Master Service Agreement

1Property Rights

ManagedWay owns all rights, title, and interest in ManagedWay trade names, service marks, trademarks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of plans and of the hardware and software systems and resources necessary to provide the individual Service elements of which they consist. This Agreement does not constitute a license to You to use ManagedWay’s trade names or service marks. Notwithstanding the foregoing, You hereby consent to ManagedWay’s non-exclusive use of Your trademark and/or logo for the purpose of displaying Your status as a customer of ManagedWay.

2Taxes

Service charges are on the Order Form and do not include applicable Taxes unless so indicated. New services or upgrades/relocations will result in additional fees/charges. You will be solely responsible, where applicable, for paying local and state personal property taxes associated with Your equipment stored in a facility rented or owned by ManagedWay. In the event that ManagedWay is required by a governmental authority to pay property taxes on Your behalf, ManagedWay will have the right to be reimbursed by You for such amount. You must reimburse ManagedWay within 30 days of written notice that a tax has been paid on Your behalf by ManagedWay.

Regulatory Cost Recovery (RCR). In addition to any applicable Taxes, ManagedWay may assess a Regulatory Cost Recovery (“RCR”) fee on Your monthly bill for certain Services. The RCR is a separate fee that ManagedWay imposes to help recover regulatory compliance costs, contributions to universal service programs, and other federal, state, or local regulatory costs. These may include, for example, fees to support communications services in high-cost or low-income areas, or access charges associated with providing voice or Ethernet services.

The amount of the RCR, if any, is subject to change and will be reflected on Your monthly billing statement if applicable. You agree that the RCR fee is in addition to Your standard monthly recurring charges (“MRC”), Taxes, and other surcharges, and is subject to the same billing, payment, and collection terms as set forth in this Agreement.

3Term and Termination

ManagedWay may reject any Order Form at its discretion. This Agreement will remain in full force and effect for the term specified on Your Order Form, beginning on the date of ManagedWay’s acceptance, and will apply to all future Services that You purchase from ManagedWay.

• Automatic Renewal: At the end of the Initial Term set forth in Your Order Form, Your Service will automatically renew for successive periods equal in length to the Initial Term (each, a “Renewal Term”), unless this Agreement is properly terminated as set forth herein.
• Renewal Term Cancellation: You may cancel any Renewal Term by sending written notice to ManagedWay of Your intent not to renew at least ninety (90) days prior to the expiration of the then-current term (this excludes Month-to-Month contracts).
• Month-to-Month Contracts: Must be cancelled at least thirty (30) days in advance by sending written notice to ManagedWay, and will also be subject to any charges or fees ManagedWay reasonably incurs in discontinuing or cancelling Your Month-to-Month Service.
• No Liability for Installation Delays: Once an Order Form is accepted by You, You may not cancel Service due to installation delays. ManagedWay is not liable for any damages resulting from a delay in Service installation.

4Billing and Collection of Charges

You will be billed by ManagedWay pursuant to the terms of Your Order Form. Subject to the terms of Your Order Form, ManagedWay reserves the right to increase Your MRC in the event of a rule, regulation, law, or tariff change or increase that increases the cost of providing Service to You (e.g., utility tariff changes).

All invoices are due and payable by the invoice due date. When billing is based on customer usage, charges will be billed monthly for the preceding billing periods. When Service does not begin on the first day of the month or end on the last day of the month, the charge for that partial month will be calculated on a pro rata basis.

If a prior Service location remains installed after a new Service location is installed, You will be responsible for Service charges for both Service locations until terminated as provided for each Service.

Billing by ManagedWay begins on the Service Commencement Date and accrues through and includes the day that the Service is discontinued. Past due balances may be charged a service fee of $35 plus 2% of the total outstanding amount. Declined credit cards will be charged a $10.00 declination fee. Accounts more than 10 days past due may have Service discontinued for nonpayment. Accounts discontinued for nonpayment are subject to a reconnection fee equal to at least 20% of one month’s MRC. If Your account is turned over to an outside collection agency, You agree to pay ManagedWay a “Processing and Collection” fee of not less than $250.

5Billing Disputes

ALL PAYMENTS TO MANAGEDWAY ARE NON-REFUNDABLE. If You dispute a term or amount on an invoice, You must do so in writing within 60 days from the invoice date. Disputes must be sent by registered mail to the address provided herein.

You must pay an amount equal to the undisputed portion of the invoice by the due date. Paying the undisputed amount does not constitute acceptance of the disputed portion. If You report a disputed charge to Your credit card company and ManagedWay later determines that the charge was valid, You agree to pay ManagedWay a “Processing Fee.”

6Cancellation for Service Interruption

Cancellation or termination of Your Service due to a Service interruption is permitted only if You experience a single continuous outage of Service lasting at least 7 days, or outages totaling 14 days within any continuous 3-month period. This right to cancel under this provision applies only to the specific Service or equipment affected.

7Termination of Service

If You cancel an Order Form or terminate Services before the completion of the Service term (for any reason other than a qualifying Service interruption as defined above), You agree to pay the charges described below. These charges become due and owing as of the effective date of the cancellation or termination.

1. Month-to-Month Contracts
   Your liability for Termination will include:
   • (i) All unpaid Non-Recurring Charges reasonably incurred by ManagedWay to establish or enable Your Service;
   • (ii) Any disconnection, early cancellation, or termination charges reasonably paid by ManagedWay to third parties on Your behalf or to enable Your Service (including any waived or discounted installation fees, or supplier/wholesaler termination charges);
   • (iii) All Recurring Charges incurred prior to disconnection, cancellation, or termination;
   • (iv) Any waived or promotional credits applied on earlier invoices.
2. Contracts for a Term
   Your liability for Termination will be equal to Your Monthly Recurring Charge (“MRC”) times One Hundred Percent (100%) of the remaining months of Your Service Term.

You agree that these Termination fees are reasonable and do not constitute a penalty.

All cancellations or terminations must be received in writing by certified mail or email, according to the notice deadlines in this Agreement. Upon termination or cancellation, You are responsible for removing all equipment, data, information, systems, and property from the Service and for returning all equipment provided by ManagedWay to 600 Executive Dr., Troy, MI 48083. If You fail to redeem Your equipment within 90 days following the termination or cancellation of this Agreement, You agree that Your equipment, data, information, systems, and property of any kind will be deemed abandoned and will become the sole property of ManagedWay.

8Transfers and Assignments

You may not assign or transfer Your rights, passwords, or duties in connection with the Services provided by ManagedWay without ManagedWay’s prior written consent. Any attempted assignment without such consent will be void and unenforceable as a matter of law.

9Redundant Power

Redundant power must be accompanied by Primary power service. To qualify as Redundant power (rather than Primary), a Redundant power circuit and its accompanying Primary power circuit must maintain a combined utilization of less than 40%. If ManagedWay determines that a Redundant power circuit is being utilized by You as a Primary power circuit, the Redundant circuit will be re-rated as Primary power, and You may be back-billed to the original installation date for the difference.

10Limitation of Liability

MANAGEDWAY SHALL NOT BE LIABLE FOR ANY AND ALL DIRECT OR INDIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF USE, EVEN IF CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING FROM A BREACH OF THIS AGREEMENT OR OTHERWISE. IN THE EVENT OF A BREACH OF ANY OBLIGATION BY MANAGEDWAY, YOUR DAMAGES SHALL BE LIMITED TO $500.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, YOU AGREE TO ACCEPT THE SERVICE ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. YOU RECOGNIZE THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS NOT SUBJECT TO MANAGEDWAY’S CONTROL. MANAGEDWAY SHALL NOT BE LIABLE FOR DAMAGES OR SUMS PAID DUE TO THE TEMPORARY OR PERMANENT UNAVAILABILITY OF INTERNET SERVICES FROM NETWORKS OR INTERNET SERVICE PROVIDERS NOT UNDER MANAGEDWAY’S CONTROL, NOR FOR TRANSMISSION ERRORS, CORRUPTION, OR THE SECURITY OF YOUR INFORMATION CARRIED ON THOSE NETWORKS. MANAGEDWAY IS NOT LIABLE FOR ANY HARMFUL COMPONENTS (E.G., VIRUSES, WORMS, ‘DENIAL OF SERVICE’ ATTACKS) OR FOR BREACHES OF SECURITY IN YOUR NETWORK. YOU AGREE NOT TO HOLD MANAGEDWAY LIABLE FOR ANY ACTS OR OMISSIONS OF THIRD PARTIES IN CONNECTION WITH THE SERVICES. YOU AGREE THAT YOU WILL MAKE ALL CLAIMS RELATED TO THE SERVICES DIRECTLY AGAINST MANAGEDWAY AND WAIVE ANY RIGHT TO RECOVER (DIRECTLY OR BY INDEMNITY) FROM ANY THIRD PARTY.

11Notices and Communications

You must designate a mailing address and email address on Your Order Form to which ManagedWay may send notices and other communications. All notices You send to ManagedWay must be in writing, by registered mail, to:

MANAGEDWAY COMPANY
600 EXECUTIVE DR.
TROY, MI 48083
INFO@MANAGEDWAY.COM

12Privacy Policy

You agree to abide by ManagedWay’s Privacy Policy (as it may be amended from time to time), which is incorporated by reference into this Agreement.

13Acceptable Use Policy

You agree to abide by ManagedWay’s Acceptable Use Policy (as it may be amended from time to time), which is incorporated by reference into this Agreement.

14Service Level Agreement

You agree to abide by ManagedWay’s Service Level Agreement (as it may be amended from time to time), which is incorporated by reference into this Agreement.

15Domain Name Terms and Conditions

You agree to abide by ManagedWay’s Domain Name Terms and Conditions, which may be subject to change, as found on www.managedway.com, and which is incorporated by reference into this Agreement.

16Applicable Law; Venue and Jurisdiction; Dispute Resolution

This Agreement shall be governed by the laws of the State of Michigan, without regard to its conflicts-of-law provisions. Any claim under this Agreement may be arbitrated in Oakland County, Michigan if ManagedWay provides advance written consent. Otherwise, the exclusive venue for any legal action arising out of this Agreement shall be the State of Michigan, specifically the Oakland County Circuit Court or the Federal District Court for the Eastern District of Michigan.

17Third-Party Services

ManagedWay may provide links or access to advertisers and third-party merchant sites (“Merchants”) on www.managedway.com. ManagedWay does not operate or control the products or services offered by Merchants and is not responsible for the information provided by them. Merchants are solely responsible for order processing, truth in advertising, fulfillment, billing, and customer service for their products/services. ManagedWay is not a party to transactions between You and any Merchants. You agree that ManagedWay is not liable for any contract or agreement entered into between You and a Merchant. Linked websites are not monitored or checked by ManagedWay for accuracy, completeness, or content. If You leave ManagedWay’s site to access a third-party site, You do so at Your own risk.

18Partial Invalidity; Waiver; Conflict of Terms

If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. A waiver of one breach is not a waiver of future breaches. In the event of a conflict between this MSA and any other posted ManagedWay policy, the MSA shall control.

19Statute of Limitations

YOU AGREE THAT ANY CLAIM AGAINST MANAGEDWAY, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE, MUST BE BROUGHT WITHIN 6 MONTHS OF THE DATE GIVING RISE TO THE CLAIM.

20Entire Agreement

This Agreement and Your Order Form constitute the entire agreement and understanding between the parties, merging all prior discussions. There are no additional promises, warranties, or representations outside of this Agreement and the Order Form.

21Risk of Loss

At all times, You bear the risk of any loss, damage, or destruction of Your assets, equipment, or property provided or maintained by ManagedWay, including from fire, water damage, theft, or other casualties. You are solely responsible for insuring Your property and filing any necessary insurance claims. If ManagedWay becomes aware of damage to Your property, ManagedWay will notify You of the known extent and cause.

22Indemnification

You agree to indemnify, defend, and hold ManagedWay (and its subsidiaries, affiliates, officers, directors, employees, agents, licensors, consultants, and suppliers) harmless from and against all claims, demands, actions, liabilities, losses, expenses, damages, judgments, and costs (including reasonable attorneys’ fees) resulting from Your violation of this Agreement, misuse or abuse of the Service, or violation of State or Federal law by You or any user of Your account. ManagedWay reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You. You must not accept any settlement of a dispute related to this Agreement without ManagedWay’s prior written consent.

23Attorneys’ Fees

If legal proceedings are initiated to enforce any term or condition of this Agreement or any related Order Form, You agree to pay all costs and expenses incurred by ManagedWay, including attorneys’ fees.

24Emergency Services, 911, and E-911 Calling

You understand and acknowledge that VoIP Service may not support traditional 911 or E-911 access to emergency services. Dialing 911 via VoIP may route Your call differently than a standard phone line, and certain PSAPs may not accept calls in this manner. Network or Internet outages, power failures, or weak signals can also disrupt or delay emergency calls. You agree to notify any users of Your VoIP Service of these 911/E-911 limitations. If You relocate or unplug ManagedWay-provided VoIP equipment, You may lose emergency calling access, and You agree to indemnify ManagedWay from any resulting damages.

25Loss of VoIP Service Due to Power Failure or Internet Service Outage

You acknowledge that the VoIP Service will not function in the event of a power failure or Internet outage. Service will remain offline until power or connectivity is restored and may require You to reset or reconfigure equipment. This may affect Your access to emergency services.

26Internet Broadband Access for VoIP

You understand and agree that if You relocate or unplug ManagedWay’s VoIP equipment to a site that does not use ManagedWay’s Broadband Access, ManagedWay does not guarantee the VoIP Service will work. ManagedWay will not support VoIP at that location, and You use it at Your own risk.

27Customer Responsibilities (Complementary User Entity Controls)

Customer acknowledges that ManagedWay’s service controls depend on Customer’s implementation of corresponding controls in Customer’s environment. ManagedWay’s Complementary User Entity Controls (CUEC) matrix, available from compliance@managedway.com, describes these split responsibilities and is incorporated by reference into this Agreement. Customer is responsible for implementing the controls in the CUEC matrix applicable to the Services purchased.