TERMS & CONDITIONS
Together with the Service Agreement and any document incorporated by reference, these terms and conditions (collectively, the “Agreement”) apply to all telecommunications and related services (“Services”) provided to Customer by the Hunter Carrier Services, LLC (“HUNTER CS”).
- Term and Renewal. This Agreement is effective on the date identified on the Service Agreement (“Effective Date”) and will continue for the term set forth in the Service Agreement from the last date that Services are installed (the “Term”). Upon expiration of the Term, this Agreement will automatically renew for successive one-year terms (each, a “Renewal Term”) and HUNTER CS reserves the right to increase rates to its then-current rates. If this Agreement is a renewal, it may take one to two billing periods for the rates herein to become effective.
- Charges for Charges are set forth on the Service Agreement or assessed as Services are used by Customer (i.e., features, installation/repair, including after-hours installation, long distance (rounded up to next cent), etc.). Customer is responsible for all permissible taxes, surcharges, fees, and assessments that apply to Services, including how those may change in the future, and regardless of whether such charges are identified in the Agreement. Customer shall pay all charges if HUNTER CS or a third party provider is required to extend the demarcation point, delay installation due to Customer, or undertake special construction. HUNTER CS RESERVES THE RIGHT TO INCREASE OR DECREASE MONTHLY RECURRING CHARGES (“MRCS”) ON AT LEAST THIRTY (30) DAYS’ NOTICE AND OTHER RATES AT ANY TIME.
- Installation. Customer must provide an environment that is suitable for the Services, including equipment that is compatible with HUNTER CS’s network. Unless otherwise agreed in writing by HUNTER CS, Customer is responsible for obtaining access to Customer’s premises for HUNTER CS to install Services/perform maintenance and HUNTER CS will not enter into any agreements with Customer’s landlord or other third parties to obtain same. Customer is solely responsible for disconnecting Services with its current service provider to avoid duplicated charges after Service installation. For fixed wireless Services, unless otherwise agreed in writing by HUNTER CS, Customer has the additional material obligations to: (a) obtain “roof rights” and make available all evidence of same to HUNTER CS; (b) provide space for HUNTER CS equipment at the Service locations, no further than three hundred (300) feet from Customer’s router or switch interface; and, (c) provide internal building conduit to allow HUNTER CS the ability to rod/rope to the point of demarcation. HUNTER CS shall not be liable for any reasonable alterations or necessary work to the Service locations that are required for installation and removal of HUNTER CS
- Billing and Payment; Disputes. Installation occurs and billing at a location begins on the earlier of (i) the date HUNTER CS makes Services available to Customer for its use (which may be the date administrative access to certain software-based Services is granted to Customer); or (ii) the date that Service would have been available for use by Customer if Customer had fulfilled its obligations required to provision and install the Service. Bills are issued monthly and are late if not paid by the due date reflected on the invoice. Customer is responsible for paying all costs and fees HUNTER CS incurs as a result of collecting Customer’s unpaid and resolved disputed charges. HUNTER CS may choose to bill in full monthly increments with no proration for partial service periods when Service either starts or ends in the middle of a billing cycle. HUNTER CS may accept payments marked “payment in full” or being in settlement of any dispute without waiving any rights it has to collect in full. If full payment is not received for undisputed charges in immediately available funds, HUNTER CS will add collection and late fees. In certain service areas, paper bills are available only upon request and for a monthly charge. HUNTER CS reserves the right to charge a fee for payments made by credit To dispute charges, Customer must do so in good faith and deliver to HUNTER CS in writing the specific basis for such dispute within sixty (60) days after the date on the invoice or the dispute shall be deemed waived.
- Credit and Deposits. Customer authorizes HUNTER CS to ask credit-reporting agencies for Customer’s credit information. HUNTER CS may either refuse to serve Customer based on such credit information or require Customer to submit an initial security deposit and/or advance payment or if Customer increases Services, is late on payment, or its credit rating changes. Any deposit will be refunded if not applied by HUNTER CS to any unpaid amount.
- Moves. If Customer moves, it must provide at least ninety (90) days’ advance written notice and pay applicable installation charges and increased monthly service charges for the new location. If HUNTER CS cannot serve the new location, cannot install Service at the new location due to Customer’s failure to provide enough notice, or Customer terminates due to the move, cancellation charges or liquidated damages pursuant to Sec. 11 shall apply.
- HUNTER CS-Provided and Owned Equipment; Customer Equipment Compatibility. Any equipment owned and installed by HUNTER CS on Customer’s premises remains the property of HUNTER CS. Equipment shall remain in good condition and be reasonably protected by Customer from theft and damage, less normal wear and tear. HUNTER CS shall be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or its employees or agents, in which case Customer shall reimburse HUNTER CS for the cost of any necessary HUNTER CS reserves the right to charge Customer for interior or exterior cable or wiring to complete the installation or repairs at HUNTER CS’s then current hourly rates. Customer shall provide HUNTER CS reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise. If HUNTER CS does not have access to Customer’s premises within thirty (30) days after Customer terminates this Agreement, or if HUNTER CS requires Customer to return the equipment and Customer does not return the equipment to HUNTER CS within thirty (30) days of termination or it is returned damaged (during shipping or otherwise), Customer shall reimburse HUNTER CS for the replacement cost of the equipment plus processing and shipping fees, as well as any attorney’s fees and costs to collect. Customer’s equipment, software, cables or hardware attached to HUNTER CS equipment or HUNTER CS’s network is solely the responsibility of Customer and must be compatible with and not cause any interference on HUNTER CS’s network.
- HUNTER CS-Provided Software. Software and its documentation provided as part of Services and Equipment or otherwise provided by HUNTER CS to Customer shall be used by Customer solely as part of the Services and for no other purpose and Customer acknowledges and agrees that the Software is the exclusive property of HUNTER CS or a third-party licensor. Customer may be required to provide HUNTER CS with evidence that its use of the software is in compliance with this Agreement and/or third-party software licensor’s terms. Customer agrees it will not: (i) use or make any copies of the software, or install the software on more than one computer at a time; (ii) reverse engineer, decompile, or disassemble the software; (iii) sell, resell, transfer, license, sublicense, distribute the software or otherwise allow third parties to access to use the software; or (iv) create, write, or develop any derivative software or other software program that is based on such software.
- Use of Services; Restricted Calling Services. Customer and/or anyone acting through it may not resell Services or use Services for: (a) traffic aggregation; (b) its own end users and/or customers as a telecommunications or any other kind of provider; (c) sending HUNTER CS calls that originate from a location other than the local calling area associated with the Customer’s service location; or (d) sending HUNTER CS large volumes of calls from or to areas that are high-cost (areas with access costs greater than regional Bell operating company access costs) or to a toll-free number. Additionally, no more than ten percent (10%) of Customer’s calls may be six (6) seconds or less and/or no more than forty percent (40%) of call attempts may be uncompleted per trunk group and/or DS0/DS0 equivalent. For violations of this Section, HUNTER CS may: (w) immediately terminate Services; (x) charge Customer long-distance charges and an additional price per minute; (y) charge Customer any additional amounts necessary to recoup HUNTER CS’s administrative costs and charges from other carriers; and/or, (z) require Customer to pay for the excessive use immediately and make a deposit.
- Restricted Calling Services. HUNTER CS will restrict international long distance and 900/976 calling functionality (“Restricted Calling Services”) from Customer’s account originating on the HUNTER CS-provided Service and will only restore such functionality upon request by an authorized representative of Customer. In the event Customer requests restoration of such functionality, Customer agrees and acknowledges that it is liable for all charges associated with the Restricted Calling Services dialed from Customer’s premises or through the use of Customer’s HUNTER CS account access and/or calling card codes, regardless of whether such use is: (i) authorized by Customer management, (ii) initiated by Customer employees or third parties, or (iii) constitutes or involves frequent activity of any nature. Customer agrees that HUNTER CS assumes no liability of any kind with respect to its providing access to Restricted Calling Services via connections from Customer premises and locations where Customer uses HUNTER CS Services. Customer shall indemnify, defend and hold harmless HUNTER CS against any and all claims made by the third party provider of Restricted Calling Services. Customer acknowledges that, pursuant to government regulation, failure to make proper payment to third party vendors of Restricted Calling Services could result in suspension or interruption of long distance and/or local services provided by HUNTER CS, and HUNTER CS assumes no liability of any kind with respect to such potential service suspensions or interruptions.
- Either party may terminate this Agreement by providing at least forty-five (45) days’ notice prior to the end of the initial Term or a Renewal Term, or if the other party is in breach of any material provision of this Agreement and fails to cure within forty-five (45) days after written notice (or after ten (10) days’ notice for nonpayment). Customer’s right to terminate for breach applies to the affected location and/or Services only. HUNTER CS may limit, interrupt, suspend or terminate Services IMMEDIATELY if Customer or others acting through Customer: (a) use the Services in violation of Sec. 9; (b) use the Services in a manner that affects HUNTER CS’s network or other customers, (c) use the Services fraudulently or unlawfully; (d) use the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services; or, (e) use the Services in a manner that may cause or is causing an imminent and significant operational, financial, or security risk; or, (f) impersonates another person, uses obscene or profane language or is abusive to or harassing HUNTER CS representatives and fails to stop such behavior after receiving a written or verbal warning. After termination due to breach, HUNTER CS may restore Service if Customer corrects any breach and pays all outstanding amounts owed, including restoration charges. In addition to these termination rights, if HUNTER CS determines that providing Services is not economically or technically feasible or because underlying facilities leased from third parties are no longer available to HUNTER CS due to legal/regulatory changes, HUNTER CS has the right to terminate this Agreement either prior to installation or on sixty (60) days’ notice after installation.
- Effect of Termination
- Pre-Installation– If Customer terminates this Agreement due to any reason other than HUNTER CS’s material breach or if HUNTER CS terminates this Agreement due to Customer’s material breach after the Effective Date but prior to the installation of Service(s), Customer will pay HUNTER CS a Pre- Installation Cancellation Charge (“Cancellation Charge”) equal to six (6) months of MRCs and if HUNTER CS’s costs to other providers are greater than this amount, Customer shall also reimburse HUNTER CS for such additional costs. Customer agrees that the Cancellation Charge is a reasonable measure of the administrative costs and other fees incurred by HUNTER CS to prepare for installation. The Cancellation Charge set forth in this Section is in lieu of the charges set forth in 11(b).
- Post-Installation– IF CUSTOMER TERMINATES THIS AGREEMENT OR PART OR ALL SERVICES PROVIDED HEREUNDER AFTER INSTALLATION DURING THE INITIAL OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR HUNTER CS’S MATERIAL BREACH OR IF HUNTER CS TERMINATES THIS AGREEMENT DUE TO CUSTOMER’S MATERIAL BREACH, CUSTOMER SHALL PAY TO HUNTER CS AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AN AMOUNT EQUAL TO ONE HUNDRED PERCENT (100%) OF THE MRCS APPLICABLE TO THE SERVICES THAT WERE TERMINATED MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN-CURRENT TERM OR RENEWAL TERM. IF HUNTER CS’S COSTS TO OTHER PROVIDERS ARE GREATER THAN THIS AMOUNT, CUSTOMER SHALL ALSO REIMBURSE HUNTER CS FOR SUCH ADDITIONAL COSTS. IF THE CUSTOMER PARTIALLY CANCELS AND HAS A MINIMUM MONTHLY FEE (“MMF”), THEN THE CUSTOMER SHALL CONTINUE TO BE BILLED THE MMF (“LIQUIDATED DAMAGES”). CUSTOMER ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE INCURRED BY HUNTER CS.
- Limitation of Liability; Indemnity. FOR PURPOSES OF SECTIONS 12 AND 13, “HUNTER CS” INCLUDES ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, AND ANY ENTITY ON WHICH BEHALF HUNTER CS RESELLS SERVICES. EXCEPT FOR WILLFUL MISCONDUCT, HUNTER CS’S LIABILITY FOR SERVICES AND INSTALLATION WILL NOT EXCEED CUSTOMER’S MRCS DURING THE PERIOD IN WHICH THE DAMAGE OCCURS. IN THE EVENT OF A SERVICE INTERRUPTION OR OUTAGE, HUNTER CS’S LIABILITY IS LIMITED TO ANY CREDITS OFFERED PURSUANT TO AN APPLICABLE HUNTER CS SERVICE LEVEL AGREEMENT. IN NO EVENT WILL HUNTER CS BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA), ANY PUNITIVE OR EXEMPLARY DAMAGES, THE COST OF ALTERNATIVE SERVICE, OR ATTORNEY’S FEES. CUSTOMER IS RESPONSIBLE FOR ALL USAGE, CHARGES, AND LIABILITY INCURRED DUE TO THEFT OR FRAUD OVER THE SERVICES WHILE IN CUSTOMER’S CONTROL, REGARDLESS OF WHETHER/WHEN HUNTER CS NOTIFIES CUSTOMER OF INCREASED USAGE. PRICING OF SERVICES REFLECTS THE INTENT OF THE PARTIES TO LIMIT HUNTER CS’S LIABILITY AS PROVIDED HEREIN. CUSTOMER INDEMNITY: CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HUNTER CS HARMLESS IF CUSTOMER’S USE OF THE SERVICES CAUSES A THIRD PARTY TO MAKE A CLAIM AGAINST HUNTER CS.
- Force Majeure. HUNTER CS shall have no liability, including service credits, for any delay or failure to perform caused by any event beyond its reasonable control or during any maintenance periods necessary on HUNTER CS’s network or equipment, including but not limited to delays or failures caused by third parties’ or Customer’s actions or failure to act or permit HUNTER CS access.
- Documents Incorporated by Reference; Entire Agreement; Counterparts; Execution. THIS AGREEMENT IS SUBJECT TO AND INCORPORATES THE FOLLOHUNTER CSG BY REFERENCE, AS THEY MAY CHANGE FROM TIME TO TIME: (I) THE TERMS AND CONDITIONS OF THE TARIFFS FILED WITH STATE PUBLIC SERVICE COMMISSIONS; (II) THE FCC OR STATE SERVICE
AND (VII) ANY PRODUCT-SPECIFIC TERMS AND CONDITIONS SCHEDULES POSTED AT https://www.HunterCS.com This agreement constitutes the parties’ entire agreement. In the event of any conflict between the terms of this document and any of the documents incorporated by reference, the terms of this document control followed (in order) by any product-specific terms and conditions schedules, click-through agreements for applicable Services, any applicable Service Level Agreement(s), the Tariffs and the FCC or state Service Publications, and then the Acceptable Use and Privacy Policies. HUNTER CS reserves the right to modify these terms and conditions and/or any of these documents incorporated by reference from time to time.
- Notices and Electronic Communications: Any notice pursuant to this Agreement must be in writing and will be deemed properly given if hand delivered or mailed to Customer at the address populated on Customer’s Service Agreement or to HUNTER CARRIER SERVICES, LLC 1709 Hwy 34, Suite C, Wall Twp., NJ 07727.
- Compliance with Laws; Applicable Law: Each party shall comply with all laws and regulations applicable to this Agreement. This Agreement is subject to applicable federal law and the laws of the state in which the Services are provided or, if provided in multiple states, then New Jersey law, both of which shall be without regard to that state’s conflict of laws principles;
- Waiver of Jury Trial: EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT;
- Statute of Limitations: Other than billing disputes subject to shorter time periods in Sec. 4, no claim may be asserted by either party more than two (2) years after the occurrence that is the basis of the claim;
- Assignment: On written notice, either party may assign this Agreement (for HUNTER CS, such assignment may be in whole or in part), to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer must complete all paperwork necessary to effectuate such assignment or any change in ownership;
- Third Party Beneficiaries: No third party shall be deemed a beneficiary of this Agreement;
- Waiver: Either party’s failure to enforce any right or remedy available under this Agreement is not a waiver;
- Severability: If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect;
- Survival: Sections 7, 12 and 13 survive after this Agreement ends;
- Use of Products in U.S.: Customer acknowledges that the transfer and use of products, services and technical information outside the United States are subject to U.S. export laws and regulations. Customer shall not use, distribute, transfer, or transmit the products, services or technical information (even if incorporated into other products) except in compliance with U.S. export laws and regulations. At HUNTER CS’s request, Customer shall sign written assurances and other export-related documents as may be required for HUNTER CS to comply with U.S. export regulations;
- Publicity and Confidentiality: Customer agrees that HUNTER CS may publicly disclose that HUNTER CS is providing Services to Customer and may include Customer’s name in promotional materials and press releases. Except when this Agreement is required to be filed with a governmental authority, this Agreement is confidential and shall not be disclosed publicly to any third party except the such dealer(s) or agent(s) of HUNTER CS.
- Service Specific Terms and Conditions
HIPAA Compliance. Customer is responsible for informing HUNTER CS in writing if: (i) Customer is a Covered Entity or Business Associate (both as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)); and (ii) Customer Content includes Protected Health Information (“PHI”) (as defined in HIPAA). If Customer notifies HUNTER CS that it is a Covered Entity or Business Associate and that Customer Content includes PHI, and HUNTER CS determines that, based on such notification, it is rendered a Business Associate, then the parties will execute HUNTER CS’s Business Associate Agreement. If Customer does not so notify HUNTER CS, then HUNTER CS will have no obligation to provide the Services in compliance with HIPAA.
Security Compliance Audits. Unless stated otherwise in writing by HUNTER CS via an addendum to this Agreement, any Services or equipment provided by HUNTER CS are outside the scope of any security audits performed by Customer or its agents. While HUNTER CS Sales representatives can help Customer with incorporating our Services and equipment as component parts of a compliant overall security strategy, HUNTER CS makes no representations that its Services or equipment are compliant with industry-specific guidelines, regulations, or laws including, but not limited to, Payment Card Industry Standards, the Health Insurance Portability and Accountability Act, and/or Sarbanes-Oxley.
Cellular Broadband and Overages. Hunter Carrier Services, LLC Cellular Broadband service is not considered a dedicated account and is subject to the terms and conditions of HUNTER CS’s Acceptable Use Policy. In the event Customer that selects cellular wireless service as a secondary access method, unless otherwise agreed: (i) for pooled capacity, Customer will be charged for usage in excess of such pooled capacity at $0.05 per MB, or (ii) for non- pooled capacity, Customer will not be charged overage fees, but may have data transmission speeds reduced as defined by the applicable service plan. Overage fees will be billed in arrears and may be charged up to twelve (12) months after the overage occurs.