This Agreement (the “Agreement”) is between TRE GROUP, INC, of 1810 Voorhies Ave, Suite 7, Brooklyn, NY 11235 address; also herein referred to as “Company” “We,” “us,” or “Our” and the Customer, also herein referred to as “You,” or “Your”(collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns. This Agreement governs your use of our Services, Voice over Internet Protocol (VoIP) services, if you do not agree to the Agreement, please terminate use of our Services immediately.
CONTRACT TERM
This Agreement shall be valid from ___________________for a period on 36 months.
CUSTOMER RESPONSIBILITY
You are solely responsible for the use of your Services, you do so responsibly and shall adhere to all applicable laws, rules and regulations in addition to the provisions of this Agreement. You are also solely responsible for ensuring that only authorized users have access to the materials and services sold hereunder. The Company shall have no obligation to Customer or any other party in connection with or arising out of the unlawful use of such materials or services under any circumstances. You shall provide accurate and comprehensive information to the Company and update it where necessary. You shall promptly inform the Company of any changes in your information
PAYMENTS
You agree to pay for the Services when payment falls due. Services shall be prepaid on a monthly basis and begin from the 1st of each month (due date). If the Service are not paid for more than 30 days, the Services will be suspended or terminated. If you use more than 3000 minutes a month, there will be an extra charge. Toll-free numbers are also extra charged and billed by seconds. Faxes accrue extra charge for each fax/minute for incoming and outgoing. Late payment or no-payment for 10 days from the due date shall attract a 3% penalty on each day the amount remains unpaid in addition to any recovery fees. Payment may be revised by the Company at any time and notice of the same sent to you at our discretion and per the law. You agree to pay any regulatory recovery fees that the Company invoices you for municipal, state, and federal government fees or assessments imposed on the Company, or any programs in which the Company participates, such as public, educational, and governmental access, universal service, telecom relay services for the visually/hearing impaired, rights-of-way access, and programs supporting the 911/E911 system. YOU WILL BE RESPONSIBLE FOR PAYING ANY RETROACTIVELY APPLICABLE GOVERNMENT IMPOSED FEES AND TAXES.
You authorize the Company to charge the credit card you have provided if you do not pay your invoice when it is due. You shall inform the Company of any change in your said credit card status. The Company may terminate the Services and you will be liable for resultant loss or damaged suffered by the Company. The Company will require a deposit of the first and last month’s payment prior to the delivery of Services, and may request a deposit at any time as a condition of continuing Services. Following the expiration or termination of this Services Agreement, all unused customer deposits will be returned.
EQUIPMENT
The Customer may only use the Company’s Equipment in conjunction with the appropriate Services and in accordance with the terms of this Agreement. Any other usage is absolutely prohibited and may result in the Services being immediately terminated, as well as payment of costs and damages incurred by the Company as a result. The Customer may not use the Equipment with any other devices or equipment that the Company does not offer. The Customer is not permitted to transfer the Equipment to a third party or to meddle with it or the Services in any manner. The Company reserves the right to remove or replace the Equipment at any time while the Services are operational or after the Service has been terminated (s). For these objectives, the Customer agrees to grant the Company access to the Premises. The Equipment may not be sold, leased, abandoned, or given away, nor may it be used by any other provider of video, high-speed internet, or telephone services. Only the Premises are permitted to utilize the Equipment. We may, at your request and at a time convenient to both you and us, relocate the Equipment in the Premises for an extra fee.
YOU AGREE AND UNDERSTAND THAT IF YOU ATTEMPT TO INSTALL OR USE THE EQUIPMENT OR SERVICES AT A LOCATION OTHER THAN THE PREMISES, THE SERVICES MAY FAIL OR WORK INAPPROPRIATELY.
You agree that the Equipment will not be serviced by anyone other than Company employees or representatives. In the event of loss, damage, theft, misuse or authorized use of the Equipment, the Customer shall immediately notify the Company. Any Equipment provided by the Company to provide the Services but not acquired by the Customer will remain the property of the Company and upon cessation of Services, such Equipment must be returned to the Company immediately. The Customer shall adhere to all instructions related to the Equipment and those given by the Company e.g., show all warning or other notice labels on the Equipment or telephones. If you do not return the Equipment to us in an undamaged form, you will be held liable for any loss, repair, replacement, and other costs, damage, fees, and charges. The Customer agrees that no IP provider or software used by the Customer in connection with the Services will be liable to the Customer in any way.
The Company retains ownership of the Equipment (including software) it provides. Customer will not place any encumbrances on the Company’s Equipment or allow them to be placed. Customer will not gain access to or undertake maintenance of the Company’s Equipment, and Customer will be responsible for any damage to the Equipment caused by Customer. If the Company approves the use of customer-supplied equipment, Customer acknowledges that it is solely responsible for the installation, maintenance, and operation of such equipment, and that the Company will not be held liable for any Service interruptions or degradation caused by customer-supplied equipment.
INSTALLATION
The Company will make every effort to offer Services by the stated installation date, but is not responsible for any delays. The Customer has only three business days to notify the Company in writing of any defects in the Services, after which the Customer shall be deemed to have accepted the Services.
If the Company needs any access for performance of any obligation herein, the Customer will secure such rights for the Company at Customer’s expense.
MAINTENANCE
Maintenance by the Company which may have an influence on service is included in the prices for Services, unless it is necessitated by acts or omissions attributable to the Customer, in which case the Customer will pay the Company the cost of maintenance. The Company may also make network modifications and changes to the Customer’s Services that do not materially and adversely affect the Services’ performance. Customer accepts that, in the event of such network modification(s) and changes, Customer’s ability to retain existing specialty programming may be limited, and/or other changes or modifications to Customer’s Services may be required. The Company may be needed to monitor voice communications for the sole purpose of improving call quality. Customer will work with the Company to make such changes as easy as possible.
ENTRANCE TO YOUR PREMISES.
You agree to give us and our agents access to the Premises at reasonable times to install, configure, maintain, inspect, upgrade, replace, and remove the Services or Products used to receive any of the Services. You represent and warrant that you are the owner or tenant of the Premises, or that you have the authorization to grant us access to the Premises. If you are not the Premises’ owner or tenant, you are responsible for obtaining the necessary permission from the owner or tenant to allow us and our agents access the Premises to undertake the activities listed above. You also agree to provide us or our agent with the owner’s or renter’s name, address, and phone number, as well as evidence that the owner or tenant has allowed you to grant us and our agents access to the Premises, if we ask. You are also responsible of obtaining any permits, licenses, rights of way and related authorization to enable provision of the Service.
DISCLAIMERS
MAKES NO WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSES. IN NO EVENT SHALL IEVOLVE BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR REVENUE, LOSS OF PROFITS, OR LOSS OF CUSTOMERS, CLIENTS, OR GOODWILL ARISING IN ANY MANNER FROM THIS SERVICES AGREEMENT AND/OR THE PERFORMANCE OR NON-PERFORMANCE HEREUNDER.
DISCLAIMER OF 911 LIABILITY
WE DISCLAIM ALL RESPONSIBILITY FOR THE CONDUCT OF LOCAL EMERGENCY RESPONSE CENTERS AND THE NATIONAL EMERGENCY CALLING CENTER. WE DO NOT HAVE ANY CONTROL OVER ANY LOCAL EMERGENCY RESPONSE CENTER. THEREFORE, WE ARE NOT RESPONSIBLE FOR WHETHER THEY ANSWER CALLS USING OUR 911 DIALING SERVICE, HOW THEY ANSWER THESE CALLS, OR HOW THEY HANDLE THEM. WE RELY ON THIRD PARTIES TO ASSIST US IN ROUTING 911DIALING CALLS TO LOCAL EMERGENCY RESPONSE CENTERS AND TO A NATIONAL EMERGENCY CALLING CENTER. WE ARE NEITHER LIABLE NOR RESPONSIBLE IF THE DATA USED BY A THIRD PARTY TO ROUTE CALLS IS INCORRECT OR PRODUCES AN ERRONEOUS RESULT. NEITHER TRE GROUP, INC NOR ITS OFFICERS OR EMPLOYEES MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS, FINE PENALTY, COST, AND EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) BY, OR ON BEHALF OF, YOU OR ANYTHIRD PARTY OR USER OF OUR SERVICE, RELATING TO OUR SERVICE, INCLUDING, WITHOUT LIMITATION,911 DIALING. YOU WAIVE ALL CLAIMS OR CAUSES OF ACTION ARISING FROM OR RELATING TO OUR 911 DIALING SERVICE UNLESS THE CLAIMS OR CAUSES OF ACTION ARISE FROM OUR GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT.
ADDITIONALLY, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS TRE GROUP, INC AND ITS AFFILIATES, SUPPLIERS OR AGENTS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES) BY, OR ON BEHALF OF, YOU OR ANY THIRD PARTY OR USER OF THE SERVICES RELATING BUT NOT LIMITED TO THEFOLLOWING: (i) IF YOU ATTEMPT A 911 CALL FROM A LOCATION DIFFERENT FROM THE PREMISES FROM WHICH THE SERVICE IS REGISTERED; (ii) DURING A DISRUPTION OF POWER AT THE PREMISES; (iii) DURING ANY DISRUPTION OF INTERNET CONNECTIVITY TO THE PREMISES; (iv) DURING ANY PERIOD WHERE YOUR SERVICE HAS BEEN CANCELLED OR SUSPENDED FOR ANY REASON (INCLUDING SUSPENSIONS OR CANCELLATIONS FOR FAILURE TO PAY OR OTHER DEFAULT); (v) IF INCORRECT OR INVALID CUSTOMER ADDRESS INFORMATION IS PROVIDED, OR IF SUCH INFORMATION IS NOT UPDATED IN THE EVEN OF A CHANGE IN PRIMARY LOCATION; AND/OR (vi) IF EQUIPMENT PROVIDED TO OR USED BY CUSTOMER IN CONNECTION WITH VOIP SERVICE FAILS TO FUNCTION OR IS IMPROPERLY (OR IS NOT) INSTALLED OR CONFIGURED.
CUSTOMER INFORMATION DISCLOSURE
Authorities are given Customer’s information if the Company suspects that the Services or Equipment are being or have been used for an illegal purpose, the Company may, without prior notification to the Customer, transmit the relevant information to the necessary authorities for investigation and prosecution. The Customer’s identity, address, and calling detail records, as well as any other information in the Company’s possession, may be included in this information. The Company is authorized to forward any such messages and information to these authorities. In addition, the Company will provide information and respond to law enforcement requests, subpoenas, court orders, and the like for any reason that the Company deems appropriate in its sole discretion, including to protect its rights or property, and in the case where failure to disclose the information could result in personal injury or loss of property to the Customer or others.
SERVICES TO OTHER COUNTRIES
Certain limitations or restrictions may be imposed by foreign carriers or regulatory bodies on the portion of the end-to-end international service or facilities they provide, which may limit your ability to utilize the Services. Any limitations or restrictions imposed by foreign carriers or agencies must be followed. When other U.S. or foreign carriers and foreign telecommunications administrations utilize facilities to establish connections to sites not served by the Company’s network, the Company is not accountable for their conduct or omissions. International calls are charged according to the country and city codes you dial. When other U.S. or foreign carriers’ facilities are utilized to establish connections to places not served by the Company’s network, the Company is not responsible for refunds or damages if the calls do not end in the country, city, or area code connected with the dialed number.
NO DIRECTORY LISTING
The phone numbers you receive from us will not be listed in any telephone directories or reverse directories. Any phone numbers you transfer from your local phone company, on the other hand, may be listed.
DIRECTORY CALLS WILL BE CHARGED.
Each call you make to the Company’s directory assistance will be charged to you. The cost varies depending on where you are.
TRANSFER OF NUMBER UPON SERVICE TERMINATION.
If you wish to terminate your Service and transfer your number to another carrier, you must first check that the number has successfully ported before terminating your account. If you cancel your account before receiving confirmation from your new provider that your phone number has been successfully moved, the Company may be unable to port your number out and you may lose our number. If you do not cancel your account after successfully transferring to another provider, the Company may continue to charge you monthly fees for which you will be accountable. The Company will use reasonable efforts to release the telephone number that you ported to the Company and used in connection with your Service provisioned by the Company to your new service provider, if such new service provider is able to accept such number, and provided that your account is completely current, including payment for all charges and applicable Disconnect Fees. If Customer cancels within thirty (30) days of the Activation Date, Customer may not be allowed to port away the telephone number.
DISCONTINUATION/SUSPENSION OF SERVICE.
The Company reserves the right to terminate or suspend the Services at any time for any breach of this Agreement and subject to a written notice, without liability to Customer, if underlying facilities or services required by the Company to provide Services become unavailable or if the price of the underlying services or facilities rises to the point where continued provision of Services becomes commercially unreasonable, per the Company’s sole discretion. You must refund the Company for any reasonable expenditures it incurs in collecting charges owed, including attorneys’ fees. A deposit to renew the Services may be payable and
an installation or service activation fee if you wish to reactivate any or all Services after they have been disconnected. These fees are in addition to any past-due charges or other charges. You agree to discontinue use of the Services, pay any outstanding amounts and return all Company Equipment.
DISPUTE RESOLUTION
Parties shall agree in writing on whether Mediation or Arbitration shall resolve any dispute under this agreement, how the Mediator (s) or Arbitrator(s) shall be appointed and whether or not the Mediator (s) or Arbitrator(s) decisions shall be binding on the Parties.
PAST CONTRACTS
Customer accepts that the Company is not responsible for any fees or penalties related with the termination or cancellation of any existing service contracts or agreements with any other communications service provider.
INTELLECTUAL PROPERTY
Any intellectual property and associated rights owned by the Company are the exclusive property of the Company. You may be granted non-exclusive, non-transferable license to our intellectual property when using the Services.
INDEPENDENT CONTRACTOR
The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby.
NOTICES
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the parties’ addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
CHANGES TO THE AGREEMENT
This agreement may be amended only by Us and we will serve a notice to you on such changes. Continued use of the Service after the changes will be construed as acceptance of the changes. If the Customer does not agree with the changes, they should terminate the Agreement.
NO WAIVER
Our failure to enforce any of this agreement’s terms or conditions should not be considered as a waiver of our right to do so. No waiver by Us of any breach of, or of compliance with, any condition or provision of this agreement by You shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
NON-ASSIGNMENT
You shall not transfer or assign this agreement without our prior written consent. However, we may transfer or assign this agreement or subcontract its obligations hereunder at any time without your consent.
SEVERABILITY
The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
headings
The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.
PRONOUNS
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.
ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement.
GOVERNING LAW
This Agreement shall be governed in all respects by the laws of Brooklyn New York and its Courts without regard to its conflict of law provisions.
CUSTOMER ACKNOWLEDGEMENTS
The Customer acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Customer acknowledges that they have given the Company true and complete information to the best of their knowledge, and have entered into this agreement with the capacity and authority to contract freely and voluntarily.
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