This Master Services Agreement (the “Agreement”) sets out the terms on which True IP Solutions, LLC, a North Carolina limited liability company (“True IP Solutions,” “TIPS,” “we,” or “us”), provides communications, security, and paging products and services (the “Service,” and any device or equipment furnished with it, a “Device”) to a customer (“you” or “Customer”). The specific products and services you receive are identified in your signed quote or order.
Order of precedence
If you and TIPS have entered into a signed Master Services Agreement or a signed quote or order, that signed agreement governs and controls over these published terms to the extent of any conflict. These published terms apply where no signed agreement exists, or where the signed agreement is silent. On matters relating to the Service, these terms control over the general website Terms and Conditions.
1. Emergency Services and 911
TIPS provides 911 dialing with the Service. The following terms describe how it works and the responsibilities of each party.
1.1 Direct dialing
You can dial 911 directly from any station with dialing capability, without first dialing a prefix, access code, or any additional digit.
1.2 On-site notification
Where the system supports it, TIPS configures the Service to send a notification to a location or contact that you designate when a 911 call is placed, so that on-site personnel can respond and assist emergency responders.
1.3 Registered location is your responsibility
911 routing depends on the location information registered for each line and Device. You are responsible for providing, and keeping current, an accurate registered location (the validated street address and, where applicable, the suite, floor, or room) for each line and Device, and for updating it whenever a Device moves. TIPS routes 911 calls to the appropriate local emergency call center based on the registered location. If the registered location for a line or Device is inaccurate, incomplete, or out of date, a 911 call from that line or Device may be misrouted or delayed, and TIPS is not responsible for that result. You agree to indemnify and hold TIPS harmless from claims arising out of an inaccurate, incomplete, or outdated registered location that you provided or failed to update.
1.4 Power, internet, and service outages
911 dialing does not function during a power failure, an internet or broadband outage, or a suspension or disconnection of your account, and it may be affected by network congestion or by the blocking of ports or other acts of your internet or broadband provider. Following an outage you may need to restart or reconfigure a Device before the Service, including 911 dialing, resumes.
1.5 Our responsibility
TIPS will provide the 911 capability described in this section in accordance with applicable Federal Communications Commission rules, including Kari’s Law and the dispatchable-location requirements of Section 506 of the RAY BAUM’S Act. Nothing in this Agreement limits TIPS’s liability for its own gross negligence or willful misconduct, or for a failure by TIPS to provide the 911 capability described in this section. The limitations and the customer indemnity in this section apply to 911 outcomes caused by the matters in Sections 1.3 and 1.4 (your registered location, power, internet, account status, and third-party acts), and not to a failure by TIPS to deliver the capability described here.
1.6 Notify users; alternate arrangements
You should inform the people at your location about the features and limitations of the Service’s 911 dialing. If you are not comfortable with these limitations, you should maintain an alternate means of accessing emergency services.
2. The Service
2.1 Term and renewal
Unless your signed quote states otherwise, the Service is provided on a monthly term that begins when TIPS activates it and renews for successive monthly terms. Either party may decline renewal with at least twenty (20) days notice before the end of the then-current term. Charges already accrued remain payable. Term, renewal, and any early-termination terms in your signed quote control over this section.
2.2 Acceptable use
You will use the Service and any Device only for lawful purposes and in a manner consistent with reasonable business use. You will not use the Service in a way that is unlawful, threatening, abusive, harassing, defamatory, fraudulent, or invasive of another’s privacy, and you will not use it for autodialing, fax or message blasting, or unlawful telemarketing. We may suspend or disconnect the Service if we reasonably determine that it is being used in violation of this section, after notice and a reasonable opportunity to cure where practicable.
2.3 Equipment and license
Any firmware or software provided with the Service or embedded in a Device is licensed to you, not sold, for use only in connection with the Service and only during the term of this Agreement. You will not copy, modify, reverse engineer, resell, or transfer it except as allowed by law or by TIPS in writing. TIPS names, marks, and materials remain the property of TIPS.
2.4 Tampering; theft of service
You will not alter a Device’s electronic identifiers or use the Service in a manner intended to avoid charges. You will notify us promptly if a Device is lost or stolen or if you become aware that the Service is being used without authorization.
2.5 Number transfer
On disconnection, we will release the telephone numbers on your account to your new provider if your account is current and the new provider can accept them.
2.6 Nature of the Service
Events beyond our reasonable control may affect the quality or availability of the Service. We will act in good faith to minimize disruptions and to provide the Service consistent with this Agreement and any service levels in your signed quote.
3. Charges, Payments, and Taxes
3.1 Billing
Charges are billed as described in your signed quote. Unless your quote states otherwise, invoices are due within thirty (30) days. Past-due amounts may bear interest at one and one half percent (1.5%) per month, or the maximum rate allowed by law if less. (Fee terms in this section are carried over from the prior terms and are subject to confirmation.)
3.2 Billing disputes
If you dispute a charge, notify us in writing within a reasonable time after the date of the statement so we can review it. Notices of disputed charges should be sent to True IP Solutions, LLC, Attn: Accounts Receivable, PO Box 100, Hampstead, NC 28443, or accounting@trueipsolutions.com.
3.3 Taxes and regulatory fees
You are responsible for applicable taxes, surcharges, and regulatory fees, including any 911 fees assessed by state or local authorities. If you are tax exempt, provide a valid exemption certificate.
3.4 Disconnection
We may suspend or discontinue the Service for non-payment or for a breach of this Agreement after written notice and a reasonable opportunity to cure. For Service that includes 911 dialing, we will provide notice reasonably in advance of a planned disconnection. Disconnection and any associated fees in your signed quote control over this section.
4. Limitation of Liability; Indemnification; Warranties
4.1 Matters outside our control
The Service relies in part on the public internet and on the facilities and services of third parties. TIPS is not liable for delay, interruption, or degradation caused by matters beyond its reasonable control, including third-party carrier or network failures, your internet or power service, equipment failures, force majeure events, or scheduled maintenance.
4.2 Cap on liability
Except as stated in Section 1.5, and except for liability that cannot be limited under applicable law, TIPS’s total liability arising out of or relating to the Service in any calendar month will not exceed the amount you paid TIPS for the Service in that month. This cap does not apply to TIPS’s gross negligence or willful misconduct. Any different limitation of liability or service-level remedy in your signed quote controls over this section.
4.3 Warranty disclaimer
Except as expressly stated in this Agreement, in your signed quote, or in a manufacturer warranty passed through to you, the Service and any Device are provided without other warranties, express or implied, including implied warranties of merchantability or fitness for a particular purpose, to the extent permitted by law.
4.4 Your indemnification
You will defend and indemnify TIPS against claims arising from your breach of this Agreement, your unlawful or unauthorized use of the Service or a Device, content you transmit, or, as described in Section 1.3, an inaccurate or outdated registered location that you provided or failed to update.
4.5 No third-party beneficiaries
Except as expressly stated, this Agreement does not create rights in anyone who is not a party to it.
5. Equipment Purchases
When you purchase hardware from TIPS, title and risk of loss pass on shipment, except that loss or damage during shipping by a carrier TIPS selects is TIPS’s responsibility; report a damaged item within ten (10) days of receipt. Returns of hardware purchased directly from TIPS may be accepted within thirty (30) days of the invoice date, in original packaging, and may be subject to a restocking fee as stated in your quote. Hardware carries the manufacturer’s warranty passed through to you; software is provided under its applicable license. (Return and restocking terms are carried over from the prior terms and are subject to confirmation.)
6. Privacy, CPNI, and SMS
6.1 Privacy Policy
TIPS handles personal information as described in our Privacy Policy, which is incorporated into this Agreement by reference.
6.2 Customer Proprietary Network Information
TIPS protects Customer Proprietary Network Information (CPNI) as required by Section 222 of the Communications Act and applicable Federal Communications Commission rules, and uses or discloses it only as permitted by law or with your approval.
6.3 SMS messaging
Where the Service includes SMS messaging, the consent and opt-out terms are described in the Privacy Policy. You can opt out of messages at any time as described there.
6.4 Disclosures required by law
TIPS may disclose information when required by applicable law or valid legal process.
7. Dispute Resolution
7.1 Governing law and venue
This Agreement is governed by the laws of the State of North Carolina, without regard to its conflict-of-law provisions.
7.2 Arbitration
Except as provided in Section 7.3, any dispute arising out of or relating to the Service or a Device will be resolved by binding arbitration before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in North Carolina. Claims will be arbitrated individually; each party waives any right to bring or participate in a class action and waives any right to a jury trial. Judgment on the award may be entered in any court of competent jurisdiction.
7.3 Government and public entities; where prohibited by law
Section 7.2 does not apply to a customer that is a government or public entity, and does not apply where applicable law prohibits a pre-dispute binding arbitration agreement, a class-action waiver, or a jury-trial waiver. In those cases, disputes will be resolved in the state or federal courts located in North Carolina, and each party submits to the jurisdiction of those courts.
8. General
8.1 Notices
Legal notices to TIPS should be sent to True IP Solutions, LLC, PO Box 100, Hampstead, NC 28443, with a copy to support@trueipsolutions.com. Notices to you may be sent to the contact information on your account.
8.2 Changes to these terms
TIPS may modify these published terms on at least thirty (30) days notice. TIPS will not change pricing within a committed term; pricing changes outside a committed term require at least thirty (30) days notice. Terms in your signed quote control over this section.
8.3 Assignment
TIPS may assign this Agreement to a successor of all or substantially all of its business or assets. Otherwise, neither party may assign this Agreement without the other’s consent, which will not be unreasonably withheld.
8.4 Severability and survival
If any part of this Agreement is held unenforceable, the rest remains in effect. Provisions that by their nature should survive termination, including those on payment, limitation of liability, indemnification, and dispute resolution, survive.
8.5 Entire agreement
This Agreement, together with your signed quote and the documents referenced here, is the agreement between you and TIPS for the Service, subject to the order of precedence stated above.
Questions about this Agreement can be directed to True IP Solutions at 855-878-8477 or support@trueipsolutions.com.