Skynet - Terms Conditions of Service
These Standard Terms and Conditions of Service shall apply to any Sales Order Form or Service Order Form
(hereinafter “SOF”) which has been electronically or physically signed by a Customer (and/or the authorized representative of the
same) and accepted by SkyNet Telecom, LLC, a Texas Company, whose business address is 8023 Vantage Drive, Suite 660,
San Antonio, TX 78230 (“SkyNet Telecom”) for the provision of certain telecommunications and/or related data (Internet) services.
This is intended to constitute a valid and legally-binding electronic contract in accordance with, inter alia, Section 322.007 of the
Texas Business and Commerce Code, and/or Section 7001 of Title 15 of the United States Code.
As used in these Standard Terms and Conditions, SkyNet Telecom and Customer may be individually referred to as a
“Party” or collectively as the “Parties,” and the SOF, these Standard Terms and Conditions of Service, and any other addenda,
exhibits and documents incorporated by reference into the SOF are referred to collectively as the “Agreement.” Underlying
telecommunications and data services are to be provided by SkyNet Telecom and/or its subsidiaries or affiliated entities.
1.0 Service Descriptions
The specific services (the “Services”) to be provided to Customer are indicated on each SOF. Such Services may be
provided using a combination of regulated and non-regulated service components. Each SOF is a separate and distinct
obligation for Services.
2.0 Definitions
2.1 Service Order Form. Service Order Form means the document signed by an authorized representative of both
parties itemizing the Services purchased by Customer.
2.2 Services. Services means VoIP (Voice over Internet Protocol), internet access, data transmission, voice
transmission, private line and/or other communications services that SkyNet Telecom agrees to provide to Customer
pursuant to a Sales Order Form.
2.3 Taxes. All taxes arising in any jurisdiction, including without limitation all sales, use, excise, gross receipts, value
added, access, bypass, franchise, telecommunications, Universal Service Fund fees, property taxes (for colocation
customers), consumption or other taxes, governmental fees, duties, charges or surcharges (however designated) which
are imposed on or are based upon the provision, sale or use of the Services, including such taxes imposed directly on
SkyNet Telecom for which SkyNet Telecom is permitted to bill Customer in connection with SkyNet Telecom’s
performance under the Agreement. Taxes do not include SkyNet Telecom’s income taxes.
2.4 Tariffs. SkyNet Telecom’s tariffs, price lists, and generally applicable terms and conditions are on file with the State
or Federal Regulatory Authorities.
3.0 Terms of Service
3.1 Charges, Billing and Payment. Charges and Term for the Services provided by SkyNet Telecom under the
Agreement are set forth in the pricing sections of the SOF. Charges stated on the SOF do not include Taxes.
Customer billing is based on specific Services ordered. SkyNet Telecom will bill customer monthly. Unless otherwise
provided in the SOF, any recurring charges will be billed in advance and any usage charges will be billed in arrears.
Payment of all charges and applicable Taxes is due on the due date set forth in Customer’s bill (the “Due Date”). After
the initial Term of the Agreement has expired, SkyNet Telecom reserves the right to change the monthly services upon
30 days written notice to Customer. Payments are past due if not received by SkyNet Telecom by the Due Date. Any
amounts past due shall be subject to a late payment charge accruing from the bill date at the rate of 1-1/2% per month
until paid, unless a different late payment penalty in mandated by law. In addition, in the event Customer fails to pay any
bill by the Due Date, upon a reasonable cure period of five (5) days and upon written or electronic notice SkyNet
Telecom may suspend all Services and may deny access privileges to SkyNet Telecom’s portal. In the event of default,
SkyNet Telecom may exercise its right to suspend service and/or deny access privileges immediately and without further
notice, except as may be required under any applicable Tariff or related regulatory, judicial, statutory or contractual
notice requirements. SkyNet Telecom shall have no obligation to restore the Services unless and until all overdue
payments and any additional charges that may be imposed to restore service have been paid. Customer agrees to pay
all costs incurred by SkyNet Telecom in collecting any unpaid amounts, including, without limitation, reasonable
attorneys’ fees. Customer further agrees that failure to pay all amounts by the Due Date is a material breach of the
Agreement.
If Customer’s preferred payment method is by credit or debit card, all transactions will be charged an additional fee of
5.5% unless the credit card is used for automatic monthly recurring payments. There is no transaction fee for ACH
bank draft. If Customer’s preferred payment method is ACH debit, then Customer hereby authorizes SkyNet Telecom to
debit Customer’s bank account each month for the amount of any and all monthly recurring fees owed by Customer to
SkyNet Telecom. Customer shall provide the bank name, bank account number, and ABA routing number and shall
ensure that such account is able to accept an ACH debit request from SkyNet Telecom. Customer shall sign any
additional authorizations that SkyNet Telecom requests in order to comply with the NACHA Operating Rules and/or the
rules and procedures of SkyNet Telecom’s ACH service provider.
3.2 Credit Requirements. Customer will provide SkyNet Telecom with credit information as requested, and in SkyNet
Telecom’s sole discretion delivery of the Services may be subject to credit approval. SkyNet Telecom may require
Customer to make a deposit or pre-payment as a condition to SkyNet Telecom’s acceptance of any SOF, or as a
condition to SkyNet Telecom’s continuation of Services. If a deposit is required, SkyNet Telecom may request the
deposit to be in cash or another acceptable form designated by SkyNet Telecom. The deposit will be held by SkyNet
Telecom as security for payment of Customer’s charges. Customer acknowledges and agrees that SkyNet Telecom is
authorized and directed, in its sole discretion, to draw upon any deposit to pay any late charges or other fees associated
with SkyNet Telecom’s delivery of the Services to Customer. Upon termination of Customer’s Services, the amount of
the deposit, if any, will be credited to Customer’s account and any remaining credit balance after final bill reconciliation
will be refunded to Customer within thirty (30) days. Failure to provide a required deposit as reasonably determined by
SkyNet Telecom will constitute a material breach of the Agreement and shall permit immediate discontinuance of
Customer’s Services without notice by SkyNet Telecom.
3.3 Billing Disputes. In the event that Customer disputes any charges, Customer must submit a written claim
describing the disputed amount. Customer shall submit all documentation as may reasonably be required to support the
claim at the time the dispute is submitted and thereafter. Payment may not be withheld for any amounts subject to a
dispute. All disputes must be submitted to SkyNet Telecom prior to the Due Date. If Customer does not submit a claim
as stated above, Customer waives all rights to file a claim thereafter. SkyNet Telecom will use commercially reasonable
efforts to resolve all disputes within forty-five (45) days of receipt of the dispute and Customer agrees that SkyNet
Telecom’s resolution of any such dispute shall be final and binding upon Customer.
3.4 Modification by Regulatory Authorities. The rates, terms, and conditions for some Services provided pursuant to
the Agreement may be subject to Provider’s Tariffs or similar documents on file with a regulatory authority. Tariffs are
subject to change at SkyNet Telecom’s discretion and without Customer’s consent, in accordance with requirements of
the applicable regulatory agencies. The Agreement shall at all times be subject to modification as necessary to
incorporate any changes, revisions or modifications that the Federal Communications Commission or the applicable
State Public Utilities Commission(s) and/or other applicable regulatory authorities may, from time to time, direct in the
exercise of its jurisdiction, or to pass on the Customer any charges or fees a regulatory authority imposes on SkyNet
Telecom or authorizes other carriers to charge SkyNet Telecom for services provided by SkyNet Telecom to Customer.
In the event that actions of a regulatory authority result in a material modification to the Agreement, any adversely
affected Party may terminate the Agreement, without liability, upon thirty (30) days notice to the other Party. Such notice
shall be provided no later than sixty (60) days after the effective date such modification.
4.0 Conditions of Service
4.1 Installation Delay. SkyNet Telecom will use commercially reasonable efforts to ensure the Services are installed
and operational by the estimated service date stated in the SOF, if any; provided, however, that in no event shall SkyNet
Telecom be liable to Customer for any delays arising from, or related to, delays with the Service installation. If SkyNet
Telecom is unable to provide the Services to Customer, Customer may terminate this Agreement by providing SkyNet
Telecom thirty (30) days written notice and shall be relieved of further obligations hereunder.
4.2 Internet Quality. Customer acknowledges and agrees that SkyNet Telecom makes no guarantees for the quality of
any service that traverses the Internet. Any quality issues or other impairments that arise from using the Internet are,
inherently, outside of SkyNet Telecom’s control.
4.3 Router Requirement. While SkyNet Telecom cannot guarantee the quality of service associated with services that
traverse the Internet, Skynet does require the use and installation of a router within the Customer’s network in order to
help optimize, protect and troubleshoot any issues that may be affecting the quality of the voice services. If the
Customer does not currently have a router in their network, they can provide one which Skynet Telecom will install.
Should the customer decide not to provide their own router, Skynet Telecom will provide one for a monthly recurring fee
and will provide regular maintenance on that router.
4.4 Intent to Defraud. Customer acknowledges and agrees that SkyNet Telecom, in its sole and absolute discretion,
shall have the right to immediately refuse to provide or immediately discontinue the Services without advance notice, if
the acts of the Customer or the conditions upon their premises are such as to indicate an intent to defraud SkyNet
Telecom or to use the Services to defraud a third party, including but not limited to, providing false credit information,
significantly misstating expected service volumes, using the Services for unlawful purposes, using the Services in a
manner that violates the law, or using Services without intent to pay. Customer acknowledges and agrees that it shall be
responsible for any and all charges attributable to Customer, even if incurred as a result of fraudulent or unauthorized
use of the Services by third parties. Although SkyNet Telecom will endeavor to contact the Customer pursuant to the
notice provisions prior to discontinuing the Services or portions thereof explaining the reasons for such action, Customer
acknowledges and agrees that SkyNet Telecom shall have no liability to Customer for terminating the Services for its
failure to have so notified Customer. SkyNet Telecom may, but is not obligated to, detect or report unauthorized or
fraudulent use of Services.
4.5 CPNI Privacy. The Parties acknowledge and agree that during the normal course of business, SkyNet Telecom will
have access to certain proprietary information, known as “Customer Proprietary Network Information” or “CPNI,” that
relates to the quantity, technical configuration, type, destination, location and amount of use of Services to end-user
customers using certain SkyNet Telecom Services. The SkyNet Telecom CPNI Security Policy, and any and all
modifications and updates thereto, are hereby incorporated into the Standard Terms and Conditions and SOF by
reference. Customer agrees and authorizes SkyNet Telecom and Provider to use its CPNI to provision, repair, invoice,
and maintain Services to Customer. Furthermore, notice is provided that SkyNet Telecom may be compelled to disclose
subscriber information to law enforcement agencies upon the issuance of a valid legal request or process, the propriety
of which is to be determined in the sole discretion of SkyNet Telecom and/or its legal counsel, without incurring
consequential liability as to Customer for such compelled disclosure.
4.6 Regulatory Provisions. In addition to the rates, terms and conditions set forth in the Agreement, certain State or
Federal regulations may require additional or different terms and conditions for those service components subject to any
such regulatory requirements.
4.7 911 and E911 Service. Customer acknowledges that for 911 services to function properly, the caller must be calling
from the location associated with the number as provided by Customer during implementation, and that service address
must be valid and accurate. Customer is prohibited in altering the Services in any way, and acknowledges and agrees
that if the Services are altered in any way by Customer that 911 and E911 service may not function properly and
Customer hereby agrees to indemnify SkyNet Telecom and Provider from any and all liability associated with the failure
of 911 services to function properly.
4.8 Reasonable Use Policy. SkyNet’s unlimited long distance and unlimited E-fax services are for normal small
business use. Normal small business use will be compared to 95% of the average usage of all Skynet Telecom
customers. In the case of unlimited long distance service, this means no more than 2,500 long distance minutes per SIP
trunk per month. In the case of unlimited E-fax services this means no more than 1 concurrent inbound fax and 1
concurrent outbound fax at a time and no more than 1,000 combined inbound and outbound e-faxed pages per month
per E-fax service. Should Customer use either long distance or E-fax services in excess of these guidelines, SkyNet
reserves the right to discontinue these services or modify the services associated with the long distance or E-fax usage.
5.0 Term and Termination
5.1 Term; Other Agreements. The initial term shall be as provided in the SOF (the “Initial Term”). Alternatively, the
SOF may specify that the Agreement is coterminous with another Agreement for Services entered into between SkyNet
Telecom and Customer, in which event the Agreement shall have the same Initial Term as is provided in such other
Agreement. After the Initial Term, all Services ordered under the Agreement shall renew on an annual basis, at the then-
current rates unless otherwise modified per Section 3.1 and subject to the then-current Standard Term and Conditions of
Service, unless Customer renews the Services term or provides notice of Non-Renewal according to section 9.6.
5.2 Termination for Breach. SkyNet Telecom shall have the right to terminate the Agreement in the event Customer
fails to pay any amount by the Due Date.
5.3 Effect of Termination. In the event this Agreement is terminated prior to the expiration of the Term due to a
material breach by Customer, Customer agrees to pay 70% of the monthly service charges multiplied by the number of
months remaining in the Initial Term or any applicable renewal term, as identified on the SOF, and any term-related
discount applicable to the affected Service. Customer shall also pay any non-recurring installation charges that were
previously waived or reduced. However, if terminated for cause by Customer as provided in Section 4.1, Customer shall
have no further obligations hereunder.
6.0 Software Licenses
6.1 Grant of License. During the term and subject to the terms and conditions of this Agreement, SkyNet Telecom and
Provider hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license to access
and use the software in object code form for its internal business purposes only. The license in the preceding sentence
is limited to the number of Authorized Users for which Customer has paid in accordance with the applicable SOF. All
rights in and to the software not expressly granted herein are reserved to SkyNet Telecom.
6.2 License and Use Restrictions. Customer shall not, directly, indirectly, alone, or with another party, (i) copy,
disassemble, reverse engineer, or decompile the software; (ii) modify, create derivative works based upon, or translate
the Software; (iii) transfer or otherwise grant any rights in the software in any form to any other party, nor shall Customer
attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except
as expressly permitted hereunder.
7. Indemnification
7.1 Indemnification. Each party shall indemnify the other, the other’s affiliates, and all of their stockholders, officers,
directors, agents, and employees (each, an “Indemnified Party”) at all times from and after the Effective Date against
any liability, loss, damages (including punitive damages), claim, settlement payment, cost and expense, interest, award,
judgment, diminution in value, fine, fee, and penalty, or other charge, including reasonable legal expenses, arising out of
or relating to any claim by an unaffiliated third party (i) alleging that the use in accordance with this Agreement of the
software or the Services (in the case of SkyNet Telecom) or the Customer Data (in the case of Customer) infringes or
misappropriates any intellectual property or privacy rights of the unaffiliated third party, or (ii) that arises or is alleged to
have arisen solely out of the gross negligence or intentional misconduct of the indemnifying party (each a “Third Party
Claim”). Notwithstanding the foregoing, if the software becomes the subject of such a claim of infringement then SkyNet
Telecom may, at its option: (a) procure for Customer the right to use the Software free of any liability for infringement; (b)
replace or modify the software to make it non-infringing but with reasonably comparable functionality; or (c) if SkyNet
Telecom determines that the previous two options are not available on a commercially reasonable basis, then it may
elect to grant to Customer a credit for the unused portion of any prepaid access rights fees and refund any deposits paid
by Customer for the affected software. Furthermore, SkyNet Telecom has no liability for, and no obligation to indemnify
Customer against, any Third Party Claim arising or alleging based in whole or in part on use of the Software other than
as specified in this Agreement, or its documentation, including use with third party hardware and software products not
specifically authorized by SkyNet Telecom.
7.2 Indemnification Process. The Indemnified Party shall promptly notify the indemnifying party in writing of any Third
Party Claim, stating the nature and basis of the Third Party Claim, to the extent known. The indemnifying party shall
have sole control over the defense and settlement of any Third Party Claim, provided that, within fifteen (15) days after
receipt of the above-described notice, the indemnifying party notifies the Indemnified Party of its election to so assume
full control. The foregoing notwithstanding, the Indemnified Party shall be entitled to participate in the defense of such
Third Party Claim and to employ counsel at its own expense to assist in the handling of such claim, except that the
Indemnified Party’s legal expenses in exercising this right shall be deemed legal expenses subject to indemnification
hereunder to the extent that (i) the indemnifying party fails or refuses to assume control over the defense of the Third
Party Claim within the time period set forth above; (ii) the Indemnified Party deems it reasonably necessary to file an
answer or take similar action to prevent the entry of a default judgment, temporary restraining order, or preliminary
injunction against it; or (iii) representation of both parties by the same counsel would, in the opinion of that counsel,
constitute an impermissible conflict of interest. The Indemnifying Party shall not settle any such Third Party Claim
without the written consent of the Indemnified Party, except for a complete settlement requiring only the payment of
money damages to be paid by the Indemnifying Party.
7.3 Sole Remedy. Indemnification pursuant to this Section is the parties’ sole remedy for any third party claim against
the other party in the nature of negligence, gross negligence, intentional misconduct, intellectual property infringement,
or invasion of privacy.
8. Disclaimers and Limitations
8.1 Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SKYNET
TELECOM MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, THE SOFTWARE, PRODUCTS OR SERVICES
PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE
SOFTWARE, PRODUCTS OR SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET
FORTH HEREIN, SKYNET TELECOM DISCLAIMS ANY WARRANTY THAT THE SOFTWARE, THE PRODUCTS AND
SERVICES PROVIDED BY SKYNET TELECOM OR PROVIDER, OR THE OPERATION THEREOF ARE OR WILL BE
ACCURATE, ERROR-FREE OR UNINTERRUPTED. SKYNET TELECOM MAKES NO, AND HEREBY DISCLAIMS
ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE,
COURSE OF DEALING OR COURSE OF PERFORMANCE.
8.2 Disclaimer of Consequential Damages. SKYNET TELECOM HAS NO LIABILITY WITH RESPECT TO THE
SOFTWARE, SERVICES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT
LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF SKYNET TELECOM HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 Limitations of Remedies and Liability. EXCEPT FOR ANY CLAIMS SUBJECT TO INDEMNIFICATION
HEREUNDER, CUSTOMER’S SOLE REMEDIES FOR ANY BREACH OF THIS AGREEMENT BY SKYNET TELECOM
ARE CORRECTION OF ERRORS AS SET FORTH HEREIN AND THE REPROCESSING OF ANY DATA THAT IS
INCORRECT AS A RESULT OF THE BREACH AND THE APPLICATION OF ANY SERVICE LEVEL CREDITS AS
DESCRIBED IN THIS AGREEMENT. EXCEPT FOR SERVICE LEVEL CREDITS APPLIED AS DESCRIBED
ELSEWHERE IN THIS AGREEMENT, SKYNET TELECOM’S TOTAL LIABILITY TO CUSTOMER FOR ANY REASON
AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT,
NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO ALL FEES PAID
TO SKYNET TELECOM BY THE CUSTOMER IN RESPECT OF USER LICENSES FOR THE SOFTWARE DURING
THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.
9. General
9.1 Force Majeure. “Force Majeure Event” means any act or event that (a) prevents a party (the “Nonperforming
Party”) from performing its obligations or satisfying a condition to the other party’s (the “Performing Party”) obligations
under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the
Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. “Force
Majeure Event” does not include economic hardship, changes in market conditions, and insufficiency of funds. If a
Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from
satisfying any conditions precedent to the other party’s performance that cannot be satisfied, in each case to the extent
limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or
satisfy the conditions precedent to the other party’s obligations, the Nonperforming Party shall immediately resume
performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the
Performing Party with respect to a Force Majeure Event.
9.2 Assignment. Customer shall not assign any of its rights under this Agreement, except with the prior written consent
of SkyNet Telecom which consent shall not be unreasonably withheld. The preceding sentence applies to all
assignments of rights, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law
or any other manner. Any change of control transaction is deemed an assignment hereunder. Any purported
assignment of rights in violation of this Section is void. Skynet may assign this Agreement without the consent of
Customer to any affiliate or any party acquiring substantially all the assets of Skynet.
9.3 Governing Law. The laws of the State of Texas (without giving effect to its conflict of laws principles), and federal
law where applicable, shall govern all matters arising out of or relating to this Agreement and the transactions it
contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Specifically,
this Agreement is intended to comport with, and is specifically subject to the provisions and protections of relevant
federal law including, inter alia, 17 U.S.C. § 512, 47 U.S.C. § 230, and the Communications Assistance for Law
Enforcement Act.
9.4 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be
resolved by confidential binding arbitration in San Antonio, Texas in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. The parties agree that the arbitrator has the power to award all costs of the arbitration,
including reasonable attorney’s fees and expenses, to the prevailing party. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in
connection with any of the provisions of this Agreement, the unsuccessful party shall pay to the successful party its
reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which
the successful party may be entitled. Notwithstanding the foregoing, if deemed reasonably and commercially necessary
by Skynet Telecom for the effective resolution of delinquent account collection(s), SkyNet Telecom may elect to proceed
directly to judicial determination of such claims in Bexar County, Texas, in a state or federal tribunal of competent
jurisdiction, and Customer hereby waives objection to the propriety of any such election by SkyNet Telecom.
9.5 Entire Agreement. This Agreement and any Service Order Forms constitute the Final Agreement between the
parties. In the event of any conflicts between this Agreement and a Service Order Form the order of precedence is the
order set forth in this sentence, except to the extent that the conflicting document expressly states its intention to
override a specific provision of the controlling document. It is the complete and exclusive expression of the parties’
agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements
between the parties on the matters contained in this Agreement are expressly merged into and superseded by this
Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade
usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement,
representation, warranty or agreement of any other party except for those expressly contained in this Agreement. There
are no conditions precedents to the effectiveness of this Agreement, other than any that are expressly stated in this
Agreement. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an
amendment to this Agreement.
9.6 Notices. Customer shall timely notify Skynet Telecom in writing of changes to its contact information. Each party
giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this Agreement
must give the Notice in writing and use one of the following methods of delivery, each of which for purposes of this
Agreement is a writing: personal delivery, registered or certified U.S. Mail (in each case, return receipt requested and
postage prepaid), or nationally recognized overnight courier (with all fees prepaid). Any party giving a Notice must
address the Notice to the appropriate person at the receiving party (the “Addressee”) at the address listed on the SOF or
to another Addressee or another address as designated by a party in a Notice pursuant to this Section. Except as
provided elsewhere in this Agreement, a Notice is effective only if the party giving the notice has complied with this
paragraph. Notices for Non-Renewals must be supplied within 30 days prior to your contract end date.
9.7 Modification of Standard Terms and Conditions. SkyNet Telecom may amend these Standard Terms and
Conditions at any time by posting the amended terms and conditions on Provider’s website and providing notice thereof
to Customer. Customer, by utilizing the Services provided hereunder, will be deemed to have accepted the amended
terms and conditions as part of the Agreement. In the event SkyNet Telecom changes or alters these Standard Terms
and Conditions and Skynet Telecom determines that Customer is reasonably unable to comply with any such change or
alteration, then Customer may terminate this Agreement and be relieved of further obligations hereunder as long as
Customer provides Notice of its inability to comply with such changes or alterations.
9.8 No Joint Undertaking. Nothing in the Agreement shall be construed as creating an associate, trust, partnership,
agency, or joint venture between the Parties in any respect or with regard to any undertaking.
9.9 Survival of Provisions. Any obligations of the Parties relating to monies owed, as well as those provisions relating
to confidentiality, limitations on liability and indemnification, shall survive termination of the Agreement.
9.10 Waiver. The failure of either Party to enforce against the other any term or condition of the Agreement shall be
deemed not to be a waiver of such Party’s right to enforce against the other Party the same or any other such term or
condition.
10.0 Service Level Agreement
If Customer’s Services are unavailable for more than sixty (60) consecutive minutes in any one day, then SkyNet
Telecom will issue a credit, upon written request from Customer received within fifteen (15) days of such outage, equal
to the portion of the MRC for affected DS-0s associated with the service unavailability event in the following manner:
A service unavailability credit will not be issued for service unavailability events caused by the following: (a) Negligent acts or
omissions of the Customer, or any other issue caused by Customer; (b) outages caused by third party carriers or local
exchange carriers; (c) the malfunction of equipment, applications, or systems not owned or controlled by SkyNet Telecom; (d)
circumstances or causes beyond the control of SkyNet Telecom including but not limited to instances of Force Majeure; (e)
scheduled service maintenance, alteration, or implementation; (f) failure of any components that SkyNet Telecom cannot
correct because Customer has elected not to release services for testing or repair and continues to use the services on an
impaired basis, or time attributed to the Customer’s delay in responding to SkyNet Telecom’s requests for assistance to repair
a service unavailability event.
11.0 OFAC: Restrictions.
(a) To the extent Customer’s name (or that of any person or entity constituting a part of Customer) matches a
name or entity on any current sanctions list maintained by the Office of Foreign Assets Control (“OFAC”) of
the U.S. Department of the Treasury, this Agreement will be immediately deemed terminated, and SkyNet
Telecom will be entitled to indemnification from Customer for any adverse consequences that directly result
therefrom.
(b) Certain Warranties and Representations. Customer warrants and represents that neither Customer nor any
of its affiliate companies, shareholders, partners or employees currently are (1) identified on the OFAC List or
otherwise qualifies as a Prohibited Person or (ii) in violation of any legal requirements relating to anti-money
laundering or anti-terrorism, including, without limitation, those related to transacting business with Prohibited
Persons or the requirements of the USA Patriot Act, and the related regulations issued thereunder, including
temporary regulations, all as amended from time to time. “OFAC List” means the list of specially designated
nationals and blocked persons subject to financial sanctions that is maintained by the US Treasury
Department, Office of Foreign Assets Control and accessible through the internet website online at
www.treas.gov/ofac.
12.0 Acceptance
The person or entity engaging the Services provided hereunder is duly authorized to commit the Customer to the
Terms and Conditions contained in this Standard Terms and Conditions of Service Agreement, and specifically
agrees to all Terms and Conditions contained herein, causing Customer to be contractually obligated hereunder. Any
end user of the Services hereunder shall be deemed a Customer upon paying Skynet Telecom for the Services herein
described.
Version: 2021-04-15