Masters Telecom LLC – General Terms and Conditions
Version: August 11, 2026-5.0
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (these “Terms”) are entered into by and between Masters Telecom LLC, a Florida corporation (“Masters”), and the contracting party identified on the Service Order Form (“Customer”) and governs the provision and use of Masters’s services related services outlined in the Verizon BUSS Store to reliable cellular connections. These Terms become binding on the parties upon the execution of a service order form by Masters and Customer (the “Service Order Form” and together with these Terms, this “Agreement”). IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND THE TERMS OF THE SERVICE ORDER FORM, THESE TERMS SHALL CONTROL UNLESS THE SERVICE ORDER FORM EXPRESSLY OVERRULES A SPECIFIED SECTION HEREIN.
1. Provision of Services. Customer agrees to acquire from Masters the Services (as defined below), each identified on the applicable Service Order Format the prices set forth in the Service Order Form.
2. Services. Masters shall provide certain services to Customer (“Services”), which shall include but not be limited to the following:
2.1. Toll-free service. Master shall provide to the Customer toll-free services as selected and identified by Customer and specified on the Service Order Form.
2.1.1 Service plan is based on a specific per month total pooled minute plan between 1 or multiple toll-free numbers. Minute usage is calculated in six (6) second initial and six (6) second additional increments. If monthly usage consistently exceeds 115% of plan minutes the customer will be contacted to migrate to the appropriate plan. Additional toll-free numbers share plan minutes. Billing starts when toll-free service is active on customer account. If the customer is porting in an existing toll-free number billing starts when port has completed.
2.1.2 Porting of toll-free numbers. Customer may elect to port an existing toll-free telephone number to Masters (“Port-In”). Masters will support all valid requests and will cooperate with Customer to perform any Port-In in accordance with Customers reasonable directions and Masters operating procedures. Neither Masters nor its providers are responsible for any delay, rejection, or false processing of Port-In requests to the extent such delay, rejection, or false processing is attributable to Customer, Customer’s prior provider, or any third parties. Customer or a third-party provider acting as agent on behalf of Customer (“Requesting Party”) may request that Masters port a number assigned to Customer by Masters to a third-party provider (“Port-Out”). Masters will support all such requests and will promptly cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party’s reasonable directions and Masters standard operating procedures. Once the Port-Out is complete, Customer must terminate the Toll-free Services in order to stop incurring charges. The customer recognizes and agrees that in the event of a Port-Out Customer shall remain responsible for paying the required monthly service fees, along with taxes, governmental fees and other charges required, incurred up to the date of termination.
2.2. SecureFax and IFAX services. Master shall provide to the Customer, SecureFax and / or IFAX services as selected and identified by Customer and specified on the Service Order Form.
2.2.1 Service plan is based on a specific per month total number of inbound or outbound fax pages. If monthly usage consistently exceeds 115% of plan pages, the customer will be contacted to migrate to a larger minute plan. Billing starts when the service is active on customer account. If the customer is porting in an existing fax number a temporary number will be assigned while processing the Port-In.
2.2.2 Porting of fax numbers. Customer may elect to port an existing fax number to Masters. Masters will support all valid requests and will cooperate with Customer to perform any Port-In in accordance with Customers reasonable directions and Masters operating procedures. Neither Masters nor its providers are responsible for any delay, rejection, or false processing of Port-In requests to the extent such delay, rejection, or false processing is attributable to Customer, Customer’s prior provider, or any third parties. A customer or a third-party provider acting as agent on behalf of Customer (“Requesting Party”) may request that Masters port a number assigned to Customer by Masters to a third-party provider. Masters will support all such requests and will promptly cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party’s reasonable directions and Masters standard operating procedures. Once the Port-Out is complete, the Customer must terminate the Services in order to stop incurring charges. The customer recognizes and agrees that in the event of a Port-Out Customer shall remain responsible for paying the required monthly service fees, along with taxes, governmental fees and other charges required, incurred up to the date of termination.
2.3. Contact Center service. Master shall provide to the Customer Contact Center services as selected and identified by Customer and specified on the Service Order Form.
2.3.1 Service plans are based on a per user/agent (“User”) fee. Each User fee includes 2500 inbound or outbound minutes which are pooled between all Users, call queues and auto attendants. If monthly usage consistently exceeds 115% pooled minutes, the customer will be contacted to add additional plan minutes. Billing starts when Contact Center service is active on customer account. If the customer is porting in existing phone numbers billing starts when port has completed.
2.3.2 Call Recording. Customer can elect to enable call recording for one (1) or multiple Users. Call recordings are stored for 30 days in a fully HIPAA compliant environment. Customer may request a HIPAA Compliance Business Associate agreement with written notice. The Customer can elect to store call recordings indefinitely utilizing the Customers own AWS (Amazon Web Services) account. The Customer is responsible for all costs associated with the AWS account.
2.3.3 Porting of phone numbers. Customer may elect to port existing phone number to Masters. Masters will support all valid requests and will cooperate with Customer to perform any Port-In in accordance with Customers reasonable directions and Masters operating procedures. Neither Masters nor its providers are responsible for any delay, rejection, or false processing of Port-In requests to the extent such delay, rejection, or false processing is attributable to Customer, Customer’s prior provider, or any third parties. A customer or a third-party provider acting as agent on behalf of Customer (“Requesting Party”) may request that Masters port a number assigned to Customer by Masters to a third-party provider. Masters will support all such requests and will promptly cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party’s reasonable directions and Masters standard operating procedures. Once the Port-Out is complete, the Customer must terminate the Contact Center Services in order to stop incurring charges. The customer recognizes and agrees that in the event of a Port-Out Customer shall remain responsible for paying the required monthly service fees, along with taxes, governmental fees and other charges required, incurred up to the date of termination.
2.4. SIP Account service. Master shall provide to the Customer Contact Center services as selected and identified by Customer and specified on the Service Order Form.
2.4.1 Service plans are based on a service type. Each SIP Account plan includes a designated amount of inbound or outbound minutes which are pooled between SIP Accounts. If monthly usage consistently exceeds 115% pooled minutes, the customer will be contacted to add additional plan minutes. Billing starts when SIP Account service is active on customer account. If the customer is porting in existing phone numbers billing starts when port has completed.
2.4.2 SIP Account – Classroom Line. Classroom SIP Lines include 50 inbound or outbound minutes per month pooled between all Classroom SIP Lines. Classroom SIP Lines can be provisioned on customer provided SIP Phones or Analog Telephone Adapters (“ATA”).
2.4.3 SIP Account – Specialty Use. Specialty SIP Accounts includes 500 inbound or outbound minutes per month pooled between all Specialty SIP Accounts. Specialty SIP Accounts can be provisioned on customer provided SIP Devices or Analog Telephone Adapters (“ATA”).
2.4.4 SIP Account – Voice Service. Voice SIP Accounts includes 1000 inbound or outbound minutes per month pooled between all Voice SIP Accounts. Classroom SIP Lines can be provisioned on customer provided SIP Phones or Analog Telephone Adapters (“ATA”).
2.4.5 Porting of phone numbers. Customer may elect to port existing phone numbers to Masters. Masters will support all valid requests and will cooperate with Customer to perform any Port-In in accordance with Customers reasonable directions and Masters operating procedures. Neither Masters nor its providers are responsible for any delay, rejection, or false processing of Port-In requests to the extent such delay, rejection, or false processing is attributable to Customer, Customer’s prior provider, or any third parties. A customer or a third-party provider acting as agent on behalf of Customer (“Requesting Party”) may request that Masters port a number assigned to Customer by Masters to a third-party provider. Masters will support all such requests and will promptly cooperate with the Requesting Party to perform any Port-Out in accordance with the Requesting Party’s reasonable directions and Masters standard operating procedures. Once the Port-Out is complete, the Customer must terminate the Contact Center Services in order to stop incurring charges. The customer recognizes and agrees that in the event of a Port-Out Customer shall remain responsible for paying the required monthly service fees, along with taxes, governmental fees and other charges required, incurred up to the date of termination.
2.5. One Talk Post Sale Support. Master shall provide to the Customer One Talk support services as selected and identified by Customer and specified on the Service Order Form.
2.5.1 One Talk Post Sale Support plan is based on a specific number of One Talk users. Billing starts upon order acceptance by the Customer. One Talk Post Sale support is not available unless initial One Talk deployment has been completed, including installation, porting, portal set up and initial training
2.5.2 Term. The One Talk Post Sale Support plan has a twelve (12) month initial term with an auto renewal. Customers can cancel at any time after twelve (12) months with thirty (30) days written notice.
2.6. Onsite Installation Service. Master shall provide to the Customer onsite installation services as selected and identified by Customer and specified on the Service Order Form.
2.6.1 Onsite Installation Service covers the first two (2) hours the technician is onsite. Additional time will be billed in fifteen (15) minute increments. Time onsite starts when technician arrives onsite. If the job site is not ready or accessible resulting in extra time or return trips, additional billing increments will be assessed. Customer agrees to allow technician to work in an efficient, unobstructed, and continuous manner. Unforeseen circumstances may result in a job taking longer than the allotted time. Every effort will be made to promptly complete projects, but we cannot guarantee that our schedule will allow us to perform all projects on consecutive business days from start to finish.
2.6.2 Client Responsibilities at installation
Client, at its expense, shall:
a. Allow employees or agents of Service Provider reasonable access to the premises and facilities where the Service is to be provided, and Client shall not require Service Provider’s personnel to sign any document that has not been approved in advance by Service Provider.
b. Provide appropriate electric current for any necessary purpose with suitable outlets.
c. Provide safe, suitable and easily accessible floor space, adjacent to where Service and Equipment will be provided.
d. Provide suitable environmental conditions for installation as may be specified in a Sales Document.
e. Provide reasonable assistance to Service Provider as requested.
f. Use the Services only on or with equipment and software recommended by Service Provider, or the applicable manufacturers and software providers.
g. THE COMPLETION AND SUBMITTAL OF ANY PRE-INSTALLATION SURVEY (IF REQUIRED) IS NECESSARY FOR SUCESSFUL INSTALLATION OF EQUIPMENT AND SERVICES. FAILURE TO ACURATELY AND FULLY COMPLETE THE SURVEY MAY RESULT IN DELAYS AND ADDITIONAL INSTALLATION FEES WHICH WILL BE THE RESPONSIBILITY OF THE CLIENT.
Upon the failure of Client to comply with the responsibilities set forth in this Section (“Non-compliance”), Service Provider may, at its option, refuse to perform any Service where Non-compliance has occurred until such Non-compliance has been cured to the reasonable satisfaction of Service Provider without any liability or obligation under this Agreement, a Sales Document or any applicable law, and Service Provider may charge Client at its then current labor rates for any Service call at which no Service was performed by Service Provider as a result of Non-compliance.
2.6.3 Scheduling. Installations are performed Monday-Friday. Saturday and Sunday are available at an increased rate. Masters requires a minimum of seven (7) days’ notice to respond to any request installation work. Customer is permitted to cancel installation with no penalty if the Customer provides Masters with twenty-four (24) hour notice.
2.6.4 Scope. Masters will not be responsible for the condition or operation of the equipment being installed unless provided by Masters. If Masters is to utilize existing wiring, we must first inspect and test it. Masters is not responsible for any network or firewall configuration. Masters will advise you regarding whether changes are necessary. Masters will bill Customer directly for any additional materials required for installation. Services such as wireless LTE, 5G, cable, satellite and fiber optics are outside of Masters control. Accordingly, Masters is not responsible for the cables, splitters, amplifiers, receivers, firewalls or other hardware or software supplied by these services. Masters is not responsible for the signal quality of or reception of specific channels from WIFI or wired networks, bandwidth services, fiber optic services or antenna reception. We will make every effort to maximize signal strength from antennas and to amplify weak signals when possible. Nonetheless we cannot guarantee reception because many factors are beyond our control (e.g., weather, foliage, location, service provider quality, etc.).
2.7. SMS Messaging Services. Masters shall provide to the SMS Messaging services as selected and identified by Customer and specified on the Service Order Form.
2.7.1. SMS Service plans are based on a Campaign message volume.. Each SMS Campaign includes a designated use of a 10DLC monthly campaign. An additional fee is charge for the setup and registration of a 10DLC campaign. Monthly usage is billed based on the number of messages.
2.7.2. General SMS Terms and Conditions. When you opt-in to the service, we will send you a message to confirm your signup.
By opting into messages, you agree to receive recurring automated marketing and informational text messages from Masters Telecom. Automated messages may be sent using an automatic telephone dialing system to the mobile telephone number you provided when signing up or any other number that you designate.
Message frequency varies, and additional mobile messages may be sent periodically based on your interaction with Masters Telecom. Masters Telecom reserves the right to alter the frequency of messages sent at any time to increase or decrease the total number of sent messages. Masters Telecom also reserves the right to change the short code or phone number or alphanumeric sender where messages are sent
Your usual message and data rates may apply. If you have any questions about your text plan or data plan, it is best to contact your mobile provider. Your mobile provider is not liable for delayed or undelivered messages.
Your consent to receive marketing messages is not a condition of purchase.
2.7.3 Carriers
Carriers are not liable for delayed or undelivered messages.
2.7.4. Cancellation
Messages will provide instructions to unsubscribe either by texting STOP or through an included link. After you unsubscribe, we will send you a message to confirm that you have been unsubscribed and no more messages will be sent. If you would like to receive messages from Masters Telecom again, just sign up as you did the first time and Masters Telecom will start sending messages to you again.
2.7.5. Support
For support regarding our services, email us at support@masterstelecom.com or, if supported, text “HELP” to 5615791466 at any time and we will respond with instructions on how to unsubscribe. If we include a link in messages we send you from Masters Telecom, you may also access instructions on how to unsubscribe and our company information by following that link.
2.7.6. Transfer of Number
You agree that before changing your mobile number or transferring your mobile number to another individual, you will either reply “STOP” from the original number or notify us of your old number at support@masterstelecom.com. The duty to inform us based on the above events is a condition of using this service to receive messages.
2.7.7. Messaging Terms Changes
We reserve the right to change or terminate our messaging program at any time. We also reserve the right to update these Messaging Terms at any time. Such changes will be effective immediately upon posting. If you do not agree to a change to these Messaging Terms, you should cancel your enrolment with our messaging program. Your continued enrollment following such changes shall constitute your acceptance of such changes.
2.8 Voicemail Box . Masters shall provide to Voicemail Box as selected and identified by Customer and specified on the Service Order Form.
2.8.1 Eligibility. You must be a registered user of [Your Company Name] services to access voicemail. By using our services, you affirm that you meet all eligibility requirements.
2.8.2 User Responsibilities. You are responsible for maintaining the confidentiality of your voicemail access information. You agree to use the voicemail services only for lawful purposes and in accordance with these terms.
2.8.3 Message Storage. Voicemail messages will be stored for a period outlined on Service Order from the date received. After this period, messages may be automatically deleted without notice. Users are responsible for managing their voicemail storage capacity.
2.8.4 Prohibited Use. You may not use the voicemail service to transmit any unlawful, threatening, abusive, defamatory, obscene, or otherwise objectionable material. Harassment or impersonation of others is strictly prohibited.
2.8.5 Monitoring and Privacy. Masters reserves the right to monitor voicemail messages for compliance with these terms. We will not disclose the content of your voicemail messages to third parties unless required by law or as outlined in our privacy policy.
2.8.6 Modification of Services. We may modify or discontinue the voicemail service at any time without prior notice. We will notify users of significant changes where feasible.
2.8.7 Limitation of Liability. Masters is not liable for any direct, indirect, incidental, or consequential damages resulting from your use of the voicemail services or the inability to access or use them.
3. Sale and Rental of Equipment and Services for POTS Line Equipment. Masters shall provide POTS line replacement equipment and services as selected and identified by Customer and specified on the Order Form.
3.1 POTS Line Replacement:
For POTS Line replacement, Masters Telecom may utilize, resell or rent DataRemote, Ooma or similar equipment and services. For Fire, Alarm, Elevator or Modem lines the Customer agrees to provide the associated monitoring company information on the DataRemote equipment and service plus get approval for it to be used to replace the association POTS line. Detailed information and specifications can be found on the DataRemote website: https://dataremote.com/pots-in-a-box/
The customer also confirms the following:
- All the lines being replaced for a single DataRemote device terminate in a single Telco Room/Demarc.
- There is available power available with surge protection and the power supply is not a GFI outlet.
- There is adequate Verizon Wireless cellular signal where the DateRemote device will be located.
- There is a shelf or location to place or hang the equipment.
For lines that are being used for Fire or Burglary Alarms the customer acknowledges:
- They will have the authorized person on the account available during the installation process to put the alarm in “test mode”.
- There is a possibility with older alarm panels that the DataRemote equipment and service may not work without an upgrade to the alarm panel and/or a technician from the alarm company to be required onsite. Masters Telecom or DataRemote will not be responsible for any costs associated with upgrading equipment or labor costs.
- If a DataRemote device or line is not or stops working with an alarm panel Masters Telecom or DataRemote will not be responsible for any costs associated with “Firewatch”.
Alarm and Elevator Systems: Installation of POTS replacement equipment for alarm and elevator systems may require an on-site visit by the customer’s alarm or elevator service provider. Any associated costs are the sole responsibility of the Customer. Masters Telecom is not responsible for these charges.
3.2 Return of Equipment
Masters Telecom offers a 30-day return policy:
- Returning your merchandise does not automatically terminate your service. To cancel your service, please contact Masters Telecom LLC at: returns@masterstelecom.com
- All merchandise must be in “like new” condition , in original packaging.
- When returning equipment please contact Masters Telecom LLC to receive a return merchandise authorization number (RMA).
- A 30% restocking fee applies to all device returns and all exchanges.
- Shipping cost is non-refundable.
3.3 Services provided with Discounted Equipment
Service Provider occasionally provides discounts on equipment based on certain data plans bundled with that equipment. Equipment must remain active on the initial plan associated with this equipment for 6 months to retain this discount. Any plan changes associated with the equipment will forfeit the discount and Client will be responsible for full manufacturer’s suggested retail price of the equipment.
ALL Cradlepoint Equipment sales are final.
ALL Software licensing sales are final.
3.4 Hardware as a Service (HaaS) Equipment Rental
3.4.1 Scope. In lieu of purchasing POTS line replacement equipment under Section 3.1, Customer may elect to rent equipment from Masters on a Hardware as a Service (“HaaS”) basis, as selected and identified by Customer and specified on the Service Order Form. HaaS equipment is billed as a monthly recurring charge per device and is separate from, and in addition to, the per-line service charges set forth in the Service Order Form.
3.4.2 Term. Each HaaS device carries a twelve (12) month minimum term commencing on the date the device is activated. Following the initial term, the rental continues on a month-to-month basis until terminated by either party upon thirty (30) days written notice.
3.4.3 Charges. The HaaS monthly recurring charge covers Customer’s use of the device together with onsite installation, configuration, maintenance, warranty and replacement for the duration of the rental. A one-time activation, configuration and deployment charge applies per device as set forth in the Service Order Form. The HaaS charge does not include the wireless data plan; each device requires its own carrier activation, which is billed separately.
3.4.4 Early Termination. If Customer terminates a HaaS rental, or the service associated with a HaaS device, prior to completion of the twelve (12) month minimum term, Customer shall pay an installation charge of three hundred dollars ($300) per device in addition to any other amounts then due. With respect to the rented device, this charge is in lieu of and not in addition to the early termination fee described in Section 6.2.
3.4.5 Title and Ownership. Title to all HaaS equipment remains with Masters at all times. The equipment is and shall remain the personal property of Masters notwithstanding any attachment to real property. Customer shall not sell, assign, sublease, pledge, encumber, modify, relabel, or permit any lien to attach to the equipment, and shall not relocate the equipment to a different address without Masters’s prior written consent. Customer shall keep the equipment free of markings other than those applied by Masters or the manufacturer.
3.4.6 Maintenance and Replacement. For the duration of the rental, Masters shall maintain the equipment in working order and shall repair or replace any device that fails under normal use at no additional charge to Customer. Masters may satisfy this obligation by advance replacement, in which case Customer shall return the failed unit within thirty (30) days of receiving the replacement. This obligation does not extend to failures caused by misuse, abuse, neglect, unauthorized modification or repair, relocation without consent, power irregularity, fire, flood, vandalism, theft, or any other cause external to the equipment.
3.4.7 Risk of Loss. Customer bears the risk of loss, theft and damage to HaaS equipment from the time of delivery until the equipment is returned to and received by Masters. In the event of loss, theft, or damage beyond normal wear and tear, Customer shall pay the then-current replacement value of the device as set forth in the Service Order Form or, if not so stated, Masters’s then-current list price for that device.
3.4.8 Return of Rented Equipment. Upon termination or expiration of a HaaS rental for any reason, Customer shall return all rented equipment, including power supplies, antennas, batteries and mounting hardware, to Masters within thirty (30) days. Customer must contact Masters Telecom LLC at returns@masterstelecom.com to receive a return merchandise authorization number (“RMA”) prior to shipment. Equipment must be returned in good working condition, normal wear and tear excepted. Return shipping is at Customer’s expense. If equipment is not returned within thirty (30) days, or is returned damaged beyond normal wear and tear, Customer shall be invoiced the then-current replacement value of each device not returned or returned damaged.
3.4.9 Relationship to Section 3.2. The thirty (30) day return policy, restocking fee and exchange terms set forth in Section 3.2 apply only to equipment purchased by Customer. They do not apply to HaaS equipment, which is governed exclusively by this Section 3.4.
3.4.10 Life Safety. The Customer acknowledgments and confirmations set forth in Section 3.1 relating to fire, alarm, elevator and modem lines apply equally to equipment rented under this Section 3.4. Masters Telecom is not a central station or monitoring service.
3.4.11 Billing Presentment. Where HaaS charges are presented on Customer’s carrier invoice, those charges remain payable in accordance with Section 5 and the applicable carrier billing terms. Nothing in this Section creates any obligation of the carrier with respect to the equipment.
4. E911. Service Provider does not control how emergency 911 calls are answered or handled by any local emergency response center. Service Provider disclaims all liability and responsibility for the actions and conduct of any and all national and local emergency response centers. Service Provider relies entirely upon third parties to route emergency 911 calls to local and national emergency response centers. Service Provider disclaims any and all liability and responsibility resulting from the absence, failure or outage of the emergency 911 services, including without limitation the emergency dialing service or access to emergency service personnel, or in the event such third party data used to route the calls is incorrect or produces an erroneous result. Neither Service Provider nor its officers, directors, members, shareholders, or employees may be held liable for any claim, damage or loss, and Customer hereby waives any and all such claims or causes of action arising from or related to, emergency 911 Services unless such claims arose from Service Provider’s gross negligence, recklessness or willful misconduct. Customer, on its own behalf and on behalf of any third party, hereby agrees to defend, indemnify and hold harmless Service Provider, its officers, directors, members, shareholders, employees and agents from and against any and all claims, losses, damages, fines, penalties, costs and expenses (including attorneys’ fees) relating to the absence, failure or outage of the emergency 911 services, including without limitation the emergency dialing service or access to emergency service personnel. Service Provider is not liable for errors or omissions in any information about Customer in any published directory. Customer agrees to be solely responsible for ensuring the accuracy of any information about Customer in any published directory.
5. Fees.
5.1. Customer shall pay the Service Fees set forth in the Service Order Form, and all applicable taxes and surcharges that may be authorized or required under laws, regulations, or tariffs in connection therewith (collectively, the “Fees”) in accordance with the payment terms set forth in the Service Order Form.
5.2. Federal Universal Services Fee. All SKU’s provided by Masters are bundled. The bundled fee includes all required Federal Universal Service Fund “FUSF” taxes, telecom service, portal access, professional services, support, and administration fees for the service. Masters is responsible for the calculation and payment of the Federal Universal Service Fee on the Telecom services that is included in the bundle fee.
6. Termination.
6.1. Either party may terminate this Agreement in the event the other party (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after the notifying party has given the breaching party written notice specifying such breach; or (b) makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws.
6.2. Either party may terminate a Service Order Form by providing the other party with written notice at least thirty (30) days prior to the requested date of termination. Customer’s termination of a Service Order Form pursuant to this Section shall be subject to the early termination fee set forth in the Service Order Form.
7. Customer Responsibilities. In addition to Customer’s other responsibilities under this Agreement, Customer agrees that anyone using the Services will: (i) not resell the Services to any third party without Masters’s prior written approval; (ii) not use the Services for any illegal purposes and will comply with all federal, state, and local laws, rules, regulations and tariffs that apply to the Services, or this Agreement; (iii) be solely responsible to establish and maintain security measures (including, without limitation, codes, passwords, or other features) necessary to restrict access to Customer’s computers, servers, or other CPE through the Services; (iv) be solely responsible for all fraudulent, unauthorized, illegal, or improper use of the Services by persons accessing those Services through Customer’s facilities, CPE, or Customer Location; and (v) authorize and identify to Masters at least one individual who is authorized to represent Customer on any aspect of the Services and Customer’s account (including all requests for moves, additions, deletions or changes to the Services) (each, an “Authorized Individual”). Customer’s list of Authorized Individuals must be kept current at all times. A change requires the authorization of a currently Authorized Individual for Customer’s account. Updates and authorizations shall be sent to billing@Masterstelecom.com. Customer agrees to notify Masters immediately of any loss of service or other problems with any of the Services. Customer authorizes Masters to obtain billing information and customer service reports with respect to Customer’s telephone numbers, as well as Customer’s credit information.
8. LIMITED WARRANTY. OTHER THAN THE WARRANTIES DEFINED IN THESE TERMS AGREEMENT AND THE SERVICE ORDER FORM, MASTERS DISCLAIMS ALL OTHER EXPRESS WARRANTIES AND ALL WARRANTIES, DUTIES, AND OBLIGATIONS IMPLIED OR IMPOSED BY LAW, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‐INFRINGEMENT, AND ANY WARRANTY FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AMONG OTHERS. CUSTOMER IS SOLELY RESPONSIBLE TO SELECT, USE, AND DETERMINE THE SUITABILITY OF MASTERS SERVICES, AND MASTERS WILL HAVE NO LIABILITY FOR THAT SELECTION, USE, OR SUITABILITY. MASTERS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR‐FREE OR THE FITNESS OF THE SERVICES FOR A PARTICULAR PURPOSE. MASTERS DOES NOT REPRESENT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR PREVENT UNAUTHORIZED ACCESS TO CUSTOMER’S COMPUTERS, NETWORK, SERVERS AND OTHER EQUIPMENT OR TO ANY DATA, INFORMATION, OR FILES ON ANY OF THEM.
9. Masters Intellectual Property. The parties acknowledge and agree that in order for Masters to perform one or more of its obligations in connection with specific services (or any specific parts thereof), Masters may, in some instances, need to utilize certain of Masters’s own proprietary pre-existing code, or technology (“Masters IP”). Such Masters IP shall not be deemed included in the Services provided hereunder, and all rights in and to such Masters IP are and shall remain the sole and exclusive property of Masters.
10. Indemnification.
10.1. Masters Indemnification. Masters shall release, indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by Customer resulting from any third-party claim, suit, action, or proceeding that (i) the Masters IP, Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, or (ii) results from Masters’s gross negligence or willful misconduct; provided that in each instance, Customer promptly notifies Masters in writing of such claim, cooperates with Masters, and allows Masters sole authority to control the defense and settlement of such claim.
10.2. Customer Indemnification. Customer shall release, indemnify, defend, and hold harmless Masters, its affiliates, directors, officers, shareholders, employees, and agents from and against all Claims to the fullest extent permitted by applicable law. “Claims” means claims, judgments, damages, liabilities, settlement payments, losses, costs, expenses, Taxes, and recoveries for any amounts claimed due, including penalties, interest, and reasonable attorneys’ fees and disbursements, under actions (including those based on strict liability, statute, regulation, common law, or other legal theory) relating to (i) the operation, selection, of services (ii) Customer’s failure or refusal to perform Customer’s duties and responsibilities under this Agreement; (iii) Customer’s failure or refusal to comply with any federal, state, or local law; (iv) any inaccuracy in or breach of any of Customer representations or warranties contained in this Agreement; (v) Customer’s use of any Services hereunder that is not in accordance with any applicable restrictions, limitations, or obligations that Masters has communicated in writing to Customer; or (vi) any unauthorized use by Customer of Masters IP or Confidential Information.
11. LIMITATIONS OF LIABILITY.
11.1. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS OF INDEMNIFICATION PURSUANT TO SECTION 9, A BREACH OF THE OBLIGATIONS OF CONFIDENTIALITY UNDER SECTION 12, OR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY CAUSES OF ACTION FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR OTHER SIMILAR TYPE OF DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES BASED UPON LOSS OF DATA, LOSS OF PROFITS, AND/OR LOSS OF BUSINESS, OR LOSS, DAMAGE, OR DESTRUCTION OF ANY PROPERTY, WHETHER CUSTOMER, CUSTOMER’S PERMITTED ASSIGNEE, OR ANY OTHER TRANSFEREE SUFFER THAT LOSS OR DAMAGE, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION AND WHETHER OR NOT SUCH PARTY IS INFORMED, KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, UNLESS SUCH DAMAGES ARE DUE TO THE WILLFUL MISCONDUCT OF MASTERS. EXCEPT WITH RESPECT TO MASTERS’S OBLIGATIONS OF INDEMNIFICATION PURSUANT TO SECTION 1, IN NO EVENT SHALL MASTERS BE LIABLE TO CUSTOMER FOR ANY AMOUNTS IN EXCESS OF AMOUNTS ACTUALLY PAID BY CUSTOMER TO MASTERS PURSUANT TO THIS AGREEMENT. MASTERS IS NOT LIABLE FOR THE CONTENT, ACCURACY, OR QUALITY OF INFORMATION TRANSMITTED THROUGH ITS SERVICES, AND CUSTOMER AGREES TO ASSUME ALL RISK OF TRANSMITTING, RECEIVING, OR USING ANY SUCH CONTENT OR INFORMATION. THE LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION REPRESENT A FUNDAMENTAL TERM OF THIS AGREEMENT AND NEITHER PARTY WOULD HAVE ENTERED INTO THIS AGREEMENT WITHOUT THEIR INCLUSION.
11.2. Notwithstanding any principle, rule, or law to the contrary, no action, proceeding, or arbitration of any kind whatsoever, whether sounding in tort, contract, restitution, equity, or otherwise, shall be brought by Customer against Masters, or its directors, officers, shareholders, agents, or employees, more than one (1) year from the date Customer discovers, or through the exercise of reasonable diligence should have discovered, any cause of action, claim, controversy, or dispute arising out of, under, or in connection with the subject of this Agreement.
12. Force Majeure. Masters will not be in violation of this Agreement or otherwise liable for any delay, failure to perform, or property damage, loss, destruction or malfunction, or any consequence thereof, caused by anything beyond Masters’ reasonable control, including, without limitation, fire, earthquake, flood, weather, acts of God, labor disputes, utility curtailments, power failures, cable cuts, failure caused by telecommunications or other Internet provider(s), worms, Trojan horses, viruses or other destructive code or software, explosions, civil disturbances, pandemics, terrorism, vandalism, governmental actions, or shortages of supplies (collectively, “Events of Force Majeure”).
13. Confidentiality. “Confidential Information” shall include, without limitation, knowledge about business formulas, products, processes, techniques, technology, research, services, trade secrets, inventions, copyrights, patents, patent applications, contracts, marketing materials and strategies, customer lists, customer prospect lists, software programs, financial information, and all concepts, plans, proposals, or information about Masters’ current, future, and proposed business or any of Masters’ customers, whether or not such information would be enforceable as a trade secret. Confidential Information also includes proprietary or confidential information of any third party who may disclose information to Masters in its course of business. Customer will not, without prior written consent from Masters, disclose to any individual or entity any such Confidential Information, and will use such information only as may be reasonably necessary as it pertains to this Agreement. Confidential Information disclosed under this Agreement shall be treated with the same degree of care (provided that such is at least a reasonable degree of care) to avoid disclosure to third parties as Customer would normally use to protect its own confidential or proprietary information. Masters may seek equitable relief (and any other remedies) to enforce this Section 12. For Confidential Information that is a “trade secret” (as defined by applicable law), Customer’s obligations under this Section 12 will continue for the longer of: (i) three (3) years after termination of this Agreement; or (ii) until such information is no longer a trade secret under applicable law. For all other Confidential Information, Customer’s obligations under this Section 12 will continue during the Term and for three (3) years after termination of this Agreement.
14. Maintenance. Masters may perform maintenance that may affect the availability or functionality of all or part of the Services at any time. Any impact on the Services as a result of maintenance will not be deemed a breach of this Agreement and will not entitle Customer to any credit, refund, or right to terminate this Agreement or any affected Service.
15. Default. It is an “Event of Default” if: (a) Customer fails to pay any payment under this Agreement or other amount when due; (b) Customer fails to comply with this Agreement or any related document or other agreement with Masters; (c) a representation or warranty or statement made by Customer in this Agreement or in any other instrument provided by Customer is incorrect in any material respect when made; (d) except as permitted under Section 2, Customer undergoes a change in control; (e) there is, with respect to Customer, an appointment, election, nomination, or other institution of any administrator, examiner, administrative receiver, compulsory manager, trustee, or liquidator of Customer, or Customer makes or seeks an assignment for the benefit of creditors or any arrangement or composition with its creditors, or is or becomes insolvent, dissolves, or assigns its assets for the benefit of its creditors, or commits any act of bankruptcy, or is the subject of a petition or proceeding under any bankruptcy, reorganization, arrangement of debts, insolvency, or receivership law, or Customer seeks to effectuate a bulk sale of its assets, or takes any action with a view to termination of Customer or of its business, and, if any of the foregoing events is not voluntary, it continues for at least 60 days; or (g) a default or event of default occurs under any other agreement entered into between Masters and Customer.
16. Remedies. If an Event of Default occurs and is continuing, whether or not Masters has notified Customer of the occurrence of the Event of Default, subject to any applicable cure periods, Masters may in its absolute discretion exercise any one or more of these remedies: (a) terminate the Agreement and all of Customer’s rights with respect to the Services; (b) proceed by court action to enforce performance by Customer of the Agreement and/or to recover all damages and expenses suffered by Masters as a consequence of any Event of Default; or (e) exercise any other right or remedy available at law or in equity. Customer will also reimburse Masters for all expenses (including legal fees and disbursements and costs and fees of collection agencies) Masters incurs in enforcing its rights, whether under this Agreement or otherwise. The remedies provided in this Agreement are in addition to all other rights or remedies now or hereafter existing under this Agreement, or at law or in equity, and may be enforced concurrently therewith, and from time to time. If Customer fails to make any payment to a third party or to perform any other act required hereunder, Masters may, but need not, make such payment or perform such act at the expense of Customer, reimbursable to Masters on demand, and Masters’s action shall not be deemed a cure or waiver of Customer’s failure.
17. Mutual Representations and Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound; and (d) it is neither a provider of ‘voice service’ as defined by 47 CFR § 64.6300(l) nor a ‘foreign voice service provider,’ as defined by 47 CFR § 64.6300(c).
18. General.
18.1. Modification; Entire Agreement. This Agreement may only be amended by a written document that is signed by Customer and Masters. Handwritten alterations or additions to this Agreement will not be considered binding. This Agreement, including all Service Order Forms, exhibits, schedules, attachments, and riders, all of which are hereby incorporated into and made a part of this Agreement, contains all of the terms and conditions made between the parties with respect to the Services and supersedes all prior agreements, understandings or arrangements, both written and oral.
18.2. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, not to be unreasonably conditioned, withheld or delayed, except that: (i) Masters may assign all or any of its rights and/or obligations hereunder (a) to its parent, affiliates or subsidiaries, (b) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all its assets, or and (ii) Customer may assign Customer’s rights and/or obligations hereunder (a) to Customer’s parent, affiliates or subsidiaries, or (b) pursuant to any merger, acquisition, reorganization, sale or transfer of all or substantially all Customer assets, provided that (1) Customer has fully paid all Charges through the date of assignment; (2) the proposed assignee agrees in writing to be bound by all provisions of this Agreement; and (3) Customer remains obligated to perform under the Agreement.
18.3. Independent Contractor. Masters’s relationship with Customer is that of an independent contractor. Nothing in this Agreement shall be deemed to alter that relationship, nor shall this Agreement be construed to create a joint partnership, joint venture, agency, or employer-employee relationship.
18.4. Waivers. Any party to this Agreement will be considered to have given up or waived its right to require strict performance and compliance of any provision of this Agreement by the other party only when it has signed a written agreement or acknowledgment waiving that strict performance and compliance of such provision in any instance. Any written waiver in any one instance will not apply to any other or later non‐performance or non‐compliance by the other party of such provision or any other provision.
18.5. Governing Law. In any action for injunctive relief or to collect any debt, each party consents to the exclusive jurisdiction of the state and federal courts having jurisdiction in Palm Beach County Florida. This Agreement will be governed by and interpreted in accordance with the laws of the State of Florida, without regard to conflict of laws principles, and is subject to any federal, state, or local tariffs that may apply. If any conflict should arise between the terms of this Agreement and an applicable tariff or addendum, Customer agrees that the terms of the applicable tariff or addendum shall control. To the extent permitted by applicable law, each party expressly waives trial by jury.
18.7. Change in Laws. Customer acknowledges that future rules, tariffs, regulations, orders, treaties or other laws promulgated, enacted, or entered into by international, federal, state or local legislatures, agencies, governments or other regulatory bodies may affect Customer’s or Masters’s respective rights or obligations under this Agreement. If any such future action adversely affects Masters’s rights or obligations under this Agreement, then the parties shall renegotiate this Agreement in good faith to address the effect of such actions. If the parties are unable to reach an agreement, this Agreement shall be terminated without further penalties or fees to Customer.
18.8. Severability. If any court should declare any one provision of this Agreement to be invalid, then the other provisions will remain in effect and the parties will work in good faith to agree to a replacement provision that has the same or similar intent as the original provision. This Agreement is for the sole benefit of Customer and Masters (and its assigns), and no other person.
18.9. Survivability. The provisions of Sections 6-10, 12, and 15-17 of these Terms, and the Service Order Form, as well as any other terms of this Agreement that expressly extend or by their nature should extend beyond termination or expiration of this Agreement, shall survive and continue in full force and effect after any termination or expiration of this Agreement for any reason.
18.10. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, mailed by certified mail, return receipt requested or recognized overnight delivery service to the addresses listed below or to such other address as either party shall designate by giving written notice of such change to the other party. A courtesy copy may also be transmitted via email but only if accompanied by notice as set forth above.
If to the Company:
Masters Telecom, LLC.
1225 NW 17th Ave. Suite 101
Delray Beach, FL 33445
Attention: Douglas Paton
Email: doug.paton@masterstelecom.com
If to the Customer:
To the address set forth in the Service Order Form.
18.11. Headings. The section headings used herein are for reference only and will not impact the interpretation of this Agreement.