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1. Services:
Subject to the Customer placing orders and IPGN accepting such orders as contemplated herein,
Customer agrees to purchase, and IPGN agrees to provide, the services described in the attached service schedule(s)
and/or Service Order Forms ("Service Schedule(s)" or "Service Order") that comprise a part of this Agreement and that
are agreed to by both parties (the "IPGN Services"), as well as Third Party Service described in Section 19 of this
Agreement (IPGN Services and Third Party Service, collectively or individually, the "Services"). IPGN Services may
consist of any combination of IPGN's programs, data products, and/or voice products (each referred to as "Network
Services"), and/or professional services. All Services shall be provided only according to the terms and conditions
in this MSA and as specified in a Service Order placed by Customer contemporaneously herewith, subsequent hereto or
in contemplation hereof. This Agreement is comprised of the general terms and conditions contained in Sections 1
through 26 herein (the "General Terms") together with any appendices, and/or Service Orders attached or incorporated
by reference, and the foregoing shall be deemed one, integrated agreement and not as separate, severable contracts.
The Service Schedules may be attached hereto, separately executed, or added by amendment. All Services are subject to
availability and approval of Customer's credit by IPGN at the time of each Service Order. In the event of a conflict
between the terms and conditions of this Agreement and any applicable Schedules, the Addendum shall control.
2. MSA Term:
The MSA (referring not to individual Services, which will each have their own term as described in Section
3 below) shall continue in effect for three (3) years from the Effective Date (.MSA Term.), and shall then
automatically renew for successive one (1) year periods (.MSA Renewal Term(s).), unless either party gives written
notice to the other party of non-renewal, such notice to be delivered at least sixty (60) calendar days before the
end of the MSA Term or the MSA Renewal Term. Notwithstanding the prior sentence, unless Customer is in Default, any
Service being provided at the time of termination of this MSA shall continue upon the terms and conditions of this
MSA until the end of the Service Term or any applicable Extension Period for Service as specified in the applicable
Service Order or until such Service Order is terminated; provided, however, that Customer may not order any new
Service until Customer and IPGN have entered into a new agreement or mutually agreed in writing to extend this MSA.
3. Service Term:
The term for each Service as described in a Service Order shall be as indicated on the Service Order
("Service Term"). At the end of the Service Term for any Service then pending, such Service shall continue on a
month-to-month basis ("Extension Period") unless either party gives written notice to the other that the Service(s)
shall be discontinued, such notice to be delivered at least sixty (60) calendar days before the end of the Service
Term, or if during the Extension Period, then upon at least thirty (30) calendar days. prior written notice.
Notwithstanding the foregoing, if Customer disconnects Service and Customer has ordered its own Internet service or
interexchange network service, Customer must provide IPGN written notification of Customer's disconnect with the
Internet service or interexchange network service provider in the form of a disconnection firm order commitment
("DFOC") from the Internet service or interexchange network service provider.
4. Payment Terms and Charges:
Customer agrees to pay recurring and non-recurring charges for IPGN Services, as
set forth in applicable Service Order and/or quote ("Quote") referenced in such Service Order and all charges for
Third Party Services, if applicable. IPGN provides and charges for Services in U.S. Dollars, commencing on the date
IPGN notifies Customer that the relevant Service is available for use by Customer. subject to Section 5 below, all
amounts stated on each invoice are due and payable within twenty (20) calendar days of the date of the invoice,
except with respect to Services related to voice products, which shall be due and payable immediately upon receipt of
the invoice ("Due Date"). In the event Customer fails to make full payment of undisputed amounts by the Due Date,
Customer shall also pay a late fee in the amount of the greater of: (i) five percent (5%) of the amount due, or (ii)
the maximum lawful monthly rate under applicable state law, of the unpaid balance which amount shall accrue from the
Due Date ("Late Fee"). IPGN may make billing adjustments for IPGN Services for a period of one hundred eighty (180)
calendar days after the date a Service is rendered, and for Third Party Services at any time within two (2) months of
IPGN's receipt of any invoice from the Third Party Provider (defined in Section 19 below), or any other time frame
allowed by contract, law, or government rule or regulation, whichever is later. IPGN will invoice Customer for any
billing adjustments and Customer agrees to pay such amounts in accordance with this Section.
5. Deposits:
IPGN may require Customer to pay a cash deposit at any time to protect its interests in the sole
and absolute discretion of IPGN. The amount of the deposit will be credited to Customer's account when this Agreement
expires or is terminated, and any remaining balance will be refunded to Customer.
6. Taxes and USF Charges:
(a) If any local, state, national, international, public or quasi-public governmental
entity or foreign government or its political subdivision imposes any taxes (including taxes based on IPGN's net
income or capital or any property taxes), fees, surcharges, or other charges or impositions on IPGN as a result of
IPGN's sale of Services or Customer's use of Services, Customer shall pay any such impositions ("Additional Charges")
and fully indemnify IPGN from any liability or expense associated with the Additional Charges. (b) In addition, if
Additional Charges are assessable to support the federal Universal Service Fund ("USF") or any similar local, state,
national, international, or foreign fund, IPGN may elect to calculate and charge Customer in accordance with
applicable regulations of the government authority having jurisdiction ("USF Charges"), unless Customer is paying
such Additional Charges directly or is otherwise exempt. To the extent USF Charges apply to Services, Customer shall
also pay IPGN an administrative fee equal to one percent (1%) of the total IPGN charges for such Services.
7. Financial Information:
Customer authorizes IPGN to obtain credit and financial information about the
Customer as IPGN deems appropriate and necessary in order to evaluate the credit worthiness of Customer.
8. Customer Premise Equipment (CPE):
When specifically provided for in the Service Order, IPGN, will pay for,
provide, install maintain, operate control and own any network access device ("Equipment") connected to the IPGN
network, which Equipment shall at all times remain the property of IPGN, regardless of where located or attached.
Customer may not rearrange or move or disconnect the Equipment and is responsible for any damage to or loss of
Equipment caused by Customer, its end users or invitees. Customer agrees to reimburse IPGN for all CPE not returned,
or returned damaged from customer.
9. Early Termination:
Customer may disconnect any IPGN Service for any or no reason after installation by
providing written notification to IPGN at least sixty (60) calendar days in advance of the effective date of the
disconnection and paying to IPGN an "Early Termination Charge" in an amount equal to: (i) the recurring charges
associated with the Service Term less any recurring charges already paid, (ii) any non-recurring charges not yet paid
by Customer, (iii) installation charges discounted or waived at the time Service was installed, (iv) any termination
liability associated with Third Party Services, and (v) the balance of any minimum commitments by Customer required
under this MSA, if applicable. If Customer terminates any IPGN Service during an Extension Period as provided in
Section 3 above, Customer shall only be responsible for any non-recurring charges not yet paid by Customer together
with termination liability associated with Third Party Services. It is the express intent and understanding of the
parties that, this MSA and all Service Orders hereunder being one integrated agreement and not separate, severable
contracts, Customer's right to early termination of any Service is not a right to "reject", on an individual basis,
any Service or any Service Order pursuant to federal bankruptcy laws. In the event Customer orders its own Internet
service or interexchange service, Customer's written disconnection notice must also include a DFOC from the Internet
service or interexchange service provider as described in Section 3.
10. Warranties:
IPGN warrants and represents that it is fully authorized to contract for the Services specified
herein. IPGN does not guarantee or warrant continuous or uninterrupted service. IPGN MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR FUNCTION.
11. Acceptable Use
Customer shall make use of IPGN Services only for lawful purposes in compliance with all
applicable federal and state laws and regulations and adhere to all of the terms of the "IPGN Acceptable Use Policy"
as set forth at the website http://www.ipglobal.net/home/terms.php from time to time. Violation of any federal or
state laws or regulations or failure of a Customer to comply with the Acceptable Use Policy shall be grounds for
immediate termination of IPGN services. Termination for violation of the Acceptable Use Policy shall in no event
release Customer from the obligation to pay all amounts due and payable hereunder.
12. Limitation of Liability:
EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL IPGN EVER BE LIABLE TO
CUSTOMER OR ANY OTHER THIRD PARTY IN ANY RESPECT, INCLUDING WITHOUT LIMITATION, FOR ANY DAMAGES, EITHER DIRECT,
INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE, OR ANY OTHER DAMAGES, OR FOR ANY LOSS OF GOODWILL OR
LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF MISTAKES, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS,
DELAYS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE OBLIGATIONS OF IPGN PURSUANT TO THIS AGREEMENT AND IN NO
EVENT SHALL IPGN EVER BE LIABLE AT ANY TIME FOR ANY AMOUNT OF DAMAGES IN EXCESS OF THE AGGREGATE AMOUNT OF PAYMENTS
THAT IPGN HAS ACTUALLY RECEIVED FROM ITS SUBJECT CUSTOMER FOR SERVICES PROVIDED BY IPGN HEREUNDER; THE RETURN OF SUCH
MONIES ACTUALLY PAID TO IPGN SHALL BE DEEMED CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
13. Indemnity:
(a) Customer and IPGN will save, defend, and hold harmless the other party from and against any
loss, debt, cost, liability, damage, obligation, claim, demand, judgment or settlement of any nature or kind, known
or unknown, liquidated or unliquidated, of any third party, including without limitation all reasonable costs and
expenses, litigation costs and attorneys. fees ("Claim"), relating to damage to tangible property or bodily injury,
or wrongful death, to the extent such Claim arises out of the negligence of the respective indemnifying party, its
employees, agents, or contractors in connection with this MSA or the provision of Services hereunder. (b) Customer
will release, defend, indemnify and hold harmless IPGN and its officers, directors, managers, employees, contractors
and agents from and against any Claim to the extent such Claim (i) is brought by a downstream customer of Customer or
an end user and arises out of an alleged defect in or failure of Service, or (ii) arises out of failure by Customer
or downstream customers of Customer or end users to obtain approval, consent, or authorization relating to the data
or content transmitted over IPGN's network, including without limitation claims relating to any violation of
copyright law, export control laws, or that such transmissions are libelous, slanderous, an invasion of privacy or
illegal.
14. Compliance with Law::
Customer's use of the Services and IPGN's provision of the Services shall be in
accordance, and comply, with all applicable governmental laws, regulations, and rules. Customer shall obtain all
approvals, consents and authorizations necessary to conduct its business and initiate or conduct any transmissions
over any facilities covered by this MSA. IPGN shall obtain all approvals, consents and authorizations necessary to
conduct its business and to provide the Services covered by this MSA. Customer and IPGN further expressly agree to
release, defend, indemnify and hold harmless the other party from and against any Claim arising out of, resulting
from or based upon the indemnifying party's violation of any applicable governmental law, rule or regulation.
15. Force Majeure:
Either party may adjust or suspend its performance (other than the obligation to make payments
hereunder) to the extent such performance is beyond its reasonable control including, without limitation,: acts of
God, fire, explosion, weather (including rain fade), cable cut caused by a third party, governmental action, national
emergencies, war, riot, insurrection, terrorism, vandalism, or labor difficulties (including work stoppages, strikes,
or lockouts). If a force majeure event continues for a period of thirty (30) calendar days or more, then either party
may, without incurring further liability, terminate the affected Services or circuits, except for Customer's
liability for any charges for the account of a Third Party Provider.
16. Proprietary Information:
Except as required by law or government regulation, the terms and conditions of this
MSA and all proprietary information exchanged by the parties and all documents referenced herein (including invoices)
are confidential and shall not be disclosed without prior written consent of the other party. Customer shall never
deconstruct, modify, or "reverse engineer" any software of programs provided to Customer by IPGN.
17. Interstate Service Representation:
IPGN and its Affiliates (defined in Section 21 below) shall not be
obligated to make available intrastate Service, e.g., any Service on a circuit which originates/terminates at points
both of which are situated within a single state, unless IPGN or its Affiliates specifically offer an intrastate
Service, or an information Service as defined in 47 U.S.C. Section 153(20) or unless Customer represents in writing
that such Service (other than switched voice services) or circuit shall be used to carry more than ten percent (10%)
interstate or foreign telecommunications traffic. Customer hereby represents that more than ten percent (10%) of the
transmissions on each circuit shall be interstate transmissions or foreign transmissions as those terms are defined
in 47 U.S.C. Sections 153(17) and 153(22). If it is determined at any time that such Service or circuit is subject to
regulation by a U.S. State regulatory agency, the Service or circuit may be provided by IPGN or its Affiliates
pursuant to applicable state laws, regulations and applicable tariffs, or IPGN and its Affiliates may discontinue
provision of the affected Service or circuit.
18. Third Party Services:
In conjunction with Service provided, IPGN may, upon Customer's request, arrange for
Service to be provided by a third party ("Third Party Service"), such as local access service, interexchange service,
or international service. IPGN shall not be obligated to provide any Third Party Service except in connection with a
Service Order. In the event Customer requests that IPGN order Third Party Service, IPGN shall make provision and
coordinate the installation of such Service and conduct the initial testing of an interconnection between the IPGN
Service and Third Party Service. IPGN will not begin billing Customer for such Third Party Service until related IPGN
Service is available. Customer may be required to execute a letter of authorization ("LOA"), in a form provided by
IPGN, authorizing IPGN to deliver such Third Party Service to Customer's location. When Customer requests
international service, IPGN may arrange for the foreign end point of the Service or for a portion of the foreign end
point of such Service to be provided by a third party carrier licensed in the relevant foreign point. In some cases,
IPGN may be unable, and Customer may be required, to arrange the foreign end of such Service with a foreign carrier.
Although this MSA governs the terms of IPGN's arrangement of Third Party Service, service level parameters and
related warranties (if any), surcharges, outage credits, required commitments, termination liability, limitations,
and other service-specific terms of the Third Party Service shall be those of the provider of the Third Party Service
("Third Party Provider"). All charges incurred by IPGN for such Third Party Service, including without limitation
monthly recurring charges, installation charges, non-recurring charges, and applicable termination/cancellation
charges of the Third Party Provider, shall be invoiced to Customer and Customer shall be responsible for the full
timely payment thereof.
19. Customer Ordered Internet Service or Interexchange Service:
Customer may order its own Internet service or
interexchange service from a data network provider that has established entrance facilities in a IPGN point of
presence upon receipt of a LOA or letter of authorization/carrier facility assignment ("LOA/CFA"). Customer may order
its own Internet service or interexchange service with a vendor who does not have established entrance facilities
within IPGN's point of presence only with IPGN's written permission. Customer's Internet service or interexchange
service provider shall directly bill Customer for such Internet service or interexchange service. Customer shall
ensure that Customer
ordered Internet service or interexchange service is available at the same time as the IPGN Service and shall be
obligated to pay for IPGN Service regardless of whether Customer-ordered Internet service or interexchange service is
available or not.
20. Colocation Space Sublicense:
Customers that wish to sublicense from IPGN, certain space (as described
in the SOF or Service Agreement) to locate their (customer's) equipment within IPGN facilities, expressly agree to
the following additional terms: (1) Customer shall use the space solely for the location and operation of the subject
equipment., (2) Customer shall not have any real property interest or lease in the space provided for Customer use,
but shall maintain the space in first class condition., (3) the space is accepted "AS IS" and WHERE IS by customer;
IPGN makes no representation or warranty as to the fitness of the space for the customer's intended use., (4)
Customer shall not connect or interconnect the equipment with any other equipment or services of any third party
without the written approval of IPGN. (5) access to the space will be limited to those employees of customer that
have been issued proper credentials by IPGN in advance (6) IPGN shall have the authority (without subjecting IPGN to
any liability related thereto) to suspend customers operations in and around the space if (in the sole discretion of
IPGN) there arises any hazardous condition, unsafe practice or emergency situation. ; IPGN shall have the right to
access the space for any reason, at any time
(7) Customer shall obtain and maintain all insurance in such form, amounts, and coverages as is deemed necessary or
as required by any underlying agreement related to the space.: Customer shall name IPGN as an additional, insured in
such policy or policies and customer's insurance shall be deemed primary over IPGN's. Customer further agrees to
waive and to require its insurers to waive any rights of subrogation or recovery that they may have against IPGN.
Customer shall agree to furnish to IPGN certificates of insurance upon request., (8) Customer waives all rights of
recovery, claims or causes of action against IPGN, for any loss or damage to any equipment or other property of
Customer located in or about the space or for any injury to any person, as a result of any cause whatsoever.;(9) In
the event that customer fails to pay to IPGN all amounts due under the SOF or Service Agreement when due, customer
agrees that upon the delivery of written notice (via fax\email\US Mail ) to Customer, IPGN may (a) restrict
Customer's physical access to the space and equipment; and/or (b) take possession of any equipment and store it, at
customers sole cost and expense, until taken in full or partial satisfaction of any lien or judgment, all without
being liable to prosecution or for damages. ;(10) Upon termination or expiration of the SOF or Service Order,
Customer shall promptly remove all equipment and other property, and shall restore the space to its condition prior
to the installation thereof. Any equipment or property not so removed by Customer may be moved and disposed of by
IPGN and Customer shall be liable for the cost of removal, disposal, and restoration of the space.; (11) Customer
shall not assign, delegate, transfer, or sublicense this collocation, the Service Order, SOF or any of its rights or
obligations (or any portion thereof) without the express written consent of IPGN; and (12) IPGN at its sole
discretion, may move Customer's Colocation Sublicense to any other like IPGN Colocation Facility located within the
same metropolitan area, under the same terms and conditions described in the original SOF, upon thirty (30) days
written notice (via fax/email/US Mail).
21. 911 & Service Limitations:
The Federal Communications Commission requires that IP Global, LLC provide e911
service to all customers using the Service within the United States ("U.S"). The terms in this section apply to all
customers regardless of location. The e911 service provided by IP Global, LLC works differently than traditional wire
line 911 emergency services. These characteristics may make e911 services unsuitable for some customers. Because
customer circumstances vary widely, customers should carefully evaluate their own circumstances when deciding whether
to rely solely upon the e911 service. Customer acknowledges that it is Customer's responsibility to determine the
technology or combination of technologies best suited to meet Customer's emergency calling needs, and to make the
necessary provisions for access to emergency calling services. e911 Considerations: Limited Availability, Customer
acknowledges that the Service, including e911 service, will not function in all conditions, including but not limited
to the following: Electrical Power, The Service and e911 service will not function in the absence of electrical
power. If there is a power outage, Customer may be required to reset or reconfigure the Equipment before being able
to use the Service and e911 service. Instant Access, The Service and e911 service will not function if there is an
interruption of Customer's broadband or high-speed internet access service. Configuration and Availability, E911
service will not function if customer's phone fails or is not configured correctly or if the Service is not
functioning for any reason, including suspension or disconnection of Service because of billing or other issues.
Network Issues, Due to technical factors in network design, and in the event of network congestion on the IP Global,
LLC network, there is a possibility that an e911 call will produce a busy signal or will experience unexpected
answering wait times and/or take longer to answer than standard 911 calls placed via traditional, legacy,
circuit-switched telephone networks. Non-Voice Systems, The Service, including e911 service, may not function with
out-dialing systems including home security systems, medical monitoring equipment, TTY equipment, and entertainment
or satellite television systems. Customer has no claim against IP Global, LLC for interruption or disruption of such
systems by the Service, including e911 service. Cost, IP Global, LLC passes through to Customer a mandatory e911
service fee of $25 per use to cover the costs associated with providing this service. This fee will be charged to
Customer for each occurrence. Physical Location, Customers who subscribe to e911 service will be required to register
the physical location of their Equipment with IP Global, LLC, and agree to update the location whenever the physical
location of their Equipment changes. Customer acknowledges that the only mechanism for routing e911 calls to the
correct emergency call taker is the physical location currently registered for the account. Customer acknowledges and
understands that any enhanced location information passed to an emergency operator by IP Global, LLC will be based
upon the physical location provided to IP Global, LLC by Customer. There may be some delay before the automatic
number and location information is passed to the local emergency service operator. In the event that the physical
location has not been updated or is not complete, IP Global, LLC may attempt to route an e911 call based upon the
bill-to or ship-to addresses associated with the customer's account or initial Order.
911 Acknowledgement: The Service does not support 911 emergency dialing or other emergency functions in the same way
that traditional wire line 911 services operate. The differences are detailed in this section and you agree to notify
any potential user of the services, who may place calls using your telephone/communication system(s), of the e911
limitations described herein. Customer hereby acknowledges that it has been advised of the circumstances under which
e911 service may not be available or may be limited in comparison to traditional 911 emergency dialing. All Customers
are required to subscribe to IP Global, LLC's e911 service and will be subject to a monthly e911 service charge. The
monthly e911 service fee shall be included in the applicable Service Order Form for the associated line and Customer
shall reimburse IP Global, LLC for the direct costs it incurs in providing e911 service, including state, county and
municipal e911 surcharges, e911 automatic location information (ALI) database storage, line information database and
caller id (LIDB/CNAM) expenses, and any other taxes or surcharges directly or indirectly associated with the
provision of e911 service. IP Global, LLC reserves the right to adjust the level of charges associated with the
provision of e911 service to reflect increases or decreases in the costs IP Global, LLC incurs. Other fees may apply
for usage of e911 service as outlined in section 21 herein.
22. IP Global Voice Services::
Reasonable Use, Prohibited Use, and Fraud: Reasonable Business Use, Any of IP
Global, LLC's service plans that offer unlimited minutes of PSTN calls ("Unlimited Plans") are for reasonable
business use of Customer only. Reasonable Business Use does not include certain activities including, but not limited
to, any of the following: Autodialing, continuous or extensive call forwarding, use of virtual extensions for regular
business use, continuous connectivity, fax broadcast, fax blasting, telemarketing (including without limitation
charitable or political solicitation or polling), call center operations, junk faxing, fax spamming, calling/faxing
any person (through the use of distribution lists or otherwise) who has not given specific permission to be included
in such a process or any other activity that would be inconsistent with reasonable business usage. Any other use
resulting in improper usage patterns, including but not limited to dialing patterns wherein the Customer's inbound or
outbound minutes exceeds 80% of the aggregate usage and/or average minutes per seat are in excess of 90% of all IP
Global, LLC customers. If IP Global, LLC determines, in its sole discretion, that Customer is not using the Unlimited
Plans for Reasonable Business Use, IP Global, LLC reserves the right to immediately (a) bill Customer for the current
per-minute rate for any usage determined to be outside of Reasonable Business Use and (b) to terminate or modify the
terms of Customer's Service. Prohibited Use, Any use of the Service or any other action that causes a disruption in
the network integrity of IP Global, LLC or its vendors, whether directly or indirectly, is strictly prohibited and
may result in termination of the Service at the sole discretion of IP Global, LLC. Customer understands that neither
IP Global, LLC nor its vendors are responsible for the content of the transmissions that may pass through the
Internet and/or the Service. Customer agrees that it will NOT use the Service in ways that violate any law or
regulation (including but not limited to laws prohibiting transmission of unsolicited fax advertisements), infringe
the rights of others, or interfere with the users, services, or equipment of the network. Customer agrees and
represents that it is purchasing the Service for its own internal use, and shall not resell, transfer or make a
charge for the Service without the advance written permission of IP Global, LLC. Customer shall not transmit through
the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise
objectionable material of any kind or nature. Customer further agrees not to transmit any material that encourages
conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable
local, state, national or international law or regulation. Any use found to be inconsistent with this restriction
will result in termination of the Service. Fraud, It is the express intention of the parties that Customer, and not
IP Global, LLC, shall bear the risk of loss arising from any unauthorized or fraudulent usage of the Service. IP
Global, LLC reserves the right, but is not required, to take any and all action it deems appropriate (including
blocking access to particular calling numbers or geographic areas) to prevent or terminate any fraud or abuse in
connection with the Service, or any use thereof, provided, however, that any such action shall be consistent with
applicable federal and state laws, rules, and regulations and provided further that the failure to take any such
action shall not limit Customer's responsibility for all usage of the Service.
23. Assignment:
Neither party shall assign or otherwise transfer its rights or obligations under this MSA
without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however,
either party may freely assign this MSA, upon notice to the other party, to: (i) an "Affiliate" (herein defined as an
entity that controls, is controlled by or is under common control), or (ii) in the event of a sale of all or
substantially all of its assets, to the purchaser of those assets, or (iii) in the event of a merger, acquisition or
recapitalization of the assigning party, to the surviving entity (the sale of assets, merger, acquisition or
recapitalization to be referred to as a "Change of Control"). For the purposes of this Section, "control" means to
have more than a fifty percent (50%) ownership interest. In the event of an assignment by Customer to an Affiliate,
the acquiring or surviving entity or assignee (as applicable) must be at least as creditworthy as Customer and no
such assignment will release Customer from Customer's obligations herein, including, but not limited to payment,
except to the extent that the acquiring or surviving entity or assignee meets its obligations under this MSA.
24.Confidentiality:
Customer and IPGN understand and agree that the terms and conditions of this Agreement, all
Exhibits hereto and all documents referred to herein are confidential as between Customer and IPGN and shall not be
disclosed to any party other than the directors, officers, employees, accountants, attorneys, taxing authorities or
agents of Customer or IPGN who have specifically agreed to nondisclosure of the terms and conditions hereof. The
terms and conditions of this Agreement may be disclosed to a third party if such disclosure is pursuant to any
judicial or governmental requirement or order. Violation by either party or its agents of the foregoing provision
shall entitle the non-disclosing party, at its option, to terminate this Agreement within a period of thirty (30)
days after notice of such unauthorized disclosure, and if not so terminated, this Agreement shall continue in
accordance with its terms.
25. Service Non-conformance
Any persistent performance issues on existing services, questions, or problems shall
immediately be reported in writing to IPGN. Such writing may be by means of first class mail, overnight delivery
service, or facsimile. Upon receipt of notice from Customer of any performance issues, IPGN shall open up a trouble
ticket. IPGN shall have thirty (30) days from date that IPGN receives written notice to cure such performance issues.
If after such thirty (30) day period, IPGN has failed to cure the deficiency, Customer may terminate the
non-conforming service provided hereunder. In the event of termination under this provision, Customer shall remain
liable for payment of all monthly service charges due and payable for such services prior to effective date of
termination.
26. Miscellaneous Provisions:
The parties further expressly stipulate and agree as follows: (a) this Agreement
(including all other documents and items made a part hereof) contains the entire agreement and understanding of the
parties hereto and supersedes all prior representations, understandings, representations, or agreements of the
parties with respect to the subject contained herein, (b) this Agreement shall not be amended, modified, terminated
or discharged in whole or in part, except by an instrument in writing duly executed by IPGN and Customer, or their
respective heirs, legal representatives, successors or assigns, (c) the IPGN is an independent contractors and
nothing in this Agreement shall be construed to create a partnership, agency, or joint venture between the parties.
(d) this MSA SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES WITH
EXCLIVE VENUE IN HARRIS COUNTY, TEXAS; (e)
The failure of either party to enforce any provision hereof shall not constitute a waiver of such provision; (f) no
rule of construction requiring interpretation against the draftsman hereof shall apply in the interpretation of this
MSA, and (g) this MSA may be executed in one or more counterparts each of which shall be deemed an original, but all
of which together shall constitute one and the same MSA
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