MASTER SERVICE AGREEMENT
The following are the terms and conditions of the SERVICE AGREEMENT together with the General Terms and Conditions (the "Agreement" or "Service Agreement") between DNA-AS, INC., a Florida Corporation ("DNA-AS", "we" or "us"), and the Customer signing this Agreement (the "Customer", "you" or "your").
For the consideration exchanged herein and other good and valuable consideration, receipt of which is acknowledged by the parties, DNA-AS and Customer agrees as follows:
Term of Service
This Agreement will commence on the Effective Date and continue until terminated by customer. Service Agreement is set on a month-to-month billing until terminated by customer.
In addition to the General Terms and Conditions posted on www.boxpbx.com/legal, DNA-AS agrees to provide Customer with hosted PBX services for local and long distance telecommunication services, call recording capabilities, and/or any other services selected. In addition, DNA-AS agrees to comply with the Service Level Agreement posted on DNA-AS'S website, www.boxpbx.com ("Website") and specifically at www.boxpbx.com/legal, and which is an exhibit to this Agreement and is hereby incorporated by reference into this Agreement.
Unless set forth herein, prices for DNA-AS Services are listed in the website. Customer accepts that the activation fee is non-refundable and immediately due upon entering into this Agreement. Prices are exclusive of all sales, use and other taxes and government and regulatory fees. Customer is responsible for any pertinent federal, state, municipal, local or government sales, use, excise or other taxes, fees or charges as a result of Customer’s subscription to Service or a relevant later enacted regulation. DNA-AS may request references and other information from Customer to establish creditworthiness. If DNA-AS decides that Customer is not creditworthy, it may request payment in advance.
DNA-AS offers unlimited monthly plans for some of its products and Services. An unlimited plan provides Customer with unlimited calling within continental U.S. and Canada and is subject to the terms and restrictions of the Use Policy set forth below and other restrictions described in this Agreement. If, for any reason, DNA-AS believes that Customer is using the unlimited plan for a prohibited purpose and/or customer call usage violates the Use Policy, then DNA-AS may, in its sole discretion with or without notice, either terminate Customer unlimited plan or immediately convert Customer’s unlimited plan to a metered plan
Payment for the Services rendered will be due and payable at the set date of invoice. Customers shall not offset or credit the invoice amounts without DNA-AS'S prior written approval. No payment by Customer to DNA-AS of any lesser amount than that due to DNA-AS shall be deemed to be other than a payment on account, and no endorsement or statement on any check or in any letter accompanying any check or other payment shall be deemed an accord, satisfaction or payments in full of amounts due DNA-AS. DNA-AS may accept any payment without prejudice to DNA-AS'S right to recover any remaining balance or to pursue any other remedy provided in this Agreement or applicable law. Usage charges will be billed in increments that are rounded up to the nearest minute.
Payments received by DNA-AS after the respective due dates will be subject to interest at the rate of one and one-half percent (1.5%) per month or the maximum allowed by law, whichever is less. DNA-AS shall be entitled to said interest as well as its collections costs and attorney's fees and costs in recovering unpaid amounts.
Payments by check or cash are subject to a $35 administrative fee.
Customer acknowledges that Customer must notify DNA-AS in writing within thirty (30) days after receiving Customer's balance statement if Customer disputes any charges on that statement. Failure to comply with the notice requirement will result in the waiver of Customer's right to dispute the charges.
Payments made to DNA-AS must be in the form of credit card (Visa, MasterCard, Discover, and American Express), bank account information or check. DNA-AS may discontinue acceptance of credit cards from one or more issuers at any time. Customer agrees to notify DNA-AS in writing immediately if the credit card expires, the credit card account is closed, the Customer's billing address changes, or the card is canceled or replaced. DNA-AS will bill all charges, fees and applicable taxes and interest to Customer's credit card or bank account, unless specified otherwise by Customer in writing.
4. Termination or Suspension of Service.
Either party may terminate any Service and/or this Agreement in the event the other party commits a material breach of this Agreement and such breach remains uncured for twenty (20) days following receipt of written notice from the non-breaching party specifying the breach. Also, DNA-AS may terminate any Service and/or this Agreement immediately and without notice if Customer makes any assignments of assets or business for the benefit of creditors, or a trustee or receiver is appointed to conduct its business or affairs. In addition, DNA-AS may immediately suspend any Service and/or terminate any Service and/or this Agreement in the event that Customer fails to pay any amounts due to DNA-AS or Customer violates any of its obligations set forth in the General Terms and Conditions. If any Service is suspended or the Agreement terminated due to non-payment, Customer shall pay to DNA-AS all fees and costs incurred by DNA-AS in collecting such amounts, including, but not limited to, collection costs and attorney's fees. In addition, in the event DNA-AS terminates any Service and/or this Agreement pursuant to this paragraph, Customer shall pay DNA-AS within five (5) business days of termination all amounts owed to DNA-AS for the balance of the Term. Customer shall also pay for all fees and costs incurred by DNA-AS in collecting the foregoing amounts, including collection costs and attorney's fees and costs. These remedies are in addition to all other remedies DNA-AS is entitled to under this Agreement or applicable law.
Customer shall not use the Services and any products used in connection with the Service in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy rights, or any other wrongful conduct.
Customer acknowledges and understands that Service suspension or termination under this Agreement will prevent Customer from using the Services including access to 911 dialing and DNA-AS is not responsible for any claim or damages as a result of this non-accessibility.
General Terms and Conditions/Entire Agreement/Incorporation by Reference
The parties hereby agree and acknowledge that the General Terms and Conditions and SLA located at www.boxpbx.com/legal (the "General Terms and Conditions") are hereby incorporated by reference and made part of this Agreement. The Customer represents and warrants to Company that it has read and understood the General Terms and Conditions. This Agreement, the General Terms and Conditions and all exhibits hereto, including the SLA, and the terms and conditions on the Website contain the entire and only understanding between the parties and supersedes all prior representations, promises or agreements, either written or oral, relating to the subject matter hereof. Any reference in this Agreement to the Website and the General Terms and Conditions shall be limited to that Website content specifically applicable to the Services purchased pursuant to this Agreement, including its attachments.
This Agreement shall be exclusively construed, governed and enforced under the laws of Florida without regard to rules governing conflict of laws that would apply the laws of another jurisdiction.
Advice of Counsel/Fully Understand/Authority/Authorized Representative
The parties hereto each represent and warrant that they have had sufficient time to review this Agreement and the opportunity to consult with an attorney of their choice and that they fully understand all of the terms and legal effect of this Agreement. The individual signing below on behalf of the Customer acknowledges that said individual has the proper authorization from the Customer to enter into this Agreement on behalf of the Customer.
DNA-AS may, from time to time, amend or modify the terms and/or conditions of this Agreement, the General Terms and Conditions located at www.boxpbx.com, the exhibits attached hereto and/or the terms and/or conditions, including the Service Level Agreement ("SLA") posted on the Website. Amendments and modifications to this Agreement will be considered given and effective on the date posted on DNA-AS'S Website, including at www.boxpbx.com, or by written notice to Customer. It is Customer's obligation to ensure that it regularly accesses DNA-AS'S Website and reviews all modifications and amendments. In the event of a conflict between (i) this Agreement and/or the Website and (ii) an exhibit or amendment, the exhibit or amendment shall control.
9. DNA-AS, Inc and/or www.boxpbx.com Non-Solicit Clause
Customer hereby agrees that in way, shape or form has DNA-AS, Inc or any of its owners, managers, shareholders or affiliates have solicited Customer for the purpose of selling DNA-AS, Inc or www.boxpbx.com products and services by suggestive selling or advising customer to move from its existing service provider(s). DNA-AS, Inc reserves the right to discuss its pricing information with customer for the purpose of comparing customer's existing service provider(s) but by no means in soliciting customer to cancel existing contract, products and services with their current service provider(s).