Terms and Conditions

TERMS AND CONDITIONS

  1. AGREEMENT. This agreement (“Agreement”) shall govern the services provided hereunder (“Services”) to the customer identified herein (“Customer”) by Abaco, LLC. dba SUNISP TELECOM.
  2. EQUIPMENT AND FACILITIES. At Customer’s expense, SUNISP TELECOM will install certain facilities necessary for the Services including, but not limited  to, cable, non-inside wiring, conduit, racks, telecommunications equipment, electronic equipment, and any associated hardware (“Facilities”) at each premises identified herein (“Premises”); provided that Customer shall be responsible for all inside wiring and related expense. Customer hereby grants SUNISP TELECOM the right to enter Customer-owned Premises from time to time for installation, repair and/or maintenance, as reasonably requested by SUNISP TELECOM. If the Premises are owned by a third party, this Agreement will be contingent upon SUNISP TELECOM’s ability to secure a right of entry onto said Premises to provide the Services and for which Customer agrees to reasonably assist SUNISP TELECOM in obtaining such right to install the Facilities. Customer will not relocate, repair, or disturb Facilities without SUNISP TELECOM’s prior written consent, and Customer will promptly notify SUNISP TELECOM of any known or potential damage to Facilities.
  3. ACTIVATION AND/OR DELIVERY. SUNISP TELECOM will notify Customer upon activation of Services and may request Customer’s participation in promptly testing and accepting the Services. The Services will commence upon completion of SUNISP TELECOM’s testing and Customer’s acceptance of the Services (“Service Commencement Date”). Actions by Customer that prevent or delay activation, testing or acceptance shall not delay the Service Commencement Date.
  4. FACILITY ACCESS AND AVAILABILITY. Customer acknowledges that SUNISP TELECOM may be required to purchase access to third-party facilities in order to deliver service. Customer further acknowledges that availability of these facilities is based on the best information available prior to the Contract Presentation Date including third-party representations and government regulations. If prior to service delivery and activation, facilities are determined to be unavailable as a result of changes to either of the conditions mentioned in the preceding sentence; SUNISP TELECOM may modify this agreement to reflect the impact of such changes. If any such modification includes a price increase, excluding regulatory imposed fees and taxes, the customer may cancel the agreement upon written notice.
  5. TERM. This Agreement shall be in effect commencing on the effective date set forth herein. The term set forth herein (“Initial Term”) shall commence on the Service Activation Date. After the expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis, unless either party gives written notice at least thirty (30) days prior to the expiration of the Initial Term or subsequent Renewal Term.
  6. PAYMENT. Customer agrees to pay the fees, taxes, and surcharges (collectively “Service Fees”  and noting that such taxes and surcharges may change from time to time) set forth herein. The Service Fees will accrue beginning on the Service Activation Date and will be billed monthly in advance, other than for usage-based Services which will be billed monthly in arrears. Any and all installation, activation and other non-recurring fees for items such as equipment or consulting services will be billed in the first invoice as a non-recurring fee. Payments shall be made by check payable to SUNISP TELECOM, credit card or by electronic transfer as mutually agreed, and are due upon receipt of invoice. Interest will accrue on past-due balances at one and a half percent (1.5%) per day for any payments not made within thirty (30) calendar days of invoice date. Should SUNISP TELECOM use legal resources to collect any balance due under this Agreement, Customer agrees to pay all legal fees incurred by SUNISP TELECOM for such collection.
  7. DISCLAIMER OF WARRANTIES/SERVICE CREDITS. SUN-ISP MAKES NO WARRANTIES TO CUSTOMER WITH RESPECT TO THE SERVICES, EXPRESS OR IMPLIED, AND SUN-ISP EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Service credits shall be Customer’s sole remedy in the event of any failure of the Services. The total amount of service credits that will be extended to Customer shall be limited to 100% of one (1) month’s recurring charges in any single monthly billing period.
  8. LIMITATION OF LIABILITY. In no event shall either party be liable for any indirect, consequential, incidental, or special damages, however, caused and on any theory of liability arising out of this Agreement, or the Services provided hereunder, even if such party has been informed of the possibility of such damages. Customer agrees that the amounts payable hereunder by Customer are based in part upon these limitations and further agrees that these limitations shall apply despite any failure of essential purposes of any limited remedy.
  9. TERMINATION. If either party defaults in the performance of any material provision of this Agreement, then the non-defaulting party may give written notice to the defaulting party that if the default is not cured within Thirty (30) calendar days (in the case of a monetary default) or twenty (20) calendar days (in the  case  of  a  non-monetary  default),  this  Agreement  will  be terminated. SUNISP TELECOM may suspend the Services between such time that Customer receives a notice of default and such time that Customer cures such default. If SUNISP TELECOM terminates this Agreement as a result of Customer’s default, Customer shall pay as liquidated damages the sum of all remaining monthly Service Fees (as well as any past due balances) due under the balance of the Agreement as well as any and all costs of canceling third-party services related to this Agreement. If SUNISP TELECOM fails do everything in their power to restore the Services three (3) times in one year, Customer shall have the right to terminate the Services upon Thirty (30) calendar days written notice.
  10. RESTRICTIONS ON USE. Customer agrees that it shall not sell the Services as a whole to others and that it (and others with access through Customer to the Services) will abide by SUNISP TELECOM’s Terms and Conditions as published at www.Sun-ISP.com, as periodically revised.
  11. INDEMNIFICATION. The parties agree to indemnify and hold harmless the other, their respective officers, agents, employees, contractors, subcontractors, suppliers, invitees and representatives, from and against any and all third party claims of loss, damages, liability, costs and expenses (including reasonable attorneys’ fees and expenses) arising, directly or indirectly, in whole or in part, out of their performance or failure to perform under this Agreement, under the extent provided by law.
  12. FORCE MAJEURE. SUNISP TELECOM’s ability to provide the Services may be impeded by events or actions outside of SUNISP TELECOM’s reasonable control, including, without limitation, acts of God, floods, fires, hurricanes, earthquakes, acts of war, labor actions, failure of third-party suppliers, changes in applicable laws and regulations, or any similar actions or events (“Force Majeure”). If customer Phone service is down for more than 24 hours due to a Force Majeure event, SUNISP TELECOM shall do everything in their power to restore the Service, including but not limited to, change the customer’s Services to another Carrier of choice. Customer shall not be liable for Service Fees during any Force Majeure period during which SUNISP TELECOM is unable to provide Services.
  13. CHANGES. In the event that Customer desires to change the scope of Services, Customer shall provide SUNISP TELECOM with a project change request in an agreed-upon form setting forth the requested change. No project change request shall be binding on SUNISP TELECOM until accepted and executed by SUNISP TELECOM.
  14. NOTICES. Notices required by this Agreement shall be made in writing by personal delivery or mail addressed as set forth herein. Notices shall be deemed given upon delivery, if delivered personally; or in four (4) business days after being deposited in the U.S. Mail as first-class; or in one (1) business day after deposit with a nationally recognized overnight delivery service. For SUNISP TELECOM, notices shall be sent to: SUNISP TELECOM, 1799 W. 5th Avenue, Suite 315, Columbus, OH 43212. For Customer, notices shall be sent to the billing address set forth in this Agreement.
  15. ASSIGNMENT. This Agreement shall be binding upon the parties and their respective successors and assigns. Customer shall not assign or otherwise transfer its rights hereunder or any interest herein without prior written consent of SUNISP TELECOM, provided that either party may freely assign this Agreement to a subsidiary, affiliate, parent, or purchaser of all  or substantially all of its assets, and further provided that Customer shall be secondarily liable for its obligations in such an event.
  16. ARBITRATION/GOVERNING LAW. All claims arising out of this Agreement shall be resolved by arbitration in accordance with the then current rules of the American Arbitration Association by a single arbitrator. The arbitrator shall not be authorized to award punitive damages. The arbitration will be held in Columbus, Ohio. This Agreement shall be governed and construed in accordance with the laws of the State of Ohio without giving effect to any conflict of law principles.
  17. ENTIRE AGREEMENT/SEVERABILITY/NON-WAIVER. This Agreement constitutes the parties’ entire understanding related to the subject matter hereof. Any provision that is determined to be invalid shall not invalidate the remaining provisions hereunder. The failure of either party to enforce any right available to it with respect to any breach or failure by either party shall not be construed to be a waiver of such right with respect to any other breach or failure.
  18. CONFIDENTIALITY. This Agreement is confidential and neither its form nor contents shall be disclosed by either party, except as required by law.
  19. EARLY TERMINATION. When you purchased your Service(s), you may have been required to commit to a term or a minimum purchase. EITHER YOU OR WE MAY ELECT NOT TO RENEW YOUR SERVICE BY PROVIDING NOTICE TO THE OTHER NO LATER THAN THIRTY (30) DAYS PRIOR TO EXPIRATION OF THE FIXED TERM. IF NEITHER YOU NOR WE DELIVER A TIMELY NOTICE NOT TO RENEW, THE SERVICES WILL RENEW ON A MONTH-TO-MONTH BASIS. IF YOU TERMINATE SERVICES AFTER INSTALLATION DURING THE INITIAL OR RENEWAL TERM, YOU WILL BE REQUIRED TO PAY TO US AS LIQUIDATED DAMAGES AN AMOUNT EQUAL TO 100% OF THE MONTHLY RECURRING CHARGES (“MRCS”) MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN CURRENT TERM. OR IF YOU TERMINATE OR DISCONNECT LESS THAN THE ENTIRETY OF YOUR SERVICES SUCH THAT YOUR ACTUAL USAGE AT A LOCATION FALLS BELOW ANY MINIMUM MONTHLY CHARGE (“MMC”) OR MINIMUM MONTHLY FEE (“MMF”) FOR THAT LOCATION, YOU AGREE TO PAY AN AMOUNT EQUAL TO THE MMC OR MMF FOR EVERY MONTH REMAINING IN THE THEN CURRENT TERM (“LIQUIDATED DAMAGES”).

YOU AGREE THAT IN THE EVENT OF TERMINATION BY YOU, THE ACTUAL DAMAGE TO SUNISP TELECOM IS DIFFICULT TO ASCERTAIN AND THAT THE EARLY TERMINATION FEE REPRESENTS LIQUIDATED DAMAGES AND NOT A PENALTY AND IS A REASONABLE ESTIMATE OF THE ACTUAL REDUCTION IN THE VALUE OF THIS AGREEMENT THAT WE WILL SUSTAIN.