This Master Service Agreement (the “MSA”) is made and entered into by and between XMission, L.C., a Utah limited company (“XMission”), and _________________________ (“You”) and governs the Services identified in Sections 3 and 4 below (the “Services”). As used herein, “You” shall include all of Your owners, members, officers, employees, agents, representatives, and/or other persons authorized or permitted by You to use or access the Service.
Primary Contact Address:
- TERM: The term of this MSA shall commence with the connection of the Services, which is anticipated to begin on or about ______________ and shall continue for the term of year(s) (the “Term“)
____ Internet – Enterprise
____ Internet – Small Business
____ Business VoIP
- SERVICE DESCRIPTION:
- MONTHLY DUES:
- INSTALLATION FEES: _______
- INCORPORATION BY REFERENCE: All terms, provisions, and agreements set forth in the General Terms and Conditions (accessible at https://xmission.com/legal/terms), as amended from time to time, and all Addenda associated with the Services checked above are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. This MSA, together with the General Terms and Conditions and all Addenda (i.e, for all services except only Internet – Small Business) are collectively the “Agreement.”
SERVICES AND RATES. XMission’s provision of Services are subject to Your continuing credit-worthiness. Service rates are set at the time You establish service and will be identified herein above. In the case of rate adjustments, XMission will provide 30 days written notice. You are responsible to pay all sales and use taxes, as well as duties or levies on products and services. If Your service is interrupted for non-payment there may be a restoration fee.
- Upgrades. You may upgrade your Services at any time by notifying XMission. You will thereafter be billed for the new monthly service fee based on the applicable rate schedule. However, by requesting and accepting upgraded Services, You automatically agree to completion of the Term at the higher rate, including but not limited to the termination fee calculations described in Section 11.
- Downgrades. Service downgrade requests may be granted at XMission’s sole discretion, subject to the other terms of this Agreement. Downgrades cannot be used to lessen the early termination penalty fees described in Section 11. A new MSA is required for all service downgrades.
PAYMENTS AND DEFAULT. Installation fees and first month’s charges, both nonrefundable, must be paid at the time the Services are activated. Invoices for subsequent months are billed 14 days in advance.
Failure to pay for Services by the due date constitutes default of the Agreement (“Default”). In the event of Default, XMission may: (a) charge intertest on all outstanding balances, including prior unpaid interest, at a rate of 1.5% per month, until all balances are paid in full; (b) suspend or terminate Services; (c) disable networking; (d) repossess hardware and/or software it has supplied You; (e) retain all payments made hereunder; and/or (f) pursue all other remedies at law or in equity to seek recovery for damages sustained as the result of Default. In the event of Default, You grant XMission the right to immediately enter the premises where the physical equipment and/or software is kept in order to repossess it, without a court order or other formal document. You agree to pay XMission’s costs on demand as well as any reasonable attorneys’ fees and legal expenses incurred as a result of XMission exercising any Default remedies under this Agreement.
If the Services are terminated for non-payment, Services may be restored by submitting a request for restoration to XMission and paying all past due and current charges. You will pay all sales and use taxes, as well as duties or levies on products and Services. If You are dissatisfied with the Services or with any terms, policies, conditions, rates, rules or practices of XMission, Your sole and exclusive remedy is to terminate in accordance with paragraph 11 of these Terms and Conditions.
- PAPERLESS STATEMENTS. Monthly statements will be delivered 14 days in advance of electronic transfers of amounts owed. You will be responsible for reviewing statements monthly and notifying XMission of any changes to email address, mailing address or phone numbers.
- XMission Termination. XMission may cancel and/or terminate the Services immediately for cause, without notice to You. Cause includes: Default, Your breach of any term of the Agreement; any unlawful or fraudulent act; or, any other act that, in XMission’s discretion, threatens to harm or harass, or does harm or harass, the XMission network, any XMission employee, any customer, or any third party through the use of the Services or XMission network.
- Customer Termination. If a Term is stated in Section 2, then subject to the termination rights set forth in this Section 11, the Services shall continue at the end of such Term on a month-to-month basis. You may only terminate the Services at the end of the Term, or the month-to-month service thereafter, with 30 days’ written notice via U.S. mail, certified hand delivery or email to email@example.com. Such termination is the only way to relieve You from the obligation to pay the charges billed to You. In the event You cancel or terminate the Services prior to the expiration of the Term, You remain obligated to pay all fees due and owing for the balance of the Term.
- WAIVER OF WARRANTY: You expressly acknowledge and accept the Waiver of Warranty provided in Section 2 of the General Terms and Conditions, which have been incorporated by reference herein.
- LIMITATION OF LIABILITY AND CLAIM LIMITATION. You expressly acknowledge and accept the Limitation of Liability and Claim Limitation provided in Section 2 of the General Terms and Conditions, which have been incorporated by reference herein.
- GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the law of the State of Utah without reference to its choice of law rules. In the event any of the provisions contained in this Agreement shall be invalid or unenforceable, the remaining provisions shall be construed as if such invalid or unenforceable provisions were not contained in this Agreement. BY ENTERING INTO THE AGREEMENT OR USING THE SERVICES, CUSTOMER EXPRESSLY AGREES TO THE JURISDICTION OF ARBITRATION PANELS AND COURTS OF THE STATE OF UTAH.
- READ AND UNDERSTAND. By signing the MSA below, You represent that You have carefully read, understand, and agree to be bound by the Agreement, including this MSA, the General Terms and Conditions, and all Addenda.