Terms and Conditions

  1. Service Order Agreements
    1. MCSP will provide the Customer with Services designated on a Service Order form (known as the “Service Order Agreement” or “SOA”).
    2. Customers will submit to MCSP a signed SOA to request any and all Services. MCSP will confirm the availability of the Services requested. Once approved by an authorized MCSP representative MCSP will initiate the orders. After services have been delivered it will be considered that MCSP has accepted the SOA. MCSP makes no guarantees as to the accuracy of information on the SOA.
    3. Both MCSP and Customer agree that once the service has been delivered it will be deemed that both parties have agreed to the contents of the SOA.
    4. Customer’s use of any MCSP Service or equipment or facility constitutes acceptance of these Terms and Conditions.
    5. A Customer’s account is considered a single inclusive entity even though it may consist of several MCSP Services.
  2. Service and Term
    1. MCSP will provide Customer with Services as provided herein, and in an accepted, SOA. MCSP will notify Customer upon delivery of said services. Customer will have forty-eight (48) hours from MCSP notification, to test the services.
    2. After the initial forty-eight (48) hours, if no problem has been reported by the Customer, it is deemed that the Customer has unconditionally accepted the services, and that date will be the “Start of Service Date" (known as the “SOS Date") and billing will commence as of the SOS date.
    3. Customer may request a specific SOS Date of which billing will not start before this date. If customer requests a specific SOS Date then it must be on the initial SOA.
    4. MCSP make no guarantees, either expressed or implied, as to the service delivery date.
    5. The Term of Service will be one (1) year unless otherwise stated on the SOA. At the end of the Initial Term, the SOA will renew for successive Renewal Terms equal in length of the Initial Term unless and until terminated as provided herein.
  3. Service Charges, Billing and Payment Terms / Suspension of Service
    1. Refer to the SOA for pricing, recurring and non-recurring charges. Service charges are on the SOA and do not include applicable taxes and/or fees. Customers claiming tax exemption must provide MCSP with a properly executed exemption form. Certain regulatory and special access fees are not considered taxes and will need to be paid by tax exempt customers, if applicable.
    2. Unless otherwise indicated in the applicable SOA, MCSP will bill Quarterly in Advance charges for all Service to be provided during the ensuing months except for charges which are dependent upon usage of Service, which charges will be billed in arrears. MCSP will invoice Customer for all charges incurred by, and credit due to Customer as set forth in the SOA. Based upon SOS date, the first invoice will be prorated to the nearest quarter-month of service. Adjustments for the quantities for Service discontinued in any billing period will not be pro-rated.
    3. Invoices for Services are due and payable in U.S. funds within twenty (20) days of the invoice date unless otherwise indicated on the applicable Invoice. Payments not received within twenty (20) days of the invoice date are considered past due. In addition to MCSP undertaking any of the actions set forth in this Agreement, if any invoice is not paid in full when due, MCSP may:
      1. apply a late charge equal to 15% of the invoice or the maximum legal rate, if less;
      2. apply a returned check fee of $25;
      3. require an additional Security Deposit or other form of security;
      4. suspend or terminate service without notice;
      5. take any legal action in connection with any other right to remedy MCSP may have under this Agreement or at law or in equity.
    4. In the case of default by Customer, Customer agrees to pay MCSP its reasonable expenses, including attorney and collection agency fees.
    5. Disputed invoices must be paid in full. Where deemed valid by MCSP, appropriate credits will be issued on future invoices.
    6. All Carrier charges are the responsibility of the customer. This includes Customer supplied communications lines, premises and wiring from Carrier DMARC, Carrier and building service charges, etc.
  4. Service Use and Interruption
    1. MCSP agrees to maintain the Services in a manner as described in Section 8 “Maintenance and Operation of Service and Equipment". Services may be temporarily interrupted or curtailed due to equipment modifications, upgrades, relocations, repairs and similar activities necessary for the proper operation of the Services.
    2. Customer's use of Services must comply with MCSP 's Acceptable Use Policy (AUP) as described in Section 11 "On-Line Conduct", and all applicable laws and regulations whether Local, State or Federal.
  5. Termination
    1. If Customer terminates the Service before the end of the current Term then the Customer will be responsible for paying all fees, charges, and Term commitments (which may include any cancellation fees that MCSP may incur from carriers or vendors) in full.
    2. Either Party may terminate the SOA
      1. at the end of an Initial Term or Renewal Term by providing the other Party with at least thirty (30) days written notice. Notices provided will not be effective until the end of the following month (e.g. a notice received April 20th is effective May 30th);
      2. the provisions of all Sections provided herein and in the SOA shall survive the termination of the SOA;
      3. MCSP has the right to delete all data, files or other information stored in a MCSP system if the service with MCSP is terminated, for any reason, by either party.
    3. All MCSP equipment supplied for the term of Service shall be returned to MCSP no later than 7 business days after the termination of Service, complete and in good and serviceable condition. If equipment is not returned or is returned incomplete or damaged, the Customer will be invoiced at the full amount of the replacement cost for the equipment. All shipping and packing is the responsibility of the Customer.
  6. Disclaimer of Warranty and Limitation of Liability
    1. Service is provided “AS IS”.
    2. MCSP makes no warranties of any kind, whether expressed or implied, for the Services it is providing.
    3. MCSP also disclaims any warranty of merchantability of fitness for a particular purpose. MCSP will not be responsible for any damages Customer suffers. This includes loss of data resulting from delays, non-deliveries, miss-deliveries, or service interruptions caused by its own negligence or Customer errors or omissions, or due to inadvertent release or disclosure of information sent by the Customer. MCSP is not responsible for Customer files residing on MCSP systems or Customer systems.
    4. MCSP exercises no control over the content of the information passing through it.
    5. Customer hereby releases MCSP from liability arising from the use of content accessed via MCSP Services.
    6. MCSP's performance under this agreement shall be excused in case of labor difficulties, governmental orders, civil commotions, acts of god, acts of terrorism, or other conditions or circumstance beyond its reasonable control.
    7. MCSP shall not be liable if changes in operation, procedures, or services require modification or alteration of equipment at the Customer's site, render the same obsolete or otherwise affect its performance.
    8. MCSP shall not be liable for any incidental, special, consequential, or punitive damages including but not limited to loss of profits, loss of business, or business opportunity.
    9. MCSP makes no representations; either expressed or implied, concerning the service, and expressly disclaims warranties of fitness for a particular use or purpose, warranty of merchantability and any other warranty implied by law.
  7. Additional Provisions
    1. Customer is responsible for:
      1. payment of all charges applicable to the Service (including charges incurred as a result of fraud or unauthorized use of the Service);
      2. providing access to the Customer's premises as needed where service is to be provided, if applicable.
    2. MCSP has the right to delete all data, files or other information stored in our systems if the service with MCSP is terminated, for any reason, by either PARTY.
    3. Customer shall ensure that MCSP's services are used for lawful purposes. Transmission of any material or act in violation of any applicable law, rule or regulation is prohibited. This includes, but is not limited to: copyrighted material, material legally judged threatening or obscene, or material protected by trade secret. Customer agrees to indemnify and hold harmless MCSP from any claims resulting from its use of the MCSP Services including damages to Customer and other parties. Any violation of this provision may result in an immediate termination of all Customer's Services. Customer shall be responsible for any and all penalties and/or damages for violation of any of the laws, rules or regulations, and shall hold MCSP harmless against any and all claims as a result of violation of this provision. If Services are terminated due to a violation of this provision it will be deemed that the Customer terminated the service and Customer will be responsible for all fees as provided herein and in the SOA.
  8. Maintenance and Operation of Service and Equipment
    1. Customer is solely responsible for, and shall pay for any costs and expenses related to, the maintenance and operation of all Customer equipment at the Customer's site.
    2. MCSP at its sole discretion may choose to fix and or replace any MCSP supplied equipment related to providing the service at the Customer's site.
    3. MCSP's standard maintenance windows are Sunday to Saturday from 12:00 am to 6:00 am Local Time. Scheduled maintenance will be performed during the maintenance window and may be coordinated between MCSP and the Customer.
  9. Changes, Substitution and Relocation
    1. MCSP at its exclusive discretion may substitute, change, modify, relocate, and/or rearrange any of the Services or equipment or facilities involved in the provision of MCSP Services.
  10. Co-Location Services: Access to and Use of MCSP Data Centers and Facilities
    1. Insurance and Liability
      1. Customer agrees to carry liability insurance of no less than $1,000,000 naming MCSP as an additional insured;
      2. Customer agrees to carry sufficient loss/damage insurance to cover its own equipment.
      3. Customer is liable for any damage caused by the Customer to MCSP's facilities, equipment and/or other Customer's equipment in any MCSP facility.
    2. Customer may only access that portion of MCSP's data center/facility (the "Data Center") made available by MCSP to Customer for the placement of Customer's equipment and use of the MCSP Services ("Customer Area"), as approved by MCSP. Each piece of equipment installed in a Customer Area (the "Customer Equipment") must be clearly labeled with Customer's name (or code name provided in writing to MCSP) and individual component identification. Each connection to and from a piece of Customer Equipment shall be clearly labeled with Customer's name (or code name provided in writing to MCSP) and the starting and ending point of the connection. Customer Equipment must be configured and run at all times in compliance with the manufacturer's specifications, including power outlet, power consumption and clearance requirements. Customer shall use its best efforts to provide MCSP with at least 48 hours prior notice any time it intends to connect or disconnect any Customer Equipment or other equipment.
    3. Customer is responsible for all equipment, installation and monthly recurring charges relating to any and all communications circuits that Customer may order for connection in any of MCSP's Data Centers. Customer will notify MCSP upon order of communications circuits that will be installed in MCSP's Data Center, and will provide MCSP with appropriate order numbers, expected delivery dates, and vendor contract information necessary for MCSP to coordinate the installation.
  11. On-Line Conduct (Acceptable Use Policy/AUP)
    1. Customer acknowledges that MCSP exercises no control whatsoever over the content of the information passing through Customer's site(s) and that it is the sole responsibility of Customer to ensure that the information it and its users transmit and receive complies with all applicable laws, rules and regulations. Customer will not, and will not permit any persons ("Users") using Customer's on-line facilities and/or services, including, but not limited to, Customer's web site(s) and transmission capabilities, to do any of the following ("Prohibited Activities"):
      1. send unsolicited commercial messages or communications in any form;
      2. engage in any activities or actions that infringe or misappropriate the intellectual property rights of others, including, but not limited to, using third party copyrighted materials without appropriate permission, using third party trademarks without appropriate permission or attribution, and using or distributing third party information protected as a trade secret information in violation of a duty of confidentiality;
      3. engage in any activities or actions that would violate the personal privacy rights of others, including, but not limited to, collecting and distributing information about Internet users without their permission, except as permitted by applicable law;
      4. send, post or host harassing, abusive, libelous or obscene materials or assist in any similar activities related thereto;
      5. attempt to gain unauthorized access to, or attempt to interfere with or compromise the normal functioning, operation, or security of any network, system, computing facility, equipment, data, or information. A Customer may not use the Internet Services to engage in any activities that may interfere with the ability of others to access or use the Internet Services or the Internet. A Customer may not use the Internet Services to monitor any data, information, or communications on any network or system without authorization. A Customer may not attempt to gain unauthorized access to the user accounts or passwords of other users;
      6. intentionally omit, delete, forge or misrepresent transmission information, including headers, return mailing and Internet protocol addresses;
      7. engage in any activities or actions intended to withhold or cloak Customer's or its Users; identity or contact information;
      8. use the MCSP connectivity services for any illegal purposes, in violation of any applicable laws or regulations or in violation of the rules of any other service providers, web sites, chat rooms or the like; and
      9. assist or permit any persons in engaging in any of the activities described above. If Customer becomes aware of any Prohibited Activities, Customer will use best efforts to remedy such Prohibited Activities immediately, including, if necessary, limiting or terminating User's access to Customer's on-line facilities.
    2. Investigation
      MCSP reserves the right to investigate suspected violations of the Prohibited Activities. When MCSP becomes aware of possible violations, MCSP may initiate an investigation which may include gathering information from the Customer or Customers involved and the complaining party. During an investigation, MCSP may block access at the router level to customer's equipment involved. If MCSP believes, in its sole discretion, that a violation of the Prohibited Activities has occurred, it may take responsive action. Such action may include, but is not limited to, temporary or permanent blocking of access to Customer's equipment, and the suspension or termination of the Customer's service. MCSP reserves the right to release the contact information of Customers involved in violations of system security to system administrators at other sites, in order to assist them in resolving security incidents. MCSP will also fully cooperate with law enforcement authorities in investigating suspicious activities.
  12. On-Site Conduct at MCSP's Data Centers and Facilities
    1. Only those individuals identified in writing to MCSP by the Customer on the Customer Information Form ("Representatives") may access the MCSP Data Centers. Customer shall deliver prior written notice to MCSP of any changes to the Customer Information Form and the list of Representatives. Customer and its Representatives shall not allow any unauthorized persons to have access to or enter any MCSP Data Centers. Customer and its Representatives may only access that portion of an MCSP Data Center made available by MCSP to Customer for the placement of Customer's equipment and use of the MCSP Data Center (the "Customer Area"), unless otherwise approved and accompanied by an authorized MCSP representative.
    2. Customer and its representatives agree to adhere to and abide by all security and safety measures established by MCSP from time to time and provided by MCSP to Customer. Customer and its Representatives shall also not do or participate in any of the following:
      1. misuse or abuse any MCSP property or equipment or third party equipment;
      2. make any unauthorized use of or interfere with any property or equipment of any other MCSP Customer;
      3. harass any individual, including MCSP personnel and representatives of other MCSP Customers;
      4. engage in any activity that is in violation of the law or aids or assists any criminal activity while on MCSP property or in connection with the MCSP Data Center Services
    3. Customer and its Representatives shall keep each Customer Area clean at all times. It is each Customer's responsibility to keep its area clean and free and clear of debris and refuse. Customer shall not, except as otherwise agreed to in writing by MCSP:
      1. place any computer hardware or other equipment in the Customer Area that has not been identified in writing to MCSP;
      2. store any paper products or other combustible materials of any kind in the Customer Area (other than equipment manuals);
      3. bring any Prohibited Materials (as defined below) into any MCSP Data Center. "Prohibited Materials" shall include, but be not limited to, the following:
        1. food and drink;
        2. tobacco products;
        3. explosives and weapons;
        4. hazardous materials;
        5. alcohol, illegal drugs and other intoxicants;
        6. electro-magnetic devices which could unreasonably interfere with computer and telecommunications equipment;
        7. radioactive materials;
        8. photographic or recording equipment of any kind (other than tape back-up equipment).
    4. The Customer agrees to use MCSP's services only for lawful purposes, in compliance with all applicable laws, rules and regulations. Specific Activities that are prohibited include, but are not limited to: threatening harm to persons or property or otherwise harassing behavior; violating U.S. export control laws for software or technical information; and fraudulently representing products or services.
  13. Miscellaneous
    1. Governing Law
      1. this Agreement shall be governed by and construed and enforced in accordance with the laws of the Maryland, without regard to its choice of law provisions.
    2. Notices
      1. the Terms and Conditions herein supersede all other representations, understandings or agreements and shall prevail notwithstanding any variance with Terms and Conditions or any SOA, or order submitted.

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