NETOROLA DISCOUNT PRICING SCHEDULE
If Customer is purchasing Voice Over IP services, the following additional language applies:
The undersigned, on behalf of Customer, acknowledges that Customer has received and understands the advisories concerning the circumstances under which
E911 service may not be available, as stated in the NETOROLA Business Voice over IP Services Service Such circumstances include, but are not limited to,
relocation of the end user’s CPE, use of a non-native or virtual telephone number, failure in the broadband connection, loss of electrical power, and delays that
may occur in updating the Customer’s location in the automatic location information database.
This Pricing Schedule is part of the Agreement between NETOROLA and Customer referenced above.
The undersigned, on behalf of Customer, acknowledges that Customer has received and understands the advisories concerning the circumstances under which emergency calling is not or may not be available with Netorola. Such limitations and advisories are stated and identified in the Netorola Service. 911/E911 may be limited under the following circumstances which include, but are not limited to, relocation of the User’s CPE, 9-1-1 is dialed from a location other than the Registered Location; the broadband connection (wired, wireless and/or WI-FI) has been disrupted or impaired; the data service upon which the broadband connection is dependent is terminated or is disrupted or impaired; loss of electrical or battery power; delays have occurred in processing a newly updated Registered Location; use of a non-native telephone number; and the device is not located in the United States of America.
The undersigned further acknowledges that Customer understands the circumstances under which Emergency calls placed from Mobile Applications on cellular or Wi-Fi-enabled devices used in connection with Netorola may be limited or unavailable. Such limitations and advisories are set forth in the Netorola Service Guide.
This Agreement must be signed by Customer and returned to NETOROLA on or before Date: _____________.
NETOROLA DISCOUNT PRICING SCHEDULE
1. SERVICES
Service Service Publication Location
Netorola http://www.netorola.com/legal/
Vendor Software Vendor Software License Agreement
Netorola End User License Agreement (“EULA”) http://www.netorola.com/legal/
PRICING SCHEDULE TERM AND EFFECTIVE DATES
Pricing Schedule Term 36 months NO Price Change
Pricing Schedule Term Start Date Effective Date of this Pricing Schedule ________________
Effective Date of Rates and Discounts Effective Date of this Pricing Schedule ________________
3. MARC
MARC None
MINIMUM PAYMENT PERIOD
4. Applicability of Minimum Payment Period Early Termination Charge* Minimum Payment Period
50/10 Fiber/U-Verse Per site $299. $900 Longer of 36 Months or until the end of Pricing Schedule Term
*This charge applies in lieu of the applicable percentage set forth for termination charges in the Master Agreement.
- ADDITIONAL TERMS AND CONDITIONS
5.1 White Pages and Directory Assistance
White Pages and Directory Assistance listings are subject to (1) rules, regulations, guidelines and requirements of Business Directory Publishers and Directory Assistance providers, including but not limited to NETOROLA Affiliates, relating to the information which may, may not or must be included in listings, and (2) federal, state and local laws, ordinances and regulations, including those relating to deceptive practices and deceptive advertising. Customer (not NETOROLA) is solely responsible for complying with (1) and (2). If Customer supplies information to NETOROLA that, according to the Business Directory Publisher or Directory Assistance provider or otherwise, violates (1) or does or may violate (2), Customer understands that its listing information may, without advance notice, be rejected or removed from White Pages and Directory Assistance databases, and Customer will indemnify and hold NETOROLA and its Affiliates harmless from any and all losses, liability, damages, penalties, fines, claims, costs or expenses (including attorneys’ fees) of any kind, suffered by NETOROLA, by any NETOROLA Affiliate, by Customer or by any third party as a result of Customer’s breach of its obligation.
5.2 Broadband Connectivity
This Pricing Schedule does not include transport necessary for the provision of Netorola Service. Customer must obtain broadband connectivity separately under an NETOROLA or third-party contract.
5.3 Purchased Equipment
5.3.1 Warranty and Limitation on Use. NETOROLA shall pass through to Customer all warranties for Purchased Equipment and Software available from the manufacturer. Manufacturer, not NETOROLA, is responsible for any such warranties.
Except as set out above, ALL EQUIPMENT AND SOFTWARE IS PROVIDED TO CUSTOMER ON AN “AS IS” BASIS. NETOROLA DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANT ABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING BY USAGE OF TRADE OR COURSE OF DEALING).
NETOROLA PRICING SCHEDULE
5.3.2 Infringement. NETOROLA SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, OR HOLD CUSTOMER HARMLESS FROM OR AGAINST ANY SETTLEMENTS, DAMAGES, COSTS AND OTHER AMOUNTS INCURRED BY CUSTOMER ARISING FROM THE ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY BASED ON EQUIPMENT, SOFTWARE OR SERVICES FURNISHED UNDER THIS PRICING SCHEDULE.
6. RATES
Netorola Monthly Recurring Charges* Stabilized rates then in effect as specified in the Service $299. 07.01.2018
Netorola International Outbound Calls Per the Service Guide rates as revised from time to time.
*Service Components added to the Service Guide after the Stabilization Date are available at the Service Guide rates as revised from time to time.
- DISCOUNTS
MRC=Monthly Recurring Charge
NRC=Non-Recurring Charge
- Bundled Unlimited 50/10 Fiber Plan $399 per month 1st year promo$5.99 per VOIP Phone+ Taxes Fed & State Fees
- Full Bundled Package with payment gateway Plan $499 per month 1st year promo $5.99 per VOIP Phone+ Taxes Fed & State Fees
Service Component Type of Charge Discount
Basic Voice Seat MRC, per Seat 36 Mo. 25% Discount Per site
Feature Bundles Discounts
Service Component Type of Charge Discount
Feature Bundles MRC, per Group 36 Mo. 25% Discount Per site
A La Carte Options Discounts
Features Type of Charge Discount
A la Carte Options MRC, per Seat 36 Mo. 25% Discount Per site
International Calling Discounts
International Calling Type of Charge Discount
International Calling Usage 36 Mo. 25% Discount Per site
Equipment Support Charges
Description Type of Charge Discount
Equipment Installation NRC, per Unit 36 Mo. 25% Discount Per site
Purchased Equipment Discounts
Discount Description Type of Charge Discount
Purchased Equipment NRC, per Unit 36 Mo. 25% Per site
NETOROLA Multi-Service Agreement
This Multi-Service Agreement is between the customer (“Customer”) and the NETOROLA Affiliate (“NETOROLA”) identified on Customer’s applicable Pricing Schedule (each a “Party”) and is effective when accepted by the Parties (“Effective Date”).
This NETOROLA Multi-Service Agreement consists of the attached provisions, and the NETOROLA Business Services Agreement, including definitions, located at http://www.netorolacom/agreement (“BSA”) (collectively the attached provisions and BSA constitute the “MSA”). In order for Customer to purchase NETOROLA Services, the Parties must execute an applicable Pricing Schedule, referencing this MSA, reflecting the Services, the pricing and the pricing schedule term (“Pricing Schedule”). Collectively the MSA, Pricing Schedule and applicable Service Publications constitute the “Agreement” for those Services. A “Service Publication” includes Tariffs, Guidebooks, and Service Guides located at http://www.netorolacom/agreement which reflect the product descriptions, rates, terms and conditions applicable to a particular Service. Services are further subject to the NETOROLA Acceptable Use Policy located at http://www.netorolacom/agreement (“AUP”). Service Publications and the AUP may be amended by NETOROLA from time to time without notice to Customer. The order of priority of the documents that form the Agreement is: the applicable Pricing Schedule or order; the MSA; the AUP; and then Service Publications; provided, however, if applicable laws or regulations of a jurisdiction prohibits contractual modification of Tariff terms, the Tariff will prevail. In the event of a conflict within the MSA between the provisions of this MSA and the BSA, the provisions of this MSA take precedence. For purposes of this MSA the arbitration provisions of the BSA are replaced entirely with and superseded by the following:
ARBITRATION: ALL CLAIMS AND DISPUTES ARISING FROM THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES (SUBJECT TO THE REQUIREMENTS OF THE FEDERAL ARBITRATION ACT). ANY JUDGMENT ON ANY AWARD RENDERED MAY BE ENTERED AND ENFORCED IN A COURT HAVING JURISDICTION. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD ANY DAMAGES DISCLAIMED BY THIS AGREEMENT OR IN EXCESS OF THE LIABILITY LIMITATIONS IN THIS AGREEMENT, SHALL NOT HAVE THE AUTHORITY TO ORDER PRE-HEARING DEPOSITIONS OR DOCUMENT DISCOVERY, BUT MAY COMPEL ATTENDANCE OF WITNESSES AND PRODUCTION OF DOCUMENTS AT THE HEARING. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY AND WAIVE ANY RIGHT TO PARTICIPATE IN OR INITIATE CLASS ACTIONS; IF THE PARTIES CANNOT WAIVE THESE RIGHTS, THIS ENTIRE PARAGRAPH IS VOID.
Services: “Service” or “Services” means all products and services (including wireless, if applicable) NETOROLA provides Customer pursuant to this Agreement.
Execution by Affiliates: An NETOROLA Affiliate or Customer Affiliate may sign a Pricing Schedule in its own name. Such Affiliate contract will be a separate but associated contract incorporating the terms of this Agreement. Customer and NETOROLA will cause their respective Affiliates to comply with such separate, associated contract(s). An “Affiliate” of a party is any entity that controls, is controlled by or is under common control with such party.
License and Other Terms: Software, Purchased Equipment and Third-Party Services (a service provided directly to Customer by a third party under a separate agreement between Customer and the third party) may be provided subject to the terms of a separate license or other agreement between Customer and either the licensor, the third-party service provider or the manufacturer. Customer’s execution of the Pricing Schedule or placement of an Order for Software, Purchased Equipment or Third-Party Services is Customer’s agreement to comply with such separate agreement. Unless a Service Publication specifies otherwise, NETOROLA’s sole responsibility with respect to Third-Party Services is to place Customer’s orders for Third-Party Services, except that NETOROLA may invoice and collect payment from Customer for the Third-Party Services.
Pricing and Pricing Schedule Term; Terms Applicable After End of Pricing Schedule Term: Prices listed in a Pricing Schedule are stabilized until the end of the Pricing Schedule term, including applicable extensions, (“Pricing Schedule Term”) and apply in lieu of corresponding prices in the applicable Service Publication. No promotions, credits, discounts or waivers set forth in a Service Publication apply. At the end of the Pricing Schedule Term, Customer may continue Service (subject to any applicable notice or other requirements in a Service Publication for Customer to terminate a Service Component) on a month-to-month basis at the prices, terms and conditions in effect on the last day of the Pricing Schedule Term. NETOROLA may change such prices, terms or conditions on 30 days’ prior notice to Customer.
MARC: Minimum Annual Revenue Commitment (“MARC”) is an annual revenue commitment set forth in a Pricing Schedule that Customer agrees to satisfy during each 12-month period of the Pricing Schedule Term. If Customer fails to satisfy the MARC for any such period, Customer agrees to pay a shortfall charge equal to the difference between the MARC and the total of the applicable MARC-Eligible Charges, as defined in the applicable Pricing Schedule, incurred during such period, and NETOROLA may withhold contractual credits until Customer pays the shortfall charge.
Termination and Termination Charges: Either party may terminate for material breach upon thirty (30) days’ prior written notice to the other party. If a Service or Service Component is terminated by Customer for convenience or by NETOROLA for cause prior to Cutover, Customer (i) agrees to pay any pre-Cutover termination or cancellation charges set out in a Pricing Schedule or Service Publication, or (ii) in the absence of such specified charges, agrees to reimburse NETOROLA for time and materials incurred prior to the effective date of termination, plus any third-party charges resulting from the termination. If a Service or Service Component is terminated by Customer for convenience or by NETOROLA for cause after Cutover, Customer agrees to pay applicable termination charges as follows: (i) 50% of any unpaid recurring charges for the terminated Service or Service Component attributable to the unexpired portion of an applicable Minimum Payment Period (as defined in applicable Pricing Schedule); (ii) if termination occurs before the end of an applicable Minimum Retention Period (as defined in applicable Pricing Schedule), any associated credits or waived or unpaid non-recurring charges; and (iii) any charges incurred by NETOROLA from a third-party (i.e., not an NETOROLA Affiliate) due to the termination. The charges set forth in (i) and (ii) do not apply if a terminated Service Component is replaced with an upgraded Service Component at the same Site, but only if the Minimum Payment Period or Minimum Retention Period, as applicable, (the “Minimum Period”) and associated charge for the replacement Service Component are equal to or greater than the corresponding Minimum Period and associated charge for the terminated Service Component, respectively, and if the upgrade is not restricted in the applicable Service Publication. In addition, if Customer terminates a Pricing Schedule that has a MARC, Customer agrees to pay an amount equal to 50% of the unsatisfied MARC for the balance of the Pricing Schedule Term.
Billing and Disputes: If Customer does not dispute a charge in writing within 6 months after the invoice date, Customer waives the right to dispute. NETOROLA must issue a bill within six (6) months after charges are incurred (other than for automated or live operated assisted calls) or it waives the charges.
At Customer’s request, but subject to NETOROLA’s consent (which may not be unreasonably withheld or withdrawn), Customer’s Affiliates may be invoiced separately, and NETOROLA will accept payment from such Affiliates. Customer will be responsible for payment if Customer’s Affiliates do not pay charges in accordance with this Agreement.
Purchased Equipment: Except as specified in a Service Publication or Pricing Schedule, title to and risk of loss of equipment NETOROLA sells Customer (“Purchased Equipment”) pass to Customer on delivery to the transport carrier for shipment to Customer’s designated location. NETOROLA retains a purchase money security interest in all Purchased Equipment until Customer pays for it in full; Customer appoints NETOROLA as Customer’s agent to sign and file a financing statement to perfect NETOROLA’s security interest. All Purchased Equipment is provided on an “AS IS” basis, except that NETOROLA passes through to Customer any warranties available from its suppliers, to the extent that NETOROLA is permitted to do so under its contracts with those suppliers.
Privacy: Each party is responsible for complying with the privacy laws applicable to its business. NETOROLA shall require its personnel, agents and contractors around the world who process Customer personal data to protect such information in accordance with the data protection laws and regulations applicable to NETOROLA’s business. If Customer does not want NETOROLA to comprehend Customer data to which it may have access in performing Services, Customer must encrypt such data to be unintelligible. Customer is responsible for obtaining consent from and giving notice to its users, employees and agents regarding Customer’s and NETOROLA’s collection and use of the User, employee or agent information in connection with a Service. Customer agrees to make accessible or provide Customer personal data to NETOROLA only if it has legal authority to do so.
Trademarks and Publicity: Neither party will display or use the other party’s trade names, logos, trademarks, service marks or other indicia of origin, or issue public statements about this agreement or the Services, without the other party’s prior written consent.
Governing Law: Unless a regulatory agency with jurisdiction over the applicable Service applies a different law, this Agreement is governed by the law of the State of New York, without regard to its conflict of law principles. The United Nations Convention on Contracts for International Sale of Goods will not apply.
