Dow Networks Call Center VOIP Solutions

1. TERM . Service under this Agreement shall begin on the start date indicated on the Terms Sheet, and shall continue through the end of the Initial Term indicated on the Terms Sheet. Thereafter, this Agreement shall renew monthly unless and until either party delivers notice of cancellation at least 60 days prior to the end of the then current term.

2. SERVICES . For the Initial Term and any renewal term, for the fees set forth herein, DOW Networks agrees to provide Customer with the telecommunication services described in the Terms Sheet attached hereto ("Service" or "Services"). DOW Networks may modify the Services upon 30 days' prior written notice, or earlier if required by any regulatory authority.

3. CHARGES AND PAYMENT TERMS.
    1. Charges and Fees. During the term of this Agreement, for each month of Service, Customer agrees to pay DOW Networks the charges and fees according to the Rate Schedule set forth on the Terms Sheet for the greater of (i) the actual Services received by Customer, or (ii) the Monthly Minimum Commitment set forth on the Terms Sheet.
    2. Payment Terms. DOW Networks shall invoice Customer for services on a weekly basis (or such other basis as may be mutually agreed to by the parties) commencing on the date for the start of Service. Customer agrees to pay each invoice in full without deduction or set off of any kind within 7 business days of receipt. All payments shall be made in US dollars by wire transfer to the account set forth on the invoice. Invoices are sent via email only.
    3. Billing Increments. Each call routed through DOW Networks shall be billed in 30 second initial and 6 second successive unless noted different DOW Networks' rate schedule, as amended by DOW Networks from time to time.
    4. Security Deposit. Upon signature of this Agreement, Customer agrees to pay DOW Networks a cash security deposit or provide an irrevocable standby letter of credit, or other form of security acceptable to DOW Networks, in the amount indicated on the Terms Sheet, within 7 business days of execution of the contract. As usage increases, DOW Networks may, at its sole discretion, require Customer to increase the security in an amount sufficient to cover such additional amounts, as DOW Networks deems necessary or appropriate. DOW Networks reserves the right to check Customer's credit record and references at any time and, increase the security deposit based on the results of any such check. DOW Networks may draw on the security deposit or line of credit for satisfaction of all past due amounts, and upon termination of this Agreement. DOW Networks shall return the security deposit, without interest, upon termination or expiration of this Agreement after all sums due have been paid. Deposits must be sent within 5 business days of cancellation.
    5. Late Fees. Late payments shall accrue interest at the rate of 1 1/2% of the unpaid balance of the service charges per month, or the maximum lawful rate under applicable law, whichever is less.
    6. Rate Adjustment Schedule. DOW Networks reserves the right to adjust charges for and/or delete Service offerings to specific locations with 5 days prior written notice to Customer. DOW Networks may change or delete Service offerings in Mexico with 24 hours written notice.
    7. Taxes. In addition to all fees and charges due hereunder, Customer agrees to pay all use, excise, gross receipt, sales, withholding, VAT, and privileges taxes, and all duties, fees, surcharges or other taxes or similar governmental charges (other than general income or property tax), arising out of or related to the provision of the Services hereunder, whether the responsibility of or charged to DOW Networks or Customer ("Taxes"). DOW Networks will bill Customer for any Taxes which DOW Networks is required to pay. Customer may provide DOW Networks with a valid tax exemption certificate that exempts Customer, under applicable law, from taxes that would otherwise be due. In such case DOW Networks will not charge Customer such taxes unless otherwise required to do so by a taxing authority.
    8. Billing Disputes. Customer shall notify DOW Networks of any billing discrepancies in writing and in reasonable detail within 60 days of the date of invoice in question. Customer will be deemed to have waived billing discrepancies for which notice is received by DOW Networks after such time. DOW Networks shall respond to any notice of billing discrepancy within 30 days of receipt.
    9. Suspension of Service. DOW Networks may suspend all or a portion of Service for late payment upon 24 hours notice to Customer. DOW Networks will not be required to resume Service until Customer is current in all payments, including late fees and penalties, and has provided to DOW Networks such additional assurance of Customer's ability to pay for Service, including a fee for reinstating Service, as DOW Networks may require in its sole discretion. If Customer fails to make such payment within a reasonable period of time in DOW Networks' sole determination, DOW Networks may cancel this Agreement with the same effect as if Customer had requested early termination under Section 1.2.                                                              back to top

4. TECHNICAL REQUIREMENTS; FORECASTS
    1. Technical Requirements. Customer agrees at its own cost to obtain and install interconnection facilities for terminating its traffic into the DOW Networks network in accordance with DOW Networks' technical standards and specifications.
    2. Traffic Forecast. Customer shall provide DOW Networks with a quarterly forecast of Customer's expected traffic. The initial forecast is set forth on the Terms Sheet. DOW Networks shall have a reasonable period of time to increase capacity in the event Customer's traffic exceeds its forecast. DOW Networks shall not be in breach of this Agreement if it cannot accommodate traffic in excess of Customer's forecast.

5. LEGAL COMPLIANCE; INDEMNIFICATION
    1. Licenses and Legal Compliance. Customer is solely responsible for complying with all rules, laws, and regulations regarding receipt and resale of the Services, and for obtaining and maintaining all licenses, registrations, and approvals from any and all regulatory authorities required for its operation as a reseller of DOW Networks' Services. Customer shall provide copies of all such licenses and registrations to DOW Networks upon request and shall notify DOW Networks within 24 hours of the revocation, suspension, or termination of any of them. Customer shall indemnify and hold DOW Networks harmless from all costs, fees, penalties and damages, including without limitation, reasonable attorney's fees, arising out of or resulting from Customer's failure to comply with this paragraph. DOW Networks may terminate this Agreement immediately at any time if Customer fails to comply with these requirements.
    2. Use of Service. Customer may use the Service only for lawful purposes, and may resell the Services to its own customers to the extent allowed by law, rule, or regulation. Customer may resell the services (including its sales agents and representatives) only under its own name or trade name, using its own logos or marks, and may not use DOW Networks' trademarks, service marks, or trade names without DOW Networks' express written authority. Purchasers of the Service upon resale by Customer are referred to throughout this Agreement as "End-User(s)".
    3. Fraudulent Calls. Customer shall indemnify and hold DOW Networks harmless from all costs, expense, claims, or actions arising out of or resulting from fraudulent calls of any nature, which may comprise a portion of the Service.
    4. Indemnification. Customer agrees to forever indemnify and hold DOW Networks and any third party provider or operator of facilities used in the provision of Service harmless from and against any and all claims, demands, suits, actions, losses, damages, liabilities, assessments, payments, or penalties, including court costs and reasonable attorney's fees, which arise out of the installation, hook-up, maintenance or provision of Service hereunder, including the resale or provision of such service to any End-User or other third party by Customer, or arising out of a breach by Customer of its obligations or representations under this Agreement.

6. OTHER CUSTOMER OBLIGATIONS
    1. End-User Responsibility. Customer shall be solely responsible for End-Users, including solicitation, service, requests, creditworthiness, customer service, billing and collection, and shall indemnify and hold DOW Networks harmless from all costs (including attorney's fees) arising out of or resulting from these responsibilities.
    2. End-User Collections. Neither Customer's inability to collect from its End-Users, nor any agreement regarding billing adjustments granted End-Users, whether for adjustments for fraudulent charges, directory assistance or any other form of credit, shall relieve or absolve Customer to any extent of its obligation to pay DOW Networks for the Services hereunder.                                                                         back to top

7. DISCLAIMERS AND LIMITATIONS OF LIABILITY . DOW Networks shall provide the Services in accordance with the terms and conditions of this Agreement and the conditions of service set forth in its applicable Federal and State tariffs ("The Tariffs"). Customer agrees to notify DOW Networks immediately upon interruption of service and provide DOW Networks with such information as may be necessary for DOW Networks to restore service. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, DOW NETWORKS MAKES NO WARRANTIES WITH RESPECT TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In no event will either party hereto be liable to the other party for any indirect, special, incidental, or consequential losses or damages, including without limitation, loss of revenue, loss of customers, loss of goodwill, or loss of profits arising in any manner from this Agreement. DOW NETWORKS'S MAXIMUM LIABILITY UNDER OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, FOR DAMAGES FOR BREACH OF THIS AGREEMENT, SHALL BE LIMITED TO THE FEES RECEIVED BY DOW NETWORKS HEREUNDER FOR THE PRIOR THREE MONTH PERIOD.

8. TERMINATION
    1. Termination for Default. Either party may terminate this Agreement upon the other party's failure to cure any of the following within thirty (30) days following written notice thereof: (i) a material breach of such party's obligations hereunder; (ii) the insolvency, corporate reorganization, arrangement with creditors, receivership or dissolution of the other party, (iii) the institution of bankruptcy proceedings by or against the other party; (iv) the assignment or attempted assignment of the Agreement or any interest therein, except as permitted by Article XVI hereof; (v) a final order by a government entity with appropriate jurisdiction that a Service or the relationship hereunder is contrary to law or regulation.
    2. Termination for Failure to Pay. DOW Networks may terminate this Agreement if Customer fails to make any payment when due or fails to furnish security as may be required pursuant to Paragraph 3.8 hereof, and fails to cure the default within 10 days after receipt of notice of such default.
    3. Termination by Order. DOW Networks may terminate Service immediately upon request or order of any court, government, or quasi-governmental agency.
    4. Survival. No termination by DOW Networks shall in any way relieve Customer of its obligations to pay for any unexpired portion of the then current term.

9. CONFIDENTIALITY
    1. "Confidential Information" shall mean any competitively sensitive or secret business, marketing, or technical information of DOW Networks or Customer, including the terms of this Agreement. Confidential Information shall not include information which is (i) generally known to the public or readily ascertainable from public sources (other than as a result of a breach of confidentiality hereunder), (ii) independently developed by the receiving party without reference to or reliance on any Confidential Information of the disclosing party, as demonstrated by written records of the receiving party, or (iii) obtained from an independent third party who created or acquired such information without reference to or reliance on Confidential Information.
    2. Confidentiality. Each party agrees to maintain the complete confidentiality of the Confidential Information of the other. Neither party shall disclose or supply the Confidential Information of the other to any non-employee third party without the prior written approval of the other party. Either party may disclose portions of the Confidential Information of the other to governmental regulatory authorities if such disclosure is required by applicable laws, provided the party required to make such disclosure notifies the other party of the applicable legal requirements before such disclosure occurs and assists the other party to obtain such protection as may be available to preserve the confidentiality of such information.                     back to top

10. GENERAL
    1. Rights Not Exclusive. No right or remedy of either party provided hereby shall be exclusive of any other right or remedy.
    2. No Waiver. No failure of either party to exercise any of its rights under any provision of this Agreement or waiver of any breach of the terms of this Agreement by the other party shall be construed as waiver of such rights or of any other breach of the same or any other provision hereof.
    3. Notices. All notices, requests and other communications required or permitted to be given or delivered hereunder to either party should be in writing, and shall be personally delivered, or sent by certified or registered mail, postage prepaid and addressed, or by overnight courier such as Federal Express to such party at the address shown on the first page of this Agreement, or at such other address as shall have been furnished by notice given in compliance with this section. All notices, requests and other communications shall be deemed to have been given upon delivery as evidenced by the return receipt or delivery records of the courier.
    4. Entire Agreement. The parties agree that this agreement, and all exhibits and attachments hereto contain the entire agreement between the parties concerning the subject matter hereof.
    5. Amendment, Waiver. This agreement may not be amended or altered and no rights shall be deemed waived unless such amendment or waiver is set forth in writing and executed by all parties hereto.
    6. Assignment. This agreement may not be assigned by either party without the express written consent to of the other party, provided that either party may assign all of its rights and obligations hereunder to any successor in interest to all or substantially all of its business or assets without such consent. This agreement shall be binding upon and shall inure to the benefit of each party's permitted successors and assigns.
    7. Independent Contractors. DOW Networks and Customer shall not be construed to have a relationship of partnership, agency or otherwise by the terms or existence of this Agreement. Each party shall be solely responsible for the actions of its own officers, employees, and agents.
    8. Employees. Each party agrees during the term of this Agreement and for 1 year thereafter not to hire or solicit for hire any employees or former employees of the other party.
    9. Severability. If any provision of this agreement should be held to be invalid, illegal or unenforceable, then such provision shall be construed in such a way as to make such provision enforceable, or this agreement shall be construed as if such provision had never been contained herein, and such invalidity, illegality or unenforceability shall not affect any other provision hereof.
    10. Headings. The headings contained in this agreement are for convenience only and shall be ignored when interpreting this agreement and shall not be construed to alter or change any provision hereof.
    11. Choice of Law. This agreement shall be governed by the laws of the State of Georgia without regard to its choice of law rules. With respect to any dispute arising our of or related to the content of this Agreement, Customer consents to the jurisdiction of the of the state and federal courts residing in Fulton County, Georgia, and agrees that such courts shall be the sole venue for resolution of any dispute arising hereunder.
    12. Force Majeure. Neither party shall be in default by reason of any failure in the performance of this agreement (other than a failure to make payment when due or to comply with restrictions upon the use of any confidential information or trade secrets) if such failure arises out of any act, event or circumstance beyond the reasonable control of such party, whether or not otherwise foreseeable. The party so affected will resume performance as soon as reasonably possible.                                                        back to top