Terms and Conditions
TERM OF AGREEMENT.
The term of this agreement shall be on a month to month basis. This Service Agreement will automatically be renewed on a month-to-month basis thereafter. Customer may cancel this agreement at anytime within 30 days prior written notice to GEOTEL COMMUNICATION SERVICES, INC. GEOTEL COMMUNICATION SERVICES, INC. is authorized by state and federal regulatory authorities. Tariffs, rates, terms, and conditions of service are on file with the appropriate jurisdictional authority and apply to services offered under this service agreement to provide telecommunications services. Any conflict between this Agreement and the Tariffs shall be governed by the Companys then-current FCC Domestic Tariff.
1. GENERAL. Any notice permitted or required shall be in writing and sent postage paid, first class United States mail, to the party for which intended, at the address last provided to each party. This Agreement, the attachments and exhibits constitute the entire Agreement between the parties and no oral or written representation not herein contained shall be binding upon Company unless confirmed by a written instrument signed by a duly authorized officer of Company. No modification or amendment hereto shall be effected by the acknowledgement or acceptance by Company of any purchase order, sales acknowledgement or other similar form from Customer.
2. DISCLAIMER OF WARRANTIES. Except as otherwise stated herein, Company makes no warranty, express or implied, with respect to the provision by it of long distance service hereunder, and disclaims any express or implied warranty of merchantability, or foreseeable or unforeseeable damages, including, without limitation, lost sale or lost profits which customer, (or any of the customers customers) may suffer as a result of the Company provision of or failure to provide services, or the use or non-use of such services by the customer. Company expressly disclaims any representation or warranty regarding any percentage of savings regarding the use of any services provided by Company.
3. PAYMENT. Payment is due upon receipt of your invoice. Your account is delinquent 25 days after the date of your invoice. There is no finance charge for services performed during a billing period if the balance is paid within 25 days of the date shown on the bill for that period. If not paid within the 25 day period, a finance charge equal to the current legal rate of interest will be applied to all delinquent balances owed to Company. The amount of the FINANCE CHARGE for each statement period is computed by applying the Periodic Rate to the Previous Balance. The Periodic Rate is 1.5% per month, unless otherwise indicated by applicable law. The ANNUAL PERCENTAGE RATE is 18%. Company may change these terms, but only by mailing or delivering written notice of such change to you as required by applicable law. Continuation thereafter of service by Company shall be subject to the approval of Company credit department and may require payments in advance, deposits or other guarantees to satisfy Company that invoices will be paid when due. The Company may suspend service to the Customer at any time for non-payment. Company will charge a $20.00 fee for any returned check. Customer is liable for all fixed charges (if any) that continue to bill regardless of the actual long distance usage amount. In the event service is suspended or disconnected, a reconnection fee for the continuation of service equal to the original connection fee (or $50.00 whichever is greater) may be charged.
4. AMENDMENT. This agreement, including rates, may be modified, amended or changed by Company in Company's sole discretion and without notice to Customer.
5. ADDITIONAL TELEPHONE CHARGES. Customer acknowledges and agrees that Company is providing only interexchange service. The Customer may incur additional charges with its local telephone exchange company which may or may not be related to the service by Company. Unless otherwise agreed to in writing, Customer assumes full responsibility for such charges.
6. CREDITS. Customers may be eligible for credits pursuant to the terms of the companys tariff.
7. SUSPENSION/TERMINATION. Customer may terminate this Agreement without liability if the Companys network quality does not meet industry standards, provided that all of the following conditions are met: (a) The Companys failure to meet industry standards must be attributable to facilities or causes within the Companys reasonable control, (b) the Company is unable to resolve the problem within two (2) weeks after receipt of written notice of the problem; and (c) Customers account balance is current. If Customer terminates this Agreement for any other reason prior to the expiration of the then-current term, Customer shall be liable and agrees to pay on demand a termination penalty equal to the monthly or annual revenue commitment multiplied by years, months or days remaining on the unexpired term. The Company reserves its rights to suspend or terminate this Agreement in accordance with suspension and termination rights in the Tariff. If Company terminates this Agreement for cause, Customer shall be liable to and pay on demand a termination penalty as described in this Section.
8. ASSIGNMENT. This Agreement may not be assigned by the Customer without the prior written consent of the Company.
9. INDEMNIFICATION. Customer shall indemnify and hold Company, its affiliates, stockholders, officers, directors and employees harmless from and against, and shall reimburse Company for any and all losses, damages, liabilities, deficiencies, claims, actions, causes of action, judgments, awards, costs and expenses (including, but not limited to, costs of defense and reasonable attorneys' fees) incurred by Company and arising out of or in connection with, in whole or in part, directly or indirectly: (a) any breach of this Agreement by Customer; or (b) any claims which may be asserted by parties other than Customer who have use of or access to the Services through Customer.
10. APPLICABLE LAW. This Agreement shall be governed under the laws of the state of California; Customer agrees to judicial venue in Ventura County. This Agreement and all rates, services and products provided hereunder is made subject to all present and future valid orders and regulations of and tariffs filed with any regulatory body having jurisdiction over the subject matter hereof, and to the laws of the United States, any of its states, or any foreign governmental agency having jurisdiction.
11. ATTORNEYS FEES. Should any party or parties hereto institute any action or proceeding to enforce or interpret any term or provision hereof or for damages by reason of any default hereunder or for any other judicial remedies, the prevailing party or parties shall be entitled to reimbursement from the non - prevailing party or parties of the prevailing partys or parties reasonable attorneys fees and costs, including on any appeal, as determined by the court of competent jurisdiction.
12. WAIVER. The failure of either party to enforce or insist upon compliance with any of the provisions of this Agreement or the waiver thereof, in any instance, shall not be construed as a waiver or relinquishment of any other instance, or of any other provision of this Agreement.
CONFIDENTIALITY. The terms of this Agreement, the Attachments and Exhibits
are confidential and proprietary and shall not be disclosed by Customer
to any third party. Address Questions to: