OR TO SUBSCRIBER’S BREACH OF THE AGREEMENT.

  10. Limitation of Liability. IN NO EVENT WILL GABN OR ANY OF ITS AFFILIATES BE LIABLE TO SUBSCRIBER OR ANY OF ITS AFFILIATES OR EMPLOYEES OR TO ANY THIRD PARTY FOR: A) ANY LOSS OF PROFIT OR REVENUE, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENT AL, PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES, WHETHER INCURRED OR SUFFERED AS A RESULT OF THE UNAVAJLABILITY OF FACILITIES, PERFORMANCE, NON-PERFORMANCE, TERMINATION, BREACH, OR OTHER ACTION OR INACTION UNDER THE AGREEMENT, OR FOR ANY OTHER REASON, EVEN IF SUBSCRIBER ADVISES GABN OF THE POSSIBILITY OF THIS LOSS OR DAMAGE; OR B) FOR ANY OUTAGE OR INCORRECT OR DEFECTIVE TRANSMISSIONS, OR ANY DIRECT OR INDIRECT CONSEQUENCES THEREOF. SUBSCRIBER AGREES THAT IT’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF BREACH OF THE WARRANTIES DESCRIBED IN THIS SECTION SHALL BE LIMITED TO THE SERVICE CREDITS DESCRIBED IN THE APPLICABLE SERVICE ATTACHMENTS OR TERMINATION OF THE RELEVANT SERVICE.

    1.  All parties agree that the liability arising out of or related to this Agreement, and/or any related Service Orders, regardless of the theory of liability, will not exceed, in the aggregate, the total fees paid by the Subscriber to GABN under any Agreement or Order during the 6 months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident) (the “General Liability Cap”).

       

      Notwithstanding the above, each party’s maximum aggregate liability pursuant to this Section 10 will not, in the aggregate and together with such party’s other liabilities arising out of or related to this Agreement, exceed an amount equal to three (3) times the General Liability Cap for damages arising as a result of: (A) gross negligence or willful misconduct of a party; (B) liability for personal injury or death caused by the negligence of a party; (C) fraudulent misrepresentation by a party; (D) breaches of a party’s confidentiality obligations; and/or (E) each party’s indemnification obligations under Section 12.

      This limitation of liability is intended to govern the parties’ liability under the Agreement and any related Service Orders, in compliance with Georgia law, and ensures that the liability is capped as specified above.
       

    2. a. 911 VoIP Emergency Service Advisory & DISCLAIMER OF LIABILITY. WARNING – VOICE SERVICES PROVIDE ACCESS TO 911 EMERGENCY SERVICE ONLY ON STATIONARY DEVICES (AND NOT MOBILE DEVICES). SUBSCRIBER ACKNOWLEDGES AND AGREES TO INFORM ALL EMPLOYEES, GUESTS, AND OTHER THIRD PERSONS WHO MAY USE THE SERVICE THAT BASIC 911 AND E911 SERVICES WILL NOT FUNCTION IN THE CASE OF A SERVICE FAILURE FOR ANY OF THE FOLLOWING REASONS: (A) POWER FAILURES, (B) SUSPENDED OR TERMINATED BROADBAND SERVICE, (C) SUSPENSION OF SERVICES DUE TO BILLING ISSUES, AND/OR (D) ANY OTHER SERVICE OUTAGES NOT DESCRIBED HEREIN. SUBSCRIBER FURTHER ACKNOWLEDGES THAT FAILURE TO PROVIDE A CORRECT PHYSICAL ADDRESS IN THE REQUISITE FORMAT MAY CAUSE ALL BASIC 911 OR E911 CALLS TO BE ROUTED TO THE INCORRECT LOCAL EMERGENCY SERVICE PROVIDER. FURTHERMORE, SUBSCRIBER RECOGNIZES THAT USE OF THE SERVICE FROM A LOCATION OTHER THAN THE LOCATION TO WHICH THE SERVICE WAS ORDERED, I.E., THE “REGISTERED ADDRESS,” MAY RESULT IN BASIC 911 OR E911 CALLS BEING ROUTED TO THE INCORRECT LOCAL EMERGENCY SERVICE PROVIDER. SUBSCRIBER ACKNOWLEDGES AND AGREES TO HOLD HARMLESS AND INDEMNIFY GEORGIA BUSINESS NET, INC FROM ANY CLAIM OR ACTION ARISING OUT OF MISROUTES OFANY 911 CALLS, OR WHETHER LOCAL EMERGENCY RESPONSE CENTERS OR NATIONAL EMERGENCY CALLING CENTERS ANSWER A 911 CALL OR HOW THE 911 CALLS ARE HANDLED BY ANY EMERGENCY OPERATOR INCLUDING OPERATORS OF THE NATIONAL CALL CENTER. THE LIMITATIONS APPLY TO ALL CLAIMS REGARDLESS OF WHETHER THEY ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANT, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY. For more information on best practices, see https://www.gabn.net/esa .

  11. Force Majeure. Other than with respect to failure to make payments due under the Agreement, neither Party shall be liable under the Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused by, or due to any cause beyond its reasonable control, including, but not limited to, fire, earthquake, flood, water, the elements, acts of God, third Party labor disputes, utility curtailments, cable cuts, power failures, explosions, civil disturbances, vandalism, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third Parties.

  12. Subscriber shall defend, indemnify and hold harmless GABN and its Affiliates, directors, officers, shareholders, employees, representatives and agents from any and all claims, taxes, penalties, interest, expenses, damages, lawsuits, actions, demands or other liabilities (including without limitation, reasonable attorneys’ fees and court costs) relating to or arising out of or in connection with Subscriber’s use, sale, resale or sharing of the Services, including (i) any claims arising out of any failure, interruption or degradation in Services provided to Subscriber hereunder; (ii) any claims that may be asserted by parties other than Customer who have use of or access to the Services; or (iii) any claims relating for libel, slander, invasion of privacy or other claims arising out of the use by the Subscriber or any end-user of the Services or the transmission of telecommunications or information through the Services.

  13. All notices required or permitted hereunder shall be in writing and shall be deemed given: (i) when delivered in person, (ii) the next business day after deposit with a commercial overnight delivery ·service for next day delivery; or (iii) upon receipt if sent by United States mail, postage prepaid, registered or certified mail, return receipt requested. All notices shall be addressed to the recipient party at the address set forth in the Cover Sheet or other address a party may designate in writing from time to time.

  14. From time to time during the Term of the Agreement GABN may, in connection with providing Services to Subscriber, locate equipment in Subscriber’s premises. All such equipment shall be listed in the applicable order for Services executed by the Parties from time to time, which may be amended by GABN from time to time if GABN changes the equipment configuration. Subscriber acknowledges and agrees that all right, title and interest in such equipment shall at all times be vested, and remain, in GABN. Customer shall return all such equipment in the same condition as received (reasonable wear and tear excluded) to GABN upon the expiration or termination of the applicable Service Order. If for any reason Subscriber fails to promptly return such equipment to GABN, Subscriber acknowledges and agrees GABN shall have the right to charge Subscriber all replacement costs for equipment. GABN agrees to reduce or credit any applicable replacement fee by an amount equal to one-time and/or setup fee(s) paid by Subscriber for GABN equipment placed at time Service was established.

  15. Assignment. Subscriber may not assign the Agreement without the GABN’s consent. GABN may assign the Agreement and Service Order(s) to any third party or within its group of companies without Subscriber’s consent.

  16. Severability. Any provision of the Agreement that is deemed invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision of the Agreement and the remaining provisions the Agreement shall remain in full force and effect to the greatest extent permitted by law.

  17. Governing Law: The Agreement shall be governed by the laws of the State of Georgia without regard to any choice of law principles that could result in the application of the laws of any other jurisdiction.  The Parties agree that all legal action or proceeding with respect to or arising out of the Agreement shall be brought in COLUMBIA COUNTY, Georgia exclusively.  Each Party accepts for itself and in respect of its own property, generally and unconditionally, the jurisdiction of the aforesaid courts.  The Parties hereby waive any right to stay or dismiss any action or proceeding under or in connection with the Agreement brought before the foregoing courts on the basis of forum non-convenience.

  18. Integration. The Agreement and all Attachments hereto, and all exhibits, Tariffs or addenda incorporated to the Agreement, represent the entire agreement between the Parties with respect to the Services and the Agreement and supersede and merge all prior agreements, promises, understandings, statements, representations, warranties, indemnities and inducements to the making of the Agreement relied upon by either Party, whether written or oral.

  19. System Maintenance. Subject to the provision in Section 12 hereof, GABN represents that system maintenance normally will not result in Interruptions.  System maintenance requiring Interruption of Service shall be completed as soon as practicable, and to the extent reasonably possible, it shall be accomplished only after prior notification to Subscriber and will be completed within a reasonable period of time where

  20. NOTICE: Any notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt.  Such notices are to be delivered to the addresses listed for each party in the signature area of this Agreement, or to any such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective upon delivery (or refusal to accept delivery).

  21. Survival of Provisions. Those Sections of this Agreement including Sections 4b, 7,9,10,12,14, 18 and those sections that by their nature should survive the termination or expiration of this Agreement, will survive the termination or expiration of this Agreement.

  22. Additional Provisions:

    1. Time is of the essence to this Agreement

  23. The Service provided by GABN as set forth in each separate Service Order attached hereto is severable and upon termination of the Service with respect to any other Service Order (upon expiration of the Service Order Term thereof), the Service with respect to other Service Orders shall continue unaffected.

  24. Pricing & Local Access. GABN provided access is based upon location among other things. If the subscriber’s service location should change, applicable prices may change also.  The pricing reflected in the Service Order does not include special construction costs, inside wiring, outside plant build out costs.  All such costs will be subscriber’s sole responsibility.

  25. Moving Service. The pricing for reinstallation or moving the service is typically equal to that of non-recurring charges listed in this agreement. Additional fees apply for installation outside of normal business hours.  Pricing is subject to facilities availability and new location’s distance from nearest GABN or underlying provider point of presence.

  26. This Agreement (including all Service Orders) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein. No subsequent agreement between the parties concerning the Services shall be effective or binding unless it is made in writing executed by the parties hereto, and no representation, promise, inducement or statement or intention has been made by either party which is not embodied herein.

  27. A material breach by GABN does not include any failure to perform that is due to a failure caused by the local exchange carrier, underlying providers, suppliers, customer premise equipment, failure to invoice correctly, or any other failure caused by circumstances not within GABN’s sole control.

  28. If an underlying service provider materially breaches the underlying service agreement or a portion of its agreement and/or fails to cure the breach within 60 days after receiving written notice of the breach from Subscriber, Subscriber may terminate the affected Service Order without incurring a termination charge.

  29. The person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement.

  30. Each individual service component in a bundled services agreement may require multiple underlying providers. Subscriber understands underlying provider terms and conditions may vary in certain integrated services solutions.

  31. In the event of a conflict between the provisions of this Agreement and those of any Exhibit or Service Order, unless the provisions of the Exhibit or Service Order expressly take precedence over the provisions of this Agreement, the provisions of these GENERAL TERMS shall prevail and such Exhibits and Service Orders shall be corrected accordingly.

  32. By Signing Master Services Agreement Cover Page and Service Order(s), you are stating that you have read this contract and fully agree to the conditions and terms stated within each: GABN’s Master Service Agreement (MSA), Acceptable Use Policy (AUP), and 911 VoIP Emergency Service Advisory (“ESA”).

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