This Internet and Voice Services Addendum (the “Internet and Voice Services Addendum”) is by and between Service Provider and Customer and applies to the Internet Services and Voice Services (each defined below) included in one or more Service Orders between the Parties. To the extent any Internet Services or Voice Services are included in a Service Order between the Parties, this Internet and Voice Services Addendum references and is incorporated into and made a part of the Master Services Agreement between the Parties (the “Master Services Agreement”).

• Definitions.
  • “Affiliate” means any entity or person that controls, is controlled by, or is under common control with Service Provider.
  • “Internet Services” means the business or commercial internet services provided by Service Provider as described in the applicable Service Orders.
  • “Voice Services” means the business or commercial voice over internet protocol solutions provided by Service Provider as described in the applicable Service Orders.
  • “Service Commencement Date” means the Activation Date(s) for the Internet Services and Voice Services set forth in the applicable Service Orders.
  • “Service Location(s)” means the Customer location(s) where Service Provider provides the Internet Services or Voice Services, as applicable.
• General Term. By Customer accessing and using the Internet Services or Voice Services, as applicable, the Parties agree that Customer is bound by this Internet and Voice Services Addendum. Service Provider may modify this Internet and Voice Services Addendum at any time and in Service Provider’s sole discretion by sending written notice to Customer. All capitalized terms used but not defined in this Internet and Voice Services Addendum have the meanings assigned to them in the Master Services Agreement and Additional Terms and Conditions.
• Delivery of Services.
  • Speed. Service Provider makes no representation regarding the speed of the Internet Service. Customer acknowledges and agrees that actual internet speeds vary, many factors can affect speed (including, but not limited to, the number of workstations using a single connection), and are not guaranteed by Service Provider.
  • Access. Customer, at no cost to Service Provider, shall secure and maintain all necessary rights of access to the Service Location(s) for Service Provider to install and provide the Internet Services and Voice Services, unless Service Provider has secured the needed access prior to the Effective Date of the MSA.
  • Activation Date. Service Provider shall notify Customer that the Services are available for use in writing (the “Availability Notice”). The Parties agree that the date of the Availability Notice shall be deemed the Activation Date with respect to the Internet Services and Voice Services covered by the Availability Notice. Any failure or refusal on the part of Customer to be ready to receive the Internet Services or Voice Services on the applicable Activation Date shall not relieve Customer of its obligation to pay any applicable Amounts Due for the Internet Services or Voice Services.
• Local Exchange Carrier. Service Provider may provide any applicable Services using local loop facilities from the Local Exchange Carrier (LEC) or underlying access provider operating in each Local Access and Transport Area (LATA). Customer shall pay all charges associated with Service Provider’s use of LEC facilities, including, but not limited to, rates charged by the LEC or underlying access provider (which are subject to change upon notice to Customer). Service Provider cannot guarantee rates from the LEC or underlying access providers until orders are placed, and a firm order commitment rate (FOC) is confirmed. If, prior to confirmation of the FOC, the rate(s) for the LEC or underlying access provider change from the rate used in calculating the price reflected on the Service Order, then Service Provider may revise the pricing provided to Customer, including all resulting monthly recurring charges (MRC) and/or non-recurring charges (NRC) and will provide Customer with notice of any new pricing for approval to proceed.
• Installation.
  • Bandwidth. Service Provider will install all Service Provider-provided bandwidth services to the demarcation point (demarc). If Customer requires or requests a demarc to be extended, Customer shall pay Service Provider additional charges for the demarc extension.
  • Additional Facilities. If Service Provider reasonably determines that additional conduits, core drills, backing boards, power, or other facilities in Customer’s premises are needed for the installation of any Services, Customer shall provide the necessary facilities as requested by Service Provider. Customer acknowledges and agrees that the need for additional facilities for the installation of any Services cannot be identified until after installation has begun.
  • Inside Wiring and Connections. Customer shall provide any necessary internal wiring or extensions to all equipment, systems, or facilities needed to access the Services, including, but not limited to, all connections between routers, switches, demarcs, phones, analog devices, and punchdown blocks (the “Wiring”). Customer acknowledges and agrees that: (a) the need for internal wiring or extensions cannot be identified until after the installation has begun; (b) Customer’s obligation under this Section 5.3 applies to installation of wiring and making final wiring connections; and (c) Customer shall pay all additional charges if Service Provider performs the internal wiring or extension services contemplated by this Section 5.3.
  • Configuration. Service Provider shall configure the Services for Customer before activating the Services, provided, however, that Customer shall have sole responsibility for the configuration of all Customer Equipment.
• IP Addresses. If necessary, Service Provider shall provide a mutually agreeable number of public IP address assignments to Customer for use solely in connection with the Services. Customer shall not obtain any property or other proprietary interest in any IP address assignments provided and Service Provider may at any time withdraw or reclaim any IP address(es) and provide alternative IP address assignments for use in connection with the Services. Service Provider will reclaim any and all Service Provider-provided IP addresses associated with the Services, at the end of the Term, or in the event of an early termination of the Services or the MSA for any reason whatsoever.
• Service Disruption. Notwithstanding anything to the contrary in the Master Services Agreement, the Parties acknowledge and agree that the Internet Services and Voice Services are not fail-safe and are not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Internet Services or Voice Services could lead to severe injury to business, persons, property, or environment (collectively, the “High Risk Activities”). These High-Risk Activities may include, without limitation, vital business or personal communications, or activities where absolutely accurate data or information is required. Customer expressly assumes the risks of any damages resulting from High-Risk Activities. The Parties agree that Service Provider shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Internet Services or Voice Services, directly or indirectly caused by, or proximately resulting from, any circumstances, including, but not limited to, causes attributable to Customer or Customer Equipment; inability to obtain access to the Service Locations; failure of any television signal at the transmitter; failure of a communications satellite; loss of use of poles or other utility facilities; or any other Force Majeure Event.
• Monitoring. Service Provider shall have no obligation to monitor postings or transmissions made in connection with the Services, however, Customer acknowledges and agrees that Service Provider and its agents may monitor any postings and transmissions from time to time and to use and disclose them in accordance with the MSA, and as otherwise required by law or government request. Service Provider reserves the right to refuse to upload, post, publish, transmit, or store any information or materials, in whole or in part, that, in Service Provider’s sole discretion, is unacceptable, undesirable. or in violation of the MSA.
• Service Level; Credits. Service Provider shall ensure the availability of Internet Services and Voice Services and respond to any trouble tickets submitted by Customer in accordance with the table below, with the remedies for not meeting the service objectives set forth in the table below (the “Service Level”):

*  Network Availability is measured by the average of actual network availability as a percentage of total potential availability in a month. infinIT Network Availability is limited to the infinIT maintained network hardware and infrastructure. Network Availability does NOT cover the following:

• Customer Equipment, such as routers, CSU/DSU units, modems, switches, computers or equipment, not maintained by infinIT at the Customer’s location.
• Lapses of Service associated with new installation (i.e.; prior to acceptance).
• Lapses of Service caused by network failures outside of the infinIT network.
• Lapses associated with any act or omission by Customer or its employees, contractors, agents, or any other entity under their control or have the right to exercise control.
• Trouble Tickets placed “on hold” pending Customer confirmation of repair.

** Response Time will be measured from the Opening of an official Trouble Ticket with infinIT Support via phone at 216-619-2000 or via email at support@infinit.us to the time when contact is made with a customer and problem resolution begins by infinIT Technicians.

• Maximum Remedy. The Parties agree that the maximum remedy in a calendar month shall not exceed the Service Fees owed by Customer for that calendar month for all service level violations in that calendar month. The Service Level remedies set forth in the table above shall become effective one (1) month following the applicable Activation Date. During that initial one-month period, Service Provider and Customer will work cooperatively to structure processes and reporting mechanisms intended for measurement enforcement. The above Service Levels and associated remedies are not applicable during periods resulting, in whole or in part, from any of the following causes:
  1. A Force Majeure Event;
  2. Planned Service outage, which is a Service outage caused by scheduled maintenance, planned enhancements, or updates to Service Provider’s network during regular maintenance windows. Service Provider’s regular maintenance windows are scheduled between 11:00 p.m. to 6:00 a.m. Eastern Time;
  3. Any Service interruption caused by:
     1. Customer actions or inactions;
     2. Customer Equipment;

• any third party not contracted through Service Provider, including, without limitation, Customer’s users, third-party network providers; and

1. any power, equipment, or services provided by third parties.

• Exclusive Remedy. The Parties agree that the remedies set forth in this Section 9 shall be Customer’s sole and exclusive remedy for any interruption, outage, unavailability, delay, or other degradation in the Internet Services or Voice Services or any Service Provider failure to meet the Service Level objectives for the Internet Services and Voice Services.

• Additional Terms Applicable to Voice Services. In addition to Sections 1 through 9 above, the following Sections 11 through 15 are specifically applicable to Voice Services. The Parties agree that Sections 7 through 15 do not apply to Internet Services.
• Usage Billing.
  • Excluded Call Types. Voice Service calling plans billed as a flat monthly fee may not include certain call types. These excluded call types will instead be charged on a per-call basis (e.g., operator services) or a measured basis (e.g., outbound, international calls). Generally, for billing purposes, a measured call begins when the call is answered by the called party or an automated answering device (such as an answering machine or fax machine); it ends when one of the parties disconnects the call.
  • Computing Usage. Except as otherwise provided in these General Terms and Conditions, Voice Service measured calls are recorded in whole minutes, with partial minutes rounded up to the next whole minute. If the computed charge for a measured call or for taxes or surcharges includes a fraction of a cent, the fraction is rounded up to the nearest whole cent.
  • Provider Charges. Notwithstanding anything to the contrary in the Master Services Agreement, some providers (e.g., those involved in calls to foreign countries) charge for a completed call when the called party’s line rings or after a certain number of rings. If such a provider charges Service Provider or its Affiliates, as if such a call were answered by the called party, Service Provider will charge Customer for a completed call.
  • Minimum Call Duration. Except as otherwise prohibited by law, calls invoiced on a per-minute basis will have an initial minimum call duration of one (1) minute, subsequent intervals of one (1) minute each, and will be billed by rounding to the next whole minute. Service Provider reserves the right to round up any and all Voice Service invoice amounts to the nearest one (1) cent.
• Additional Charges. In additional to all other Services Fees and Expenses that may be charged to Customer by Service Provider for the Internet Services and Voice Services, Customer shall pay to Service Provider the following charges:
  • A surcharge for the Service Provider’s required contribution to the Federal Universal Service Fund collected by the Federal Communications Commission; and
  • A network cost recovery fee, which is assessed to Customer by Service Provider to recover charges incurred by Service Provider from third party network providers, including regulatory fees.
• Use Policy. Except as otherwise provided in the MSA, Voice Service may only be used at Service Location(s) where such service is installed by Service Provider. Customer understands and acknowledges that if Customer attempts to install or use the Voice Service at another location, Voice Service, including but not limited to 911/E911, may fail to function or may function improperly. It will be considered a material violation of the Master Services Agreement if Customer moves any Voice Service to another location without first notifying Services Provider. Customer expressly agrees not to use Voice Service for autodialing, continuous or extensive call forwarding, telemarketing (including without limitation charitable or political solicitations or polling), fax or voicemail broadcasting or blasting, or for any other use that results in excessive usage inconsistent with standard commercial calling patterns. If Service Provider determines, in its sole discretion, that Customer’s use of Voice Service is excessive or in violation of the MSA, Service Provider reserves the right, among other things, to terminate, suspend, or modify Voice Service immediately and without notice.
• Service Limitation.
  • Disruption of Service. Customer acknowledges and understands that Voice Service will not be available for use under certain circumstances, including without limitation when the network or facilities are not operating or if normal electrical power is interrupted and the applicable Equipment does not have a functioning backup power. Customer also understands and acknowledges that the performance of the battery backup is not guaranteed. If the battery backup does not provide power, Voice Service, including calls to 911, will not function until normal power is restored. Customer also understands that certain online features of Voice Service, where such features are available, will not be available under certain circumstances, including but not limited to the interruption of the Internet connection.
  • Commercial Use Only; Availability. The Parties agree that the Voice Services are only intended for commercial use and Customer shall use the Voice Services for commercial use only.
  • Nomadic Functionality of certain Voice Service and Equipment. Service Provider may sell or provide certain Voice Service and related Service Provider Equipment with nomadic functionality (the “Nomadic Systems”). If Service Provider provides any Nomadic Systems under the MSA, Customer agrees to comply with all user guides, requirements, and instructions provided by Service Provider, including without limitation, updating the Service Location associated with the Nomadic Systems. Customer updates to the Service Location must be made a minimum of seventy-two (72) hours prior to moving Nomadic Systems to ensure the records update is in place by the time of the relocation.
• Limitations of 911/E911.
  • Limitations. Voice Service includes a 911/ Enhanced 911 function (“911/E911”) that may differ from the 911 or Enhanced 911 function furnished by other providers. As such, it may have certain limitations. CUSTOMER ACKNOWLEDGES AND ACCEPTS ANY LIMITATIONS OF 911/E911.
  • Correct Address. MANY STATES REQUIRE BUSINESSES USING MULTI-LINE TELEPHONE SYSTEMS TO PROGRAM THEIR SYSTEMS TO TRANSMIT SPECIFIC LOCATION INFORMATION FOR (E.G., OFFICE NUMBER, ROOM NUMBER, FLOOR LEVEL, OR DIRECTIONAL QUADRANTS WITHIN INDIVIDUAL BUILDINGS, OR STREET ADDRESS FOR MULTI-LINE SYSTEMS THAT SERVE MULTIPLE DISCRETE BUILDINGS) 911 CALLS. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT IT, AND NOT SERVICE PROVIDER, BEARS SOLE RESPONSIBILITY TO ENSURE THAT IT IDENTIFIES AND COMPLIES WITH ALL SUCH APPLICABLE LAWS, AND ANY FAILURE TO DO SO IS A BREACH OF THE AGREEMENT. For 911/E911 calls to be properly directed to emergency services, Service Provider must have Customer’s correct Service Location address. If Customer moves Voice Service to a different Service Location without obtaining Service Provider’s approval and providing the correct information to Service Provider, 911/E911 calls may be directed to the wrong emergency authority, may transmit the wrong Service Location address, and/or Voice Service (including 911/E911) may fail altogether. Therefore, Customer must contact Service Provider before moving Voice Service to a new Service Location, or a new location within a Service Location. Customer acknowledges that 911 calls from Nomadic Systems assigned to the same telephone number will reach the emergency authority associated with the registered Service Location.
  • Voice-Specific Interruptions. Customer acknowledges and understands that Voice Service uses the electrical power in Customer’s Service Location. If there is an electrical power outage, 911 calling may be interrupted if the battery backup in the associated Equipment is not installed, fails, or is exhausted after several hours. Customer is urged to arrange for their own backup power supply. The duration of Voice Service during a power outage will depend, among other things, on Customer’s backup power choice and proper configuration of the Customer’s disaster recovery features. Service Provider bears no responsibility for such loss of Voice Service.
  • Network Facilities. Calls, including calls to 911/E911, may not be completed if Customer exceeds its Voice Service and equipment configuration calling capacity or if there is a problem with network facilities, including network congestion, network/equipment/power failure, or another technical problem.
  • 911/E911 Limitations for Nomadic Users. Service Provider only supports 911/E911 calls in those areas of the U.S. where Service Provider can direct Customer’s 911 calls to the appropriate PSAP in a manner consistent with applicable laws, rules and regulations, including, without limitation, FCC rules and requirements. Customer acknowledges that 911 calls from Nomadic Systems will reach the emergency authority associated with the original registered Service Location unless Customer updates the Service Location address as described in Section 15.2 above. Comcast will be unable to register any Service Location provided in conjunction with the use of Nomadic Systems that are outside its 911/E911 Voice Service support area. In such circumstances, Customer will be required to use an alternative means of accessing 911/E911.
  • Suspension and Termination by Service Provider. Customer understands and acknowledges that Voice Service, including 911/E911, as well as all online features of Voice Service, where Service Provider makes these features available, will be disabled if Customer’s account is suspended or terminated under the terms of the MSA.

LIMITATION OF LIABILITY AND INDEMNIFICATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER SERVICE PROVIDER NOR ITS AFFILIATES WILL BE LIABLE FOR ANY VOICE SERVICE OUTAGE, INABILITY TO DIAL 911 USING THE VOICE SERVICES, AND/OR INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL. CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SERVICE PROVIDER AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS, AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, CUSTOMER OR ANY THIRD PARTY OR USER OF THE VOICE SERVICES RELATING TO THE FAILURE OR OUTAGE OF THE SERVICES, INCLUDING THOSE RELATED TO 911/E911.