Terms of Service
1. OVERVIEW.
The terms and conditions stated herein shall apply with respect to the provision
of any and all telecommunications and related services ("Services") by SINGLEPIPE
COMMUNICATIONS, INC. ("SINGLEPIPE") to Customer under the Retail Customer Sales
Agreement (“Agreement”) and are a summary of the terms and conditions applicable
to the Agreement. See our “Terms and Conditions (Retail)” at http://www.singlepipecom.com
for the complete terms and conditions applicable to the Agreement.
2. TERM AND TERMINATION.
The term of the Agreement shall commence upon the initial installation or activation
of any Service and shall continue in full force and effect for the time period from
month to month unless earlier terminated in accordance with the terms and provisions
of the Agreement. Customer may terminate the Agreement on thirty (30) days' written
notice to SINGLEPIPE. SINGLEPIPE may terminate the Agreement at any time upon written
notice to Customer. Customer shall pay to SINGLEPIPE, immediately upon demand, all
sums then due and unpaid at the time of termination.
3. RATES AND CHARGES.
The rates and charges for the Services are set forth in the Agreement, together
with any and all of SINGLEPIPE’S tariffs, as applicable and as amended from time
to time. With respect to any Service provided by SINGLEPIPE to Customer for which
a rate is not specified in the Rate Schedule, SINGLEPIPE’S standard retail rates
shall apply. SINGLEPIPE shall provide Customer with a current rate schedule for
its standard retail rates at time of service activation from time to time and at
the request of Customer. Customer shall make all payments when due as set forth
in Section 5 below.
4. TAXES AND SURCHARGES.
In addition to the rates and charges for the Service(s), Customer shall be responsible
for payment of all local, state and federal taxes, fees and surcharges, however
designated, imposed on or based upon the provision, sale, or use of the Services
and any Equipment, excluding taxes based on SINGLEPIPE’S net income. Customer shall
be responsible for the payment of all surcharges in effect from time to time, including
but not limited to USF, PICC, and payphone surcharges, as required or permitted
by applicable law, regulation or tariff and/or as specified on the SINGLEPIPE website
at www.singlepipecom.com.
5. BILLING AND PAYMENT.
Billing for any Service shall commence immediately following delivery of the Service
to Customer’s service address(es). Customer will receive a bill on or about the
1st of each month for the prior month’s usage based Services (including pro-rata
charges for new services added during the prior month) and in advance for the current
month’s monthly charges. All bills are due and payable upon receipt. If Customer's
bill is not paid by the date which is thirty (30) days after the invoice date listed
on the bill (the “Due Date”), Customer shall pay SINGLEPIPE, in addition to the
amount of the bill, a monthly late charge amount equal to 1.5% of the unpaid balance
due (or such lesser amount as is the maximum amount permitted under applicable law).
Customer must provide SINGLEPIPE with written notice of any disputed charge(s) within
thirty (30) days after the invoice date listed on the bill or shall be deemed to
have waived its rights to dispute the charges. Customer shall pay the invoiced amount
by the Due Date; provided that payment of an invoice shall not be deemed a waiver
of Customer’s rights to later dispute an invoice within the time period established
in this Section. The dispute notice shall set forth in writing in reasonable detail
the information concerning the disputed charges and reasons for the dispute. SINGLEPIPE
and Customer shall attempt in good faith to promptly resolve any objection to the
invoiced amount. If the dispute is subsequently resolved in favor of Customer, SINGLEPIPE
shall issue a credit on Customer’s subsequent invoice for the disputed amount. If
SINGLEPIPE initiates legal proceedings to collect any amount due hereunder and SINGLEPIPE
substantially prevails in such proceedings, then Customer shall pay the reasonable
attorneys' fees and costs incurred by SINGLEPIPE in prosecuting such proceedings
and any appeals therefrom. In the event Customer fails to pay any invoice when due,
or provide SINGLEPIPE with a notice of dispute, SINGLEPIPE shall notify Customer
regarding its failure to pay such invoice. If after SINGLEPIPE has provided such
notice, Customer continues to fail to pay such invoice(s) within 5 days after such
notice, SINGLEPIPE may, in addition to any other rights and remedies available to
SINGLEPIPE, suspend service under this Agreement until all outstanding invoice(s)
are paid in full. In addition, in such case SINGLEPIPE may elect to terminate this
Agreement, and shall be entitled to seek and exercise such rights and remedies that
may other wise be permitted hereunder or at law or in equity.
6. CUSTOMER RESPONSIBILITIES.
In addition to all other Customer responsibilities as set forth in the Agreement,
Customer shall be responsible for providing the following: (i) broadband Internet
connectivity; (ii) all equipment, software, facilities and/or Internet Protocol
(“IP”) connectivity necessary to reach and interoperate with the Service and the
SINGLEPIPE network; and (iii) all other equipment, software and other facilities
to be installed, including without limitation, routers, IP enabled phones and/or
an analog terminal adapters.
7. UNAUTHORIZED USE OF SERVICES.
SINGLEPIPE shall have the right (but not the obligation) to take protective action
against Customer in order to protect SINGLEPIPE’s network from any unauthorized
use, which protective action may include, without limitation, the temporary blocking
of Customer’s traffic until the applicable problem is resolved (in SINGLEPIPE’s
reasonable discretion. The Service does not support and SINGLEPIPE will not accept
976/900 and such other call types in which charges are placed on an end-users bill
and SINGLEPIPE might be expected to act as a collection agent. Use of predictive
dialers for more than five percent (5%) of all calls made is prohibited with SINGLEPIPE’s
written consent.
8. NO WARRANTY; LIMITATION OF LIABILITY.
SINGLEPIPE MAKES NO WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. SINGLEPIPE DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY
ON SINGLEPIPE’S BEHALF AND THE CUSTOMER MAY NOT RELY ON ANY STATEMENT OF WARRANTY
AS A WARRANTY OF SINGLEPIPE. THE WARRANTY SET FORTH IN THIS SECTION IS THE SOLE
AND EXCLUSIVE WARRANTY PERTAINING TO ANY SERVICES OR EQUIPMENT SOLD BY SINGLEPIPE
HEREUNDER, AND SINGLEPIPE AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, REPRESENTATIONS
OR GUARANTEES WITH RESPECT THERETO. THIRD PARTY PRODUCED ITEMS ARE PROVIDED AS IS
AND WITHOUT WARRANTY. IN NO EVENT SHALL SINGLEPIPE (OR ITS AFFILIATES, EMPLOYEES,
OFFICERS, DIRECTORS OR AGENTS) BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF CUSTOMERS, CLIENTS OR GOODWILL
ARISING IN ANY MANNER FROM THE AGREEMENT AND/OR THE PERFORMANCE OR NONPERFORMANCE
HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES
OR DAMAGES, AND REGARDLESS OF THE NATURE OF THE CLAIM OR FORM OF ACTION, WHETHER
IN CONTRACT OR TORT INCLUDING NEGLIGENCE. SINGLEPIPE’S ENTIRE LIABILITY AND CUSTOMER’S
EXCLUSIVE REMEDIES WITH RESPECT TO ANY SERVICE PROVIDED TO CUSTOMER (INCLUDING WITHOUT
LIMITATION WITH RESPECT TO THE INSTALLATION, DELAY, PROVISION, TERMINATION, MAINTENANCE,
REPAIR, INTERRUPTION, OR RESTORATION OF ANY SUCH SERVICE) OR BREACH OF THE AGREEMENT,
WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE,
INDEMNITY OR STRICT LIABILITY, SHALL BE LIMITED TO A MAXIMUM OF A TOTAL AMOUNT OF
ALL FEES PAID BY CUSTOMER TO SINGLEPIPE IN THE MOST RECENT THREE MONTH PERIOD HEREUNDER.
THE PROVISIONS OF THIS SECTION 8 CONSTITUTE AN ALLOCATION OF RISK BETWEEN THE PARTIES
AND THE PRICE CHARGED CUSTOMER IS BASED ON SUCH ALLOCATION OF RISK. THE TERMS OF
THIS SECTION 8 SHALL SURVIVE THE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY OR THE
TERMINATION OF THIS AGREEMENT FOR ANY REASON. THIS SECTION 8 SURVIVES TERMINATION
OF THE AGREEMENT. TO THE EXTENT THAT SUCH TERMS CONFLICT, THE TERMS OF THIS SECTION
8 CONTROL THE TERMS AND CONDITIONS SET FORTH AT WWW.SINGLEPIPECOM.COM WITH RESPECT
TO THE MATTERS SET FORTH HEREIN.
9. CPNI.
Under federal law, Customer has the right, and SINGLEPIPE has a duty, to protect
the confidentiality of information about the amount, type, and destination of Customer’s
service usage (CPNI). Customer hereby consents to the sharing of Customer’s CPNI
or other personal information with SINGLEPIPE, Inc. and its affiliates, agents and
contractors, solely for the purpose of developing or bringing to Customer’s attention
any products and services, or in the event of any merger, sale of some or all of
the company assets or acquisition as well as in any insolvency, bankruptcy or receivership
proceeding in which CPNI or other personal information would be transferred as one
of the business assets of the company. This consent survives the termination of
Customer’s Service and is valid until revoked by Customer. To remove this consent
at any time, Customer must notify SINGLEPIPE in writing at 2704 Old Rosebud Road,
Suite 270, Lexington, KY 40509 Attn: Customer Service and provide the following
information: (1) Customer name, (2) Service billing address, (3) telephone number
including area code, and (4) service account number. Removing consent will not affect
the Customer’s current Service.
10. NOTICES.
All notices and communications under the Agreement shall be in writing and shall
be given by personal delivery, recognized national overnight courier service (i.e.
Federal Express), by registered or certified mail, return receipt requested, or
by facsimile transmission, addressed to the respective Party as set forth in the
first page of the Agreement or to such other address as may be designated in writing
by such Party. Notice shall be deemed given upon receipt.
11. MISCELLANEOUS.
The Agreement, including this Summary of Standard Terms and Conditions, the Standard
Terms and Conditions on www.singlepipecom.com and all other schedules applicable
to the Services purchased by the Customer, represents the entire agreement of the
Parties with respect to the subject matter hereof and supersedes all other agreements,
written or oral, between the Parties relating to the Service. Any modification to
this Agreement shall be in writing signed by authorized representatives of both
Parties. In case of any conflict between the provisions of these Standard Terms
and any schedule (including any Additional Terms), the provisions of these Standard
Terms shall take precedence unless otherwise indicated in the signed attached schedule.
This Agreement and any amendment of the terms hereof, may be signed in counterparts,
each of which shall constitute an original and all of which together shall constitute
one and the same instrument. No term or provision herein shall be waived, and no
breach or default excused, unless such waiver or consent is in writing and signed
by the Party to which it is attributed. No consent by a Party to, or waiver of,
a breach or default by the other, whether expressed or implied, shall constitute
a consent to or waiver of any subsequent breach or default. If any provision of
the Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability
shall not invalidate or render the Agreement unenforceable, but rather the Agreement
shall be construed as if not containing the invalid or unenforceable provision.
The Agreement shall be interpreted, construed and enforced in accordance with the
laws of the State of Kentucky, without regard to its conflict of laws principles.
Each party consents to personal jurisdiction in the state and federal courts of
the State of Kentucky. ACKNOWLEDGED AND AGREED: Address: Name: Date: