MASTER SERVICE AGREEMENT 

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CAREFULLY READ THESE TERMS AND CONDITIONS, AS THEY FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND COLORADO HI-TECH SOLUTIONS. ONLY AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY MAY EXECUTE THIS AGREEMENT.

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This Master Service Agreement (this “MSA”) is entered into between the service provider (Colorado Hi-Tech Solutions “CHTS”) and customer (“You”).

 

You are not required to purchase voice services from CHTS nor from any of its affiliates. If You elect to purchase voice services under this MSA, please be advised of the following:

 

Any of the following actions constitutes Your agreement, without limitation or qualification (except as may be set forth herein), to be bound by, and to comply with, the terms of this Agreement: (i) registering for Service on CHTS’s portal by selecting "I Accept" as part of the registration process, (ii) ordering Service from CHTS’s personnel and providing them with Your credit card number or other billing information, or (iii) use of the Services by You or Your Users.

 

You agree to be bound by all of the terms and conditions of this MSA and CHTS’s Acceptable Use Policy (“AUP”).

 

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DEFINITIONS. For the purposes of this MSA, the following definitions apply:

 

“Access Information” means information that alone or together with other information, can provide access to any portion of Your Account, including but not limited to, Your Account number, login names, passwords, credit card or other financial information, security questions and their respective answers, and any other similar information. Your Access Information will include any similar information for each of Your Users.

 

“Account” means the account created with CHTS in connection with this Agreement that relates to Your purchase of and subscription to Services and the use of Services by You and Your Users.

 

“Administrative User” means any of Your employees, consultants, independent contractors or customers to whom You grant administrative permission to access the Services in accordance with CHTS’s entitlements and procedures and this Agreement (where “administrative permission” includes, but is not limited to, the right to create, modify and delete User accounts, as well as the right to access and modify Your billing information and other functionality available through CHTS’s administrative control panel).

 

“Applicable Law” means any applicable foreign, federal, state, provincial or other laws, rules, regulations or interpretations of relevant Governmental Authorities or self-regulatory bodies.

 

“Beta Offerings” means any portion of the Services offered on a “beta” basis, as designated by CHTS, including but not limited to, products, plans, services, and platforms.

 

“Data” means all data submitted by Your Users to CHTS in connection with the Services, including all content, material, IP and similar addresses, recordings, messages, software, Account Information and Account-related settings.

 

“Governmental Authority” means a government, regulatory organization, self-regulatory organization, court of competent jurisdiction or similar body.

 

“CHTS Parties” means CHTS’s affiliates (including parents and subsidiaries), vendors, and its officers, employees, agents and representatives.  

 

“PHI” means (a) for customers in the United States, Protected Health Information (as such term is defined in the Health Insurance Portability and Accountability Act of 1996.

 

 “Services” means CHTS’s unified communications, hosting and other services, software and products, as such services, software and products that are offered by CHTS from time-to-time in its discretion and subscribed to, purchased by, or used by You as set forth in the .

 

“Third-Party Service” means any service or product offered by a party that is not CHTS.

 

“User” means any of Your employees, consultants, independent contractors or other individuals to whom You grant permission to access the Services in accordance with CHTS’s entitlements procedures and this Agreement (including Administrative Users and end users).

 

“You” and “Your” means the individual or entity on whose behalf this Agreement is accepted.

 

 

 

1. SCOPE; ACCESS; SECURITY, WARRANTY.

 

1.1. Access to Services. Subject to and in accordance with the terms of this Agreement, including any Quotes, CHTS grants You a non-exclusive, non-sublicensable, nontransferable, non-assignable, revocable license for the term of this Agreement to access and use the Services. Services may only be used by Your Users for internal business purposes only.

 

1.2. Account Information and Ownership. You acknowledge that Your failure to timely update Your Account information, including authorized Administrative Users, can result in unauthorized personnel having access to Your Account and potentially doing harm to You. Any User identified as an Administrative User with respect to Your Account has the authority to bind You to any amendments, modifications or acknowledgements regarding this Agreement or otherwise relating to the Services.

 

1.3. Account Security and Activity. You acknowledge and agree that You are solely responsible for (i) maintaining the confidentiality and security of Your Access Information, and (ii) all activities that occur in connection with Your Account, whether initiated by You, by others on Your behalf or by any other means. You will notify CHTS immediately of any unauthorized use of Your Account, Access Information or any other actual or potential breach of security. You acknowledge and agree that CHTS will not be liable for any loss that You may incur as a result of any party using Your Access Information, either with or without Your knowledge and/or authorization. CHTS specifically disclaims all liability for any activity in Your Account, whether authorized by You or not.

 

1.4. Failure of a Line Test . With respect to voice services, if a specific site fails a “VoIP line test” as part of the installation process, and You are unable or unwilling to upgrade the data circuit, router, switch, or faulty component responsible for the failure, CHTS reserves the right to cancel the order for such site.

 

1.5 Warranty. We warrant that the services will be performed in a professional and workmanlike manner and will conform in all material respects to the requirements set forth in the quote and supporting materials. If the services were not so performed or does not so conform, and you notify us in writing at any time up to the expiration of twelve months after the date of the delivery of the non-performing or non-conforming services to you, then, we will diligently revise, at our expense, the services to the extent necessary to make it professional and in a workmanlike manner or to make it conform. If we are unable to revise the services to make it professional and in a workmanlike manner or to make it conform, we will refund to you the price paid to us for that portion of the services, which was not so performed or non-conforming. 

 

 

 

2. TERM AND TERMINATION.

 

2.1. Term. This Agreement shall be effective from Your acceptance of this Agreement (or a previous version of CHTS’s service agreement) and shall continue until the expiration or termination of all Quotes (“Agreement Term”). When You purchase Services from CHTS, a Quote will be created specific to such purchase, setting forth the contract term and other terms and conditions with respect to such purchase. The term of each Quote (“Quote Term”) shall be an initial term with a duration to be agreed to by You and CHTS (a “Quote Initial Term”), followed by renewal periods with a duration of 1 year. Termination of this Agreement shall not relieve either party from fulfilling its obligations prior to such termination.

 

Initial Term is the period from the date of Your service activation of the Quote through the remainder of that calendar month and continuing through the next twelve (12) calendar months (for example, an Annual Plan that begins April 14th will continue until April 30th of the following year).

 

2.2. Termination by You.

 

You may terminate any quote due to our breach of the agreement at no further obligation to you. You may terminate any Quote for any reason following the Quote Initial Term. If such a termination is effective prior to the end of the then-current Quote Term, You will incur a fee that is equal to 100% of monthly contracted amount multiplied by months remaining in the term. The early termination fee is not a penalty. It is an estimate of liquidated damages suffered by CHTS as a result of Your early termination of the Services.

 

Refunds/Fees for Termination by You: Fees for non-recurring Services and set up fees will not be refunded. Any fees previously waived, discounts, or rebates applied may be reinstated if You terminate the account during the Quote Term or if You breach this Agreement, including any Quote.

 

2.3. Termination by CHTS.

 

(a) 30-Day Termination. CHTS may terminate this Agreement or any Quote for any reason by providing thirty (30) calendar days’ notice. If CHTS terminates this Agreement pursuant to this Section 2.3(a), then all Quotes will terminate at the end of the thirty (30) day notice period. If CHTS terminates any Quote pursuant to this Section 2.3(a), the pro rata monthly fees for the month in which Services terminate and, CHTS will refund (or refrain from charging You) the monthly fees for the month in which Services terminate.

 

(b) Immediate Termination. CHTS may terminate this Agreement, including any Quote, (or suspend Your Account) immediately and without prior notice for any of the following reasons:

 

(i) Any material breach of this Agreement, including any Quote, by You, as determined by CHTS in its sole discretion, including, but not limited to, failure to make any payment when due, violation of the AUP or any other CHTS policy or procedure applicable to the Services as notified to You from time to time, which remains uncured beyond thirty (30) days’ notice by CHTS; or

 

(ii) If Your use of the Services results in, or is the subject of, actual or potential legal action or threatened legal action, against CHTS or any of its affiliates, vendors, partners, representatives or customers, without consideration for whether such actual or potential legal action or threatened legal action is eventually determined to be with or without merit.

 

(c) Termination or Suspension of Users. In lieu of terminating or suspending Your entire Account, CHTS may suspend Your Account or terminate or suspend individual Users.

 

(d) No Refunds; Further Payment Due. If CHTS terminates this Agreement, including any Quote, pursuant to Section 2.3(b), (i) CHTS will not refund to You any paid fees and (ii) You will be liable for any payment that would have been due had You terminated pursuant to Section 2.2.

 

2.4. Following Termination. Termination will not cancel or waive any fees owed to CHTS or incurred prior to or upon termination. You agree that CHTS may charge such unpaid balance to Your Account on file or otherwise bill You for such unpaid balance. Upon termination, You must promptly uninstall all software provided by CHTS in connection with the Services. All of Your Data will be irrevocably deleted promptly (as soon as fourteen (14) calendar days) following the termination of this Agreement or the applicable Quote, including but not limited to, databases, contacts, calendars, e-mail, website content, and any Data hosted by CHTS. It will be solely Your responsibility to secure all necessary Data from Your Account prior to termination

 

 

 

3. FEES, BILLING, TAXES, CHARGES.

 

3.1. Fees. The fees initially charged upon ordering any Service will be effective for the applicable Quote Initial Term and each Quote Renewal Term, provided, that CHTS will have the right to increase these fees at any time upon thirty (30) calendar days’ notice to You. If You do not agree with such fee increase, You will have the right to terminate the applicable Quote immediately upon notice received within thirty (30) calendar days of date of notice of the fee increase. All payments made to CHTS shall be in US Dollars.

 

3.2. Billing and Payment Arrangements. CHTS will bill You monthly for all established and recurring fees, and any applicable one-time fees in that month, including but not limited to interest and returned check fees. Pro rata billing may occur throughout the course of a billing cycle for feature add-ons that You enable on your Account during any given month.

 

3.3. Payment by Automated Means.

 

By providing CHTS with the automated payment information, You authorize CHTS to charge Your automated payment account for any amounts arising from or relating to the Services without further authorization from You.

 

3.4. Payment by Check.

 

CHTS will issue You an invoice on the 15th or 16th calendar day of each calendar month. Payment by check must be received by the last calendar day of the same month.

 

(b) Should Your check not be honored, a check fee of the lesser of (i) fifty dollars ($50) and (ii) the maximum amount permitted by law, will be charged to Your Account.

 

(c) If CHTS does not receive payment by the last calendar day of the month for which the payment is due, Your payment will be considered late and not paid in full. CHTS may suspend or terminate Your Account in accordance with Section 2.3(b)(i) for failure to timely pay in full.

 

3.5. Taxes. In addition to CHTS’s charges, You will be liable for all taxes, governmental fees and assessments related to fees and charges charged to You under this Agreement or otherwise in respect of Your use of the Services. CHTS will bill you for any sales, usage or other taxes that apply with respect to (i) the Services that You purchase and (ii) the jurisdiction of Your billing address (or, as required, any other relevant business locations).

 

3.7. Bill Disputes. You will notify CHTS of any dispute relating to charges billed to Your Account by submitting a Billing Dispute email to CHTS (accounting@cohitech.com) within thirty (30) days of the date the disputed charges appeared on Your Account. The existence of a dispute will not relieve You from paying any and all amounts billed hereunder. You waive all rights to dispute any charges not disputed by written notice as required above.

 

4. USE OF THE SERVICES.

 

4.1. Internal Use. You will use the Services for Your own internal business, non-residential and non-personal use. You acknowledge and agree that You will not allow any third party, including Your vendors and service providers, to access or use the Services unless such third party is allowed access for the purpose of providing authorized customer support services or in connection with Your appropriate use of the Services for Your own business purposes.

 

4.2. Restricted Activities. You will not (i) use any Service for any purpose outside the Service’s intended scope, features, and function set. You will not resell or sublicense any portion of the Services, and any purported resale or sublicense will be void.

 

5. BETA OFFERINGS.

 

Beta Offerings are at a best efforts level. CHTS does not guarantee any functionality in Beta features. 

 

6. LIMITATION ON LIABILITY

 

CHTS and CHTS Parties will not be liable for any direct, indirect, incidental, special, punitive or consequential damages (including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like) in connection with any claim arising under or in connection with this Agreement or the Services. CHTS will not be liable for any harm that may be caused by Your access to application programming interfaces or the execution or transmission of malicious code or similar occurrences.

 

7. HARDWARE, EQUIPMENT, AND SOFTWARE.

 

Hardware must be purchased from CHTS through a written agreement. If hardware is provided to You at no charge initially, this is CHTS owned until the end of the first term.  At the end of the first term it is then owned by You. If the hardware must be replaced inside of the first term it will be at Your expense. CHTS will install security patches, updates, and upgrades. Updates may change system behavior and functionality and as such may negatively affect the Services used by You. CHTS cannot foresee nor be responsible or liable for service disruption or changes in functionality or performance due to Updates. CHTS is not responsible or liable for issues that may arise from incompatibilities between Your Data and use of the Services and any Update or hardware or software change or configuration, regardless of whether discretionary or requested.

 

8. INDEMNIFICATION.

 

You agree to defend, indemnify, save, and hold CHTS and the CHTS Parties harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, asserted against them that may arise or result from Your use of the Services, Your breach of this Agreement (or any Quote), or Your negligence or willful misconduct. CHTS and the CHTS Parties agree to defend, indemnify, save, and hold you harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys' fees, asserted against you that may arise or result from your sue of the services, our breach of this agreement (or any quote), or our negligence or willful misconduct.

 

9. MODIFICATION OF TERMS.

 

CHTS may update, amend, modify or supplement the terms and conditions of this Agreement, including any Quotes, any SLAs, the AUP and the Privacy Policy, from time to time by giving You notice. Such changes will take effect immediately. Your continued use of Your Account or the Services after CHTS notifies You of a new version of the Agreement will be conclusively deemed to be acceptance by You of any such new version.

 

10. MISCELLANEOUS.

 

14.1. Governing Law; Jurisdiction; Forum; Attorneys’ Fees. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado. Any claim or suit arising out of or relating to this Agreement will be brought exclusively in any court of competent jurisdiction located in El Paso County, Colorado. In any action to enforce this Agreement, including, without limitation, any action by CHTS for the recovery of fees due hereunder, You agree to pay CHTS’s reasonable attorneys’ fees and costs in connection with such action if CHTS prevails in such action. You agree to waive the right to trial by jury with respect to any proceeding related to or arising out of this Agreement.

 

14.2. Written Communications and Notice. You accept that communication from CHTS may be electronic. CHTS may contact You by e-mail or provide You with information by posting notices on CHTS’s website or to Your Account. You agree to receive all such communications in the English language. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that CHTS provides to You electronically are acceptable and effective as notice.

 

14.3. Authority, Age and Capacity. The individual accepting this Agreement on behalf of You represents and warrants that he/she has the authority to bind You to this Agreement. You hereby represent and warrant that each User has reached the older of (i) the age of eighteen (18) and (ii) the age of majority in the User’s jurisdiction, and that You are not subject to a limitation on Your ability to enter into this Agreement.

 

14.4. Severability. If any one or more of the provisions contained herein will, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any of the other provisions of this Agreement, and this Agreement will be construed as if such provision(s) had never been contained herein, provided that such provision(s) will be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

 

14.5. Force Majeure. Except for monetary obligations, neither party shall be liable to the other for failure or delay in the performance of a required obligation hereunder if such inability or delay is caused by reason of Force Majeure Event. “Force Majeure Event” is any cause beyond a party’s reasonable control or anticipation, including, without limitation, acts of war, acts of god, terrorism, earthquake, hurricanes, flood, fire or other casualty, embargo, riot, sabotage, governmental act, insurrections, epidemics, quarantines, failure of power, restrictive governmental laws or regulations, condemnation, failure of the Internet or other reason that is beyond a party’s reasonable control or anticipation.

 

 

 

Enhanced 911 Service - Disclosures, Notices and Disclaimers

 

IMPORTANT: EMERGENCY 911 CALLING INFORMATION

 

This document provides very important information about emergency 911 calling using the Internet phone service of CHTS, including as part of CHTS’s Unified Communications and Cloud PBX services. This document also describes the steps that you, as a customer of this service (“You”), should take to ensure Your safety and the safety of Your employees and visitors. Note that this document is incorporated into the terms of Your Master Service Agreement and creates a legally binding obligation on You.

 

It is important that You carefully follow the instructions below.

 

As part of the process of subscribing to our voice services, You provide us with the street address, city, and state (“Service Address”) where You will be using Your CHTS voice service.

 

If You are a customer located in an area where the applicable emergency center offers E911 service, then, when You dial 911, Your telephone number and registered address are sent by CHTS to the emergency center, where public safety dispatchers have access to this information in order to send help and call You back if necessary.

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Note that You must register (or instruct CHTS to register) the correct service address for each separate device within the CHTS portal (e.g., home phone, office phone, etc.).

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CHTS recommends that any emergency 911 calls placed on a mobile device be made using the mobile phone’s native dialer, instead of through the Unified Communications mobile application, as the mobile carrier infrastructure is better able to obtain and provide accurate location information to enable the call to be routed to the most appropriate PSAP.

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