...
2.1 "46 Labs" shall mean 46 Labs, its subsidiaries and affiliate companies.
2.2 "Affiliate" shall mean, with respect to a specified entity, (i) an entity that directly or indirectly, through one or more intermediaries, owns more than 50% of the outstanding voting securities of the company; or (ii) an entity that directly or indirectly through one or more intermediaries, is controlled by the company, in each case where the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract interest or otherwise.
2.3 "Agreement" shall mean and refer to the collective agreements between the parties including this MSA, all associated Service Schedules and Service Orders.
2.4 "Amendment" shall mean a written amendment, executed by both Parties, to the MSA or any Service Order associated with this Agreement.
2.5 "AUP" or "Acceptable Use Policy" shall mean and refer to the acceptable use policy incorporated into this MSA as Attachment 1.
2.6 "Billing Disputes" shall be as described in Section 5.
2.7 "Confidential Information" shall mean and include 46 Labs pricing, trade secrets as defined under applicable law, and all information, whether provided in writing, orally, visually, electronically or by other means, whether or not marked as "confidential" or "proprietary," related to the Services or business of 46 Labs, including, but not limited to, the terms and conditions of the Agreement. Confidential Information shall not include information (a) already lawfully known to or independently developed by Customer as evidenced by its written records, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from third parties without any obligation of confidentiality.
2.8 "Credit Card Surcharge" shall mean the three percent (3%) surcharge applied to the total amount paid by Customer if they elect to pay by credit card.
2.9 "Customer" shall be the party using the Service as further described in an accompanying SO and SS.
2.10 "CPE" or "Customer Provided Equipment" shall mean equipment provided, purchased, or managed by the customer as part of the delivery of Services under this Agreement.
2.11 "Early Termination Liability" or "ETL" shall mean:
...
2.12 "Indemnified Party" shall mean the party to this Agreement seeking Indemnification under Section 10 by reason of having a claim made against it.
2.13 "Indemnifying Party" shall mean the party responsible for providing indemnification under Section 10.
2.14 "Infrastructure Services" shall mean and refer to the managed data and device services as described in the Infrastructure Services Schedule attached hereto.
2.15 "Monthly Recurring Charge" or "MRC" shall mean fees for Services that are fixed in amount and not dependent on usage.
2.16 "Monthly Usage Charge" or "MUC" shall mean fees for services that are variable in amount and are based on Customer usage.
2.17 "MSA" shall refer to and mean this Master Service Agreement.
2.18 "Non-recurring Charge" or "NRC" shall mean one-time fees for a discrete service as described the applicable SO and may include professional services, set-up, installation, upgrade, relocation, or other such onetime, non-refundable charges.
2.19 "Normal Usage" shall mean less than two-thousand five hundred (2,500) inbound, outbound or toll free local or long-distance minutes or text messages in aggregate per month per subscriber line, SIP trunk, hosted seat, PRI/T-1 trunk/DS0 or analog line. By way of example only, a Customer who contracts for 50 sip trunks, if the Customer's total monthly local/long distance inbound minutes or local/long distance outbound minutes (as applicable) exceeds 125,000 minutes / per month (2,500 minutes/sip trunk x 50 trunks) that would be considered in excess of Normal Usage.
2.20 "Privacy Policy" or "PP" shall mean and refer to the Carrier Services Privacy Policy available at www.46labs.com.
2.21 "Regulatory Change" shall mean to the imposition of new regulations, modifications of existing regulations, new interpretation, application, or enforcement of, or exercise of authority related to, any regulation or finding of any federal, state and/or local regulatory agency, legislative body, or a court of competent jurisdiction, including, without limitation, the imposition of any fees, surcharges, and/or taxes in reliance on or because of the same.
2.22 "Service" shall refer to the 46 Labs data, device and management services and all associated software applications, hardware, documentation, or equipment supplied by 46 Labs, or a third-party by the direction of 46 Labs, in addition to the Services described in the SO.
2.23 "Service Level Agreement" or "SLA" shall mean the terms and conditions for service outages as described in Attachment 2.
2.24 "SS" or "Service Schedule" shall mean and refer to the terms and conditions for the specific products and services as described in any applicable SO.
2.25 "Service Credit" refers to a credit for a service failure as further described in the SLA.
2.26 "SO" or "Service Order" shall mean and refer to any 46 Labs Service Order associated with the Agreement.
2.27 "Service Order Term" shall have the meaning and duration as set forth in the associated SO.
2.28 "Support Service Agreement" or "SSA" shall mean and refer to the Service Support Agreement available for review at www.46labs.com.
2.29 "Start of Service Date" shall mean the date the Services are installed at the requested customer installation location, accessible through the 46 Labs Customer portal and available to the Customer for use.
2.30 "Tax Exempt Document" shall mean the Customer provided tax-exempt certification showing proof they are not subject sales, use, or regulatory taxes.
2.31 "Term" shall have the meaning set forth in Section 12.
2.32 "User" shall mean the Customer and their authorized end-users of the Services.
...