Master Services Agreement ("MSA")

Carolina Digital Phone, Inc. (“Carolina Digital” or “the Company”) shall provide Customer Services listed in the Quote for Services. Pricing is based on the Service Quote and Monthly Recurring Charges (“MRC”) may change from time to time based on additions and other changes made to services being provided. Customers may add additional services to the first Quote signed hereafter referred to as Amendment to the Original Services Quote and all future quotes will have a Service Term based on the first Quote provided and the Service Term stated.

The customer shall pay for, the service indicated on the attached “Services Agreement” in accordance with the following Terms and Conditions: 

1. EFFECTIVE DATE and TERMS: This Agreement shall become effective on the date that the Customer’s signed Service Agreement is accepted by Carolina Digital. Unless otherwise agreed to in writing by Carolina Digital, all services shall be provided for a minimum service term, as indicated on the pages of the Services Agreement, Service Quotes, and Amendments. Such term shall commence on the date upon which the service is made available for use by Customer, and shall continue until the expiration of the term or until this Agreement is otherwise terminated as set forth herein, whichever comes first.  Additional grounds for termination may be further noted in the Services Agreement. Term Agreements give the customer the ability to lock in monthly charges for the term of the Agreement. A “No Term” or “Month-to-Month” Agreement for services is subject to annual and more frequently as needed monthly price increases on services provided.

2.  BILLING and PAYMENT TERMS: The fees for services are as set forth in the attached Services Agreement. All usage-based calls are rated individually and rounded to the nearest penny, with a minimum charge of one cent ($0.01). Billing is typically sent to the Customer on the second business day of each month for Services provided for the previous billing cycle for usage-based services and prepayment for services for the current billing cycle. Additional equipment purchased may be billed at any time during a billing cycle. 

3. BILLING AND FEES. Unless otherwise specified, services are provided and invoices are issued on a monthly basis for actual usage of service and all subscription fees are due in advance of the start of service. In the case of a partial month’s service, the initial invoice shall include any prorated charges for the current month and the first full month of service. Any set-up, installation, or equipment charges shall be paid in advance at the time of, or delivery of, equipment or service. In the event of any dispute regarding a billing invoice, Customer shall notify Carolina Digital in writing within twenty-one (21) calendar days of the invoice date. Thereafter, said invoice shall be deemed to be correct and binding. Payment is due on the date set forth in the invoice as the due date, and if no such date is identified, then no later than 15 days from the date of the invoice. Any amount not paid within twenty-five (25) days after the invoice date shall bear interest commencing on the invoice date and continuing through the date payment is received, at a rate equal to the lesser of 1.5% per month or the highest rate permitted by law. In addition, invoices not paid by the twenty-fifth (25th) day from the invoice date will not be eligible for any quoted volume or term discounts. Customer is responsible for paying the entire amount billed on the invoice, including any reasonable disputed charges, whether or not documented in writing, to Carolina Digital. Any dispute resolved in Customer’s favor shall be credited on Customer’s next invoice. Customer shall not seek legal or equitable remedies, including, but not limited to, injunctive relief, which would require Carolina Digital to continue providing service to Customer. Customers with Toll-Free numbers may be charged a $25 fee per change on each Toll-Free number. Customer will be charged a fee of 5% of the Monthly Recurring Charges (MRC) plus $10.00 per telephone number associated with the account for reactivation of any service which was canceled due to non-payment. Accounts that are sixty (60) days past due will be deactivated and sent to collections and consequently, the Customer shall forfeit all telephone numbers associated with the account.

Customer shall be responsible for payment of any applicable local, state, or federal taxes, fees, and government-imposed charges or surcharges as set forth in the Services Agreement. Customers with flat or set price contracts shall not normally be responsible for paying such taxes, fees and charges in place at the time the contract was executed unless such payments are set forth in the Services Agreement. Customers with other contracts shall normally be responsible for payment of any applicable local, state, or federal taxes, fees, and government-imposed charges or surcharges unless otherwise set forth in the Services Agreement. Carolina Digital may bill any customer for any new or increased taxes, fees, and government-imposed charges or surcharges which take effect after the contract is executed even if the Services Agreement otherwise calls for a flat or set price.

Customer may be subject to various State and Local Sales Taxes on the hardware or other equipment purchased at your service location including such Taxes and government fees that Carolina Digital is required by law to collect from customers on behalf of local and the state government.

4. SERVICE and RATES: Initial rates for the service plan are set forth on the pages of the Proposal or in any separate pricing forms furnished to Customer, except where otherwise required by applicable law or the provisions of this agreement applicable to term plans. Carolina Digital may revise the rates for service from time to time, without prior notice, to reflect changes in regulatory imposed fees, the cost to provide service, service charges, and tariffs, or otherwise. If Carolina Digital revises its rates such that it increases the total cost to Customer, Customer shall have twenty-one (21) days from receipt of the first invoice showing the increase to notify Carolina Digital in writing that it objects to the increase. Carolina Digital shall have fifteen (15) days from receipt of such rejection to notify Customer whether or not it will revoke the revisions. If Carolina Digital does not revoke the revisions within the specified period, Customer shall have ten (10) days from receipt of notice or the expiration of the ten (10) day period to terminate the contract. Any such revisions shall become binding if Customer does not object within twenty-one (21) days of the first invoice or fails to terminate the contract as set forth herein. Carolina Digital reserves the right to move Customer to a different service or rate plan if usage or other criteria are not met for the plan to which Customer has subscribed or in which Customer is currently enrolled.

5. EQUIPMENT: The parties agree that any and all Carolina Digital equipment that is leased, rented, or loaned to the above properties will remain the property of Carolina Digital. Customer shall not permit others to rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any equipment without the prior written consent of Carolina Digital. The equipment shall not be used for any purpose other than that for which Carolina Digital provides it. Customer agrees (which agreement shall survive the expiration or termination of this agreement) to allow Carolina Digital full and complete access to remove its equipment from the property.  Carolina Digital may arrange to ship products or equipment to Customer. Title and risk of loss pass to Customer when Carolina Digital’s designated shipper delivers products to the address Customer specifies. Customer must notify Carolina Digital of obviously damaged or missing items from Customer’s order within three (3) days after the product is installed. Carolina Digital is not responsible for customer-owned and/or managed equipment that is breached and in turn initiates and incurs international or other toll charges regardless of whether such breach arises from its own network or from an outside network.  Customer is responsible for securing their own, self-managed equipment including, but not limited to, phone systems, routers, and firewalls.

6. SERVICE MINIMUM: As certain considerations and discounts were extended based on the service term, as indicated on the pages of the Services Agreement, Customer must maintain all service quantities unless changes are agreed upon by both parties.

7. TERMINATION: In the event of Customer’s early termination of this agreement without cause prior to the expiration of any fixed term, Customer shall pay Carolina Digital all charges for service provided through the effective date of such termination, plus 100% of the balance of the term’s Monthly Recurring Charges (MRC). It is agreed that Carolina Digital’s damages if the services were terminated prior to the expiration of the Agreement Term, would be difficult or impossible to ascertain. Accordingly, the terms of this paragraph are intended as liquidated damages and not as a penalty in the event of early termination. Termination of service shall not relieve Customer of its obligation to pay all fees for service accrued and owing up to and including the date of termination or any other amount payable to Carolina Digital.

8. TERMINATION BY CUSTOMER FOR CAUSE: Customer may terminate the Master Services Agreement if Carolina Digital is in Material Breach of the Agreement. A Material Breach by Carolina Digital is defined as: (1) an interruption of service preventing inbound or outbound calling or (2) dropped calls or poor call quality that materially affects Customer’s ability to conduct its business.  Carolina Digital shall not be in Material Breach unless it has failed to substantially cure the problem within five (5) Business Days of receiving written notice from Customer specifically setting forth the problem(s).  Carolina Digital shall not be in Material Breach if the problem(s) are the result of: (1) Customer’s noncompliance with the provisions of the Terms of Service Agreement, (2) power outage or fluctuation at Customer’s premises, (3) failure of equipment or hardware at Customer’s place of operations, (4) failure or fluctuations of Customer’s internet, (5) circumstances beyond the reasonable control of Carolina Digital, (6) Customer’s inability to access the web-based voice portal or (7) any other factor outside of Carolina Digital’s control.

9. CANCELLATION: Carolina Digital may discontinue service or cancel an application for service, without incurring any liability, for any of the following reasons:

a. Non-payment when due of any sum payable to Carolina Digital for service
b. Violation of any law, rule, or regulation of any governing authority having jurisdiction over the service
c. By order of a court or other governmental or quasi-governmental authority having such jurisdiction
d. In the event service charges exceed the amount of any deposit which Carolina Digital may have required or any established credit limit
e. If Customer provides false or misleading credit information
f. If in the sole discretion of Carolina Digital, Customer’s financial condition has deteriorated or if Customer is involved in any bankruptcy or similar proceeding
g. In the event of any violation giving rise to a right of termination as set forth in Carolina Digital’s Acceptable Use Policy (“AUP”) (Available on Carolina Digital’s website: https://carolinadigitalphone.com/terms). This paragraph shall not operate to limit or waive any other rights Carolina Digital may have.

10. 911 / E911: By entering into this contract, Customer represents, warrants, and agrees that it has read, understood, and accepted, and that it will abide by:

a. The AUP generally
b. The 911 / E911 Notification set forth in the AUP specifically

A copy of that Notification may also be included with the Welcome Letter Customer receives upon ordering the service. The terms of the AUP are incorporated by reference as if fully written herein. In the event of any discrepancy between the AUP and this service order with respect to 911 / E911, the terms of the AUP shall govern. YOU MUST READ AND UNDERSTAND THE LIMITATIONS OF 911 /E911 SERVICE DESCRIBED IN THE AFOREMENTIONED DOCUMENTS.

11. MISCELLANEOUS: Choice of Law / Disputes: This agreement shall be governed by and construed in accordance with the substantive and procedural laws and practices of the State of North Carolina, without giving effect to conflicts of law provisions. Any action commenced hereunder or relating to any express or implied agreements between the parties, shall be brought exclusively in a court of competent jurisdiction in the State of North Carolina. If a dispute arises and Carolina Digital refers this agreement to an attorney for collection, Customer shall pay all costs of investigation, enforcement, and collection, including interest, court costs, fees, and attorney’s fees. Notwithstanding the cancellation or natural expiration of the term of this agreement, and to the fullest extent permitted by law, if Customer has accumulated unpaid charges, Carolina Digital may refuse any request for release or other transfer of Local and Toll-Free numbers to a third party and may reject any request for a change in Toll-Free service to another carrier, including a change request from a Responsible Organization, without liability to Carolina Digital, until such charges are paid in full to the date of termination of service. Carolina Digital reserves the right to re-assign any terminated Toll-Free number(s).

12. WAIVER OF TRIAL BY JURY: The parties hereto hereby knowingly, irrevocably, voluntarily, and intentionally waive any rights to a trial by jury in respect of any action, proceeding, or counterclaim based on this Agreement or arising out of, under, or in connection with this Agreement or any document or instrument executed in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written), or action of any Party hereto. This provision is a material inducement for Carolina Digital and Customer entering into the subject transaction.

13. NON-WAIVER: No provision of this agreement shall be deemed waived, amended, or modified by either Party unless such a waiver, amendment, or modification is in writing, signed by the other Party.

14. AUTHORITY: Each party represents that it has the full right, power, and authority to enter into this agreement and to perform all of the obligations on its part contemplated herein.

15. NOTICES: Except where otherwise stated herein, any notice required or permitted to be given under this agreement shall be in writing and shall be sent to the Customer at the mailing or email address supplied on page 1 of this Proposal and Agreement, and to Carolina Digital Phone at 301 S Elm Street, Suite 601, Greensboro, NC 27401, Attention: Director of Administration. Either party may, at any time, notify the other of a change of address for notices, by giving written notice in accordance with this Paragraph.

16. VARIANCES: The Terms and Conditions of this Agreement shall prevail notwithstanding any variance with the Terms and Conditions of any order submitted by Customer or the terms of any other agreement between Customer and Carolina Digital.

17. SEVERABILITY: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

18. CONSTRUCTION: The parties acknowledge that they have reviewed, and/or had the opportunity to review, the Agreement with counsel, and have had all of its terms explained to them to their full and complete understanding and satisfaction. They further acknowledge that this Agreement is the joint work product of the parties. Accordingly, in the event of ambiguities in this Agreement, no inferences shall be drawn against either party on the basis of authorship of this Agreement.

19. VERIFICATION and CREDIT APPROVAL: Customer shall provide Carolina Digital with credit information as requested. Carolina Digital reserves the right to withhold initiation or implementation of service under this Agreement pending credit review. Carolina Digital may require Customer to make a deposit at any time as a condition to the acceptance of any service order submitted by Customer or as a condition to the continuation of service. Such deposit shall be held by Carolina Digital as security for payment of charges, and Carolina Digital may draw upon such deposit without any notice to Customer immediately when such account becomes past due. At such time as the provision of service to Customer is terminated, the amount of any unapplied deposit shall be credited to the Customer’s account and any credit balance which may remain shall be refunded without interest thereon. In the event Customer’s order is provisioned prior to completion of verification and credit check, said provisioning shall be deemed conditional and may be canceled immediately in the event of an unsatisfactory credit report or failure on the part of Customer to provide a required deposit.

20. LOCAL NUMBER PORTABILITY (LNP): The process of porting numbers must be scheduled in advance in order to provide continuity of service when switching between providers. Carolina Digital will coordinate with you on the timing of the port based on circuit and equipment availability. In the event that the site is not ready for porting unless caused by the connection and equipment provided by Carolina Digital, there may be charges incurred if porting is canceled or supplemental before the number port occurs. A charge of $10.00 per telephone number may be incurred if the port is canceled or supplemental more than 48 hours before the Confirmed Port Date. A charge of $75.00 per telephone number may be incurred if the port is canceled or supplemental within 48 hours before the Confirmed Port Date. A Reinstatement/Snap-Back charge of $400 per telephone number may be incurred if the port is canceled within 24 hours of the Confirmed Port Date or after the port has occurred.

21. NO ASSIGNMENT; ENTIRE AGREEMENT: Customer may not assign this Agreement or resell, sublicense, or transfer any interest in the service without prior written consent from Carolina Digital, which may be withheld at its sole discretion. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective affiliates, successors, and permitted assigns. This Agreement, together with any attachments and the AUP, constitutes the entire agreement and understanding between Customer and Carolina Digital as to the subject matter hereof, and any prior or contemporaneous oral or written understandings, representations, promises, or agreements, and any of those subsequent to this Agreement that does not properly amend it in accordance with the amendment provision herein, are void and of no force and effect. Customer may amend this Agreement only by writing signed by Carolina Digital. This Agreement may be supplemented or amended by Carolina Digital at any time and effective immediately upon notice to Customer, either by mail, email, or publication on Carolina Digital’s website (https://carolinadigitalphone.com/terms-of-service/). If Carolina Digital supplements or amends this Agreement, Customer shall have twenty-one (21) days from receipt of notice as set forth herein to notify Carolina Digital in writing that it objects to the changes. Carolina Digital shall have fifteen (15) days from receipt of such notice to notify Customer whether or not it will revoke the changes. If Carolina Digital does not revoke the changes within the specified period, Customer shall have ten (10) days from receipt of notice or the expiration of the ten (10) day period to terminate the contract. Any such supplements or amendments shall become binding if Customer does not object within twenty-one (21) days of the notice or fails to terminate the contract as set forth herein. Customer is expected to review, understand, and comply with all such terms, and are deemed to have done so upon notice being provided.

22. RENEWAL OF SERVICE: Carolina Digital shall notify Customer in writing of whether or not it intends to renew the current term of the Agreement including the incorporated Service Agreement at least sixty (60) days and no more than one-hundred and eighty (180) days prior to the expiration of the current term (the “Renewal Notice”). The Renewal Notice may include changes to the prices or charges set forth in the Service Agreement. Customer shall have sixty (60) days from receipt of the Renewal Notice to accept or reject the offered renewal including any changes to prices or charges. If Customer does not respond within sixty (60) days of receiving the Renewal Notice, the Master Services Agreement, the incorporated Service Agreement and any amendments to either, including this Amendment, shall renew for an additional term being the same as the initial term at the new prices and charges set forth in the Renewal Notice. If Carolina Digital does not send Customer a Renewal Notice at least sixty (60) days prior to the expiration of the current term, Customer may terminate the Master Services Agreement upon providing sixty (60) days notice to Carolina Digital. If Carolina Digital Phone does not send the Renewal Notice and Customer does not terminate the Master Services Agreement, then the term of the Master Services agreement shall be extended until sixty (60) days after Customer receives a Renewal Notice from Carolina Digital which shall then trigger the time periods set forth above as if it had been sent in a timely manner.