Terms and Conditions of Use
STANDARD TERMS AND CONDITIONS
The following STANDARD TERMS AND CONDITIONS (this “Agreement”) sets forth the terms and conditions under which ConnectFast (“ConnectFast”) agrees to sell its services (“Services”) to a customer (“Customer”). THE FOLLOWING IS A LEGALLY BINDING AGREEMENT BETWEEN CUSTOMER AND CONNECTFAST WITH RESPECT TO SERVICES. CUSTOMER EXPRESSLY REPRESENTS AND WARRANTS THAT (i) THE CUSTOMER HAS READ, UNDERSTOOD, ACCEPTED AND AGREED TO EACH AND EVERY ONE OF THE TERMS SET FORTH BELOW; (ii) IS AT LEAST 18 YEARS OF AGE; (iii) HAS THE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BIND THE ENTITY CUSTOMER
PURPORTS TO REPRESENT.
This Agreement also incorporate the terms and conditions of ConnectFast’s Acceptable Use Policy (available at as if fully set forth herein. The terms and conditions of ConnectFast’s Acceptable Use Policy are subject to change with notice to Customer by publication to ConnectFast’s website as identified above; Customer is responsible for monitoring the identified website for changes.
Affiliate: An entity that controls, is controlled by, or is under common control with, either ConnectFast or Customer. “Control” is the ability to affect, directly or indirectly, the policies, management and operations of an entity through ownership of voting securities, by contract, or otherwise.
Governmental Charges: Charges, both retroactive and prospective, that ConnectFast is required or permitted to collect from Customer in connection with the furnishing of Service by ConnectFast. The charges result from the application, enforcement or interpretation of existing, new or revised laws or regulations, actions taken by federal, state, local or foreign regulatory authorities, or judicial acts or decisions (collectively, “Governmental Activity”) that directly or indirectly impose costs on ConnectFast. Governmental Charges include, but are not limited to, those arising out of local, state, federal, foreign and third-party actions, programs or requirements relating to Universal Service, number portability, TRS, E911, access, reciprocal compensation and franchising.
Network: The telecommunications network of one of the Parties, as applicable.
Point of Termination: A location at which ConnectFast’ Service responsibilities end and Customer’s responsibilities begin.
Premises: A physical address at which Service is provided and identified as a Point of Termination or Service location in an Order.
Order: A Service requested by Customer through ConnectFast.net that specifies the type and quantity of Service desired, Premises addresses, Points of Termination, protocols, requested Start of Service Date, and other information needed to provision Service.
Service Request Date: The Service availability date requested by Customer in an Order.
Start of Service Date: The date Service is first available for use by Customer, which date may be an accepted Service Request Date or the date ConnectFast notifies Customer of Service availability. Syringa will commence billing Customer for the Service(s) ordered as of the Start of Service Date for the Term indicated in the Order (“Order”).
Taxes: Amounts ConnectFast is required or permitted by federal, state, local or foreign taxing authorities to collect from Customer in connection with the furnishing of Service. Taxes include, but are not limited to, personal property taxes on property used to provide Service and sales, use, receipts, telecommunications, excise, utility, or other similar transaction-based taxes, however designated, imposed directly on the Service or upon ConnectFast as a result of its provision of Service. “Taxes” does not include any tax based on ConnectFast’s net income, net worth, capital structure or payroll.
ARTICLE 1 - SERVICE; OBLIGATIONS/LIMITATIONS
1. Service. Upon a determination by ConnectFast of Customer’s creditworthiness and the availability of necessary facilities, ConnectFast will provide, and Customer will receive, the Services as set forth in the Order. ConnectFast may limit or allocate Service, if necessary, due to facilities availability, taking into account then-current and projected capacity and the reasonable expectations of existing and future customers. ConnectFast may alter the methods, processes or suppliers by or through which it provides Service, discontinue furnishing a feature or supporting an application associated with Service, change the facilities used to provide Service, substitute comparable Service for that being furnished to Customer.
2. Equipment and Access to Premises.
(a) ConnectFast will own and control all ConnectFast equipment necessary to provide the Service, which will remain ConnectFast’s personal property regardless of where located or attached (“ConnectFast Equipment”). ConnectFast may upgrade, replace or remove ConnectFast Equipment, regardless of where located, so long as the Services continue in effect. Customer may not alter, move or disconnect ConnectFast Equipment and is responsible for any damage to, or loss of, ConnectFast Equipment caused by Customer’s breach of this provision or as the result of Customer’s negligence or willful misconduct. ConnectFast has no obligation to install, maintain or repair any equipment owned or provided by Customer, unless otherwise agreed to in a writing executed by the Parties. If Customer’s equipment is incompatible with the Service, Customer is responsible for any special interface equipment or facilities necessary to achieve compatibility. ConnectFast shall not be liable for any failure to provide or maintain any Service if such failure is the result of a lack of access rights as required hereunder. Upon termination of Service for any reason, ConnectFast will retrieve ConnectFast Equipment from Customer Premises or Customer, at its expense, will return to ConnectFast, within thirty (30) days of Service termination, all ConnectFast Equipment, along with any software and other information or materials provided by ConnectFast in connection with the furnishing of Service. ConnectFast Equipment retrieved or returned will be in the same condition as when initially delivered to Customer, normal wear and tear excepted. If Customer fails to return ConnectFast’s Equipment or allow for its retrieval, Customer must reimburse ConnectFast, upon demand, for the replacement cost of ConnectFast Equipment as well as any costs incurred by ConnectFast resulting from the Customer’s failure to return ConnectFast’s Equipment.
(b) ConnectFast may require access to Customer’s Premises to provision, install, inspect, maintain and repair the Services and the ConnectFast Equipment. Customer must provide ConnectFast with a contact and/or help desk number that can be reached at all times. Customer must also provide reasonable access rights and/or rights of way from third parties, space, power and environmental conditioning as may be required for installation and maintenance of the ConnectFast Equipment at Customer’s Premises.
(c) If Customer intends to connect the Services to facilities that it does not own, it must provide ConnectFast with and maintain (for the Service Term) a current letter of authorization and carrier facility assignment, as applicable.
(d) If Customer requests that ConnectFast perform work associated with Customer’s side of the Point of Termination, such as demarcation extensions, preparation of Customer’s Premises, testing of Customer’s equipment or facilities, inside wiring and/or maintenance work on Customer’s equipment, facilities or wiring, and ConnectFast agrees to perform such work, Customer shall be responsible for paying ConnectFast a time and materials charge associated with performance of the work.
3. Delays; Non-performance. ConnectFast will not be liable to Customer or others with respect to any: (a) delay in meeting a Service Request Date; or (b) inability to provide Service after the Start of Service Date, except to the extent set forth in this Agreement.
4. Customer Information. Customer must provide all information necessary to provision Service, and/or such other information reasonably requested by ConnectFast relating, among other things, to Customer’s application or use of Service.
ARTICLE 2 - VOICE SERVICES
1. Voice Service Applications. Voice Services is available only to single, distinct enterprises who will utilize the service for customary and normal business use.
2. Supported Customer Interfaces. Voice Services can be delivered to a Customer in the following manner: (a) SIP trunking over an IP network connected to an IP-PBX via Ethernet; (b) standard PRI/analog trunk interfaces provided by a ConnectFast integrated access device that is installed on the Customer premise; or (C) Hosted PBX that delivers voice service on per user basis to IP phone sets on the Customer premise that are owned by the customer or leased from ConnectFast. Due to the nature and complexity of satisfying ongoing interoperability specifications between our VoIP serving platform and Customer owned IP-PBXs, ConnectFast SIP trunking and PRI/analog trunk voice Service is limited to support specific IP-PBX manufacturers/models for which an ongoing interoperability maintenance arrangement exists between ConnectFast’ VoIP feature server vendor and the IP-PBX manufacturer. Other manufacturer’s IP-PBXs may also be compatible, but have not been tested with the ConnectFast VoIP platform. ConnectFast may not be able to provide configuration guidelines, but will use reasonable efforts to test and activate non-certified or compatible devices.
3. Voice Equipment. Customer is solely responsible for installation and maintenance of its equipment and for any modifications, upgrades, or physical movement of such equipment, including installation of additional equipment. Customer is solely responsible for implementing such configurations on its equipment. Any equipment, including IP phone sets, that is owned and installed by ConnectFast for provision of the voice Services, will be maintained by ConnectFast.
4. Other Database Updates. Customer will utilize ConnectFast-provided order forms to provide accurate data required by ConnectFast to complete all updates to the LIDB, CARE, LNP, Directory Assistance and any other necessary databases. In regards to LNP, Customer agrees that it is responsible for completing and verifying LNP information before updating the 911 database.
5. Pricing. In addition to the applicable non-recurring charges, rates for the voice Service include monthly recurring charges (a) for the number of concurrent call paths (SIP trunk sessions), (b) for TNs (telephone numbers (DIDs), new or ported), (c) for toll free services as detailed on the Order, and (d) at a flat-rate tier for local and long distance (intrastate, interstate and international) usage as detailed on the Order. Customer is subject to the additional charges for moves, adds, changes, and upgrades. Service records will constitute full proof of the content and nature of Customer’s Service(s).
6. Flat-Rated Pricing Tiers and Call Detail Records. Customer monthly recurring charges for local and long distance usage will be billed according to the flat-rate pricing Tier listed on the service order. ConnectFast will periodically audit a customers’ call usage based on call duration of each call detail record. If a customers’ average three (3) month call usage is determined to be higher than the contracted flat-rate tier, ConnectFast reserves the right to adjust the Customer up to a higher flat-rate pricing tier that will cover the usage overages.
7. Use of Service. Customer may use the voice Service for any lawful purpose provided that such use (a) does not interfere with or impair service over any of the facilities and associated equipment constituting ConnectFast’ network; (b) does not impair the privacy of any communications over the facilities and equipment of ConnectFast; (c) is in accordance with all laws and regulations, and this Agreement; (d) is only for inbound call center voice traffic, and (e) is solely for Customer’s own internal purposes. Customer shall not use voice Services for (a) outbound call center (or similar enterprise), 900/976 based or other information or entertainment services, telemarketing, autodialing, continuous or extensive call forwarding, fax broadcast, or fax “blasting” or (b), either on a stand-alone basis or in combination with any other services or products, to provide any telecommunications or other service to a third-party. Any such use by Customer shall be deemed an Event of Default under this Agreement. ConnectFast reserves the right to immediately terminate the voice Service if ConnectFast determines, in its sole discretion, that the Customer has violated any term of this Agreement.
8. Fraudulent Calls. Customer shall be responsible for paying ConnectFast for all charges for the voice Service, even if incurred as a result of fraudulent or unauthorized use. In the event ConnectFast discovers or reasonably believes fraudulent calls are being made, ConnectFast may take immediate action that is reasonably necessary to prevent such fraudulent calls from taking place, including without limitation, denying voice Service to particular Automatic Number Identifiers or terminating voice Service to or from specific locations. ConnectFast shall use reasonable efforts to notify Customer in the event ConnectFast takes action upon discovery of fraudulent calls. In the event Customer discovers or reasonably believes fraudulent calls are being made, Customer shall notify ConnectFast as soon as possible at 1-385-429-5981 and open a trouble ticket.
8. Emergency Services (911, E-911). CONNECTFAST OFFERS 911 SERVICES SUBJECT TO THE LIMITATIONS HEREIN. PLEASE READ THE INFORMATION BELOW CAREFULLY. BY USING AND PAYING FOR THIS SERVICE, CUSTOMER ACKNOWLEDGES AND AGREES TO ALL OF THE INFORMATION BELOW REGARDING THE LIMITATIONS OF THE VOICE SERVICE WITH REGARD TO 911 EMERGENCY DIALING SERVICE, AND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL WIRELINE 911 OR E-911 CALLS.
Customer will not be able to place traditional wireline 911 or E-911 calls with the voice Service in the event of (a) a power outage, or backup power failure; (b) a loss of connectivity to the network or failure of network equipment; or (c) network congestion or overutilization of the network. 911/E-911 calling is not supported when the voice Service is utilized at any location other than the user’s fixed, primary service location.
Customer agrees to advise all individuals of this limitation who may have occasion to place calls using the voice Service. The 911 Services are the static implementation of ConnectFast E-911 Direct portfolio of services. Customer shall ensure that DID/DOD’s are not used in a location different then the primary address as submitted on the Customer Order. Customer shall notify ConnectFast of changes in end user location by submitting a new Order to ConnectFast to update service records.
ARTICLE 3 - BILLING; PAYMENT; FINANCIAL STANDING
1. Billing. Monthly recurring charges are billed in advance; usage charges are billed in arrears; and non-recurring charges may be billed in advance or in arrears, as agreed in any Order. If Service is made available on a day other than the first day of a monthly billing period, or if Service is discontinued on a day other than the last day of a monthly billing period, monthly recurring charges will be prorated for the monthly billing period.
2. Customer Payment Obligation. Except as provided in Section 5 below with respect to disputed amounts, Customer must pay all invoiced charges for Service without deduction or setoff within thirty (30) days of the date of an invoice (“Payment Period”). Unless otherwise permitted by ConnectFast, payment must be made by credit card in accordance with instructions provided by ConnectFast.
3. Late Payments. Except with respect to amounts disputed in good-faith by Customer, compounded interest shall accrue on invoiced charges not paid within the Payment Period as follows: (i) all sums remaining unpaid after the Payment Period shall accrue interest at the maximum allowed by law from the expiration of the Payment Period until the date payment is made. Interest due hereunder shall be referred to herein as the “Default Rate of Interest.” In addition, Customer may be required to reimburse ConnectFast for all reasonable costs incurred in connection with collection activities, including attorneys’ fees and court costs. In addition to the interest set forth above, if Customer defaults in the payment of any sum due hereunder, Customer shall pay to ConnectFast a late charge equal to five percent (5%) of the overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs ConnectFast will incur by reason of late payment of Customer. Acceptance of such late charge by ConnectFast shall in no event constitute a waiver of Customer’s default with respect to such overdue amount, nor prevent ConnectFast from exercising any of the other rights and remedies granted hereunder. All payments hereunder shall be applied first to fees, charges, including late charges, attorney's fees and costs, if any, then to interest and then to principal (with the oldest outstanding principal amounts being the first to be paid).
4. Customer Financial Standing. Upon a good faith determination by ConnectFast that a change has occurred in Customer’s financial condition, ConnectFast may request information from a reporting agency to enable ConnectFast to assess Customer’s credit history and current credit standing. Customer hereby consents to all such inquiries. Based on the information acquired, ConnectFast may change its billing arrangement with Customer including, without limitation, requiring weekly payments or a deposit of up to two (2) times Customer’s aggregate monthly invoicing for the most recently invoiced monthly billing period.
5. Bill Disputes. To dispute an invoice, Customer must notify ConnectFast by submitting its dispute as provided in Section 14.1, which dispute must include billing information, circuit number(s), and any opened trouble ticket number(s), along with a full explanation of the basis of the disputed charges. Customer, in good faith, may withhold the disputed amount but, nevertheless, must pay the undisputed remainder of the invoice within the Payment Period. No charge may be disputed more than sixty (60) days after the date of the invoice on which a charge appears. Any Customer payment of a charge timely disputed and in the manner required will not deprive Customer of its right to dispute the charge. ConnectFast will investigate Customer’s claim with a view toward resolving the dispute within thirty (30) days of ConnectFast’ receipt of Customer’s notice. Following an investigation in which Customer co-operates with ConnectFast, ConnectFast may in good faith reject Customer’s claim, in whole or in part, and will advise Customer of the reason for its action. If the dispute is not resolved to Customer’s satisfaction, the Parties may further address the dispute pursuant to Article 12.
6. Bill Dispute Consequences. If a disputed amount withheld by Customer is determined to have been a legitimate charge, interest at the Default Rate of Interest may be charged, at Syringa’s discretion, on the amount not paid within the original Payment Period, and Customer must pay the total amount due and owing within five (5) business days of its receipt of notice of the determination from ConnectFast.
ARTICLE 4- TAXES
1. Applicability. Monthly recurring fees do not include any Taxes that may be imposed by any governmental activity in relation to the Service. Customer is responsible for payment of any Taxes except those based on ConnectFast’s net income, personal and real property, and assets. Customer must pay existing and future Taxes and and comply with new or revised terms and conditions imposed by ConnectFast as a result of governmental activity. ConnectFast will provide thirty (30) days’ notice to Customer of any new or revised terms and conditions resulting from governmental activity and such new or revised terms shall be effective immediately. If ConnectFast decides to impose new or revised terms and conditions neither mandated by nor consistent with a governmental activity, ConnectFast will furnish Customer with at least thirty (30) days notice of the new or revised charge or terms and conditions, and Customer may discontinue the affected Service, without any termination or other payment obligation (except for any charges owed for Service up to the time of termination), by furnishing ConnectFast written notice of its intent to discontinue the Service no later than thirty (30) days after receipt of ConnectFast’ notice of the new or revised charges, terms or conditions. Customer’s obligation to pay Taxes under this Article 4 will survive the expiration or early termination of this Agreement.
2. Exemption Certificate. If Customer believes itself to be exempt from any Taxes or Governmental Charges, it may provide ConnectFast with a valid certificate demonstrating its eligibility for exemption and ConnectFast will cease imposing the applicable Taxes or Governmental Charges and credit Customer for any Taxes paid by Customer during the ninety (90) day period immediately preceding the delivery of the valid certificate, unless otherwise required by law or regulation.
ARTICLE 5 - TERM AND TERMINATION
1. Term. The term of this Agreement will commence on the date Customer submits an Order and remain in effect until the expiration of the latest Service Term for any Service(s) appearing on any Order and incorporated under this Agreement. Thereafter, the Service Term will automatically renew on a month-to-month basis unless one Party provides the other with written notice of its intent not to renew it at least 60 days prior to the end of the initial service term or at least 30 days prior to the end of any renewal term.
2. Termination and Discontinuation of Service.
(a) Procedure. If Customer terminates this Agreement or discontinues a Service for any reason other than as provided in Section 5.1, Customer must provide ConnectFast with written notice in accordance with Article 14. Termination of this Agreement or any Service requires thirty (30) days prior written notice. For discontinuation of Service, the notice must identify the affected Service(s) (e.g., the circuit ID and its primary and secondary locations) and provide the requested termination date for discontinuation, which may not be less than thirty (30) days from the date Customer’s notice is received by ConnectFast. A purported termination or discontinuation employing any other form of communication, or which fails to include essential information, will be ineffective, and Customer will remain fully obligated to ConnectFast.
(b) Early Termination. Unless otherwise agreed by the Parties in writing, if Customer terminates any Service ordered under this Agreement prior to the expiration of the Service Term set forth in any Order, or for any early termination of Service due to an event of default by Customer for which Syringa has a right of termination of any Service prior to the expiration of the Service Term, Customer will be liable to Syringa for the early termination liability as follows: all unpaid amounts for Service provided through the date of termination, including all monthly recurring charges and non-recurring charges, interest, late fees and charges, and attorney's fees and costs of collection; and 100% of the remaining monthly recurring charges that would have been incurred for Service for all remaining months of the Service Term, plus interest, late fees and charges, and attorney's fees and costs of collection, if applicable.
ARTICLE 6 –WARRANTIES
1. The Parties. Each Party represents and warrants it is, and will remain, duly organized, validly existing, and in good standing under the laws of the place of its origin and possesses all the authority necessary to enter into and perform its obligations under this Agreement.
2. ConnectFast. ConnectFast represents and warrants that: (a) its Service is designed, installed, provided, and maintained in compliance with applicable legal requirements; and (b) it possesses, and will maintain, all licenses, approvals, registrations and certifications required by regulators or other third parties to furnish its Services to Customer.
3. Customer. Customer represents and warrants that: (a) all Customer traffic handled by ConnectFast is compliant with applicable legal requirements and those established in this Agreement; and (b) it possesses, and will maintain, all licenses, approvals, registrations and certifications required by regulators or other third parties to furnish its services.
4. Exclusion of Other Warranties. THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, NON- INTERFERENCE, AND NON-INFRINGEMENT.
ARTICLE 7 – DEFAULT AND REMEDIES
1. Default Events. A Party is in default under this Agreement if any of the following occurs (each an “Event of Default”): (a) a Party becomes insolvent, liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for the relief of debtors or initiates any proceeding seeking protection from its creditors; (b) a Party violates any legal requirement relating to the provision or receipt of Service, and the violation is not remedied within 30 days of receipt of written notice of the violation; or (c) a Party fails to perform a material obligation under this Agreement and the failure is not fully remedied within15 days of receipt of written notice of the failure.
2. Default Remedies. In addition to remedies available at law or in equity, the non-defaulting Party may terminate this Agreement (including its Orders, both implemented and pending), in whole or in part, for any Event of Default. A payment default or other default by Customer resulting in termination of this Agreement or any Service ordered pursuant to this Agreement will entitle ConnectFast to collect from Customer applicable early termination liability as set forth in this Agreement.
ARTICLE 8 – CONFIDENTIAL INFORMATION
1. Confidential Information. Each Party must protect the other’s confidential information with the same degree of care used to protect its own confidential information, but in no event may less than a reasonable standard of care be used by either Party in connection with the preservation of the other Party’s confidential information. Confidential information shall be used by the recipient only for the purposes of performance under this Agreement and any Order.
2. Non-Disclosure. Neither Party shall disclose, publish, release, transfer or otherwise make available confidential information of, or obtained from, the other in any form to, or for the use or benefit of, any person or entity without the disclosing Party’s consent. The Parties shall, however, be permitted to disclose relevant aspects of the other’s confidential information to their officers, directors, employees, auditors, attorneys and representatives, to the extent that such disclosure is not restricted under this Agreement, any Order, or the Schedules comprising this Agreement and only to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement and the Schedules; provided, however, that the recipient shall be responsible for ensuring that such officers, directors, employees, auditors, attorneys and representatives abide by the provisions of this Article 9.
3. Permitted Disclosures. Notwithstanding the foregoing, to the extent it is required to disclose such information in the context of any administrative or judicial proceeding, recipient may do so to the minimal extent required to comply with such required disclosure, provided that, to the extent permitted by applicable law, prior written notice of such disclosure and an opportunity to oppose or limit disclosure is given to disclosing Party, and such disclosed information shall continue to be safeguarded as confidential unless and until it falls under an exception set forth below; and recipient shall have no obligation under this Agreement with respect to any confidential information disclosed to it that (i) recipient can demonstrate was already known to it at the time of its receipt hereunder; (ii) is or becomes generally available to the public other than by means of recipient’s breach of its obligations under this Agreement; (iii) is independently obtained from a third party whose disclosure violates no duty of confidentiality; or (iv) is independently developed by or on behalf of recipient without use of or reliance on any confidential information furnished to it under this Agreement.
ARTICLE 9- INDEMNIFICATION
1. ConnectFast’ Indemnification of Customer. ConnectFast will defend and indemnify Customer, its employees, directors, officers, and agents, from and against any suit, proceeding, or other claim brought by any person or entity (not a party to or an Affiliate of a party to this Agreement) that is caused by, arises from, or relates to: (a) damage to real or tangible personal property or personal injuries (including death) arising out of the gross negligence or willful act or omission of ConnectFast in the provision of Service; or (b) ConnectFast’ violation of any of its representations and warranties under this Agreement.
2. Customer’s Indemnification of ConnectFast. Customer will defend and indemnify ConnectFast, its employees, directors, officers and agents, from and against any suit, proceeding, or other claim brought by any person or entity (not a party to or an Affiliate of a party to this Agreement) that is caused by, arises from, or relates to: (a) damage to real or tangible personal property, personal injuries (including death) arising out of the gross negligence or willful act or omission of Customer in the use of the Service; (b) representations regarding the nature of Customer’s traffic; (c) any use or resale of Service by Customer or others; or (d) Customer’s violation of any of its representations and warranties under this Agreement.
3. Intellectual Property. If Service, by itself as provided by ConnectFast, becomes, or if ConnectFast reasonably believes it may become, the subject of a suit, proceeding or other claim by any person or entity (not a party to or an Affiliate of a party to this Agreement) that the Service directly infringes U.S. patent, trademark or copyright rights of such person or entity, ConnectFast at its own expense and option will: (a) procure the right to continue to provide Service; (b) modify or replace Service with a different one having substantially similar functionality; or (c) discontinue the Service and, as appropriate, refund to Customer a pro- rata portion of charges paid by Customer through the date of Service discontinuance.
4. Procedure. If a claim is made against ConnectFast or Customer, the Party in receipt of the claim (“Indemnified Party”) will notify the other Party (“Indemnifying Party”) in writing no later than sixty (60) days after learning of a potential claim. The Indemnifying Party will be entitled to assume sole control of the defense of the claim and all related settlement negotiations. The Indemnified Party will provide assistance, information and authority reasonably necessary to assist the Indemnifying Party. A Party may not settle a claim without the other’s consent if the settlement would impose an obligation on, or require any admission by, the other Party. Failure of the Indemnified Party to provide notification of a claim will not relieve the Indemnifying Party of its obligations under this Agreement except to the extent the delay prejudices the Indemnifying Party.
5. Limitation. This Article set forth the entire liability of ConnectFast, and Customer’s sole and exclusive remedies, with respect to any claim subject to indemnification under this Agreement.
ARTICLE 10 - LIMITATION OF LIABILITY
1. Consequential Damages. Neither Party is liable to the other for any indirect, consequential, special, incidental, reliance, or punitive damages of any kind or nature whatsoever including, without limitation, any lost profits, lost revenues, lost savings or any other business loss including goodwill, loss of use of property, loss of data, cost of substitute performance equipment or services, downtime costs, and claims for damages or harm to business regardless of foreseeability or whether damages are caused by the negligence, willful misconduct, or wrongful act arising from or related to this Agreement. A Party’s out-of-pocket costs for damages of the kinds specified in the preceding sentence that are recovered by a third party are indirect damages to such Party, and each Party releases the other Party and its Affiliates, as well as their respective officers, directors, managers, employees, and agents, from damages from such claim(s), except to the extent they constitute claims for which indemnification is due under Article 9.
2. Service Credits and Liability Limits. CONNECTFAST’S ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR CLAIMS ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT (OTHER THAN FOR SERVICE FAILURES FOR WHICH SERVICE OUTAGE CREDITS WILL BE GIVEN AS SET FORTH ABOVE), IS LIMITED TO THE LESSER OF THE DIRECT DAMAGES ALLEGED AND PROVED BY CUSTOMER OR THE TOTAL AMOUNT PAID BY CUSTOMER FOR SERVICE DURING THE THREE (3) MONTHLY BILLING PERIODS IMMEDIATELY PRECEDING A CLAIM. CONNECTFAST ALSO MAKES NO WARRANTY THAT THE VOICE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. CONNECTFAST DOES NOT WARRANT THAT THE VOICE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR AT ANY MINIMUM SPEEDS. The foregoing limitations apply to all causes of action and claims irrespective of their nature, including breach of contract, breach of warranty, strict liability, negligence, misrepresentation, or any other tort.
ARTICLE 11- FORCE MAJEURE. With the exception of payment of fees and charges due under this Agreement and except as otherwise expressly provided in this Agreement, neither Party shall be liable to the other Party under this Agreement for any delay or failure of performance resulting from any cause beyond such Party’s reasonable control and without its fault or negligence, including without limitation, unusually severe weather conditions; earthquakes; floods; epidemics or pandemics; nuclear accidents; acts of God; epidemics; war, terrorist acts, riots, insurrections and civil disturbances; government regulations; acts of civil or military authorities or the public enemy; and fuel or energy shortages (collectively “Force Majeure”). The Parties agree that no labor dispute concerning the personnel and subcontractors of either Party will be considered a Force Majeure event.
ARTICLE 12 - DISPUTE RESOLUTION. This Agreement will be governed by the laws of the State of Idaho without regard to choice of law principles. The Parties agree any action arising out of or relating to this Agreement not otherwise resolved through subsection 2 of this Article, may be brought in state courts located in Ada County, Idaho, or in the United States District Court for the District of Idaho, and each Party hereby irrevocably and unconditionally submits to such jurisdiction and venue. Each Party agrees to personal jurisdiction in Ada County and waives any objection to jurisdiction or venue there. The Parties may elect to engage in non-binding mediation as a first alternative to litigation. Such an election must be mutual and reflected in a writing signed by both Parties. Each Party will bear its own costs in mediation and all third party mediation costs will be shared equally between the Parties, unless otherwise agreed.
ARTICLE 13- CPNI. Customer Proprietary Network Information (“CPNI”) is Customer information acquired by ConnectFast from provisioning regulated telecommunications services to Customer. CPNI includes, among other things, Service identities, quantities and locations; information on how Service is being used; and Service billing information. Unless or until otherwise instructed by Customer, ConnectFast may use Customer CPNI or share it with its agents and independent contractors for the purpose of furnishing Customer with information about ConnectFast telecommunications-related products that may be of interest to Customer. Customer’s approval of this use of its CPNI will remain in effect until Customer contacts ConnectFast and indicates it no longer wishes to have its CPNI used for such Monday through Friday between the hours of 8am and 5pm by dialing 1-385-429-5981.
ARTICLE 14 - NOTICES AND SERVICE ISSUES
1. Notice. Customer must submit all billing disputes and discontinue requests electronically to or such other address as ConnectFast may specify from time to time. All other notices under this Agreement must be in writing and delivered by overnight courier (e.g., Federal Express, DHL) or certified mail, return receipt requested. ConnectFast may change its address and point(s)-of-contact by notifying Customer by bill message insert, email or in accordance with the requirements established in this Article. A notice will take effect on the date of its receipt by the receiving Party.
If to Customer: To the address on file at the time Customer submits an Order
If to ConnectFast: ConnectFast
12301 W. Explorer Drive
Boise, Idaho 83713
2. Service Issues. In the event of any performance issues relating to the Services, including outages or degradation, Customer may contact ConnectFast at 1-385-429-5981, Monday through Friday between the hours of 8am and 5pm.
ARTICLE 15 – MISCELLANEOUS. This Agreement (a) may not be assigned by Customer without the prior written consent of ConnectFast, (b) does not create a partnership or joint venture between the Parties, (c) confers no rights, benefits, or remedies of any kind on third parties, (d) sets forth the entire understanding of the Parties and supersedes prior or contemporaneous agreements, arrangements, or understandings, both written and oral, with regard to Service, and (e) may not be construed or interpreted against either Customer or ConnectFast because that Party drafted, or caused its legal representative to draft, any of its provisions. If there is an express inconsistency between a provision in this Agreement and a provision in any Order, the Order shall control. No waiver or change of any provision in this Agreement will be binding unless in writing and signed by both Parties. The failure of a Party to insist on the strict enforcement of any provision of this Agreement will not constitute a waiver of the provision and all terms of this Agreement will remain in full force and effect. Any requirement for a signature in any document relating to this Agreement (other than this Agreement) may be satisfied by delivery of electronic mail in PDF or similar scanned format, or by an electronic symbol or process (“e-signature”) attached to or logically associated with this Agreement, including any component hereof, and executed or adopted by a person having the intent to sign the document. Any documents to which reference has been made are integrated parts of this Agreement. If any provision of this Agreement is found to be invalid or unenforceable under applicable law, it will be ineffective only to the extent of its invalidity and will not affect the remaining provisions in this Agreement. Neither Party may issue a news release, public announcement, advertisement or other form of publicity relating to this Agreement or Service without the prior written approval of the other Party. The terms of this Agreement which, by their usage and context, are intended to survive this Agreement will survive its expiration or termination.
CONNECTFAST ACCEPTABLE USE POLICY
This Acceptable Use Policy (this “Policy”) is an integral part of the ConnectFast Standard Terms and Conditions and is specifically incorporated into such Agreement. For purposes of this Policy, "Customer" shall be defined to include ConnectFast’s Customers and also a Customer's end users and account holders. This Policy is subject to change with notice by publication on this web site: Customers are responsible for monitoring the identified web site for changes.
This Policy is designed to help protect ConnectFast, ConnectFast's Services, our Customers, and the Internet community in general from irresponsible, inappropriate, and illegal activities. The Internet is a conglomeration of online databases operated by distinct entities having no business or legal relationship with ConnectFast. ConnectFast does not control the content of Internet data accessed via its Services. Customers are solely responsible for any value or reliance they place on information they obtain via the Internet or the Services. Information derived from the Internet is provided "as is" and is accessed at the Customer’s own risk. ConnectFast warrants only that it shall, subject to the terms and conditions of this Policy and its Service Agreement, provide Customer access to the Internet and makes no other warranties.
Content Filtering and Utah Code Section 766-10-1231
ConnectFast does not provide content filtering. If you are interested in solutions for filtering and blocking access to material on the internet that may be harmful to minors, ConnectFast suggests you contact Sophos at www.sophos.com or another of the many third-party content filtering providers. This link is provided solely as a convenience to you and should not be construed as a guaranty or endorsement of services. ConnectFast is not responsible in any way for services provided by a third-party content filtering provider. You may contact ConnectFast at 1-385-429-5981 if you have questions regarding content filtering.
PROHIBITED ACTIITIES. The actions described below are strictly prohibited under this Policy. These examples are not representative of actual Customer experiences and are provided solely for guidance to Customers. If a Customer questions whether a contemplated use or action is permitted, it is Customer's responsibility to determine whether the use is permitted by contacting ConnectFast at 1-385-429-5981.
ILLEGAL ACTIVITY. ConnectFast’s Services shall be used in compliance with all applicable laws at all times. Accordingly, ConnectFast strictly prohibits the use of Services for the transmission, distribution, retrieval, or storage of any information, data or other material in violation of any applicable law or regulation (including, where applicable, any tariff or treaty). This prohibition includes, without limitation, the use or transmission of any data or material protected by copyright, trademark, trade secret, patent or other intellectual property right without proper authorization and the transmission of any material that constitutes an illegal threat, violates export control laws, or is obscene, defamatory or otherwise unlawful.
UNAUTHORIZED ACCESS/INTERFERENCE. A Customer may not attempt to gain unauthorized access to or attempt to interfere with or compromise the normal functioning, operation or security of, any portion of ConnectFast’s network. A Customer may not use the Services to engage in any activities that may interfere with the ability of others to access or use the Services or the Internet. A Customer may not use the Services to monitor any data, information or communications on any network or system without appropriate authorization. A Customer may not attempt to gain unauthorized access to the user accounts or passwords of other Users.
UNSOLICITED COMMERCIAL EMAIL/SPAMMING/MAILBOMBING. ConnectFast’s Services may not be used to transmit unsolicited commercial e-mail messages or deliberately send excessively large attachments to one recipient. In addition, ConnectFast prohibits the use of the Services for any "spamming" or "mailbombing" activities. Use of the service of another provider to send unsolicited commercial email, spam or mailbombs, to promote a site hosted on or connected to ConnectFast’s network, is similarly prohibited. Likewise, a Customer may not use the Services to collect responses from mass unsolicited e-mail messages. ConnectFast may in its sole discretion rely upon information obtained from anti- spamming organizations (including for example and without limitation spamhaus.org, spamcop.net, sorbs.net, and abuse.net) as evidence that a Customer is an active “spam operation” for purposes of taking remedial action under this Policy.
SPOOFING/FRAUD. ConnectFast prohibits Customers from intentionally or negligently injecting false data into the Internet, for instance in the form of bad routing information (including but not limited to the announcing of networks owned by someone else or reserved by the Internet Assigned Numbers Authority) or incorrect DNS information. A Customer may not attempt to send e-mail messages or transmit any electronic communications using a name or address of someone other than the Customer for purposes of deception. Any attempt to impersonate someone else by altering a source IP address information or by using forged headers or other identifying information is prohibited. Any attempt to fraudulently conceal, forge or otherwise falsify a Customer’s identity in connection with use of the Service is also prohibited.
USENET POSTINGS. All postings to USENET groups must comply with that group's charter and other policies. Customers are prohibited from cross posting to unrelated news groups or to any news groups where the post does not meet that group's charter. Continued posting of off-topic messages, including commercial messages (unless specifically invited) is prohibited. Disrupting newsgroups with materials, postings or activities that are (as determined by ConnectFast in its sole discretion) frivolous, unlawful, obscene, threatening, abusive, libelous, hateful, excessive or repetitious, unless such materials or activities are expressly allowed or encouraged under the newsgroup's name, FAQ or charter.
OTHER PROHIBITED ACTIVITES: Intentionally transmitting files containing a computer virus or corrupted data; repeatedly exceeding any agreed upon bandwidth limitations on the Customer’s account; attempting to circumvent or alter the processes or procedures to measure time, bandwidth utilization, or other methods to document use of ConnectFast's Services; advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to violate this Policy, which includes the facilitation of the means to deliver unsolicited commercial email; any activity that disrupts, degrades, harms or threatens to harm ConnectFast’s network or Services; any use of another party’s electronic mail server to relay email without express permission from such other party; any other inappropriate activity or abuse of the Services (as determined by ConnectFast in its sole discretion), whether or not specifically listed in this Policy.
CUSTOMER RESPONSIBILITIES. Customers who provide services to their own users must (1) affirmatively and contractually incorporate this Policy into agreements with their end users; (2) take steps to ensure compliance by their users with this Policy; (3) maintain valid postmaster and abuse addresses for their domains; and (4) provide ConnectFast with a 24/7 contact address for purposes of security and abuse issues. In most cases, ConnectFast will notify our Customer of complaints we receive regarding an alleged violation of this Policy. Customer agrees to promptly investigate all such complaints and take all necessary actions to remedy any violations of this Policy. ConnectFast may inform the complainant that our Customer is investigating the complaint and may provide the complainant with the necessary information to contact the Customer directly to resolve the complaint.
Customer understands that if it fails to provide any information necessary for the initiation or continued provision of Services, or provides inaccurate information, and such failure or inaccuracy results in installation delays or necessitates that ConnectFast complete additional work, Customer will be invoiced ConnectFast’s costs for each such failure in an amount up to $250 per instance.
SYSTEM SECURITY. Security is the sole responsibility of the end user of all devices connected to ConnectFast’s network. All networks connected to ConnectFast Services should have security applied to mitigate threats and equipment being compromised. Customer is solely responsible for the selection, implementation and maintenance of security features for protection against unauthorized or fraudulent use of the Service. Customer is entirely responsible for maintaining the confidentiality of password and account information, as well as the security of their network. Customer agrees to immediately notify ConnectFast of any unauthorized use of its account or the Service, if a Service-related device is stolen, or any other breach of security known to it. Customer must notify ConnectFast if it becomes aware of any violation of this Policy by any person, including other users that have accessed the Service through Customer’s account. In addition, all Customers of the ConnectFast Network are responsible for notifying ConnectFast immediately if they become aware of any other event that may negatively affect ConnectFast’s network, including, but not limited to, any threatened “denial of service” attack, unauthorized access, or other security events. Until Customer provides any such notification, Customer will be liable for all use of the Service using a stolen device and any stolen, fraudulent, or unauthorized use of the Service whether or not it involves a stolen device.
INDEMNIFICATION. Customer specifically agrees to defend, indemnify, and hold harmless ConnectFast, its agents, officers, directors, employees, successors, and assigns, from any claim, loss, or damage, including costs and attorneys’ fees, arising out of or related to act or omission of a Customer, including without limitation the Customer’s causation of damages or injury, directly or indirectly, to any party.
COOPERATION WITH INVESTIGATIONS. ConnectFast will cooperate with appropriate law enforcement agencies and other parties involved in investigating claims of illegal or inappropriate activity on the ConnectFast Network. ConnectFast reserves the right to disclose Customer information to the extent authorized or required by applicable law or regulation.
CONNECTFAST’S RIGHTS. ConnectFast expressly reserves the right, at its discretion, to pursue any remedies that it believes are warranted which may include, but are not limited to, the issuance of written or verbal warnings, filtering, blocking, suspending, or terminating accounts, billing Customer for administrative costs and/or reactivation charges or bringing legal action to enjoin violations and/or to collect damages, if any, caused by Customer violations. Such actions may be taken by ConnectFast without notice to Customer. ConnectFast does not have any liability to any party, including Customer and Customers subscribers or end users, for any violation of this Policy.
JURISDICTION. This Policy shall be construed under the laws of the State of Idaho and Idaho Courts shall have jurisdiction over ConnectFast and its Customers.
VOIP USAGE. Unauthorized or excessive use of VoIP Services beyond that normally experienced by typical business customers violates this AUP and may cause congestion issues and interference with ConnectFast’s network and third-party networks with whom ConnectFast may connect for call initiation and completion services. ConnectFast reserves the right to review Customers’ accounts at any time for potential abuses of this AUP or usage in excess of Customer’s agreed use. ConnectFast may determine abnormal or abusive usage based on comparisons to usage patterns of other customers. If ConnectFast determines that Customer has violated this AUP or otherwise exceeded Customer’s expected usage, ConnectFast may invoice Customer, and Customer shall pay for such excessive use at the then-current rates established by ConnectFast. In addition to excessive use charges, if ConnectFast identifies excessive or abusive traffic patterns, ConnectFast reserves the right to change Customer’s applicable rate plan or suspend or terminate Service with or without notice.
Last Modified: 7/1/2020