This Master Services Agreement (“Agreement” or “MSA”) sets forth the terms of Your agreement to purchase Services (“Service”) provided by ManagedWay Company (“ManagedWay”) subject to the prices, quantities, terms, and conditions set forth in Your Order Form (“Order Form”) and governed by the terms and conditions contained in this Agreement. As used herein, (“You”) or (“Your”) refers to the customer.
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.
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.
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.
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.
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.”
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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