Terms of Service (TOS)

These Terms of Service (“TOS”) describe the contractual agreement between us, New Horizon Communications Corp. (“NHC” or “Company”) and you, the Customer (“Customer”).

Application of Terms of Service: 

These TOS are incorporated by reference into the Master Service Agreement (“MSA”) and Service Order Addendum(s) (“SOA”) between New Horizon Communications Corp. (“NHC”) and Customer, which set forth the specific additional terms and the specific services that Customer has ordered and contracted for with NHC, respectively. If there is any conflict between the rates, terms, and conditions set forth in the applicable NHC tariff, the SOA, the TOS, the MSA (including any addendum or attachment to the MSA), or any Service Level Agreement (“SLA”) entered into with the Customer, the following order of precedence shall apply: the terms and conditions of the applicable publicly filed tariff with state regulatory agencies (“State PUCs”) and/or with the Federal Communications Commission (the “FCC,” and together with State PUCs, “Governmental Authorities”) shall have first precedence; any addendum or attachment to the MSA shall have second precedence; the TOS shall have third precedence; the MSA and/or SOA shall have fourth precedence, unless otherwise specified in the MSA or SOA; and then the SLA shall have fifth precedence, unless otherwise specified in the MSA or SOA.

Services:

(a) NHC agrees to provide Customer the services, managed services, equipment, software, cloud-based services, subscriptions, licenses, and other technology solutions described in each SOA (the “Services”). NHC reserves the right, in its sole reasonable discretion, to reject any MSA, Addendum, or SOA(s) prior to NHC’s signature. NHC will use commercially reasonable efforts to install the Services ordered under the applicable SOA(s); however, NHC does not guarantee that the Services will be installed or provisioned by Customer’s desired installation date. During the term of any SOA(s), NHC reserves the right to modify pricing as set forth in the SOA(s) or elsewhere upon thirty (30) days’ prior written notice to Customer (which notice may be provided by email to the notice address set forth in the MSA or SOA). In such event, Customer may terminate the affected Service(s) by providing written notice to NHC during such thirty (30) day notice period. Service descriptions contained in any SOA define the commercial scope of the Services only and shall not limit NHC’s operational or technical discretion. NHC may make reasonable adjustments to the manner in which the Services are delivered due to technical, vendor, or operational requirements, provided such adjustments do not materially reduce Customer’s use of the Services.

(b) Managed Services. Where Customer purchases Managed Services, NHC may furnish, configure, monitor, administer, maintain, repair, replace, update, secure, and otherwise manage the Equipment, software, cloud platforms, virtual appliances, licenses, circuits, and other technology necessary to provide the applicable Services. Managed Services are intended to provide ongoing operational support, monitoring, maintenance, technical administration, lifecycle management, and optimization of the Services purchased by Customer.

(i) Customer authorizes NHC to remotely access, configure, monitor, administer, maintain, and otherwise manage supported systems, Equipment, software, cloud platforms, and related technology as reasonably necessary to provide the Managed Services.

(ii) In providing the Managed Services, NHC may utilize commercially reasonable monitoring, management, automation, security, artificial intelligence, and support technologies. Customer acknowledges that Managed Services are intended to improve operational performance, service availability, and security, but do not guarantee uninterrupted operation, uninterrupted Service availability, detection of every operational event, or prevention of every equipment failure, software defect, cybersecurity incident, or third-party service interruption.

(iii) Customer shall provide and maintain reasonable access to applicable Equipment, systems, facilities, credentials, connectivity, power, environmental conditions, and other technical requirements reasonably necessary for NHC to provide the Managed Services. Customer acknowledges that changes to Customer’s network, third-party services, security policies, internet connectivity, or operating environment may affect NHC’s ability to perform certain Managed Services.

(iv) NHC may utilize, replace, upgrade, or substitute functionally comparable hardware, software, cloud platforms, manufacturers, vendors, licensors, monitoring technologies, underlying carriers, or other service delivery components where reasonably necessary to maintain, improve, secure, or continue the Managed Services, provided such changes do not materially reduce the intended functionality of the applicable Services.

(c) Fixed Wireless (Starlink/Peplink) – Service Description:

(i) Download speeds across all fixed plans are 25–220 Mbps, with most users typically receiving over 100 Mbps, it being agreed by Customer that such speeds are only targets, and NHC shall use commercially reasonable efforts to achieve such speeds.

(ii) Upload speeds are typically 5–20 Mbps, it being agreed by Customer that such speeds are only targets, and NHC shall use commercially reasonable efforts to achieve such speeds.

(iii) Priority Data. When a Customer’s Priority data allocation is consumed, service is rate-limited to up to 1 Mbps download and 0.5 Mbps upload for the remainder of the billing period.

(iv) IP Addressing. Static IP addresses are not available for this Service.

(v) Authorized Peplink & Starlink Solution Provider: NHC is an authorized solution provider for Peplink (multi-WAN SD-WAN routers and management) and Starlink (fixed wireless service, including Local Priority). As integrator of record, NHC designs, provisions, and supports combined solutions, including antenna placement, mounting, cabling, Peplink router configuration (e.g., WAN priorities, health checks, SIM/eSIM profiles), and ongoing service coordination with underlying providers. Underlying provider terms and pricing that are identified as passthrough (e.g., Starlink Local Priority) are billed as-is and may change per Section 4(b) below.

Changes to Terms of Service: 

NHC reserves the right to change the TOS as described in this paragraph. Any changes will become effective 30 days after the change is posted on the following website (http://www.nhcgrp.com/tos/). NHC will provide the Customer with notice of any change which materially affects the Customer’s services with NHC. If the change to the TOS materially adversely affects the Customer’s use of NHC services, and NHC cannot reasonably mitigate the impact on the services, then Customer may terminate the service upon thirty (30) days prior notice to NHC and without further obligation after the expiration of the thirty (30) day notice period. The Customer’s continued use of the Services constitutes acceptance of any such changes; provided that, Customer has received a specific notice of material changes to these TOS at the email address associated with Customer’s account, which shall set forth the effective date of such material changes. Receipt of the notice shall be deemed effective upon the date NHC sends the notice if before 5pm eastern time, or the next business day if after 5pm. It is Customer’s responsibility to maintain a current email address to receive notices pursuant to these TOS, the relevant MSA and SOA, and for other purposes.

Rates and Charges 

(a) Rates: Rates for Services are defined in the relevant SOA(s) or in these TOS.

(b) Rate Adjustments: 

(i) NHC may impose on Customer additional regulatory fees; administrative charges; and charges, fees, or surcharges for the costs NHC incurs in complying with governmental programs. These fees, charges or surcharges may include state and federal Universal Service Fund (“USF”) fees, Compensation to Payphone Providers, Telephone Relay Service, or Gross Receipts surcharges, and the amounts may vary. If a Governmental Authority requires that NHC contribute to a USF based on Services that NHC in good faith has treated as exempt, NHC will bill Customer the USF fees for such Services beginning on the date the Governmental Authority establishes that such Services became subject to USF contributions.
(ii) NHC reserves the right to adjust pricing where changes in scope, vendor costs, or technical requirements materially impact delivery cost.
(iii) Starlink Local Priority fees are passthrough charges from Starlink (SpaceX) and are subject to change. Such changes may be reflected on Customer invoices without additional amendment to the SOA.

(c) Taxes: NHC’s rates and charges for Services do not include taxes. Customer shall not deduct, offset, withhold or otherwise lessen the rates and charges for Services to account for taxes that are the responsibility of the Customer. Customer will pay all taxes, including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, state, or national taxes or charges imposed on, or based upon, the provision, sale or use of the Services. Customer will not deduct any withholding taxes (or taxes deducted at the source) from any invoiced amounts. Customer will not be responsible for payment of NHC’s direct income taxes, employment taxes, and any other tax to the extent that Customer demonstrates a legitimate exemption under applicable law. Additional information on the taxes, fees, charges, and surcharges collected by NHC is included in Section 44.

(d) Installation Pricing and Amortization: Installation, site visit, and materials pricing are to be determined based on a site survey. Upon NHC written approval, installation fees may be amortized over the contract term and billed as recurring charges.

Term Commitment and Service Start Date:

Customer agrees to receive the Services as specified in each SOA for the duration of the term(s) specified in the associated SOA. The initial term of Services provided pursuant to each SOA will automatically renew for successive one (1) year periods unless Customer notifies NHC, in writing, of Customer’s desire not to renew at least ninety (90) days prior to the expiration of the then current term, or as otherwise set forth in the SOA. The term of any SOA will commence on the “Service Start Date.” The “Service Start Date” shall mean the date when NHC tests and initiates the Services associated with the SOA and notifies the Customer that service has been initiated. On the Service Start Date, NHC will begin billing Customer for such Services.

NHC is not responsible for any delays that impede the Customer’s ability to use the installed Services, including but not limited to, delays requested by the Customer or caused by third party delays incurred because of problems connecting the installed service to the Customer’s LAN, WAN, PBX, or other customer premise equipment (“CPE”) by Customer or third party. Customer will bear the costs of any additional apparatus reasonably required to be installed because of the use of NHC’s network or facilities. Except as set forth in NHC’s applicable tariff(s) or a SOA, the minimum period for Services provided is ninety (90) days (“Minimum Period”).

Termination without Cause:

Following expiration of any applicable Minimum Period, either party to a SOA may terminate any Service(s) provided under a month-to-month service option with sixty (60) days prior written notice. In the event Customer terminates or discontinues any Service(s) provided under a term plan with NHC prior to the expiration of the then current term, Customer shall pay NHC: the monthly recurring charges and minimum monthly usage amount (if applicable) multiplied by the number of months remaining in the service term period (the “Early Termination Charge.”).  

Termination for Cause:

Customer shall be in default of an Agreement if: 

(a) Customer shall be in default of its MSA and the applicable SOA if: 

(i) Customer fails to pay any undisputed amount due hereunder within thirty (30) days of the payment due date;

(ii) Customer provides inaccurate, false, or otherwise misleading information in its application for Service;

(iii) Customer utilizes NHC’s Services for any unlawful purpose or for any other purpose than that for which the service is intended; or 

(iv) Customer violates any provision of the NHC Acceptable Use Policy (“AUP”), as amended from time to time, (http://www.nhcgrp.com/privacy-legal-notices/).  

(b) Termination of Service:
(i) If Customer fails to remedy any default set forth in Section 7(a) above within thirty (30) days of receipt of a notice of default by NHC, NHC may disconnect service, without further notice or liability.
(ii) Upon termination of service, NHC shall reclaim all NHC owned IP addresses, all public IP addresses assigned by NHC to the Customer, and the Customer shall also be liable for early termination fees as calculated in Section 6 above. If Service is disconnected but can be restored, NHC will only do so at the Customer’s written request after any outstanding unpaid charges, including a minimum $500.00 restoration charge and any charges pursuant to Section 7(c) below, are paid by Customer.

(c) In the case of Termination for Cause, the Customer shall be responsible for the costs of all outstanding charges as of the date of the termination. The Customer shall also be responsible for the return to NHC of any equipment provided to the Customer by NHC. The Customer may also be liable for reasonable costs and attorney’s fees associated with the collection of any overdue balances due to NHC. Any such charges will be due within 30 days of the date of the notice of termination or the date of termination whichever is later. 

Order Cancellation

Should the Customer initiate the cancellation of Customer’s Service order associated with a particular SOA prior to test and turn up of the Services, Customer shall pay an order cancellation fee (a minimum of $250.00 or equivalent to the actual cost of equipment, lines, and installation, whichever is greater). Customer shall be responsible for any charges imposed by an underlying carrier arising out of any delay or inability of the carrier to install services ordered by Customer which delay is caused by the Customer or third party (Customer Not Ready (“CNR”) charges). Upon the discovery by NHC of circumstances under which NHC is not able to provide the Services to Customer, NHC reserves the right, in such instances, to immediately cancel/discontinue service order(s) without liability or further obligations to the Customer.

Payments:

Customer shall pay all charges included in the monthly invoice, including service charges and fees as set forth in each SOA, including, but not limited to, nonrecurring incidental charges (such as charges associated with installation, line maintenance, expedites, moves, adds, changes, deletions, and cancellations), equipment purchases, surcharges, regulatory fees, taxes, and other charges required by law, within thirty (30) days from the date of the invoice. The initial invoice for all NHC services is inclusive of pro-rated charges from the date of service activation, applied one month in advance for voice, hardware, and security services, and two months in advance for data and Internet services. Charges for maintenance and repair shall be billed to Customer pursuant to the “NHC Maintenance and Repair Program Surcharge” and any applicable tariffs. Customer will indemnify NHC for any and all costs, claims, taxes, charges, and surcharges levied against NHC relative to a proof of exemption that Customer provides NHC. Customer shall pay all service charges promptly upon the completion of installation for each specified service associated with each SOA. For the avoidance of any doubt, for installations associated with a Service provided under a SOA that includes multiple locations or an installation process that is phased in over a period of time, Customer shall pay service charges promptly upon the completion of each installation for each specified service associated with each SOA at each particular location, or upon the conclusion of each phase of the installation process, whichever is earlier. Additional fees for changes may apply to changes in the Service Order associated with a particular SOA that are requested by Customer after the SOA is signed.

Payment options

Customers may pay by wire transfer, check, money order, AMEX, Visa, or MasterCard. Payments by AMEX, Visa or MasterCard are subject to a 3% surcharge where allowable by law. NHC reserves the right to assess a late fee of the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law for any payment not received by the due date of the invoice. The late charges will be in addition to any other charges accrued because of the Customer’s failure to pay for services ordered and delivered or a material violation of the terms of the TOS, MSA or SOA. All Customer payments to NHC shall be in U.S. currency, unless otherwise agreed by NHC in writing.

Unauthorized Usage(s)

Customer shall be liable for all charges associated with the use of NHC’s Services, including charges that result from theft, abuse, or misuse, as well as fraudulent, and/or unauthorized use of such Service not caused directly by documented errors of NHC.

Third-Party Charges: 

NHC shall not be liable for any third-party charges arising from or related to the termination of any previous agreement for Services or the failure of Customer to terminate any previous agreement for Services. If any property owner, under which Customer is a tenant, assesses a fee against NHC in order to, or because of, the provisioning of any Services to Customer, NHC may pass through such charges to Customer.

Billing Disputes 

(a) If Customer disputes a charge in good faith, Customer shall (1) pay all undisputed charges within thirty (30) days of the date of the disputed invoice, and (2) within sixty (60) days of the date of the invoice, provide written, specific notice, with all supporting documentation, to NHC of the disputed amount through the NHC claims submission process. All current Customers have access to NHC’s Customer portal called MAP. MAP requires a username and password that NHC issued to the Customer’s email address as part of NHC’s initial Customer welcome package. The portal can be accessed at www.nhcgrp.com. Customers can access NHC’s billing dispute system via MAP under the billing menu, then a subsection called “Open Billing Tickets”. Upon the Customer’s submission of a dispute, the Customer will receive an electronically generated billing ticket receipt and number. This ticket number should be used as a reference for all future correspondence regarding the dispute. Customers can also email NHC at billing@nhcgrp.com with dispute information, and a billing dispute ticket number will be generated and returned to Customer within two (2) business days. NHC shall undertake a reasonable, good-faith effort to review Customer’s disputes within thirty (30) days of the date NHC issues a billing dispute ticket number.  

(b) Should NHC deny a dispute submitted by Customer, Customer shall have ten (10) business days within which either to pay the disputed amounts or to escalate the dispute to the level of the NHC Vice President. NHC requests that the Customer also escalate the dispute within its organization to a VP or equivalent level. The NHC Vice President or his or her designee shall provide Customer with written notice of NHC’s final decision within thirty (30) days of receipt of the notice of escalation. Failure to timely dispute a charge or failure to timely escalate a dispute shall waive any further right to dispute a charge.  

(c) Any disputed amount which is not resolved in Customer’s favor shall be paid within ten (10) days of receipt of the final notice of denial of the billing dispute. 

(d) This section does not apply to any charges resulting from Customer’s material violation of the terms of these TOS, the MSA, and/or SOA, including but not limited to failure to pay for Services ordered and timely delivered, and the termination of Services incurred as a result of a violation of the terms of the TOS, MSA, and/or SOA. 

Suspension of Service: 

Should Customer fail to keep its account current, NHC has the right to suspend Customer’s service upon ten (10) days’ written notice (except as specified by a Governmental Authority, where applicable) and to continue billing until sufficient payment has been received to bring Customer’s account current. If the Services are suspended due to Customer’s non-payment, the Company will not restore service until all outstanding charges are paid in full. A minimum $100.00 restoration fee will be charged by the Company for restoration after a suspension.

Credit Inquiries/Deposits:

Through its execution of an MSA and SOA, or the acceptance of any Services provided by NHC, Customer authorizes NHC to inquire into Customer’s credit history, including by asking consumer reporting agencies and/or other references for Customer credit information. Notwithstanding any applicable laws or regulations to the contrary, NHC reserves the right, in its sole discretion and at any time, to (a) refuse to provide the Service(s) requested or provisioned, or (b) require a non-interest-bearing security deposit, refunded upon the payment in full of all outstanding invoices, based on Customer’s creditworthiness. If Customer fails to pay any amount due to NHC under the TOS, MSA, or SOA, NHC shall have the right, but not the obligation, to apply the security deposit to the outstanding amounts due and may demand, as a condition of continued service, that Customer provide an additional non-interest-bearing security deposit.

Important Information Regarding Emergency Services

NHC’s newVoice family of Voice over Internet Protocol (“VoIP”) Services supports e911 calling service (“e911 Service”) in much the same way as traditional circuit-based local telephone service, with certain exceptions. Under certain circumstances, including but not limited to the circumstances set forth in this Section 16 (“VoIP e911 Disclosure”), e911 Service may not be available through Customer’s VoIP service.

(a) For example, E911 Service may not be available through Customer’s VoIP Service if (i) Customer’s VoIP-compatible equipment fails, (ii) Customer’s internet connection fails, (iii) Customer loses electrical power to Customer’s VoIP-compatible equipment, or (iv) Customer’s VoIP service or internet service is suspended or terminated.  Further, network congestion may cause Customer’s E911 call(s) to experience a delay or failure to connect. Finally, E911 Service may not be available/accurate through Customer’s VoIP service (i) if Customer uses a telephone number with Customer’s VoIP service which is not associated with an e911 physical location, or (ii) during the period in which the physical location at which Customer is registered for VoIP service is being uploaded or modified into pertinent databases.

(b) Every newVoice telephone number (as of January 6, 2021) is associated with a physical Customer address. This way, emergency services know precisely where the caller is located. If the telephone number, phone system, or device is moved to another location, Customer must update its e911 physical address via the NHC customer portal or submission of a customer support ticket. If not updated accurately, emergency calls will go to the emergency call center associated with the previous location.  

(c) E911 Service will not function outside of the Continental US and Canada. Even if such calls route to the emergency call center associated with the prior location, the emergency operator may not be able to: (i) transfer the emergency call to the correct emergency call center; (ii) dispatch emergency personnel to Customer’s new location; and (iii) may not get automatic call-back and automatic location information.  

(d) For newVoice VoIP installations, NHC will notify the Customer via email that 911 service has been programmed to the Customer’s requested address. Post-installation changes to Customer’s e911 physical address should be updated by Customer or Customer’s end user via the NHC customer portal or by creating a customer support ticket.

(e) By using the VoIP Services or NHC Equipment, Customer acknowledges the limitations of emergency services features in this section. Customer is advised to read thoroughly and understand this disclosure. Customer acknowledges that it has received the VoIP e911 Disclosure in this section, has read, understands, and agrees to the terms and conditions of this VoIP e911 Disclosure, and assumes the risks associated with the Services.

(f) CUSTOMER ACKNOWLEDGES AND AGREES THAT NHC DISCLAIMS ANY AND ALL LIABILITY FOR ANY SERVICE OUTAGE OR INABILITY TO COMPLETE EMERGENCY 911 CALLS FROM ANY CUSTOMER LINE OR DEVICE UTILIZING THE SERVICES, OR TO ACCESS EMERGENCY SERVICE OPERATORS. CUSTOMER SHALL PROTECT, DEFEND, INDEMNIFY, AND HOLD HARMLESS NHC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, AND AGENTS AND ANY OTHER SERVICE PROVIDER THAT FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THE SERVICE(S), FROM ANY AND ALL CLAIMS, LAWSUITS, LOSSES, DAMAGES, LIABILITY, FINES, PENALTIES, COSTS, AND EXPENSES INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND COSTS, ARISING FROM, OR RELATED TO, ANY ABSENCE, FAILURE, OR OUTAGE OF THE SERVICE(S), INCLUDING, WITHOUT LIMITATION, EMERGENCY 911 CALLING AND/OR INABILITY OF CUSTOMER OR ANY CUSTOMER EMPLOYEE, THIRD PERSON OR PARTY, OR USER OF THE SERVICES TO BE ABLE TO CALL 911 OR TO ACCESS AN EMERGENCY SERVICE OPERATOR. IN NO EVENT SHALL NHC BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES RELATED TO CUSTOMER’S (OR ANY CUSTOMER EMPLOYEE, AGENT, OR CONTRACTOR, OR THIRD PERSON OR THIRD PARTY OR END USER OF THE SERVICES) USE OF OR INABILITY TO USE THE E911 CALLING SERVICES. 

Telephone Numbers

Telephone numbers are assigned to the business entity (Customer) named on the SOA and not to any individual owner or operator of the business. Customer shall designate those individuals authorized to make changes to the Customer’s account with NHC, including changes to the Services or to the telephone numbers in conformity with applicable law. NHC shall be held harmless for any changes authorized by the individuals designated by Customer. NHC shall take all reasonable measures to provide Customer with continuation of existing telephone numbers. However, if Customer is changing location at the time of conversion or taking service for the first time at a location, NHC makes no warranties regarding assignment of particular telephone numbers to Customer. NHC shall not be liable to Customer for any change in telephone numbers due to actions of any vendor or supplier of services to NHC. Customer’s reliance upon and/or use of any service numbering information prior to installation and acceptance of Service is at the Customer’s risk.

Access to Customer Premises and Equipment

Customer shall provide NHC with reasonable access to Customer’s premises, internal wiring, CPE, and other facilities and equipment to allow NHC to install, maintain and repair Customer’s Service, as reasonable and necessary. With respect to any installation, NHC reserves the right to bill Customer a $250.00 fee for each missed scheduled appointment date. Should NHC repeatedly be unable to access the Customer’s premises for required installation and related services, NHC reserves the right to cancel the service request. NHC is not responsible for any delays that impede the Customer’s ability to use the installed service, including but not limited to delays requested by Customer or caused by a third party, or delays incurred because of problems connecting the Services to Customer’s LAN, PBX, or other CPE by Customer or a third party.

Equipment Furnished in Connection with the Services

NHC may furnish routers, gateways, switches, firewalls, wireless access points, customer premises equipment, communications equipment, software, licenses, cloud platforms, virtual appliances, security appliances, and other technology components, whether physical, virtual, cloud-based, or software-based (collectively, “Equipment”), in connection with the Services.

(a) Managed Service Equipment: Unless the applicable SOA expressly identifies Equipment as rented or purchased, Equipment furnished in connection with the Services is provided solely to facilitate the delivery, operation, management, monitoring, maintenance, support, security, and enhancement of the Services purchased by Customer. Such Equipment is an integral component of the applicable Service and is not intended to constitute a standalone equipment sale, rental, or lease transaction unless expressly identified otherwise in the applicable SOA.

Customer receives only those rights reasonably necessary to access and use the applicable Services during the applicable Service Term.

NHC, NHC Resources, affiliates, underlying carriers, vendors, licensors, and authorized service providers may furnish, configure, install, monitor, maintain, repair, replace, substitute, upgrade, remove, or otherwise manage Equipment as reasonably necessary to provide the applicable Services.

(b) Rental Equipment: Where the applicable SOA expressly identifies Equipment as rented, such Equipment shall remain the property of the applicable owner. Customer shall use such Equipment solely in connection with the applicable Services and in accordance with this Agreement. NHC may repair, replace, upgrade, substitute, or remove rented Equipment during the Service Term as reasonably necessary to provide the applicable Services.

(c) Purchased Equipment: Where the applicable SOA expressly identifies Equipment as purchased, ownership shall transfer to Customer as provided in the applicable SOA or other written agreement. Unless otherwise expressly stated, manufacturer warranties shall apply and Customer shall be responsible for the repair, replacement, maintenance, and support of such Equipment following expiration of applicable warranty coverage, except to the extent Customer separately purchases Managed Services from NHC.

(d) Ownership and Protection of Equipment: Except for Equipment expressly identified as purchased pursuant to the applicable SOA or other written agreement, Equipment furnished in connection with the Services shall remain the sole and exclusive property of the applicable owner, including NHC, NHC Resources, NHC affiliates, NHC’s underlying carriers, vendors, licensors, financing sources, or other authorized providers, as applicable. Customer shall not tamper with, remove, relocate, modify, conceal, or obscure any Equipment or any identifying plates, tags, labels, serial numbers, or asset markings affixed thereto. Customer shall indemnify, defend, and hold harmless NHC, its affiliates, underlying carriers, vendors, licensors, financing sources, and other authorized providers against any liens placed upon such Equipment due to Customer’s action or inaction. Customer shall discharge any such lien within ten (10) days following notice thereof. Failure to discharge any such lien shall constitute a material breach of these TOS and may result in termination pursuant to Section 7.

(e) Property to be Returned Upon Termination: When any Service(s) provided under an MSA and/or SOA are terminated, all public IP Addresses assigned by NHC to Customer that are associated with the Agreement’s terminated Service(s) shall revert to NHC, and Customer shall return all Equipment and other property furnished in connection with the terminated Service(s) that is owned by NHC, NHC Resources, NHC affiliates, or NHC’s underlying carriers, including, without limitation, routers, gateways, switches, firewalls, wireless access points, equipment, facilities, software, and related technology components. This requirement shall not apply to Equipment expressly identified as purchased by Customer. If the property is not returned and received within sixty (60) days of the Service termination date, NHC will bill Customer for the non-returned property within two (2) monthly billing cycles following the Service termination date, which Customer shall pay in full, within thirty (30) days of receipt of such invoice.

(f) Equipment Management: NHC reserves the right, in its reasonable discretion, to configure, monitor, maintain, update, patch, repair, replace, upgrade, substitute, remove, or otherwise manage Equipment furnished in connection with the Services as reasonably necessary to provide, maintain, secure, support, or improve the applicable Services. NHC may also substitute manufacturers, models, vendors, licensors, software, cloud platforms, underlying carriers, or other service delivery components with functionally comparable alternatives, provided such changes do not materially reduce the functionality, performance, or intended use of the applicable Services.

(g) Self-Installation: Self-installation is permitted where applicable, subject to Customer’s execution of NHC’s Self-Install Acknowledgment (to be provided to Customer upon request) and compliance with all installation instructions. Failure to complete a compliant self-installation may require a technician dispatch and associated charges pursuant to Section 46.

(h) Equipment Location and Relocation: Certain Equipment and Services are provisioned for, configured to operate at, or otherwise associated with the service location identified in the applicable SOA. Customer shall not relocate Equipment or use Equipment at a location other than the designated service address without NHC’s prior written approval and, where required, successful reprovisioning of the applicable Service. Unauthorized relocation may result in Service interruption, additional charges, or termination of the affected Service. Any Service interruption resulting from unauthorized relocation shall not be eligible for Service Credits under Section 22. Certain Services, including satellite-based services such as Starlink, may be subject to additional location-specific, regulatory, or technical requirements that must be satisfied prior to relocation.

Use of Service

Customer shall not use the Service in any manner other than that for which the Service was intended and shall refrain from using the Services in any manner that would adversely affect the equipment or network of NHC and/or its underlying carrier, or the service that NHC and/or its underlying carrier provides to others. Customer shall not use the Service in any manner that violates federal, state or local laws. NHC reserves the right to discontinue Service without notice in the event of any such unlawful or adverse use. Customer understands and agrees that it is liable for all use of this Service and/or device by the Customer or any person making use of the Service or device, including Customer’s end users (if any). Customer may not use the Service or device for any unlawful, abusive, or fraudulent purpose, or in a manner that violates NHC’s AUP.

Interruption of Service Caused By Force Majeure:

NHC shall not be liable for any delay or failure of performance of any part of the MSA and/or SOA to the extent that such failure or delay is caused by acts of God, acts beyond the reasonable control of NHC, any inability to secure products or services of other persons or transportation facilities, or acts or omissions of common carriers or third parties. For the avoidance of doubt, NHC does not guarantee the performance, availability, or restoration timelines of third-party carrier infrastructure, and any such delay or failure of performance arising from the services of other persons or transportation facilities, or from acts or omissions of common carriers or third parties, shall be considered force majeure.

Allowances for Interruptions in Service:

A credit allowance will be given when Service is interrupted, except as specified below. A Service is interrupted when it becomes inoperative to the Customer, e.g., the Customer is unable to transmit or receive data because of a failure of a component or Service furnished by NHC. An interruption period begins when Customer reports a Service, facility, or circuit as interrupted through the opening of a trouble ticket and makes such Service, facility, or circuit available for testing and repair. NHC’s 24×7 Repair Center is available via telephone at 866-241-9423, email repairs@nhcgrp.com, or through NHC’s Customer portal (MAP) accessible at www.nhcgrp.com. An interruption period ends when the Service, facility, or circuit is operative. Once the Service has been restored, Customer can request a credit via the MAP portal. Credits are available for request after the Service has been impacted for a minimum period of twenty-four (24) hours. Once in MAP, please access the tab CUSTOMER SERVICE/BILLING TICKETS and enter the repair ticket information and a request for NHC to determine the credit. NHC will respond via the portal within five (5) business days. Credits are calculated based on the number of days out of service calculated after the first twenty-four (24) hours within a standard thirty (30) day month. If the Customer reports a Service, facility, or circuit to be interrupted but declines to release it for testing and repair, or refuses access to its premises for testing and repair by NHC, the Service, facility or circuit shall be considered to be impaired, but not interrupted. No credit allowances will be made for a Service, facility or circuit considered by NHC to be impaired but not interrupted.

(a) Limitations on Allowances:

No credit allowance will be made for any interruption in service— 

(i) Due to the negligence of or noncompliance with the provisions of the TOS, MSA, and/or SOA by any person or entity other than NHC, including but not limited to Customer. 

(ii) Due to the failure of power, equipment, systems, connections, or services not provided by NHC. 

(iii) Due to circumstances or causes beyond the reasonable control of NHC. 

(iv) Due to any violation of applicable federal, state or local laws by the Customer or caused by the negligence or other failure of Customer to comply with its legal obligations. 

(v) During any period in which NHC is not given full and free access to Customer’s facilities and equipment for the purposes of investigating and correcting interruptions.

(vi) A Service will not be deemed to be interrupted if a Customer continues voluntarily to make use of the Service.

(vii) During any period when the Customer has released Service to NHC for maintenance purposes or for implementation of a Customer order for a change in service arrangements.

(viii) That was not reported to NHC within thirty (30) days of the date that Service was affected.

(ix) For reasons specified in Section 21 above. 

(b) Use of Other Means of Communications: If the Customer elects to use another means of communications provided by NHC during a period of interruption, the Customer must pay the charges for the alternative service used. 

(c) Application of Credits for Interruptions in Service: 

(i) Credits for interruptions in Service that are provided and billed on a flat rate basis for a minimum period of at least one month, beginning on the date that billing becomes effective, shall in no event exceed an amount equivalent to the proportionate charge to the Customer for the period of Service during which the event that gave rise to the claim for a credit occurred. A credit allowance is applied on a pro rata basis after 24 hours of service impact against the rates specified hereunder and is dependent upon the length of the interruption. Only those facilities on the interrupted portion of the circuit will receive a credit. 

(ii) For calculating credit allowances, every month is considered to have thirty (30) days. 

Warranties:

Except as and only to the extent expressly provided in the TOS, MSA, or SOA(s) to the contrary, Services are provided “as is.” NHC makes no warranty, express or implied, as to the description, completeness, quality, merchantability, or fitness for a particular purpose of any service provided pursuant to the Agreement, or that any such service shall be uninterrupted or error-free, unless expressly provided by both NHC and the Customer. NHC DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE, UNINTERRUPTED OR SECURE FROM THIRD-PARTY ATTACKS. THE PRECEDING DISCLAIMERS INCLUDE AN EXPRESS ACKNOWLEDGEMENT BY CUSTOMER THAT, AMONG OTHER THINGS, NHC DOES NOT MAKE ANY PROMISE TO CUSTOMER THAT: THE SERVICES OR PRODUCTS ARE FREE FROM DEFECTS; THE SERVICES OR PRODUCTS WILL PERFORM IN ANY SPECIFIC MANNER, AT A PARTICULAR SPEED, OR TO ANY PARTICULAR STANDARD; MANAGED OR OTHER SECURITY SERVICES WILL PROVIDE ANY PARTICULAR LEVEL OF PROTECTION FOR CUSTOMER’S COMPUTERS, NETWORKS OR SYSTEMS; HOSTED SERVICES WILL MEET ANY PARTICULAR LEVEL OF SECURITY, RELIABILITY OR COMPLIANCE, OR THE SERVICES OR PRODUCTS CAN BE USED FOR A SPECIFIC PURPOSE.

Discontinuance:

NHC reserves the right to discontinue any Service offering, in whole or in part, that becomes unavailable, commercially impracticable, commercially inefficient, or otherwise untenable (as determined by NHC in its reasonable discretion), or that has reached end-of-life (as determined by the applicable manufacturer, vendor, licensor, underlying carrier, or NHC). In such event, NHC will provide Customer with reasonable advance notice where practicable and may offer a functionally comparable alternative Service without liability to Customer. The substitution, replacement, upgrade, reconfiguration, or modification of Equipment or other technology components used to deliver a continuing Service shall be governed by Section 19 and shall not constitute a discontinuance of the applicable Service.

Indemnification:  

Customer shall indemnify, defend, and hold NHC, its parent, affiliates, employees, directors, officers, agents, underlying carriers, and subcontractors harmless from any claim, loss, or damage (whether in the form of a demand, claim, lawsuit, or arbitration, including actual attorneys’ fees) arising from or resulting from Customer’s order or use of the Services, any unauthorized use of the Services, placement of material or content on NHC’s network, or use of NHC’s services by a third party, regardless of Customer’s knowledge or consent. In addition, NHC shall indemnify, defend, and hold the Customer, its parent, affiliates, employees, directors, officers, agents, underlying carriers, and subcontractors harmless from any claim, loss, or damage, including actual attorneys’ fees, to the extent that such claim, loss, or damage was caused by NHC’s gross negligence or willful misconduct in connection with the Customer’s authorized use of the Services.

Customer Warranties: 

(a) Customer represents and warrants that neither its equipment nor facilities will pose a hazard to NHC’s equipment or facilities or create a hazard to NHC’s personnel or customers or the public in general. 

(b) Customer represents and warrants that its use of the Services will comply and conform with NHC’s AUP along with all applicable federal, state, and local laws, administrative and regulatory requirements and any other authorities having jurisdiction over the subject matter of the Agreement and Customer will be responsible for applying for obtaining and maintaining all registrations and certifications which may be required by such authorities. 

(c) Customer represents and warrants that it will not resell all or a portion of the Service(s) provided by NHC without the prior written consent of NHC. 

Limitations of Liability: 

NHC’S LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR DAMAGES ARISING OUT OF CUSTOMER’S USE OF SERVICES AND NOT DISCLAIMED BY WRITTEN AGREEMENT BETWEEN THE PARTIES SHALL NOT EXCEED THE AMOUNT EQUAL TO THE TOTAL NET CHARGES TO THE CUSTOMER FOR SERVICE TO WHICH THE CLAIMED DAMAGES RELATE DURING THE PERIOD IN WHICH SUCH CLAIMED DAMAGES OCCUR AND CONTINUE. IN NO EVENT SHALL ANY OTHER LIABILITY ATTACH TO THE COMPANY.   

Consequential Damages:

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER ANY CIRCUMSTANCE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. 

Assignment:

Customer may not assign its rights or delegate its responsibilities as set forth in the TOS, MSA and/or SOA without NHC’s express written consent. NHC will permit assignment to a new successor if an assignment of Services agreement is agreed to between NHC and the successor/assignee. NHC may, at any time, assign its rights or delegate its obligations hereunder in accordance with the laws of the Commonwealth of Massachusetts.

Survival:

Any accrued rights to payment, any remedies that by their nature would survive including without limitation, indemnification, remedies, warranty disclaimers and limits of liability, shall survive any expiration or termination of the TOS, MSA, or the SOA.

Compliance with Law:

The TOS, MSA and SOA are subject to all applicable law and the obtaining and continuance of any required approvals, authorizations, or tariffs or price lists filed with applicable Governmental Authorities. NHC will use good faith reasonable efforts to obtain, retain, and maintain such approvals and authorizations. If any applicable law adversely affects the Services or requires NHC to provide Services other than in accordance with the terms of the TOS, MSA, and/or the SOA, NHC may, without liability to the Customer, terminate the affected Services upon (30) days written notice to the Customer.

Confidential Information:

Customer Proprietary Network Information (“CPNI”) shall only be disclosed in accordance with applicable law and NHC’s policies and procedures. See also, NHC’s Statement of Privacy (http://www.nhcgrp.com/legal-notices/).

Choice of Law and Venue:

Customer agrees that the substantive law of the Commonwealth of Massachusetts shall apply to the interpretation and enforcement of the TOS, MSA, and/or SOA and any dispute arising thereunder. Customer further agrees to exclusive jurisdiction and venue for any dispute between Customer and NHC as the Courts of the Commonwealth of Massachusetts, Middlesex County or the United States District Court for the Commonwealth of Massachusetts located in Boston, Massachusetts.

Notices:

All notices to Customer required by these TOS, MSA, and/or SOA will be in writing and will be made by one or more of the following methods: regular mail, overnight delivery, certified mail, electronic mail, on Customer’s invoice, or by facsimile transmission with receipt verification. Notices will be sent to the address of record, and in the event of multiple addresses, to the address of the parent account. In the case of a notice to NHC, all notices under the TOS, MSA, and/or SOA will be in writing and will be made by personal delivery, overnight delivery, or certified mail to: New Horizon Communications Corp, 200 Baker Avenue, Suite 300, Concord, MA 01742 Attn: Customer Notices.

Entire Agreement and Amendments:

The terms and conditions set forth in the TOS, MSA, and SOA represent the entire understanding of the parties with respect to the Services provided hereunder, and supersede any prior agreements, promises, offers, communications, representations, statements, negotiations, understandings, or proposals, oral or written (including any statements, estimates, diagrams, sales materials, or quotations) between Customer and NHC, any related entity or any of their respective employees, contractors or agents with respect to any services or products offered by NHC. Customer acknowledges and agrees that Customer has not relied upon any statement, promise or representation by NHC, any related entity or any of their respective employees, contractors, or agents, including that relating to the performance, pricing, specification or other aspects of any Service or product offered by NHC and not expressly set forth in the TOS, MSA, and/or SOA. For the avoidance of doubt, Customer acknowledges and agrees that it may rely on the functional description of the Services in the SOA solely for purposes of determining material equivalence under Section 19. If any provision of the TOS, MSA, and/or SOA is held to be invalid, void, or unenforceable, the remainder of the provisions will nevertheless remain unimpaired and in effect.  

FEES AND SURCHARGES 

General Description of Fees and Surcharges:

Fees and surcharges are imposed or permitted by a Governmental Authority under a rule or regulation. In most cases these fees and surcharges are designed to support a specific program (e.g., universal service fund, 911, deaf relay services, etc.). Other fees and surcharges cover NHC’s costs associated with providing certain aspects of the Service such as repair, network components and long- distance access.

NHC’s Interstate Carrier Cost Recovery Fee:

The Interstate Recovery Fee is a percentage of all recurring charges to the customer, excluding certain taxes and surcharges that are a direct pass-through of a tax on the user that is collected by NHC or where the NHC chooses to state a surcharge separately. The Interstate Recovery Fee recoups NHC’s costs associated with purchasing certain network components used to provide access service because of FCC rule changes which have dramatically increased the costs of these components. Interstate Carrier Cost Recovery fees and surcharges are used commonly by most carriers to recoup these costs; however, this fee is not mandated by any Governmental Authority and is instead determined exclusively by NHC. The Interstate Recovery Fee percentage is currently 8.25%.

NHC’s Maintenance and Repair Program:

Except as otherwise provided in these TOS, MSA, and/or in the SOA, NHC will maintain its network and perform any network upgrades at its sole discretion. NHC will repair Service to Customer as necessary to provide the Services ordered by Customer on an ongoing basis. Customer shall be required to pay a monthly service charge for maintenance and repair pursuant to the policies and procedures of NHC’s Maintenance and Repair Program. This surcharge, calculated as a percentage of recurring and usage charges, is intended to cover the cost of repair dispatches related solely to issues originating from NHC’s network infrastructure. The Maintenance and Repair Program Surcharge does not cover repair dispatches where the trouble is determined to originate from CPE, inside wiring (including jacks), or any other Customer-owned infrastructure. In such cases, one-time non-recurring charges may apply. This monthly surcharge, computed as a percentage of recurring and usage charges, eliminates the need for one-time charges associated with dispatch and repair visits. The surcharge is currently 2.75% of all charges and all usage except one-time charges/NRCs, wireless services, and Collaboration and Conference Calling services. This surcharge is not applied to taxes or other surcharges. NHC will not be responsible for any third-party repair fees from Customer’s voice and/or data equipment vendors.

NHC’s Interstate Telecom Surcharge (ITS):

NHC’s Interstate Telecom Surcharge (ITS) rate varies by region. In CT, DC, DE, MA, MD, ME, NH, NJ, NY, PA, RI, VA, VT and WV, the Interstate Telecom Surcharge applies only to lines that are not presubscribed to NHC’s long-distance service. This surcharge applies to basic telephone lines (POTS), business trunks and Centrex lines. This monthly surcharge is $4.50 per line. 

AL, AR, AZ, CA, CO, FL, GA, IA, ID, IL, IN, KS, KY, LA, MI, MN, MO, MS, NC, ND, NE, NM, NV, OH, OK, OR, SC, SD, TN, TX, UT, WA, WI, and WY: the ITS surcharge applies to every basic telephone line (POTS), business trunk, and Centrex line. The surcharge in these states is $4.50. For lines in these states not presubscribed to NHC, an additional surcharge of $4.00 is applied. This fee is NOT mandated by any Governmental Authority and is instead determined exclusively by NHC.

NHC’s OSS Cost Recovery Charge:

Governmental Authorities have allowed NHC’s underlying carriers to charge “wholesale value added resellers” (like NHC) for access into their provisioning and maintenance systems. The OSS (Operating System Support Charge) reflects a portion of that monthly charge which is incurred by NHC per billing account. NHC OSS Cost Recovery Charge is $9.99 per billing account. This fee is NOT mandated by any Governmental Authority and is instead determined exclusively by NHC.

NHC’s E-Bill Charge:

NHC’s electronic E-Bill is $3.00 per month, to cover the cost of generating and maintaining a feature-rich online billing system with query tools and reports and emailing invoice(s) to Customer.

Local Number Portability Surcharge (LNP):

Local Number Portability is a one-time service activity that provides residential and business traditional (wired) telephone customers with the ability to retain at the same location, their existing local telephone numbers when switching from one local telephone service provider to another. LNP associated charges are non-recurring fees. LNP was mandated by the Telecommunications Act of 1996. The FCC allows local telephone companies to pass certain costs of implementing and maintaining long term number portability on to their customers. 

(a) NHC’s LNP Rate per line for basic phone line (POTS), business trunk line or Centrex line = $0.99 

(b) NHC’s LNP Rate for circuits (T1 PRI, Integrated/Dynamic DS1’s) = $0.99 

Presubscribed Interexchange Carrier Charge (PICC):

PICC is a monthly fee that is applied to each basic phone line (POTS, business trunk line or Centrex line) to allow for routing of long-distance service to a long- distance provider. This fee is charged by the long- distance provider. NHC applies this fee when it is the long- distance provider. 

(a) NHC’s rate for PICC on a POTS line or business trunk line is $3.75. 

FCC Line Charge:

This federally permitted charge billed by NHC as Customer’s local telephone company pays for part of the cost of supplying a phone line into a home or business. It is designed to help local phone companies recover the cost of providing “local loops” which refers to outside telephone wires, underground conduit, telephone poles, and other equipment and facilities connecting a telephone user to the telephone network. This is not a tax. It is a charge that is part of the price paid for local telephone service. The FCC line charge applies to basic telephone lines (POTS), business trunk lines, Centrex lines. It also applies to traditional T1 based voice circuits such as PRI or Integrated T1 services: 

(a) NHC’s FCC Line Charge per LEC POTS, business trunks and Centrex line = $8.99 

(b) NHC’s FCC Line Charge per TDM Circuit = $60.00 

Common Taxes and Fees:

For convenience, the following are descriptions of common taxes and fees collected on behalf of local, state, and federal entities. It is a representative list only. Any given Customer’s taxes and fees may not include all these items and may include additional items not described below. 

(a) State and Local Sales Tax – Taxes paid by consumers and directly submitted to appropriate state, county, or city authorities. Typically applies to all services including all surcharges and fees except the e911 charge. May include town, city, or school district taxes.  

(b) Municipal Tax – This Tax recovers expenses associated with municipal revenue taxes, which apply to calls originating and terminating within a village or municipality. Typically applies to all local charges, LNP Surcharge, FCC Line Charge and Federal USF Surcharge. 

(c) Transportation Tax Surcharge – This state surcharge, covers mandated taxes collected to fund or support state-wide transportation such as local transportation or state highways. 

(d) State Gross Revenue Tax – This tax recovers expenses associated with mandated corporation franchise taxes and excise taxes on telecommunications services. Typically applies to all services except e911 surcharge. 

(e) Public Utility Tax – A mandatory tax collected in some states imposed on telecommunications users to fund the operation of the state telecommunications utility authority. 

(f) e911 Tax – This is a fee to compensate local agencies for the costs of establishing, upgrading, and operating the emergency telephone system. The tax is applied to each access line that appears on a NHC telephone services bill. 

(g) Federal Excise Tax – The Federal Excise Tax was introduced in 1898 by the federal government as a temporary tax to support the nation’s efforts in the Spanish-American War. The Tax revenue from the FET goes directly into the Federal General Fund. The tax is applied to all telecommunications services including local, long distance and wireless bills. 

(h) Federal Universal Service Fund Recovery Surcharge – USF provides funding for low-income services, schools, libraries, and high-cost rural service. All telecommunications companies are required to pay a specific percentage of Interstate and International usage into the USF and are permitted to recoup this cost from customers. 

(i) Federal Universal Service Fund Surcharge for VoIP Services – similar to above but established and rated specifically for Voice over Internet Protocol (VoIP) services such as hosted PBX and SIP trunks.  

Non-Recurring Charges – New Installation, Service Order, and Change Charges 

The charges detailed herein are the costs which NHC charges a Customer per event. Material costs would be additional and passed on to the Customer. Hourly rates are per technician/engineer. 

General Charges: 

Note: For Starlink/Peplink fixed wireless installations, non-recurring charges (including materials and mount hardware) are finalized after site survey; see Section 4(d).

• Simple MACD – up to $300.00
• Complex MACD - up to $1500.00
• NHC Technician Dispatch Fee – $125.00
• NHC Technician Hourly Rate – $175.00
• Complex Engineering Redesign – $1,500.00
• Engineering Support Hourly Rate – $200.00
• Restoration of Service after Disconnection of Service – $500.00
• Restoration of Service after Suspension of Service – $100.00
• Suspension Charge - $75.00
• Billing Discontinuation Simple - $12.99
• Billing Discontinuation Complex - $119.99
• E911 Listing Change Charge - $75.00
• LNP Cancel Fee – $300 per BTN
• LNP Expedite Fee – $300 per BTN

Charges related specifically to LEC POTS: 

Non-recurring charges apply to each line for the Customer.

• New Line Install Charge (Centrex, POTS) - $75.00 
• Calling Feature Change Charge - $12.99  
• Establish Toll Restriction Charge - $75.00 
• Long distance carrier PICC Charge - $5.00 
• Directory Listing Change Charge - $75.00