Customer hereby agrees to this Service Order Agreement (“Agreement”), pursuant to the terms of this Agreement and the Terms of Service which are set forth at https://www.modassystems.com/legal/ .
THE TERMS OF SERVICE WILL BE PROVIDED TO CUSTOMER IN HARD COPY, BY MAIL, BY EMAIL, OR BY FAX, UPON CUSTOMER'S WRITTEN REQUEST. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TERMS OF SERVICE MAY BE MODIFIED BY MODAS SYSTEMS, INC FROM TIME TO TIME, AS DETERMINED BY MODAS SYSTEMS, INC. IN ITS SOLE DISCRETION, AND THAT ANY SUCH MODIFICATION SHALL BE BINDING UPON CUSTOMER.
Customer acknowledges and agrees that it has reviewed the Terms ofService (including with legal counsel and other professional advisors), to the extent it desired to do so, and shall be bound by and adhere to the Terms of Service. cielo, LLC will use reasonable efforts to meet any estimated time lines or due dates for installation of the hardware and provision of the Services, however, installation is subject to cielo, LLC's scheduling and availability, any such stated installation dates are estimated and time shall not be of the essence with respect to the same.
The individual who signs this Agreement on behalf of Customer represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Customer represents and warrants to Modas Systems, Inc. and cielo, LLC that the execution and delivery of the Agreement and the performance of Customer’s obligations here under have been duly authorized and that the Agreement is a valid and legal agreement binding on Customer and enforceable in accordance with its terms.
If this Agreement is a "change" to an existing service being provided by cielo, LLC above, then the fees set forth here in are in addition to the fees set forth in the parties original agreement.
This Agreement will be deemed valid, binding, and enforceable against Customer upon the earlier of the following: (i) signature by Customer of this Agreement (whether or not signed by Modas Systems or cielo, LLC), (ii) acceptance of this Agreement by Customer, or (iii) Customer’s acceptance of the installation of the hardware and use of the Services.
Additional terms are as follows: • Standard term is 36 months. All additions within the term will be made co-terminus • Customer is to notify firstname.lastname@example.org 60 days prior to cancellation of any existing services to arrange proper termination of services.
Termination fees: • Termination without Cause: Following expiration of any applicable Minimum Period, either party to an Agreement may terminate any service provided under a month-to-month service option with sixty (60) days prior written notice. In the event Customer terminates or discontinues any service provided under a term plan with cielo prior to the expiration of the then-current term, Customer shall pay cielo: (1) The monthly recurring charges and minimum monthly usage amount (if applicable) multiplied by the number of months remaining in the service term period.
• Order Cancellation: Customer shall pay an order cancellation fee (a minimum of $250.00 or equivalent to the actual cost of equipment, lines and installation, whichever is greater) should the Customer initiate the cancellation of Customer’s service order associated with a particular SOA prior to test and turn up of the service. The order cancellation fee compensates cielo for the time, money and resources spent to prepare and procure Customer’s service order request associated with a particular SOA. Because there may be circumstances under which cielo may not be able economically to provide or continue to provide services, cielo reserves the right, in such instances, to immediately cancel/discontinue service without liability or further obligations to the Customer. • Late fees: Modas and cielo reserve the right to assess a late fee of the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law for any payment not received within thirty (30) days of invoice. Customer shall be liable for all charges associated with the use of services, including charges that result from theft, abuse or misuse, as well as fraudulent, and/or unauthorized use of such service. All Customer payments to cielo shall be in U.S. currency. • Equipment return: Property to be Returned UponTermination: When any service provided under the Agreement is terminated, all public IP Addresses assigned by cielo to Customer that are associated with the Agreement’s services being terminated shall revert back to cielo, and Customer shall return all cielo property or the property of cielo’s underlying carriers(including but not limited to cielo routers, switches, equipment, facilities and software) to cielo that is associated with the Agreement service being terminated. If the property is not returned and received within sixty (60) days of the service termination date, cielo will bill Customer for the non-returned property within two (2) monthly billing cycles following the service termination date, which Customer shall pay in full, within thirty (30) days of receipt of such bill. • Credit Inquiries/Deposits: Customer authorizes cielo to inquire into Customer’s credit history, including asking consumer reporting agencies and/or other references for Customer credit information. Not withstanding any applicable laws or regulations to the contrary, cielo reserves the right, at its sole discretion and at any time, to (a) refuse to provide the service requested or provisioned under any of the Incorporated Agreements, including any SOAs, or (b) require a non-interest bearing security deposit that will be refunded upon expiration or termination of the MSA or any of the Incorporated Agreements and the payment in full of all outstanding invoices, based on Customer’s credit worthiness. If Customer fails to pay any amount due to cielo under the MSA or any of the Incorporated Agreements, cielo shall have the right, but not the obligation, to apply the security deposit to the outstanding amounts due and may demand, as a condition of continued service, that Customer provide an additional non-interest bearing security deposit.
• Provided Customer Premise Equipment: Equipment maybe provided for rent or purchase by cielo, or as service associated with one of cielo’s underlying carrier partners. All equipment charges will be combined with service charges in Customer’s monthly invoice generated by Modas. (a) Equipment Rental: Equipment rental is subject to the terms and conditions of the SOA. Rental equipment is the property of cielo. Rented equipment is for normal business use only. cielo will repair or replace all rented equipment that has not been damaged or worn due to excessive use or abuse. The customer must contact cielo support at 781-566-0280 or send an email to email@example.com to describe the repair issue and to receive instructions regarding the return and replacement of the equipment. The customer will be billed for any equipment that has been damaged or abused beyond normal use or that was lost or stolen from their premises. The specific method of calculation will depend on the relevant facts but, in general, cielo will calculate the value of such equipment using the “replacement cost” method meaning calculating what it would cost cielo to replace such equipment taking into account the age and useful life of such equipment. (b) Equipment Purchase: All equipment purchased by Customer from Modas and cielo and billed by Modas, will remain Customer’s property upon the expiration of the Agreement. The Customer will be billed for equipment purchases once the equipment has been shipped to the customer. All purchased equipment has a 1-year manufacturer’s warranty. Upon warranty expiration, the customer is responsible for either repairing or purchasing replacement equipment) (c) cielo Property: cielo equipment and the equipment of cielo’s underlying carriers will remain the sole and exclusive property of cielo, its underlying carriers, or cielo’s assignee, as may be applicable. Customer will not tamper with, remove or conceal any cielo equipment, identifying plates, tags or labels. Customer will indemnify, hold harmless and defend cielo and its underlying carriers against any liens placed on cielo equipment or the equipment of cielo’s underlying carriers due to Customer’s action or inaction. Any lien will be discharged by Customer within ten (10) days of notice of filing. Failure to discharge any such lien is a material breach of this Agreement and may result in immediate termination. cielo reserves the right to substitute, change or rearrange any equipment used in delivering services that does not affect the quality, cost or type of services. (d) Property to be Returned UponTermination: When any service provided under the Agreement is terminated, all public IP Addresses assigned by cielo to Customer that are associated with the Agreement’s services being terminated shall revert back to cielo, and Customer shall return all cielo property or the property of cielo’s underlying carriers (including but not limited to cielo routers, switches, equipment, facilities, and software) to cielo that is associated with the Agreement service being terminated. If the property is not returned and received within sixty (60) days of the service termination date, Modas will bill Customer for the non-returned property within two (2) monthly billing cycles following the service termination date, which Customer shall pay in full, within thirty (30) days of receipt of such bill.