Terms and Conditions Governing Quotes and Orders for Services
Terms and Conditions Governing Quotes and Orders for Services
Terms and Conditions Governing Quotes and Orders for Services
1. The pricing and any Terms and Conditions on which Brightspeed has offered to provide Services to Customer are confidential and may not be disclosed to third parties and are non-binding until an Order has been accepted by Brightspeed, in the manner specified in these Terms and Conditions (T&Cs). Brightspeed reserves the right to update and modify its T&Cs from time to time, provided however, the T&Cs that are in effect as of the date an Order is placed by Customer shall be applicable to such Order.
2. "Brightspeed" is defined as Brightspeed Broadband, LLC, or its affiliated entities providing the Services. The Brightspeed entity providing Services is identified on the invoice for the Services. Brightspeed is not liable for services procured by Customer directly from third parties.
3. Customer places an Order by either (i) clicking the “Accept”, “Acknowledge” or equivalent option(s) for signifying agreement to the Order and the T&Cs and any required acknowledgments which are included within or linked from an electronic communication received from Brightspeed or at Brightspeed’s website, (ii) signing (including electronically or digitally) the Order and returning it to Brightspeed or (iii) otherwise signifying (in a manner acceptable to Brightspeed) their submittal of, and agreement to an Order including the T&Cs and any required acknowledgements.
4. If an Agreement entered into between Customer and Brightspeed includes pricing schedules, the Agreement may include specific time limitations on the availability of such pricing. Unless otherwise specified in an Agreement or a Quote received from Brightspeed, pricing is valid for ninety (90) calendar days from the date of a Quote that has not yet been placed as an Order, subject to the paragraphs below. If the Customer doesn’t place an Order for Services within the applicable timeframe, the Quote and/or the applicable pricing expires.
5. Any construction costs reflected on a Quote are an estimate only and are subject to the terms of the paragraphs below.
6. Brightspeed will notify Customer of acceptance of an Order by delivering (in writing or electronically) the date by which Brightspeed will install and/or activate Service (the “Customer Commit Date”), by delivering the Service, or by the manner described in a Service Schedule. Customer will pay Brightspeed’s standard expedite charges if Customer requests a delivery date inside Brightspeed's standard interval duration. Provisioning intervals will be adjusted and the “Customer Commit Date” may be adjusted as necessary to reflect any applicable notices and confirmations under the T&Cs.
7. Prior to completion of installation: Brightspeed may notify Customer in writing (including by e-mail) of additional charges due to:
(A) notices of additional charges received by Brightspeed from off-net vendors subsequent to the preparation of the Quote. Customer has eight (8) business days following such notice to confirm in writing its acceptance of the additional costs; or otherwise, Customer is deemed to have cancelled the Order without additional termination charges; or
(B) special construction costs which are determined to be necessary (e.g., as a result of a facilities check, site survey or during the course of construction). Customer has ninety (90) calendar days following such notice to confirm in writing its acceptance of the additional costs. If Customer notifies Brightspeed that the additional costs are not approved or if Customer does not affirmatively provide approval for such additional costs, the Order is deemed cancelled without any termination charges. Brightspeed will not commence or continue any engineering or construction related to the additional costs specified in the notification unless and until Customer executes and delivers to Brightspeed a separate Special Construction Form (SCF) or other confirmation of Customer’s acceptance of the additional special construction costs (e.g., by submittal of a revised Order which is accepted by Brightspeed). Brightspeed reserves the right to require payment for the additional cost, or a portion thereof, in advance of construction.
(C) After notice of additional costs is given pursuant to this Section, if costs continue to increase during the period before Customer provides confirmation of its acceptance, Brightspeed may again notify Customer of such increases, in which event the process outlined in this Section shall repeat with respect to such cost increase(s). Brightspeed must notify Customer of any new increases not later than seven (7) calendar days after receipt of Customer’s confirmation of acceptance of costs specified in a prior notice. If Customer notifies Brightspeed that the additional costs are not approved or if Customer does not affirmatively provide approval for such additional costs, the Order is deemed cancelled without any termination charges.
8. Brightspeed will deliver directly or through a third party vendor a written or electronic communication advising Customer that the Service has been installed and/or activated (a “Connection Notice”), at which time billing will commence, provided however, if Brightspeed cannot complete installation or activation due to Customer delay or inaction, Brightspeed may begin charging Customer and Customer will pay such charges in the absence of a cancellation. If Customer notifies Brightspeed within five (5) business days after delivery of the Connection Notice that Service is not functioning properly, Brightspeed will correct any deficiencies and, upon Customer’s request, credit Customer’s account in the amount of 1/30 of the applicable monthly recurring charge (MRC) for each day the Service did not function properly. Such credits shall apply in lieu of any credits that would otherwise apply under an applicable Service Level Agreement (SLA) for the affected Service. A “deficiency” in the Service will be deemed to exist for purposes of requiring correction under this paragraph if Customer would otherwise be entitled to credits under the applicable SLA if the Service had previously been functioning properly. Following expiration of the notice period specified in this paragraph and correction of deficiencies (if any) identified by Customer, subsequent non-performance, outages, failures to deliver or defects in Service will be governed by the SLA, if any, applicable to the affected Service, which shall be Customer's sole remedies for the items covered by the SLA.
9. At the expiration of the Service Term, unless otherwise specified in the applicable Service Attachment, Service will continue month-to-month at the rates reflected on the Order, subject to adjustment by Brightspeed on thirty (30) days’ advance written notice, until either Party provides thirty (30) days advance written notice of termination.
10. If a generic demarcation point (such as a street address) is provided, the demarcation point for On-Net Services will be Brightspeed’s Minimum Point of Entry (MPOE) at such location (as determined by Brightspeed).
11. Equipment provided by Brightspeed to be located in Customer’s premises (“CPE”) is subject to the terms of the CPE Addendum. A copy of the CPE Addendum and a list of Services to which it applies is available upon request, and Customer acknowledges its acceptance of such terms based upon review or waiver of the right to request same.
12. Charges shown on an Order are exclusive of Taxes and Fees. Customer is responsible for all taxes and fees, in accordance with the Governing Documents specified herein. If Customer presents Brightspeed with a valid exemption certificate that eliminates Brightspeed’s obligation to pay certain Taxes and Fees, the exemption will apply prospectively.
13. All transport Services ordered from Brightspeed will be treated as interstate for regulatory purposes by default. Customer may certify transport Service as being intrastate (for regulatory purposes only) in a format as required by Brightspeed, but only where the transport Services are sold on a stand-alone basis, the end points for the Service are located in the same state and neither end point is a Brightspeed provided port with access to the Internet ("Intrastate Services"). Where Customer requests that Services be designated as Intrastate Services, Customer certifies to Brightspeed that not more than ten percent (10%) of Customer's traffic utilizing the Intrastate Services will be originated or terminated outside of the state in which the Intrastate Services are provided. Such election will apply prospectively only and will apply to all Intrastate Services stated in an Order.
14. Governing Documents. As used herein, the term “Governing Documents” refers to these Terms and Conditions and any additional terms and conditions described in this Section.
(A) If the Parties have executed a Master Service Agreement (MSA), then in addition to the terms and provisions of the other Governing Documents (if any), the Services will be governed by the MSA. If the MSA does not include the Service Schedule(s) applicable to the Service(s) reflected in the Order, then Brightspeed’s current standard Service Schedule applicable to the Services will apply, copies of which are available upon request and Customer acknowledges its acceptance of such standard terms based upon review or waiver of the right to request same. If Brightspeed and Customer have not executed an MSA, Brightspeed's current standard Master Service Agreement and the standard Service Schedule(s) which are applicable to the Service(s) will govern, copies of which are available upon request and Customer acknowledges its acceptance of such standard terms based upon its review or waiver of the right to request same. In the event of a conflict between the MSA and the other Governing Documents (if any), the terms of the MSA shall apply.
(B) The Order and the Governing Documents control over any Customer-issued purchase order, and any terms or conditions contained in a Customer-issued purchase order or other Customer ordering document will have no force or effect; any reference to a Customer-issued purchase order number is for Customer’s internal tracking purposes only.
(C) For Orders submitted using an electronic portal or platform made available by Brightspeed for such purposes, the Order will be provisioned and billed based on the options, information (e.g., service locations) and inputs selected and/or submitted by Customer. Certain special or customized rates, pricing, or other terms may sometimes be designated by an applicable code (e.g., a PNUM). For Customer to receive such customized rates, pricing or other terms represented by such code(s), the Customer must be authorized by Brightspeed to do so and must enter the applicable code(s) within the electronic portal or platform, and if a valid code is not properly specified within the Order submission, the Service will be charged at the standard rates and terms that would otherwise apply in the absence of the code(s). Brightspeed reserves the right to substitute updated ordering codes by giving written notice to Customer.
(D) If Customer submits a change order or uses an online portal provided by Brightspeed or its vendor(s) to subsequently add to or adjust the quantity of items or features reflected in an Order (e.g., the quantity of “seats” for Brightspeed Voice+ with RingCentral or the speed of a fiber circuit), Customer agrees that the Service, as supplemented or modified, will be subject to the Governing Documents to the same extent as if such adjusted quantity of items or features had been reflected in the original Order and Customer’s submittal of an Order shall constitute Customer’s agreement to be bound to such Governing Document with respect to the adjusted quantity and/or features.
(E) For Services that are subject to a tariff or Interstate Service Guide (ISG), the terms of the tariff or ISG, as the case may be, are incorporated by reference and shall apply in addition to any other applicable Governing Documents. Any applicable tariffs and ISGs are on file with the respective federal and/or state regulatory commissions and are also available through the Brightspeed website. Such tariffs and ISGs may be modified from time to time in accordance with applicable laws. In the event of a conflict between an applicable Tariff or ISG and the other Governing Documents, the terms of the other Governing Documents will apply.
(F) FOR ANY ORDER THAT INCLUDES BRIGHTSPEED VOICE+ WITH RINGCENTRAL SERVICE, THE CUSTOMER ACKNOWLEDGES THAT BRIGHTSPEED IS SELLING SERVICES THAT ARE PROVIDED BY A THIRD PARTY VENDOR, RINGCENTRAL, THAT HAS ENTERED INTO AGREEMENT WITH BRIGHTSPEED AUTHORIZING SUCH SALES. CUSOMER AGREES TO THE FOLLOWING TERMS AND PROVISIONS AS A CONDITION TO THEIR ORDERING AND USE OF THE BRIGHTSPEED VOICE+ WITH RINGCENTRAL SERVICE:
(i) BY INSTALLING, DOWNLOADING OR USING THE RINGCENTRAL SOFTWARE, OR AUTHORIZING OTHERS TO DO SO, CUSTOMER AGREES TO THE RINGCENTRAL END USER LICENSE AGREEMENT (EULA) THAT IS POSTED ONLINE BY RINGCENTRAL AT https://www.ringcentral.com/legal/last-update-september-1-2023/eulatos.html (OTHER THAN PROVISIONS THEREIN RELATING TO THE TERM OF THE AGREEMENT, RENEWALS, ORDERING BILLING, INVOICING, PAYMENT, OR TAXES OWED FROM THE CUSTOMER, OR CUSTOMER CARE WHICH ARE GOVERNED BY THE CUSTOMER’S AGREEMENT WITH BRIGHTSPEED), AND FOR SUCH PURPOSES THE CUSTOMER AGREEMENT WILL STIPULATE THAT CUSTOMER’S EXECUTION OF THE CUSTOMER AGREEMENT WILL BE DEEMED TO ALSO CONSTITUTE AGREEMENT TO THE EULA.
(ii) CUSTOMER AGREES AND THAT SUCH EULA CREATES A BINDING CONTRACT BETWEEN CUSTOMER AND RINGCENTRAL, INC. OR THE APPLICABLE RINGCENTRAL AFFILIATE, AND THAT RINGCENTRAL MAY ENFORCE THE EULA DIRECTLY AGAINST CUSTOMER, WHICH ENFORCEMENT MAY INCLUDE TERMINATION OR SUSPENSION OF CUSTOMER’S ACCOUNT AT RINGCENTRALS’S SOLE DISCRETION. UNDER THE EULA, RINGCENTRAL MAY HAVE THE RIGHT TO AMEND THE EULA, AND THE EULA SETS FORTH THE RIGHTS AND OBLIGATIONS OF RINGCENTRAL AND CUSTOMER WITH RESPECT TO SUCH AMENDMENTS.
(iii) The use of RingCentral software by Customer may require Customer to accept RingCentral terms, including an updated or revised EULA, by clicking a link or an option within a software application or online (the “Click-Through Terms”) and Customer agrees that the Click-Through Terms will take precedence if there are any differences between the Click-Through Terms and the EULA as if such update had been made to the RingCentral EULA and the Customer’s right of termination under the RingCentral EULA shall apply as a result of amendments thereto, the time periods therein commence from the date the Click-Through Terms were accepted by clicking a link or an option within a software application or online.
(iv) Customer agrees that RingCentral may communicate directly with Customer for purposes of enforcement of the EULA, and that if Brightspeed becomes aware that Customer or its end users has violated or is reasonably suspected of violating the EULA, Brightspeed may notify RingCentral of such circumstances. Customer authorizes Brightspeed to provide RingCentral with a copy of any Order signed by Customer, if needed to verify Customer’s agreement to the EULA and related rights and obligations of the Parties and RingCentral.
(G) If any applicable Governing Documents do not contain a limitation of the following types of damages, then the following clause shall apply: Neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement service, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under the Order.
1. The pricing and any Terms and Conditions on which Brightspeed has offered to provide Services to Customer are confidential and may not be disclosed to third parties and are non-binding until an Order has been accepted by Brightspeed, in the manner specified in these Terms and Conditions (T&Cs). Brightspeed reserves the right to update and modify its T&Cs from time to time, provided however, the T&Cs that are in effect as of the date an Order is placed by Customer shall be applicable to such Order.
2. "Brightspeed" is defined as Brightspeed Broadband, LLC, or its affiliated entities providing the Services. The Brightspeed entity providing Services is identified on the invoice for the Services. Brightspeed is not liable for services procured by Customer directly from third parties.
3. Customer places an Order by either (i) clicking the “Accept”, “Acknowledge” or equivalent option(s) for signifying agreement to the Order and the T&Cs and any required acknowledgments which are included within or linked from an electronic communication received from Brightspeed or at Brightspeed’s website, (ii) signing (including electronically or digitally) the Order and returning it to Brightspeed or (iii) otherwise signifying (in a manner acceptable to Brightspeed) their submittal of, and agreement to an Order including the T&Cs and any required acknowledgements.
4. If an Agreement entered into between Customer and Brightspeed includes pricing schedules, the Agreement may include specific time limitations on the availability of such pricing. Unless otherwise specified in an Agreement or a Quote received from Brightspeed, pricing is valid for ninety (90) calendar days from the date of a Quote that has not yet been placed as an Order, subject to the paragraphs below. If the Customer doesn’t place an Order for Services within the applicable timeframe, the Quote and/or the applicable pricing expires.
5. Any construction costs reflected on a Quote are an estimate only and are subject to the terms of the paragraphs below.
6. Brightspeed will notify Customer of acceptance of an Order by delivering (in writing or electronically) the date by which Brightspeed will install and/or activate Service (the “Customer Commit Date”), by delivering the Service, or by the manner described in a Service Schedule. Customer will pay Brightspeed’s standard expedite charges if Customer requests a delivery date inside Brightspeed's standard interval duration. Provisioning intervals will be adjusted and the “Customer Commit Date” may be adjusted as necessary to reflect any applicable notices and confirmations under the T&Cs.
7. Prior to completion of installation: Brightspeed may notify Customer in writing (including by e-mail) of additional charges due to:
(A) notices of additional charges received by Brightspeed from off-net vendors subsequent to the preparation of the Quote. Customer has eight (8) business days following such notice to confirm in writing its acceptance of the additional costs; or otherwise, Customer is deemed to have cancelled the Order without additional termination charges; or
(B) special construction costs which are determined to be necessary (e.g., as a result of a facilities check, site survey or during the course of construction). Customer has ninety (90) calendar days following such notice to confirm in writing its acceptance of the additional costs. If Customer notifies Brightspeed that the additional costs are not approved or if Customer does not affirmatively provide approval for such additional costs, the Order is deemed cancelled without any termination charges. Brightspeed will not commence or continue any engineering or construction related to the additional costs specified in the notification unless and until Customer executes and delivers to Brightspeed a separate Special Construction Form (SCF) or other confirmation of Customer’s acceptance of the additional special construction costs (e.g., by submittal of a revised Order which is accepted by Brightspeed). Brightspeed reserves the right to require payment for the additional cost, or a portion thereof, in advance of construction.
(C) After notice of additional costs is given pursuant to this Section, if costs continue to increase during the period before Customer provides confirmation of its acceptance, Brightspeed may again notify Customer of such increases, in which event the process outlined in this Section shall repeat with respect to such cost increase(s). Brightspeed must notify Customer of any new increases not later than seven (7) calendar days after receipt of Customer’s confirmation of acceptance of costs specified in a prior notice. If Customer notifies Brightspeed that the additional costs are not approved or if Customer does not affirmatively provide approval for such additional costs, the Order is deemed cancelled without any termination charges.
8. Brightspeed will deliver directly or through a third party vendor a written or electronic communication advising Customer that the Service has been installed and/or activated (a “Connection Notice”), at which time billing will commence, provided however, if Brightspeed cannot complete installation or activation due to Customer delay or inaction, Brightspeed may begin charging Customer and Customer will pay such charges in the absence of a cancellation. If Customer notifies Brightspeed within five (5) business days after delivery of the Connection Notice that Service is not functioning properly, Brightspeed will correct any deficiencies and, upon Customer’s request, credit Customer’s account in the amount of 1/30 of the applicable monthly recurring charge (MRC) for each day the Service did not function properly. Such credits shall apply in lieu of any credits that would otherwise apply under an applicable Service Level Agreement (SLA) for the affected Service. A “deficiency” in the Service will be deemed to exist for purposes of requiring correction under this paragraph if Customer would otherwise be entitled to credits under the applicable SLA if the Service had previously been functioning properly. Following expiration of the notice period specified in this paragraph and correction of deficiencies (if any) identified by Customer, subsequent non-performance, outages, failures to deliver or defects in Service will be governed by the SLA, if any, applicable to the affected Service, which shall be Customer's sole remedies for the items covered by the SLA.
9. At the expiration of the Service Term, unless otherwise specified in the applicable Service Attachment, Service will continue month-to-month at the rates reflected on the Order, subject to adjustment by Brightspeed on thirty (30) days’ advance written notice, until either Party provides thirty (30) days advance written notice of termination.
10. If a generic demarcation point (such as a street address) is provided, the demarcation point for On-Net Services will be Brightspeed’s Minimum Point of Entry (MPOE) at such location (as determined by Brightspeed).
11. Equipment provided by Brightspeed to be located in Customer’s premises (“CPE”) is subject to the terms of the CPE Addendum. A copy of the CPE Addendum and a list of Services to which it applies is available upon request, and Customer acknowledges its acceptance of such terms based upon review or waiver of the right to request same.
12. Charges shown on an Order are exclusive of Taxes and Fees. Customer is responsible for all taxes and fees, in accordance with the Governing Documents specified herein. If Customer presents Brightspeed with a valid exemption certificate that eliminates Brightspeed’s obligation to pay certain Taxes and Fees, the exemption will apply prospectively.
13. All transport Services ordered from Brightspeed will be treated as interstate for regulatory purposes by default. Customer may certify transport Service as being intrastate (for regulatory purposes only) in a format as required by Brightspeed, but only where the transport Services are sold on a stand-alone basis, the end points for the Service are located in the same state and neither end point is a Brightspeed provided port with access to the Internet ("Intrastate Services"). Where Customer requests that Services be designated as Intrastate Services, Customer certifies to Brightspeed that not more than ten percent (10%) of Customer's traffic utilizing the Intrastate Services will be originated or terminated outside of the state in which the Intrastate Services are provided. Such election will apply prospectively only and will apply to all Intrastate Services stated in an Order.
14. Governing Documents. As used herein, the term “Governing Documents” refers to these Terms and Conditions and any additional terms and conditions described in this Section.
(A) If the Parties have executed a Master Service Agreement (MSA), then in addition to the terms and provisions of the other Governing Documents (if any), the Services will be governed by the MSA. If the MSA does not include the Service Schedule(s) applicable to the Service(s) reflected in the Order, then Brightspeed’s current standard Service Schedule applicable to the Services will apply, copies of which are available upon request and Customer acknowledges its acceptance of such standard terms based upon review or waiver of the right to request same. If Brightspeed and Customer have not executed an MSA, Brightspeed's current standard Master Service Agreement and the standard Service Schedule(s) which are applicable to the Service(s) will govern, copies of which are available upon request and Customer acknowledges its acceptance of such standard terms based upon its review or waiver of the right to request same. In the event of a conflict between the MSA and the other Governing Documents (if any), the terms of the MSA shall apply.
(B) The Order and the Governing Documents control over any Customer-issued purchase order, and any terms or conditions contained in a Customer-issued purchase order or other Customer ordering document will have no force or effect; any reference to a Customer-issued purchase order number is for Customer’s internal tracking purposes only.
(C) For Orders submitted using an electronic portal or platform made available by Brightspeed for such purposes, the Order will be provisioned and billed based on the options, information (e.g., service locations) and inputs selected and/or submitted by Customer. Certain special or customized rates, pricing, or other terms may sometimes be designated by an applicable code (e.g., a PNUM). For Customer to receive such customized rates, pricing or other terms represented by such code(s), the Customer must be authorized by Brightspeed to do so and must enter the applicable code(s) within the electronic portal or platform, and if a valid code is not properly specified within the Order submission, the Service will be charged at the standard rates and terms that would otherwise apply in the absence of the code(s). Brightspeed reserves the right to substitute updated ordering codes by giving written notice to Customer.
(D) If Customer submits a change order or uses an online portal provided by Brightspeed or its vendor(s) to subsequently add to or adjust the quantity of items or features reflected in an Order (e.g., the quantity of “seats” for Brightspeed Voice+ with RingCentral or the speed of a fiber circuit), Customer agrees that the Service, as supplemented or modified, will be subject to the Governing Documents to the same extent as if such adjusted quantity of items or features had been reflected in the original Order and Customer’s submittal of an Order shall constitute Customer’s agreement to be bound to such Governing Document with respect to the adjusted quantity and/or features.
(E) For Services that are subject to a tariff or Interstate Service Guide (ISG), the terms of the tariff or ISG, as the case may be, are incorporated by reference and shall apply in addition to any other applicable Governing Documents. Any applicable tariffs and ISGs are on file with the respective federal and/or state regulatory commissions and are also available through the Brightspeed website. Such tariffs and ISGs may be modified from time to time in accordance with applicable laws. In the event of a conflict between an applicable Tariff or ISG and the other Governing Documents, the terms of the other Governing Documents will apply.
(F) FOR ANY ORDER THAT INCLUDES BRIGHTSPEED VOICE+ WITH RINGCENTRAL SERVICE, THE CUSTOMER ACKNOWLEDGES THAT BRIGHTSPEED IS SELLING SERVICES THAT ARE PROVIDED BY A THIRD PARTY VENDOR, RINGCENTRAL, THAT HAS ENTERED INTO AGREEMENT WITH BRIGHTSPEED AUTHORIZING SUCH SALES. CUSOMER AGREES TO THE FOLLOWING TERMS AND PROVISIONS AS A CONDITION TO THEIR ORDERING AND USE OF THE BRIGHTSPEED VOICE+ WITH RINGCENTRAL SERVICE:
(i) BY INSTALLING, DOWNLOADING OR USING THE RINGCENTRAL SOFTWARE, OR AUTHORIZING OTHERS TO DO SO, CUSTOMER AGREES TO THE RINGCENTRAL END USER LICENSE AGREEMENT (EULA) THAT IS POSTED ONLINE BY RINGCENTRAL AT https://www.ringcentral.com/legal/last-update-september-1-2023/eulatos.html (OTHER THAN PROVISIONS THEREIN RELATING TO THE TERM OF THE AGREEMENT, RENEWALS, ORDERING BILLING, INVOICING, PAYMENT, OR TAXES OWED FROM THE CUSTOMER, OR CUSTOMER CARE WHICH ARE GOVERNED BY THE CUSTOMER’S AGREEMENT WITH BRIGHTSPEED), AND FOR SUCH PURPOSES THE CUSTOMER AGREEMENT WILL STIPULATE THAT CUSTOMER’S EXECUTION OF THE CUSTOMER AGREEMENT WILL BE DEEMED TO ALSO CONSTITUTE AGREEMENT TO THE EULA.
(ii) CUSTOMER AGREES AND THAT SUCH EULA CREATES A BINDING CONTRACT BETWEEN CUSTOMER AND RINGCENTRAL, INC. OR THE APPLICABLE RINGCENTRAL AFFILIATE, AND THAT RINGCENTRAL MAY ENFORCE THE EULA DIRECTLY AGAINST CUSTOMER, WHICH ENFORCEMENT MAY INCLUDE TERMINATION OR SUSPENSION OF CUSTOMER’S ACCOUNT AT RINGCENTRALS’S SOLE DISCRETION. UNDER THE EULA, RINGCENTRAL MAY HAVE THE RIGHT TO AMEND THE EULA, AND THE EULA SETS FORTH THE RIGHTS AND OBLIGATIONS OF RINGCENTRAL AND CUSTOMER WITH RESPECT TO SUCH AMENDMENTS.
(iii) The use of RingCentral software by Customer may require Customer to accept RingCentral terms, including an updated or revised EULA, by clicking a link or an option within a software application or online (the “Click-Through Terms”) and Customer agrees that the Click-Through Terms will take precedence if there are any differences between the Click-Through Terms and the EULA as if such update had been made to the RingCentral EULA and the Customer’s right of termination under the RingCentral EULA shall apply as a result of amendments thereto, the time periods therein commence from the date the Click-Through Terms were accepted by clicking a link or an option within a software application or online.
(iv) Customer agrees that RingCentral may communicate directly with Customer for purposes of enforcement of the EULA, and that if Brightspeed becomes aware that Customer or its end users has violated or is reasonably suspected of violating the EULA, Brightspeed may notify RingCentral of such circumstances. Customer authorizes Brightspeed to provide RingCentral with a copy of any Order signed by Customer, if needed to verify Customer’s agreement to the EULA and related rights and obligations of the Parties and RingCentral.
(G) If any applicable Governing Documents do not contain a limitation of the following types of damages, then the following clause shall apply: Neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement service, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under the Order.
1. The pricing and any Terms and Conditions on which Brightspeed has offered to provide Services to Customer are confidential and may not be disclosed to third parties and are non-binding until an Order has been accepted by Brightspeed, in the manner specified in these Terms and Conditions (T&Cs). Brightspeed reserves the right to update and modify its T&Cs from time to time, provided however, the T&Cs that are in effect as of the date an Order is placed by Customer shall be applicable to such Order.
2. "Brightspeed" is defined as Brightspeed Broadband, LLC, or its affiliated entities providing the Services. The Brightspeed entity providing Services is identified on the invoice for the Services. Brightspeed is not liable for services procured by Customer directly from third parties.
3. Customer places an Order by either (i) clicking the “Accept”, “Acknowledge” or equivalent option(s) for signifying agreement to the Order and the T&Cs and any required acknowledgments which are included within or linked from an electronic communication received from Brightspeed or at Brightspeed’s website, (ii) signing (including electronically or digitally) the Order and returning it to Brightspeed or (iii) otherwise signifying (in a manner acceptable to Brightspeed) their submittal of, and agreement to an Order including the T&Cs and any required acknowledgements.
4. If an Agreement entered into between Customer and Brightspeed includes pricing schedules, the Agreement may include specific time limitations on the availability of such pricing. Unless otherwise specified in an Agreement or a Quote received from Brightspeed, pricing is valid for ninety (90) calendar days from the date of a Quote that has not yet been placed as an Order, subject to the paragraphs below. If the Customer doesn’t place an Order for Services within the applicable timeframe, the Quote and/or the applicable pricing expires.
5. Any construction costs reflected on a Quote are an estimate only and are subject to the terms of the paragraphs below.
6. Brightspeed will notify Customer of acceptance of an Order by delivering (in writing or electronically) the date by which Brightspeed will install and/or activate Service (the “Customer Commit Date”), by delivering the Service, or by the manner described in a Service Schedule. Customer will pay Brightspeed’s standard expedite charges if Customer requests a delivery date inside Brightspeed's standard interval duration. Provisioning intervals will be adjusted and the “Customer Commit Date” may be adjusted as necessary to reflect any applicable notices and confirmations under the T&Cs.
7. Prior to completion of installation: Brightspeed may notify Customer in writing (including by e-mail) of additional charges due to:
(A) notices of additional charges received by Brightspeed from off-net vendors subsequent to the preparation of the Quote. Customer has eight (8) business days following such notice to confirm in writing its acceptance of the additional costs; or otherwise, Customer is deemed to have cancelled the Order without additional termination charges; or
(B) special construction costs which are determined to be necessary (e.g., as a result of a facilities check, site survey or during the course of construction). Customer has ninety (90) calendar days following such notice to confirm in writing its acceptance of the additional costs. If Customer notifies Brightspeed that the additional costs are not approved or if Customer does not affirmatively provide approval for such additional costs, the Order is deemed cancelled without any termination charges. Brightspeed will not commence or continue any engineering or construction related to the additional costs specified in the notification unless and until Customer executes and delivers to Brightspeed a separate Special Construction Form (SCF) or other confirmation of Customer’s acceptance of the additional special construction costs (e.g., by submittal of a revised Order which is accepted by Brightspeed). Brightspeed reserves the right to require payment for the additional cost, or a portion thereof, in advance of construction.
(C) After notice of additional costs is given pursuant to this Section, if costs continue to increase during the period before Customer provides confirmation of its acceptance, Brightspeed may again notify Customer of such increases, in which event the process outlined in this Section shall repeat with respect to such cost increase(s). Brightspeed must notify Customer of any new increases not later than seven (7) calendar days after receipt of Customer’s confirmation of acceptance of costs specified in a prior notice. If Customer notifies Brightspeed that the additional costs are not approved or if Customer does not affirmatively provide approval for such additional costs, the Order is deemed cancelled without any termination charges.
8. Brightspeed will deliver directly or through a third party vendor a written or electronic communication advising Customer that the Service has been installed and/or activated (a “Connection Notice”), at which time billing will commence, provided however, if Brightspeed cannot complete installation or activation due to Customer delay or inaction, Brightspeed may begin charging Customer and Customer will pay such charges in the absence of a cancellation. If Customer notifies Brightspeed within five (5) business days after delivery of the Connection Notice that Service is not functioning properly, Brightspeed will correct any deficiencies and, upon Customer’s request, credit Customer’s account in the amount of 1/30 of the applicable monthly recurring charge (MRC) for each day the Service did not function properly. Such credits shall apply in lieu of any credits that would otherwise apply under an applicable Service Level Agreement (SLA) for the affected Service. A “deficiency” in the Service will be deemed to exist for purposes of requiring correction under this paragraph if Customer would otherwise be entitled to credits under the applicable SLA if the Service had previously been functioning properly. Following expiration of the notice period specified in this paragraph and correction of deficiencies (if any) identified by Customer, subsequent non-performance, outages, failures to deliver or defects in Service will be governed by the SLA, if any, applicable to the affected Service, which shall be Customer's sole remedies for the items covered by the SLA.
9. At the expiration of the Service Term, unless otherwise specified in the applicable Service Attachment, Service will continue month-to-month at the rates reflected on the Order, subject to adjustment by Brightspeed on thirty (30) days’ advance written notice, until either Party provides thirty (30) days advance written notice of termination.
10. If a generic demarcation point (such as a street address) is provided, the demarcation point for On-Net Services will be Brightspeed’s Minimum Point of Entry (MPOE) at such location (as determined by Brightspeed).
11. Equipment provided by Brightspeed to be located in Customer’s premises (“CPE”) is subject to the terms of the CPE Addendum. A copy of the CPE Addendum and a list of Services to which it applies is available upon request, and Customer acknowledges its acceptance of such terms based upon review or waiver of the right to request same.
12. Charges shown on an Order are exclusive of Taxes and Fees. Customer is responsible for all taxes and fees, in accordance with the Governing Documents specified herein. If Customer presents Brightspeed with a valid exemption certificate that eliminates Brightspeed’s obligation to pay certain Taxes and Fees, the exemption will apply prospectively.
13. All transport Services ordered from Brightspeed will be treated as interstate for regulatory purposes by default. Customer may certify transport Service as being intrastate (for regulatory purposes only) in a format as required by Brightspeed, but only where the transport Services are sold on a stand-alone basis, the end points for the Service are located in the same state and neither end point is a Brightspeed provided port with access to the Internet ("Intrastate Services"). Where Customer requests that Services be designated as Intrastate Services, Customer certifies to Brightspeed that not more than ten percent (10%) of Customer's traffic utilizing the Intrastate Services will be originated or terminated outside of the state in which the Intrastate Services are provided. Such election will apply prospectively only and will apply to all Intrastate Services stated in an Order.
14. Governing Documents. As used herein, the term “Governing Documents” refers to these Terms and Conditions and any additional terms and conditions described in this Section.
(A) If the Parties have executed a Master Service Agreement (MSA), then in addition to the terms and provisions of the other Governing Documents (if any), the Services will be governed by the MSA. If the MSA does not include the Service Schedule(s) applicable to the Service(s) reflected in the Order, then Brightspeed’s current standard Service Schedule applicable to the Services will apply, copies of which are available upon request and Customer acknowledges its acceptance of such standard terms based upon review or waiver of the right to request same. If Brightspeed and Customer have not executed an MSA, Brightspeed's current standard Master Service Agreement and the standard Service Schedule(s) which are applicable to the Service(s) will govern, copies of which are available upon request and Customer acknowledges its acceptance of such standard terms based upon its review or waiver of the right to request same. In the event of a conflict between the MSA and the other Governing Documents (if any), the terms of the MSA shall apply.
(B) The Order and the Governing Documents control over any Customer-issued purchase order, and any terms or conditions contained in a Customer-issued purchase order or other Customer ordering document will have no force or effect; any reference to a Customer-issued purchase order number is for Customer’s internal tracking purposes only.
(C) For Orders submitted using an electronic portal or platform made available by Brightspeed for such purposes, the Order will be provisioned and billed based on the options, information (e.g., service locations) and inputs selected and/or submitted by Customer. Certain special or customized rates, pricing, or other terms may sometimes be designated by an applicable code (e.g., a PNUM). For Customer to receive such customized rates, pricing or other terms represented by such code(s), the Customer must be authorized by Brightspeed to do so and must enter the applicable code(s) within the electronic portal or platform, and if a valid code is not properly specified within the Order submission, the Service will be charged at the standard rates and terms that would otherwise apply in the absence of the code(s). Brightspeed reserves the right to substitute updated ordering codes by giving written notice to Customer.
(D) If Customer submits a change order or uses an online portal provided by Brightspeed or its vendor(s) to subsequently add to or adjust the quantity of items or features reflected in an Order (e.g., the quantity of “seats” for Brightspeed Voice+ with RingCentral or the speed of a fiber circuit), Customer agrees that the Service, as supplemented or modified, will be subject to the Governing Documents to the same extent as if such adjusted quantity of items or features had been reflected in the original Order and Customer’s submittal of an Order shall constitute Customer’s agreement to be bound to such Governing Document with respect to the adjusted quantity and/or features.
(E) For Services that are subject to a tariff or Interstate Service Guide (ISG), the terms of the tariff or ISG, as the case may be, are incorporated by reference and shall apply in addition to any other applicable Governing Documents. Any applicable tariffs and ISGs are on file with the respective federal and/or state regulatory commissions and are also available through the Brightspeed website. Such tariffs and ISGs may be modified from time to time in accordance with applicable laws. In the event of a conflict between an applicable Tariff or ISG and the other Governing Documents, the terms of the other Governing Documents will apply.
(F) FOR ANY ORDER THAT INCLUDES BRIGHTSPEED VOICE+ WITH RINGCENTRAL SERVICE, THE CUSTOMER ACKNOWLEDGES THAT BRIGHTSPEED IS SELLING SERVICES THAT ARE PROVIDED BY A THIRD PARTY VENDOR, RINGCENTRAL, THAT HAS ENTERED INTO AGREEMENT WITH BRIGHTSPEED AUTHORIZING SUCH SALES. CUSOMER AGREES TO THE FOLLOWING TERMS AND PROVISIONS AS A CONDITION TO THEIR ORDERING AND USE OF THE BRIGHTSPEED VOICE+ WITH RINGCENTRAL SERVICE:
(i) BY INSTALLING, DOWNLOADING OR USING THE RINGCENTRAL SOFTWARE, OR AUTHORIZING OTHERS TO DO SO, CUSTOMER AGREES TO THE RINGCENTRAL END USER LICENSE AGREEMENT (EULA) THAT IS POSTED ONLINE BY RINGCENTRAL AT https://www.ringcentral.com/legal/last-update-september-1-2023/eulatos.html (OTHER THAN PROVISIONS THEREIN RELATING TO THE TERM OF THE AGREEMENT, RENEWALS, ORDERING BILLING, INVOICING, PAYMENT, OR TAXES OWED FROM THE CUSTOMER, OR CUSTOMER CARE WHICH ARE GOVERNED BY THE CUSTOMER’S AGREEMENT WITH BRIGHTSPEED), AND FOR SUCH PURPOSES THE CUSTOMER AGREEMENT WILL STIPULATE THAT CUSTOMER’S EXECUTION OF THE CUSTOMER AGREEMENT WILL BE DEEMED TO ALSO CONSTITUTE AGREEMENT TO THE EULA.
(ii) CUSTOMER AGREES AND THAT SUCH EULA CREATES A BINDING CONTRACT BETWEEN CUSTOMER AND RINGCENTRAL, INC. OR THE APPLICABLE RINGCENTRAL AFFILIATE, AND THAT RINGCENTRAL MAY ENFORCE THE EULA DIRECTLY AGAINST CUSTOMER, WHICH ENFORCEMENT MAY INCLUDE TERMINATION OR SUSPENSION OF CUSTOMER’S ACCOUNT AT RINGCENTRALS’S SOLE DISCRETION. UNDER THE EULA, RINGCENTRAL MAY HAVE THE RIGHT TO AMEND THE EULA, AND THE EULA SETS FORTH THE RIGHTS AND OBLIGATIONS OF RINGCENTRAL AND CUSTOMER WITH RESPECT TO SUCH AMENDMENTS.
(iii) The use of RingCentral software by Customer may require Customer to accept RingCentral terms, including an updated or revised EULA, by clicking a link or an option within a software application or online (the “Click-Through Terms”) and Customer agrees that the Click-Through Terms will take precedence if there are any differences between the Click-Through Terms and the EULA as if such update had been made to the RingCentral EULA and the Customer’s right of termination under the RingCentral EULA shall apply as a result of amendments thereto, the time periods therein commence from the date the Click-Through Terms were accepted by clicking a link or an option within a software application or online.
(iv) Customer agrees that RingCentral may communicate directly with Customer for purposes of enforcement of the EULA, and that if Brightspeed becomes aware that Customer or its end users has violated or is reasonably suspected of violating the EULA, Brightspeed may notify RingCentral of such circumstances. Customer authorizes Brightspeed to provide RingCentral with a copy of any Order signed by Customer, if needed to verify Customer’s agreement to the EULA and related rights and obligations of the Parties and RingCentral.
(G) If any applicable Governing Documents do not contain a limitation of the following types of damages, then the following clause shall apply: Neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement service, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under the Order.
