Terms and Conditions
This document (the "T&C") describes the terms and conditions under which Zordio LLC, a Michigan Limited Liability Company and independent contractor ("Zordio"), provides service to its customers. By entering into a contract with Zordio, the customer ("Customer") agrees to abide by and be bound by Zordio's terms and conditions. Any notice required by any document or Agreement with Zordio, sent to Zordio or to Customer, requiring written communication may be sent by email, fax, postal mail, or delivery service including UPS and Federal Express.
I. SCOPE OF SERVICE, LIMITATION OF WARRANTY, ACCEPTABLE USE
1. SCOPE OF WORK
Customer requires the delivery of certain services (the "Services"), which are defined in the attached service agreement (the "Agreement"). Zordio agrees to perform such Services subject to the T&C and the most current version of the Zordio Acceptable Use Policy (the "Policy"). In the event of a conflict or inconsistency between the T&C, the Policy, the Agreement, and/or and subsequent or contemporaneous Agreements, the most current T&C or Agreement shall prevail.
2. LIMITATION OF WARRANTY
Zordio exercises no control whatsoever over the content of the information passing through its network. Zordio makes no warranties of any kind, whether express or implied, for the Service it is providing. Zordio also disclaims any warranty of merchantability for fitness for a particular purpose. Zordio shall not be responsible for any damages Customer suffers. This includes losses resulting from delays, nondeliveries, missed deliveries, and/or service interruptions or restrictions.
3. ACCEPTABLE USE POLICY
Zordio reserves the right to restrict or interrupt the Service or terminate the Agreement effective upon notice for a violation of the Policy. Zordio's notice shall specify to Customer the violations of the Policy. If the violation causes network disruption, performance degradation, or complaints from other internet customers or other telecommunications service providers, or it is the second or later violation of the Policy, Zordio reserves the right to restrict or interrupt the Service provided without prior notification. Zordio's failure to exercise any of its rights hereunder shall not constitute or be construed by Customer as being a waiver of any past, present, or future right or remedy. Customer agrees to indemnify and hold harmless Zordio from any losses, damages, costs or expenses resulting from any third party claim or allegation ("Claim") arising out of or relating to use of the Service, including any Claim which, if true, would constitute a violation of the Policy.
4. ADDITIONAL SERVICES
If, at any time under which the Agreement is in effect, Zordio agrees to provide services, requested in writing by Customer, which are not set forth in any Agreement with Zordio then in effect, Customer agrees to pay Zordio's price for such services in effect at the time such service was rendered.
5. APPLICABLE LAW
The T&C and any attached Agreements shall be governed by the laws of the State of Michigan applicable to Agreements made and fully performed in Michigan by persons or entities domiciled in Michigan.
II. PAYMENT, DEFAULT, FEES, TAXES
Charges for the Services will commence at time of order, unless otherwise specified in writing.
If Customer does not pay any charges owed to Zordio on or before the due date, Customer is in Default and Zordio has the right to interrupt or restrict the Service either temporarily or permanently, in which case Zordio shall incur no liability whatsoever. Customer is advised to allow sufficient time for payment to be handled before reaching Zordio, in order avoid Default. If Zordio refers Customer's account to an attorney or agency for collection, Customer agrees to pay all costs of collection or other remedies for its default, including attorney's fees, court costs, and any other fees incidental thereto.
8. LATE PAYMENTS
Payment is due within twenty (20) days of invoice. Customer is in Default if payment is not received within twenty (20) days after date of invoice (see section 7. DEFAULT). If Customer's check payment or credit card payment is returned to Zordio unpaid, Customer is immediately in default. Returned checks or failed credit card charges may subject to a processing fee of $25.00 from Zordio. Zordio reserves the right to restrict or interrupt the Service of accounts in Default. Such restriction or interruption does not relieve Customer of the obligation to pay the monthly charge. Zordio's failure to exercise any of its rights hereunder shall not constitute or be construed by Customer as being a waiver of any past, present, or future right or remedy. Accounts in Default are subject to an interest charge on the outstanding balance of the lesser of 1.5% per month or the maximum rate permitted by law. In the event of a dispute over payment or late payment, Zordio shall be entitled to its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights under the Terms and Conditions.
If applicable, Customer shall pay Zordio monthly recurring fees ("Recurring Fees"), which shall include charges for use of any Zordio equipment ("Service Fees"), which shall be set forth in the relevant Agreement.
10. RECURRING FEES
All Recurring Fees shall be invoiced monthly as identified in the Agreement. Charges for partial months shall be prorated accordingly. All Recurring Fees shall be payable net twenty (20) days from date of invoice. If payment is not received within the payment term period, Customer is in Default and late payments shall be subject to interest charges on the outstanding balance of the lesser of 1.5% per month or the maximum rate permitted by law.
11. RECURRING SERVICE FEES
Recurring Service Fees shall be governed by the prevailing rate at the time of the Agreement or, in the case of a service level change, at the time of the change. Recurring Service Fees will not change during the term of the Agreement, except in the case of a service level change. If the agreed-upon period of the Agreement has expired and the Agreement is continuing on a month-to-month basis (see section 15. RENEWAL), recurring Service Fees may change at any time with thirty (30) days notice. One-time fees are determined at time of use, based on the current Service Rates.
12. SURCHARGES AND FEES
Customer shall be responsible for all applicable Federal, State, and Local mandated surcharges, fees, user's fees, universal contributions and taxes applicable under the Agreement, excepting those specified hereafter (see section 13. TAXES).
The foregoing fees, charges and other prices do not include taxes, except as specifically states herein. Customer agrees to pay or reimburse Zordio for any applicable taxes on the Services, other than taxes based on Zordio's net income. Any such taxes shall be invoiced and payable within the payment terms of the attached Agreement. Zordio agrees to provide customer with reasonable documentation to support invoiced amounts for taxes within thirty (30) calendar days of receipt of a Customer's written request.
14. DEFAULT AND OTHER AGREEMENTS
If Customer enters Default or violates the terms of any Agreement with Zordio, Zordio may, in its sole discretion, declare Customer to be in Default and/or in breach of contract in any and all other Agreements then in effect, without the necessity of showing separate failures, acts, or omissions by Customer.
III. CANCELLATION, RENEWAL, NOTICE
If Customer is not in Default or breach of contract, it may request in writing, at least thirty (30) days prior to the expiration of the period(s) specified in the Agreement, that the Agreement be renewed for the period(s) specified and on the same terms and conditions as set forth in the Agreement. If Customer is not in Default or breach of contract, and the Parties do not renew the Agreement for a specified period, then the Agreement will renew on a month-to-month basis upon the same terms and conditions specified in the Agreement. (See also section 11. RECURRING SERVICE FEES).
Service may be canceled only by thirty (30) day's advance written notice. If Service is canceled before the end of a contracted period, Customer must pay the applicable Early Cancellation Fee, defined in the Agreement. The Early Cancellation Fee may include, but is not limited to, base monthly charges for each of the remaining months in the Agreement period(s), any non-recurring revenue charges waived by Zordio hereunder including, but not limited to, Zordio line installation costs, and any term payments for equipment options provided by Zordio under a lease as indicated on the relevant service agreement.
All formal notifications and transmittals to Zordio issued pursuant to the provisions of the T&C shall be sent to:
Attn: Contract Admin
PO Box 22051
Lansing, MI 48909
All formal notices and transmittals to Customer shall be sent to the address written under Customer's signature below. Either Party may change the notice address or addressee by providing prior written notice.
IV. LIMITATION OF LIABILITY, EXCUSED PERFORMANCE, ASSIGNMENT OR TRANSFER
18. BREACH OF CONTRACT
If Customer is in violation of any of the terms of the T&C or any terms of any Agreement made between the Parties then in effect, Customer is in breach of contract and Zordio has the right to discontinue or restrict the Service either temporarily or permanently. In the event of such a discontinuation or restriction of Service, Zordio shall incur no liability whatsoever. However, before restricting or discontinuing the Service, Zordio will give notice of such intention.
19. UNAUTHORIZED ACCESS
In the event of an attempt to gain unauthorized access to any Zordio equipment by any agent of Customer, including but not limited to employees, contractors, subcontractors, and affiliates, all Customer rights shall be null and void, and all services suspended. No moneys paid to Zordio shall be refundable in such an event, and the terms of this section do not preclude legal action against Customer.
20. EXCUSED PERFORMANCE
Zordio shall not be responsible for delays in performance resulting from acts beyond Zordio's control. Such acts include but are not limited to acts of God; acts of war; communication failure; earthquakes; epidemics; fire; governmental regulations imposed after the fact; lockouts; power failures; riots; storms; strikes; supply shortages; terrorist attacks; theft; third parties; malware, or other computer viruses, or computer hacking; termination, breach, or bankruptcy of third party providers; and intervening acts of third parties, including spamming; or other disasters.
21. ASSIGNMENT OR TRANSFER
Zordio may assign, mortgage, hypothecate or grant a security interest in the Agreement, in whole or part, in its sole discretion. Customer shall not assign or transfer the rights or obligations associated with the Agreement, in whole or in part, without Zordio's prior written consent.
Customer shall not use Zordio's name in publicity or press releases without Zordio's prior written consent.
23. LIMITATION OF AGENT LIABILITY
In no event shall Zordio, Customer, or any of their respective officers or employees, be held liable, one to the other, for any loss of profit or revenue or for indirect, incidental, special, punitive or exemplary damages incurred or suffered by each other, arising from or pertaining to Customer's use of the Service including, without limitation, damages arising from interruption of electrical power, failure of equipment, or attack from external sources.
Customer shall indemnify and hold harmless Zordio and officers, employees, servants, and agents from and against any and all claims, cost, expenses or liability (including reasonable attorney's fees) arising out of Customer's use of the Service.
The Customer's obligations which by their nature would extend beyond the termination, cancellation or expiration of the Agreement, shall survive such termination, cancellation or expiration.