Terms and Agreement

Global Terms

[Updated December 2, 2016]

1. GENERAL

1.1. ACCEPTANCE AND APPLICATION OF TERMS.

These RTMB Technology, Inc. Business Terms and referred to throughout as the “Terms”) form part of a legally binding contract between RTMB Technology, Inc., an illinois corporation (“RTMB”), and the individual or legal entity in whose name RTMB agrees to provide Services (“Customer,” “you,” or “your”). These Terms, and the Customer Agreement generally, govern your acquisition and use of Services and Equipment from RTMB.

PLEASE READ THESE TERMS CAREFULLY BECAUSE THEY AFFECT THE LEGAL RIGHTS BETWEEN YOU AND RTMB BY, AMONG OTHER THINGS, (1) LIMITING RTMB’S LIABILITY TO YOU, (2) REQUIRING ARBITRATION OF CERTAIN DISPUTES AND (3) REQUIRING PAYMENT OF EARLY TERMINATION CHARGES OR DISCONNECT FEES.

THESE TERMS ALSO INCLUDE IMPORTANT INFORMATION REGARDING YOUR ACCESS AND USE OF EMERGENCY SERVICES (i.e., 911 in the United States,  INCLUDING LIMITATIONS RELATIVE TO TRADITIONAL, WIRELINE EMERGENCY SERVICES.

When you accept these Terms in conjunction with ordering Services (for example, by signing a Service Agreement or Service Order that references these Terms, or clicking a box adjacent to an acknowledgement, or agreeing to a quote for monthly services), or when you access or use the Services after you are notified that these Terms apply to the Services, you agree to be bound by these Terms. If the individual who accepts these Terms is acting on behalf of a corporation, company, partnership, organization, association or other legal entity, then that individuals hereby represents and warrants to RTMB that he or she has the authority to bind such entity. IF YOU DO NOT HAVE SUCH AUTHORITY, OR YOU DO NOT AGREE WITH THESE TERMS, THEN YOU SHOULD NOT ACCEPT THESE TERMS AND YOU SHOULD NOT ACCESS OR USE, OR AUTHORIZE ANYONE TO ACCESS OR USE, THE SERVICES.

These Terms shall amend and restate, supersede and replace in their entirety any earlier versions of the RTMB Technology, Inc. “Business Terms and Conditions” previously applicable to your Services, effective as of the date indicated in the introductory note above.

1.2 SERVICE ORDERS AND SERVICE AGREEMENTS.

Customer may order Services or Equipment from time to time by entering into Service Orders with RTMB. Each Service Order will be subject to these Terms and, if Customer enters into a Service Agreement with RTMB, any additional and/or modified terms as the Service Agreement may specify. When Customer enters into its first Service Order or Service Agreement with RTMB, Customer establishes a Customer Agreement with RTMB that has the term (the “Initial Term”) specified in that first Service Order or in the Service Agreement, as applicable, or 36 months if no term is specified. All subsequent Service Orders shall be subject to and coterminous with (i.e., have the same expiration date as) the Customer Agreement. Upon their effectiveness, such Service Orders shall be deemed to amend and become part of the Customer Agreement.

2. SERVICES.

2.1 GENERAL.

RTMB shall, itself or through one or more of its Affiliates, vendors, subcontractors or other service-providers (each, an “RTMB Partner”), provide the Services ordered by Customer from time to time in accordance with the terms and subject to the conditions of the Customer Agreement.

2.2 SUBSCRIPTION SERVICES.

2.2.1 General. RTMB hereby grants Customer the non-exclusive, non-transferable (except as provided herein) right to access and use the Subscription Services ordered by Customer from time to time, together with all related components of the RTMB Platform, during the term of the applicable Service Order, for Customer’s own internal business purposes, subject to the terms and conditions of the Customer Agreement.

2.2.2 User Limits. Customer’s use of Subscription Services is subject to limitations on the number of Agents authorized to use the Services. Unless the Customer Agreement provides otherwise: (a) a specified quantity of Subscription Services in a Service Order limits the number of Agents and corresponding account logins to the specified quantity; (b) an Agent’s login credentials may be used only by the designated Agent until his or her account is reassigned; and (c) an Agent’s account login may be reassigned to a new individual only when replacing a previously authorized Agent who will no longer use the Services. Customer may designate as Agents only individuals over whom Customer has sufficient control (contractual or otherwise) to ensure compliance with these Terms, such as employees and consultants.

2.2.3 Customer Requirements. Customer shall be responsible for ensuring that its Internet connection, any local network equipment, hardware and software used in connection with the Services, and all related configurations (collectively, “Environment”), adhere to the minimum standards and technical requirements specified in applicable Documentation. Customer agrees to: (a) grant RTMB access to Customer’s personnel, facilities and other resources under Customer’s control as RTMB may reasonably request in order to perform its obligations under the Customer Agreement; (b) allow RTMB, upon reasonable request and subject to compliance with Customer’s security policies, to conduct an initial assessment of Customer’s network; and (c) make any adjustments to Customer’s Environment that RTMB reasonably determines necessary to satisfy the minimum technical prerequisites specified in the applicable Documentation.

2.3 IMPLEMENTATION SERVICES.

RTMB shall use commercially reasonable efforts to perform the Implementation Services ordered by Customer as promptly as practicable following Customer’s placement of an order or (if applicable) in accordance with the schedule specified in the Customer Agreement. Implementation Services shall be provided remotely unless Customer’s Support Plan provides for on-site deployment.

2.4 PROFESSIONAL SERVICES.

From time to time, Customer may request, and RTMB may agree to perform, work beyond the scope of the Implementation Services and/or Support Services to be provided by RTMB under the Customer Agreement. The fees for such additional services (“Professional Services”) shall be based on RTMB’s standard time, material and travel rates, unless the parties agree otherwise in writing. Professional Services shall be subject to these Terms and such other terms as the parties may agree in a Statement of Work (“SOW”),. Customer acknowledges that Professional Services are performed on a reasonable efforts basis, and that RTMB cannot guarantee a particular outcome or result.

2.5 TECHNICAL SUPPORT.

RTMB provides technical support for Services to its customers via telephone, e-mail and web chat. Support shall be available during RTMB’s regular business hours, unless otherwise specified in the applicable Support Plan. Customer is entitled to basic Support Services for all Subscription Services free of charge. RTMB may charge Customer (at Professional Service rates) for its time and expenses in investigating and attempting to remedy service issues that are (a) related to Unsupported Services or (b) reasonably diagnosed as problems with Customer’s Environment rather than the Services.

2.6 UNSUPPORTED SERVICES.

Notwithstanding anything the contrary herein, neither RTMB nor any of its designated Affiliates, or Partners shall be required to provide technical support for, and RTMB disclaims all service level commitments, representations and warranties as to the performance of, Services that are either (a) used for a purpose or in a manner inconsistent with the Documentation (for example, as part of an alarm or paging system), (b) used with Unsupported Devices or with supported equipment that does not comply with Section 6.5; or (c) accessed in an Environment for which the Customer has waived a network assessment or failed to make requested adjustments under Section 2.2.3 above (the Services described in clauses (a) through (c) are referred to collectively as “Unsupported Services”).

3. BILLING AND PAYMENT.

3.1 GENERAL.

RTMB or a designated Affiliate shall bill Customer, and Customer shall pay when invoiced, all fees, charges, Taxes and other amounts in respect to Services and Equipment in accordance with this Section 3.

3.2 BILLING.

Unless the Customer Agreement provides otherwise: (a) monthly Service Fees shall be billed in advance of each month’s Service, and toll and other usage charges shall be billed in arrears; (b) billing of Service Fees and other monthly recurring charges shall commence on the date that is seven days after Customer’s order of Subscription Services, or on the date RTMB provisions such Services, whichever is earlier; (c) fees for Implementation and Professional Services and other one-time Service charges shall be billed upon order of the Services; and (d) shipping and related charges shall be billed upon shipment of the Equipment. Service Fees for any additional Subscription Services added during a calendar month shall be pro-rated based on the number of days billed during that month.

FOR AVOIDANCE OF DOUBT, UNLESS THE SERVICE AGREEMENT EXPRESSLY STATES OTHERWISE, BILLING WILL COMMENCE WITHIN SEVEN DAYS OF ORDER. The initial provisioning process, which creates Customer’s unique account and enables Customer to log-in and access the Services, is generally completed within this seven-day period.

3.3 PAYMENT AND CREDIT TERMS.

Unless the Customer Agreement provides otherwise, all amounts due and payable under the Customer Agreement shall be payable via charge to the credit card, or ACH account provided by Customer, and payment is due 15 days from the invoice date (Net 15). All Services provided to Customer on credit shall be subject to RTMB’s review and approval of Customer’s credit, and RTMB, in its reasonable discretion, may discontinue or limit Customer’s credit at any time, require a deposit or bank guarantee, or place a limit on the amount of charges that Customer can incur before making payment. By providing credit card, or ACH account information to RTMB, Customer authorizes RTMB to charge that account for all amounts due and payable hereunder in respect of the Services and Equipment ordered by Customer, and Customer agrees to notify RTMB promptly of any change to such information. Unpaid balances are subject to a late payment charge that accrues from the due date at the rate of 1.5% per month or the maximum amount permitted by applicable law, whichever is less.

3.4 TAXES.

Customer is responsible for paying all taxes, levies, imports, duties, charges, fees or similar governmental assessments, including value-added tax (“VAT”), sales, use, withholding, public utility or universal service taxes or fees, and emergency services surcharges (i.e., 911, E911, 999, etc.) assessed or assessable by any governmental, fiscal or other authority relating to the sale and provision of Services to Customer and Customer’s use of Services (collectively, “Taxes”), other than those assessable against RTMB based solely on its income. RTMB shall invoice Customer for all such Taxes that RTMB reasonably believes it has a legal obligation to collect and remit (or in respect of any obligations that RTMB is permitted to pass on to its customers, as in the case of universal service fund contributions and similar Taxes) under applicable Law, and Customer shall pay all Taxes so invoiced. Any Taxes set forth in a quote or Service Order shall be calculated by RTMB in good faith based on the service address or addresses provided by Customer, but shall be non-binding estimates only. If Customer asserts an exemption from any Taxes, Customer shall deliver to RTMB a valid tax exemption certificate authorized by the appropriate taxing authority, and Customer shall be liable for any Taxes assessed prior to such delivery. In no event shall Customer make any deduction to any amount payable under the Customer Agreement for or on account of any Taxes and withholdings of any nature imposed by any governmental, fiscal or other authority, except as required by law. If Customer is required by Law to make any such deduction, it will (a) first notify RTMB of such obligation, (b) furnish RTMB with receipts evidencing remittance of the money, and (c) pay such additional amounts as are necessary to ensure receipt by RTMB of the full amount that RTMB would have received but for the deduction.

3.5 DISPUTED CHARGES.

Customer agrees to pay all charges due and payable under the Customer Agreement without counter-claim, set-off or deduction, other than amounts disputed in accordance with this Section 3.5. To dispute a charge, Customer shall provide notice by email to claims@RTMBtechnology.com within thirty (30) days of the charge, setting forth the amount in dispute and the basis of the dispute in reasonable detail. Failure to so dispute a charge within such 30-day period shall constitute an irrevocable waiver of Customer’s right to dispute the charge. The parties shall attempt to resolve the dispute in good faith for a period of 30 days from the notice, in accordance with the procedures for Claims under Section 16.2. If any charges remain in dispute at the end of the 30-day period, Customer shall pay the full amount due within 10 days, otherwise RTMB may exercise any available remedies for breach (without regard to any further notice requirement or opportunity for cure under these Terms, which shall be deemed waived).

3.6 THIRD-PARTY SERVICES.

RTMB may offer to bill and collect payment for services (such as broadband, MPLS, etc.) provided to Customer by a third-party provider pursuant to a separate service contract between Customer and such third-party (“Third-Party Services”). Customer authorizes RTMB to bill, collect and remit to the Third-Party Service provider any amounts chargeable for Third-Party Services in accordance with the procedures applicable to Services under this Section 3. Customer acknowledges that: (a) RTMB makes no representations or warranties regarding, and shall have no responsibility or liability whatsoever for, Third-Party Services; (b) RTMB shall not be deemed a reseller of Third-Party Services; and (c) Customer shall look solely to the Third-Party Service provider for any remedies relating thereto.

3.7 SERVICE FEE RATES; PRICING CHANGES.

When RTMB and Customer enter into a Service Order for Customer’s initial order of Subscription Services in a country, the Service Fee rates specified in that Service Order establish the pricing for those Subscription Services in that country, and those rates shall not be increased for the duration of the then-current Term. Subject to the foregoing, RTMB may increase Service Fee rates during any Renewal Term, but no more than five percent (5%) above the rates in effect at the end of the preceding Term, unless (a) RTMB gives Customer notice of such increase at least 60 days prior to the commencement of that Renewal Term or (b) Customer materially reduces its quantity of Subscription Services. RTMB may increase Service Fees for a customer on Month-to-Month Service at any time, up to the then-applicable list prices. Except as provided in this Section 3.7, the rates and pricing for Services and Equipment ordered in a Service Order shall not constitute a commitment of RTMB to offer such rates and pricing for future orders.

3.8 MISCELLANEOUS.

Unless otherwise provided in the Customer Agreement or prohibited by applicable Law:

3.8.1 Refund Policy. All prepaid fees and other payments by Customer under these Terms are non-refundable and non-creditable.

3.8.2 Reactivation Fee. RTMB may charge Customer a fee in order to reactivate Customer’s account following Customer’s termination of Services or RTMB’s termination or suspension of Services due to Customer’s breach.

3.8.3 Promotions. From time to time, RTMB may offer promotional rates or discounts for Services. Any promotion or discount codes must be provided to RTMB at the time Services are ordered. Promotions and discounts may not be used cumulatively or applied retroactively, and may be changed or discontinued by RTMB at any time in its sole discretion. In no event shall promotional pricing be guaranteed for a term longer than the term for which Customer has ordered the Services. Any promotional shipping rates (e.g. free shipping) provided in a Service Order shall only apply to the units of Equipment ordered in that Service Order.

4. TERM AND RENEWAL

4.1 INITIAL TERM.

The Customer Agreement shall become effective upon initial execution of the initial Service Order or Service Agreement, as applicable, and shall remain in effect through the last day of the Initial Term as provided in writing or if not specified 24 months, subject to automatic renewal or continuation under Section 4.2, and unless terminated sooner under Section 5.1.

4.2 RENEWAL.

At the end of the Initial Term and each Renewal Term (as defined below), the Customer Agreement (including all Service Orders then in effect) shall be renewed automatically and continue in effect for an additional term of twelve (12) months (each, a “Renewal Term“), unless (a) either party gives notice of its election to terminate the Customer Agreement or any of the Services thereunder or (b) Customer gives notice of its election to continue the Services on a month-to-month basis (i.e. for automatically renewing, successive, one-month terms) at the list price for such Services (“Month-to-Month Service”), with notice in each case given at least 30 days prior to the end of the Term. Service Fee rates are subject to increase after the Initial Term as provided in Section 3.7. 
Notwithstanding the foregoing, if the parties have entered into non-coterminous Service Orders, the renewal provisions of this Section 4.2 shall be applied separately to each set of coterminous Service Orders.

5. TERMINATION AND SUSPENSION

5.1 TERMINATION.

Except as other provided in the Customer Agreement or prohibited by law, a party may terminate the Customer Agreement or any or all Services thereunder by giving notice to the other party as follows:

5.1.1 Month-To-Month Service. If Customer is on Month-to-Month Service, either party may terminate the Customer Agreement or any Services thereunder at any time. The termination shall be effective on the last day of the next calendar month after the notice was given, or such later date as may be specified in the notice.

5.1.2 Material Breach. Either party may terminate the Customer Agreement and all Services thereunder in the event of a material breach by the other party, provided such breach (if capable of cure) is not cured within 30 days’ notice thereof by the non-breaching party. For avoidance of doubt, a material breach hereunder shall include (a) Customer’s failure to make timely payment hereunder (subject to Section 3.5 above)

5.1.3 Bankruptcy, etc. Either party may terminate immediately the Customer Agreement and all Services thereunder if (i) the other party dissolves or becomes insolvent or bankrupt, (ii) the other party makes any assignment for the benefit of creditors or (iii) any bankruptcy, reorganization, insolvency or similar proceedings is instituted by or against the other party and not dismissed within 30 days.

5.1.4 Compliance with Law. RTMB may terminate Services provided to a Customer Location if RTMB determines, in good faith, such termination is necessary to comply with a court order or other Law applicable to Services at that Customer Location, provided RTMB shall refund any unused prepaid Service Fees in respect of the terminated Services.

5.1.5 For Convenience. Customer may terminate the Customer Agreement or any Services thereunder, for any reason or for no reason, at any time during the Initial Term or a Renewal Term by giving 30 days’ written notice, provided Customer shall be liable for any early termination charges under Section 5.2 below.

5.2 EARLY TERMINATION AND RELATED CHARGES.

5.2.1 General. All payment obligations under the Customer Agreement are non-cancellable, and quantities ordered cannot be decreased during the relevant Term, except as expressly provided in this Section 5 or elsewhere in the Customer Agreement.

5.2.2 Early Termination Charges. If the Customer Agreement and/or any of the Services ordered thereunder are cancelled or terminated by Customer for convenience, or by RTMB due to Customer’s breach, before the end of the Initial Term or then-current Renewal Term (as applicable), Customer shall pay RTMB immediately upon termination an early termination charge equal to the monthly recurring charges associated with the terminated Service(s) (including Service Fees and applicable Taxes, but excluding any Regulatory Fees), multiplied by the number of months then remaining in the terminated Term. Any reduction in the number of lines, seats or other units of Service or downgrading of Services (for example, to a Service Plan with a reduced monthly Service Fee base rate) shall be treated as a termination of Service for purposes of this paragraph, and the early termination charge shall be calculated based on the reduction in monthly recurring charges attributable to such reduction or downgrading. CUSTOMER ACKNOWLEDGES THAT THE SERVICE FEE RATES OFFERED TO CUSTOMER ARE BASED UPON CUSTOMER’S AGREEMENT TO PAY EARLY TERMINATION CHARGES HEREUNDER AND WOULD HAVE BEEN SUBSTANTIALLY HIGHER ABSENT SUCH AGREEMENT.

5.2.3 Disconnect Fees and Other Charges. The early termination charges in this Section 5.2 shall not apply to any Services that are subject to promotional terms that expressly waive, in writing, early termination charges or provide for disconnect fees to be paid in lieu of such charges. If such terms apply, Customer shall pay the disconnect fees set forth in Annex 3 (Fees and Charges) to these Terms in lieu of any early termination charges that would otherwise apply. Notwithstanding anything to the contrary herein, upon early termination of Services, Customer shall also be liable for payment in full of the unpaid balance under an RTMB Extended Payment Plan or similar financing arrangement as provided in Annex 3 (Fees and Charges).

5.3 SUSPENSION OF SERVICE.

Without limiting RTMB’s rights or remedies hereunder, RTMB may suspend some or all Services if RTMB determines, in its reasonable judgement, that the Services are being used (a) in a fraudulent or illegal manner or (b) in a manner that is likely to (i) disrupt or compromise the integrity or security of the RTMB Platform, the network of RTMB or any RTMB Partner, or the privacy of any RTMB customers or (ii) cause imminent and material damage to RTMB or any RTMB Partner, but only for as long as reasonably necessary to mitigate the risk of such harm. RTMB shall notify Customer in advance of such suspension, if practicable, and otherwise promptly thereafter. Suspension of Services shall not release Customer from its obligations under the Customer Agreement; provided, Customer shall receive credit for the full suspension period if Customer is determined not to have breached the Customer Agreement.

6. EQUIPMENT AND SHIPPING

6.1 GENERAL; SHIPPING.

Customer may order Equipment from RTMB from time to time for use with the Services by entering into Service Orders with RTMB. Customer shall pay all shipping and related charges unless otherwise stated in a Service Agreement. All Equipment shipments are F.C.A. (free carrier), and title and risk of loss or damage shall pass to Customer upon delivery to the carrier. Customer shall be deemed the importer of Equipment for all purposes, and shall be liable for any applicable customs, import/export duties, clearance charges and other Taxes (including VAT), in connection with international shipments. RTMB may refer Customer to a local or regional Equipment vendor for Customer Locations outside the Primary Market.

6.2 WARRANTY AND RETURNS.

RTMB shall pass through to Customer a 12-month warranty on Equipment (or, if applicable any extended warranty procured by RTMB), if permitted by the manufacturer. RTMB will replace defective Equipment covered by warranty at no charge and will pay the return shipping costs, provided Customer Returns Equipment in its original packaging or equivalent and obtains a return authorization number from RTMB prior to returning Equipment

6.3 LOST, STOLEN, ALTERED OR BROKEN EQUIPMENT.

During the Term, Customer shall not modify the Equipment in any manner without the express written consent of RTMB and shall only use the Equipment in connection with the Services. Customer shall be responsible for all lost, stolen or broken equipment (except to the extent covered by warranty) and shall promptly notify RTMB of any such loss or theft and cooperate with RTMB as reasonably requested to prevent unauthorized use of lost or stolen Equipment.

6.5 UNSUPPORTED DEVICES, ETC.

Customer shall be responsible for ensuring that any Equipment acquired from a third-party vendor is in reasonable working condition and configured in accordance with RTMB’s technical requirements. Customer shall not access or use the Services with any equipment or devices other than supported Equipment, without RTMB’s consent. RTMB shall have no liability whatsoever for Customer’s access or use of the Services with any equipment or device that is not supported by RTMB (an “Unsupported Device”), even if RTMB has consented to Customer’s use of such device.