SERVICE PROVIDER MASTER SERVICE AGREEMENT
Last Updated September October 2022
1 Terms.
The terms and conditions in this Master Service Agreement shall be binding between 46 Labs and Customer upon execution of a Service Order, and together with the terms and conditions in each Service Order, any supplemental terms and conditions, including applicable exhibits, Service Schedules (e.g., Infrastructure Services) which are incorporated herein and comprise Customer's agreement with 46 Labs. This Agreement represents the entire agreement between the Parties and supersedes and merges all prior offers, agreements, promises, understandings, statements, representations, warranties, indemnities, and inducements to the making of this Agreement relied upon by either party, whether written or oral, between or among Customer and 46 Labs as well as 46 Labs' agents or employees. In the event of an inconsistency between these documents, the terms and conditions of the documents listed below shall control in the following order of precedence:
1.1 Any mutually agreed upon Service Order or amendment thereto, properly executed by authorized representatives of both 46 Labs and Customer;
1.2 Applicable supplemental terms and conditions, including the Service Schedules, Privacy Policies, and Service Support Agreements;
1.3 This Master Service Agreement and attachments to this MSA;
THIS Master Service AGREEMENT, Service SUPORT AGREEMENT, and Privacy POLICIES ARE ACCESSIBLE ON THE 46 LABS WEBSITE WWW.46LABS.COM AND MAY BE MODIFIED BY 46 LABS AT ANY TIME. PRIOR TO ANY MATERIAL CHANGES TO ANY OF THE AFOREMENTIONED BECOMING EFFECTIVE, 46 LABS WILL NOTIFY CUSTOMER THIRTY DAYS (30) PRIOR. NOTIFICATION OF ANY CHANGE MAY BE IN THE FORM OF AN INVOICE INSERT; BY A MESSAGE ON THE CUSTOMER'S INVOICE; BY POSTCARD OR LETTER; BY 46 LABS' CALLING AND SPEAKING TO CUSTOMER OR LEAVING A MESSAGE FOR CUSTOMER; BY POSTING ON 46 LABS' WEBSITE AT WWW.46LABS.COM; OR BY EMAIL. CUSTOMER SHALL BE BOUND BY CHANGES IMMEDIATELY AFTER THEY BECOME EFFECTIVE.
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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" “SO” or “Service Order” shall mean and refer to any 46 Labs Service Order associated with the Agreement and may include orders on a service order form or requests for changes to service made by a User through the 46 Labs services portal.
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.
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