SimpleFiber White Label VoIP Schedule

This Schedule for White Label VoIP Service (“Agreement”) is subject to the SimpleFiber Master Services Agreement (“MSA”) located at https://www.SimpleFiber.com/master-services-agreement (or any successor URL) and is a legal agreement between you (either an individual or an entity that you are representing, hereinafter “Service Provider”) and SimpleFiber, LLC and its suppliers and licensors (collectively “SimpleFiber”)

SimpleFiber and Service Provider shall each be referred to individually as a “Party” and collectively as the “Parties”.

If you are an individual entering this Agreement on behalf of an entity that you are representing, you represent and warrant that you have sufficient and appropriate authority to encumber said entity and are competent to do so.

Any of the following actions constitutes, without limitation or qualification, your approval to be bound by, and to comply with, the terms of this Agreement: (i) Your registering for Service anywhere on a SimpleFiber website and selecting “I Accept” or “I Agree” as part of the registration process; (ii) Your electronic or wet ink signature on a SimpleFiber Order Form; or (iii) Your use of the SimpleFiber Service.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, INSTALL OR USE THE SIMPLEFIBER SERVICES.

The clauses below set forth the terms and conditions upon which SimpleFiber shall provide and Service Provider shall purchase the Services.

1.0 Description

SimpleFiber agrees to make available a White Label VoIP Platform for Service Provider. Service Provider will use the platform to provide VoIP and other related services (“Services”) to its Subscribers. SimpleFiber will enable Service Provider to sell the general Services briefly described below;
1. Hosted PBX: An IP Centrex service with call routing and handling processed at SimpleFiber’s Facilities compatible
with most standard SIP handsets. Provides common PBX features including but not limited to; multi-level auto
attendants, hunt groups, extension dialing, unified messaging, custom music on hold, call center call queuing,
transfer, and other PBX features as available via service management web portals.
2. SIP Trunking: An IP telephone service compatible with SIP enabled phone systems and telephony gateways.
3. Fax: A digital fax service to replace traditional land line fax services.
4. Network: A combination of supplemental network services that include but are not limited to remotely managed
VoIP QoS appliances for voice quality control as well as remote network health monitoring.

2.0 Term

The term of this Schedule shall commence on the date hereof and continue for a period of one (1) year. Thereafter, this Agreement shall continue until either Party provides the other with ninety (90) days’ advance written notice of termination.

3.0 SimpleFiber Responsibilities

1. Network Facilities: SimpleFiber, at its sole discretion, both directly or through its affiliates, will manage and maintain the necessary infrastructure including but not limited to telephony servers, switches, software, network operations center and datacenters (“SimpleFiber Facilities”) needed to provide the Services.
2. PSTN Interconnectivity: SimpleFiber, at its sole discretion, both directly or through its affiliates, will manage and maintain the necessary interconnectivity with underlying carriers for two-way voice access to the public switch telephone network (“PSTN”).
3. Local Number Portability: SimpleFiber, where available, will enable Service Provider to port local and toll-free phone numbers for use with the Services.
4. Service Support: SimpleFiber will provide technical and account support for the Services to Service Provider. Standard Service Support is available during normal business hours. 24x7x365 Service Support is provided for Service impacting issues. Service Support is subject to SimpleFiber’s Service Support Policy. SimpleFiber does not provide onsite support services.
5. Training: SimpleFiber will provide the necessary training for Service Provider to perform daily operations including moves, adds, changes and deletes of the Services for its Subscribers.

4.0 Service Provider Responsibilities

1. Sales and Marketing: Service Provider shall use best efforts to promote, solicit, market and sell the Services. Service Provider must train its staff and affiliates on how to properly represent and sell the Services.
2. Contract: Service Provider must maintain its own terms and conditions for the sale and use of the Services by its Subscribers. Such terms and conditions must comply with all terms contained in the Master Services Agreement and associated Schedules.
3. Professional Business Practice: Service Provider shall employ the highest standards of business conduct in the performance of its obligation hereunder and shall not do anything to discredit, dishonor, reflect adversely on or injure the reputation of SimpleFiber, its Facilities, its Services or the Service. Service Provider shall comply with all applicable laws, rules and regulations of any United States, or foreign, federal, state or local governmental agency or authority (“Governmental Authority”) in the performance of its obligations hereunder.
4. Service and Equipment Installation: Service Provider and or its affiliates are responsible for the installation and configuration of the Service and associated customer premise equipment (“CPE”).
5. Service Support: Service Provider is responsible for all service support provided to its subscribers including but not limited to phone, email and chat communication as well as dispatching a technician to its Subscriber physical location for onsite support of the Services and or associated CPE.

5.0 Obligations

Nothing contained in this Agreement shall obligate SimpleFiber to provide the Services or comparable services exclusively in conjunction with Service Provider. Service Provider further undertakes and agrees:
1. To establish, maintain and supply to SimpleFiber a list of designated persons and addresses authorized for
maintenance of this Agreement, and resolution of sales, operational and technical issues;
2. To only use the trade names or trademarks of SimpleFiber in accordance with this Agreement. Service Provider
hereby waives any right, title or interest in any trade names, trademarks or copyrights of SimpleFiber;
3. To allow SimpleFiber to use Service Provider trade names and trademarks for the sole purpose of providing and
supporting the Services under this Agreement.

6.0 Emergency Services

SimpleFiber will make 911 dialing available for Service Provider Subscribers using two-way voice services. SimpleFiber will provide a web portal to the Service Provider for inputting and maintaining E911 addresses. It is the Service Providers sole responsibility to input an accurate 911 location address for its Subscribers. Address locations that do not qualify for E911 auto location will still be able to dial 911 but may need to provide their address to the emergency call center operator. Service Provider acknowledges and understands that, because of the unique nature of the Services, the Services do not support traditional 911 access to emergency services and that 911 dialing and the Services do not function in the event of a power failure or a service outage of whatever nature by Service Provider its Subscribers or the broadband provider. Under no circumstances shall:
1. Service Provider, its Affiliates, Clients or Subscribers have any claim against SimpleFiber or
2. SimpleFiber have any liability to Service Provider, its Affiliates, Clients or Subscribers in connection with
SimpleFiber’s failure or restricted ability to provide 911 or E911 access to emergency services.

7.0 Service Use(s)

SimpleFiber provides the Services for normal and reasonable use. Residential Services may not be used by business subscribers and must reflect typical usage patterns consistent with other residential subscribers using a similar Service provided by SimpleFiber. Business subscribers must reflect normal and reasonable use consistent with the types and levels of usage by typical business subscribers on the same Service. SimpleFiber reserves the right to cancel any Service or bill for usage above and beyond what is considered normal and reasonable as determined by SimpleFiber. Considerations for determining normal and reasonable use may include but are not limited to: a) Unique numbers called; b) Call lengths; c) Excessive call forwarding; d) Excessive short duration calls; e) Number of calls made in a month.

8.0 Prohibited Uses

Any use of the Service or any other action that causes a disruption in the integrity of SimpleFiber’s Facilities or its vendors, whether directly or indirectly, is strictly prohibited and could result in termination of the Service and/or payment for damages relating to such conduct. The Service Provider understands that neither SimpleFiber nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Service. The Service Provider agrees that it will not use or knowingly resell the Service in ways that violate laws, infringe the rights of others, or interfere with the subscribers, services, or equipment of the network. Use of the Services shall not include certain activities, including but not limited to any autodialing, fax broadcast, fax blasting, telemarketing or any other activity that would be inconsistent with personal, residential and reasonable business use patterns without the prior written consent of SimpleFiber or any use that is contrary to the terms outlined on this Agreement.

Pricing and other considerations for SimpleFiber’s Services are based on the Services intended use. Services that are improperly used are subject to usage penalties and administrative cost recovery charges. Usage penalties are calculated from the affected Services’ first use date and equal to a minimum of three times SimpleFiber’s current rate or SimpleFiber’s actual cost plus twenty (20) percent whichever is greater. Administrative cost recovery charges are calculated using SimpleFiber’s business hours labor rate and are for labor hours required to correct the Service and calculate any Service penalties or recovery charges. Service Provider assumes all responsibilities for improper use of any Service.

9.0 Pricing

SimpleFiber will charge Service Provider, and Service Provider agrees to pay SimpleFiber, the charges listed in the order form, quote or other SimpleFiber registration form (“Order Form”), or as otherwise agreed to in writing between the Parties. For any Service used by Service Provider for which a rate is not specified on Order Form, the Parties shall mutually agree on the applicable rate for the Service, but if the Parties cannot agree and the Service Provider utilizes the Service, SimpleFiber’s then current rates shall apply.

10. Amendments

Except as otherwise provided, this Agreement may only be modified by a written amendment (provided electronically or otherwise) executed by authorized representatives of both Parties. In no event will handwritten changes to any terms or conditions, including in the applicable Order Form, be effective. Notwithstanding the foregoing, SimpleFiber may update this Agreement or any of its Policies from time to time and will provide notice to you via email. Such updates will become effective thirty (30) days after such notice to you. In the event that any such update would be of material detriment to you and is not required by Law, you must inform SimpleFiber of your objection within ten (10) days of receiving the notice provided under this provision. If the Parties, negotiating in good faith cannot reach agreement within thirty (30) days, either Party may terminate the portion of the Services affected by the change without penalty by written notice to the other Party. Any use of the Services after the effective date will be deemed your acceptance of the change.