The CTC-Connect Terms of Service, the CTC-Connect Hosted PBX Service Activation Form, any letter of Agency documents, all attached Exhibits and all applicable tariffs constitute the “Entire Agreement” as made by and between Champaign Telephone Company, with offices located at 1300 S. Neil Street, Champaign, Illinois 61820 (“Provider”), and CTC-Connect customers having accepted CTC-Connect Services by customer signature on the CTC-Connect Service Activation Form. The current/active version of the CTC-Connect Terms of Service form shall remain posted on the Champaign Telephone Company website: www.ctc.biz.

 

In consideration of the promises, mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, Provider and Customer agree as follows:

 

1. Glossary
2. "Champaign Telephone Company, Inc” and any of its affiliates or subsidiaries (aka, SPOC) collectively “CTC", shall mean the “provider” of services.
3. “Customer” shall mean the individual or company representative accepting the terms of this agreement through signature of the acceptance form attached, either via paper copy or electronic/FAX copy.
4. "Website" means the CTC website currently located at http:// CTC.Biz
5. "Working day" means a day other than a Saturday, Sunday or a public holiday in the United States.
6. “CTC-Connect Hosted PBX” means the assembly of retail products and services utilizing physical transport components (WAN), and feature functionality that provide a robust and complete delivery of voice services over Internet Protocol (VoIP) through Customer network structures (LAN) from a centralized virtual PBX platform, owned and managed by Champaign Telephone Company.

 

1. Obligations
2.  CTC-Connect shall provide the agreed upon equipment and IP telephones or adaptors, to Customer in accordance with the Entire Agreement and subject to service delivery schedules.
3. CTC shall implement and support CTC-Connect Hosted PBX service on a normal working day schedule.
4. CTC shall install and continue to maintain associated service delivery hardware for the agreed upon contract term, then month to month until a written notice of termination is provided by the Customer.
5. All service related issues may be reported by calling 217-366-3636, 24-hours per day, 365 days a year.
6. CTC cannot promise that the Services will be error free or without interruption. Our Services may be dependent on services provided or provisioned to Customer or CTC by third party telecommunications or network service providers. CTC is not responsible to Customer for any faults or interruptions caused by third party service providers.
7. All information relating to Customer as collected by CTC in the course of providing the Services shall remain confidential.

 

1. Service Description
2. CTC-Connect Hosted PBX is a service to which Customer subscribes for its telephone services with Champaign Telephone Company (CTC). The Customer receives and CTC supplies dial tone, local, long distance calling services, and Internet access over CTC's digital facilities. All usage is provided at CTC-Connect rates as set forth, and agreed to in the Service Activation Form, attached herein. Customer understands that Customer must maintain a minimum number (3) of virtual voice paths and Internet access per digital facility. Customer also understands that if CTC is not the voice and/or data equipment vendor, Customer's voice and/or data equipment vendor shall be involved in the cutover of services and that vendor may bill Customer directly for work performed.
3. E911
4. CTC-Connect Hosted PBX service provides a flexible and reliable E911 solution for Voice over IP (VoIP) which meets or exceeds all current FCC requirements.
5. Every Customer location is required to provide E911 information, i.e. phone number and address, which are then entered into the National 911 system database by CTC. All information is validated through the national MSAG (Master Street Address Guide), so any invalid addresses will be rejected, within 15 minutes of entry. All CTC-Connect Hosted PBX Customer installations must comply with the current FCC rules and be validated by the National E911centerbefore dial tone is activated for any Customer installation. Customer is also responsible to update this information with CTC-Connect if Customer moves any device to a new location per CTC-Connect E911 Terms and Acceptance at:http://ctc.biz/e911-0, which must be acknowledged by customer approval at the time of installation.
6. Acceptable Use Policy (AUP) as posted at: www.ctc.biz
7. Customer or its users may not use Champaign Telephone Company’s network or services to engage in, foster, or promote illegal, abusive, or irresponsiblebehavior. A full description of the Acceptable Use Policy is posted on the CTC-Connect web site at: http://ctc.biz/acceptable-use-policy.
8. Your services may be suspended or terminated for violation of this AUP in accordance with your services agreement with Champaign Telephone Company (CTC).

 

1. Notices to Hosted PBX Customers Concerning SIP Telephone Appliances
2. SIP/VoIP/OCS products may not work if electrical power to the system is interrupted or if the end user’s telephone services or local area network (“LAN”) is interrupted, depending on the system design and configuration.
3. Note: CTC strongly recommends that customers utilize Uninterruptible Power Supplies (UPS) to support temporary power interruptions. CTC-Connect can provide the UPS systems as part of the “Entire Agreement”, or a Customer may provide and maintain their own UPS.
4. These Products may not provide the location of the phone extension to emergency services (911/E911) depending on the system design and configuration.
5. Note: CTC- Connect shall include Emergency Notification that is validated through the National E911 system database. Once your service is validated, you are in compliance. It is the Customer’s (end-user) responsibility to update E911 address information if a telephone is moved to another location.
6. The end user should consider having at least one of its telephone lines connected to a telephone that is (1) is separate from their system and (2) does not require separate power in order to dial emergency services.
7. Note: A single POTS line provides a lifeline/redundancy for emergencies, safety, unusual applications and overflow.
8. These Products and Licensed Materials are not fault–tolerant and are not designed, manufactured, or intended for any use requiring fail-safe performance in which their failure could lead to death, serious personal injury, severe physical or environmental damage including the operation of aircraft or nuclear facilities (“High Risk Activities”). These products shall not be used for High Risk Activities.
9. By using these Products, the end user acknowledges the hazards covered by these warnings.

 

1. Routine Maintenance and Disclaimer of Equipment Warranty
2. In lieu of any form of warranty, express or implied, CTC shall supply routine maintenance and warranty service of its equipment supplied to Customer without additional charges. This obligation shall not extend to any Customer-owned or landlord-owned wiring or Local Area Network (LAN) equipment. Customer is responsible for payment for any additional services performed outside of routine maintenance and warranty service and understands that these additional services will be subject to current time and material charges.
3. SUBJECT TO THE FOREGOING MAINTENANCE OBLIGATIONS, CTC IS PROVIDING ALL EQUIPMENT AND SERVICE UNDER THIS AGREEMENT ON AN AS IS BASIS. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4. Customers providing equipment and/or requesting special security configurations risk the loss of warranty/labor coverage as CTC may not have access to customer owned equipment, may lack training on the specific brand or model of customer owned equipment or the ability to service software/firmware changes, modifications, or updates. Customers will be responsible for all CTC labor hours, at then current labor rates, for support of system configurations, reconfigurations, troubleshooting and/or resolution of network problems within customer owned equipment that is attached or integrated to CTC-Connect Hosted PBX services, when called upon to support resolution of service related problems.

 

1. Term of Agreement
2. The term of the Entire Agreement shall be selected from these available options as posted on the Service Activation Form:
3. Month to Month                       
4. 1-Year                                     
5. 2-Year                                     
6. 3-Year                                     
7. Unless noted otherwise, the standard contract will be the two year agreement. Discounts apply to longer term agreements and penalties may apply for 1-year or Month to Month agreements.
8. Month to Month rates shall be charged at the current effective rates at the end of any term agreement. Contracted rates shall remain in effect through the end of selected term. The month to month rate is subject to change.
9. Ownership of Equipment
10. CTC is and shall remain the owner of all equipment provided by CTC for use by Customer under the terms and conditions of this Entire Agreement throughout the term of this Agreement and following its termination. Customer shall have rights of ownership to any telephone that has completed 60-months of continuous service. Should the owner elect to own telephones, these telephones would transition to a $2.50 per month per telephone maintenance fee.

 

1. Delivery and Installation
2. CTC shall deliver and install the equipment at the premises as set forth, and agreed to by signature, in the Service Activation Form.
3. In the event that Customer requests or otherwise causes a greater than two-week delay in the installation of equipment or commencement of service once the CTC digital facilities have been delivered, Customer shall be responsible for the agreed upon monthly charges described in this Agreement, to cover the monthly recurring costs incurred by CTC as a result of such delay.
4. Customer shall be invoiced for services and installation based on the quantities and prices agreed to in the Service Activation Form(s).
5. CTC-Connect service agreements do not include structured wiring. Should Customer require additional wiring, Customer shall pay for such additional wiring, splitters, and raceway as may be required, under a separate service installation invoice.

 

1. Customer Obligations
2. Service is provided for the sole use of Customer and persons authorized by Customer to use the service. Customer assumes responsibility for the security of all assigned access numbers and authorization codes, and for maintaining the security of the CTC-owned equipment and all services furnished to Customer that afford remote access, dialing, call completion, and similar capabilities, including, but not limited to, CTC voicemail, and Centrex-type Hosted Services. Customer shall be liable for all misdialed and fraudulent use of toll and other services furnished by CTC or interconnected carriers, including without limitation, fraudulent use of such services by unknown third parties. CTC reserves the right to change access and authorization codes upon notice to Customer.
3. Customer shall prepare the site in accordance with the requirements specified by Provider and outlined below, as applicable:
4. Ethernet Switch. The switch at a minimum, must have 10/100 Full-duplex ports. The switch will need 1 open port for each device being installed (IP Phone, ATA, Other), or Customer may elect to have CTC provide a POE enabled switch for use with IP Phone, ATA or Other)
5. One dedicated CAT-5 or better drop is required per phone. Jack needs to be installed within six feet of where phone is installed.  CTC will provide installation of a CAT-5 or better drop at current rates, but billed under separate invoice. Please see sales person for quote.
6. UPS surge protection with POE LAN switch is strongly recommended.  Should Customer elect to power phone(s) with AC power, the outlet is required to be within six feet of the IP phone.
7. Customer will ensure existing DHCP service on the LAN network will be disabled at the time the CTC-Connect Hosted PBX service is installed.  CTC’s router shall provide DHCP for the phones.
8. Customer must provide a listing of all static IP addresses and hostnames for file servers, wireless routers/access points, printers and fax servers prior to installation, should provider require this information.
9. CTC-Hosted PBX service includes a basic NAT firewall with one public IP address.   Additional charges may apply to integrate customer’s existing firewall and /or to support public applications such as web, mail, VPN’s, etc. with CTC Hosted PBX service.  These additional charges may include programming, IT support, or applicable technicians at current applicable rates, or rates applicable to outside of normal work day schedules. Current applicable rates will be provide upon request..
10. If required for the provision of services, Customer shall provide secure equipment space, supporting structure, conduit, and electrical power without charge to CTC.
11. Customer shall assist CTC with gathering and maintaining valid E911 MSAG (Master Street Address Guide) information for all IP telephones. CTC shall validate and test each line for proper activation at the time of installation, and Customer shall attest acceptance by signature on the E911 Terms and Customer Acceptance Form.
12. Customer's use of Internet access service shall at all times comply with CTC's then current Acceptable Use Policy, as amended by CTC from time-to-time and which is available on CTC's website, http://Connect.ctc.biz. Customer understands that the Internet contains unedited materials, some of which are sexually explicit or may be offensive to you or others. Customer accesses such materials at their own risk. CTC has no control over and accepts no responsibility whatsoever for such materials. In addition, CTC cannot guarantee or warrant that files available for downloading through the Internet will be free from infection or viruses, worms, Trojan horses or other code that may contaminate Customer property and potentially contribute to loss of data profits. In addition, CTC is not responsible for any breach in security, whether by individuals who illegally gain access to the Customer's network or otherwise.

 

1. Risk of Loss
2. CTC, as owner of the equipment, will insure its equipment against loss by fire, flood, explosion, earthquake, tornado, or other major casualty not caused by the negligence of Customer or third parties. Customer shall be responsible for and shall reimburse CTC the replacement cost of all missing equipment and for any damaged equipment caused by Customer negligence or the negligence of others while otherwise on Customer’s premises.

 

1. Billing and Payment
2. Customer is responsible for payment of all charges for services furnished by CTC at the rates specified or referenced in the Entire Agreement, plus all applicable federal, state, and local sales, use, and excise taxes, and other assessments imposed by government agencies in connection with CTC's provision of services to Customer.
3. CTC shall bill Customer monthly for services, with recurring charges being billed in advance and any usage charges being billed in arrears. At CTC's option, payment of nonrecurring service establishment, installation, special construction, and similar charges may be required in advance.
4. CTC-Connect billing may be in the form of an Invoice, or Customer may elect to have credit card billing, which will be automatic. Customer’s CTC-Connect administrators shall have the authority to login to the Customer portal at https://connect.ctc.biz to view account invoices, credits, payments, and refunds.
5. If Customer's payment of all charges billed is not received in full by CTC within thirty (30) calendar days of the date the bill is mailed ("due date"), Customer's payment may be deemed delinquent, at CTC's sole discretion, and Customer shall thereafter be liable for a late payment fee, Subject to a Daily .00417% Fee from Date of Invoice. The Minimum Late Fee is $5.00.

 

1. Discontinuation of Service
2. In the event Customer's bill is delinquent, CTC will provide Customer seven (7) days advanced notice of discontinuance before initiating disconnection procedures. Service may be discontinued on or after the date specified in the notice of discontinuance. Upon Customer's payment ofall outstanding charges, CTC shall release any such restriction; however, CTC shall not be obligated to reinstitute any service unless Customer has cured all breaches and furnished CTC with assurance of timely payment of future charges.

 

1. Disputed Charges
2. Unless Customer provides CTC with written notice of disputed charges within thirty (30) days after the invoice date of the bill in which such charges originally appear, such bill shall be paid in full by Customer. Customer shall not be required to remit payment for the disputed amount during the period of the dispute. However, the undisputed portion of the bill shall thereafter be liable for a late payment fee, subject to a Daily .00417% Fee from Date of Invoice. The Minimum Late Fee is $5.00.
3. Customer may contact CTC-Connect Customer care by dialing 217-366-3636 or email us at billing@connect.ctc.biz.

 

1. Cancellation of Service Prior to Installation
2. In the event Customer cancels service prior to installation, the Customer is liable for a one time, non-recurring charge of $100.00 per CTC digital extension to cover costs incurred by CTC with the order entry, network provisioning, and service provisioning process.

 

1. Early Termination of Service
2. Service furnished by CTC shall be provided for the term specified in the Entire Agreement at the time the service is ordered. Such term shall commence on the service activation date. If, prior to the expiration of the term, Customer wishes to terminate its service in its entirety, Customer shall notify CTC in writing 30 days prior to early termination and shall be liable for an Early Termination Charge as set forth below:
3. Early Termination charges:
4. 100% of any non-recurring, or monthly recurring charges or discounts that were previously waived, reduced or provided as incentives.
5. 100% of the Customer's current monthly usage charges (i.e., monthly recurring charges, non recurring charges, and all minutes of use charges for LD, 800 & International).
6. 100% of the Customer's current monthly charges multiplied by 50% of the number of months remaining in the term of the Agreement.

 

1. Service Term
2. This Agreement is binding and effective upon signature by Customer; however, the service term commences upon activation of Customer's service. Unless either party gives written notice to the other at least thirty (30) days prior to the expiration of the service term of its intent to cancel service as of the expiration of the service term, then the Entire Agreement shall continue in force on a month-to-month basis at CTC's then current month-to-month retail rates.

 

Taxes and Surcharges

1. Taxes, fees, and other similar charges that are assessed by local, state, and federal government agencies on Customer purchases in connection with CTC's provision of service, plus the amount that the Company is permitted by the Federal Communications Commission ("FCC") to bill to the Customer to cover federal Universal Service Fund contributions and other assessments imposed by the FCC in connection with the Company's provision of the services, are exclusive from the rates indicated in the Entire Agreement, and shall be passed on to Customer.

 

1. Limitation of CHAMPAIGN TELEPHONE COMPANY’S Liability

THE LIABILITY OF CTC AND ITS EMPLOYEES AND AGENTS TO CUSTOMER FOR ANY LOSS, INJURY TO PERSON OR PROPERTY, LIABILITY, DAMAGE, OR OTHER HARM OF ANY NATURE THAT IS DUE TO ANY OUTAGE, FAILURE, INADEQUACY, MISTAKE, OMISSION, INTERRUPTION, DELAY, LACK OF SUITABILITY FOR CUSTOMER'S PURPOSES, OR OTHER DEFECT IN CTC'S PROVISION OF SERVICES OR FACILITIES OR TRANSMISSIONS OR ATTEMPTED TRANSMISSIONS OVER SUCH SERVICES OR FACILITIES SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PROPORTIONATE CHARGES FOR THE PERIOD DURING WHICH SUCH OUTAGE, FAILURE, INADEQUACY, MISTAKE, OMISSION, INTERRUPTION, DELAY, OR OTHER DEFECT OCCURRED, IRRESPECTIVE OF WHETHER SUCH LIABILITY IS DUE TO BEACH OF CONTRACT, ACTIVE OR PASSIVE NEGLIGENCE, OR ANY OTHER ACT OR FAILURE TO ACT BY CTC OR ITS EMPLOYEES OR AGENTS.

IF SUCH ERROR OR OMISSION IS CAUSED BY THE GROSS NEGLIGENCE OF CTC, LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE PROPORTIONATE CHARGES FOR THE SERVICE FOR THAT PERIOD, AND PROVIDED THAT NOTHING HEREIN SHALL LIMIT OR BE CONSTRUED AS LIMITING ANY LIABILITY EITHER ARISING OUT OF CTC'S WILLFUL MISCONDUCT, FRAUDULENT MISCONDUCT OR VIOLATIONS OF LAW OR TO THE EXTENT, BUT ONLY TO THE EXTENT, SUCH LIABILITY IS UNLAWFUL OR OTHERWISE UNENFORCEABLE AS CONTRARY TO PUBLIC POLICY.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL CTC OR ITS EMPLOYEES OR AGENTS BE LIABLE FOR ANY OUTAGE, FAILURE, INADEQUACY, MISTAKE, OMISSION, INTERRUPTION, DELAY, OR OTHER DEFECT CAUSED BY CUSTOMER OR BY FACILITIES, SERVICES, OR EQUIPMENT PROVIDED BY CUSTOMER, OTHER COMMUNICATIONS CARRIERS, OR ANY OTHER THIRD PARTY.

CUSTOMER SHALL INDEMNIFY CTC AND ITS EMPLOYEES AND AGENTS AGAINST, AND HOLD CTC AND ITS EMPLOYEES AND AGENTS HARMLESS FROM, ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT.

UNDER NO CIRCUMSTANCES WHATSOEVER SHALL CTC OR ITS EMPLOYEES OR AGENTS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS.

The foregoing limitations of liability and indemnification provisions of the Entire Agreement shall survive any cancellation or other termination of the Entire Agreement.

1. ForceMajeure
2. CTC's performance of any obligation hereunder, shall be excused to the extent such performance is prevented or delayed by an act of, God, war, riot, fire, explosion, accident, government laws, or any other cause beyond the reasonable control of CTC.

 

1. Assignment
2. The Entire Agreement may not be assigned except with the express written consent of CTC, which may be granted or withheld at CTC’s sole discretion.

 

1. Governing Law
2. The Entire Agreement shall be deemed to have been made in the State of Illinois, where service is provided, and shall be interpreted in accordance with the laws of the State of Illinois. In the event of legal action to enforce this Agreement, Customer agrees that the venue for such action shall be Champaign County, Illinois.

 

1. Entire Agreement
2. The CTC-Connect Service Activation Form, the Terms of Service, the Acceptable Use Policy (AUP), any Letter of Agency documents, all attached Exhibits; CTC's effective price lists and terms and conditions for interstate and international telecommunications services as may be modified and published by CTC from time to time, and all applicable tariffs constitute the entire Agreement between Customer and CTC concerning the subject matter hereof and supersede any prior agreements, understandings, representations, or proposals. This Agreement may not be amended in any way except with writing executed by both parties or as explicitly provided herein.
3. In consideration of the mutual agreements contained herein, CHAMPAIGN TELEPHONE COMPANY (CTC) agrees to install on the premises of the Customer Hosted PBX service and/or SIP Trunking services. Customer understands and agrees that all equipment supplied or provided by CTC hereunder remains the property of CTC. Customer does not own such property and is only entitled to the use thereof during the term of this Agreement and only so long as Customer is not in default. As used herein, the term "Agreement" includes the CTC-Connect Hosted PBX Service Activation Form, including all other attachments, or provisions incorporated in the complete contract package. The undersigned Customer acknowledges that they have received, read, and accepted, and agreed to the terms of this Agreement as executed by their duly authorized representative on the date indicated on the Service Activation Form and incorporated by this reference.

 

1. Execution
2. The parties intending to be legally bound shall cause the Entire Agreement to be executed with signature by the Customer’s duly authorized representative on the date indicated on the Service Activation Form and incorporated by this reference.

 

Champaign Telephone Company (Service Provider)