Addendum to Operating Agreement Llc by vsh20797

VIEWS: 203 PAGES: 12

More Info
									                                                                        Dedicated Voice Order Package
                                                                         Fax completed order package to:
                                                                                         (800) 301-7793

                 # of Pages (including cover):
                                              Date:


                       Customer Name:
Customer Information




                       Cust Contact Name (CCON):

                       CCON E-Mail Address:

                       CCON Phone Number:

                       Customer Fax Number:




                       Agent Name:
Agent Information




                       Agent Contact:

                       ACON E-Mail Addr.:

                       ACON Phone:

                       Agent Fax:




                                                      Dedicated Voice
                       Master Services Agreement
                       Dedicated Services Order Form
                       Dedicated Voice Site Survey
                       Trunk Group Addendum (if needed)
                       Rate Sheet for Each product ordered
                       Credit Application
                       Local Loop Quote Sheet
                       Account Code Form (if applicable)
                       Resp Org (if applicable)
                       Toll Free Routing Form (if applicable)
                       Vanity/New Toll Free Form (if applicable)
                                                                                Master Services Agreement
                                                                                                       Dedicated Services


Account Information
Company Name:                                                             Social Security # or EIN# (req):

Contact Name (First Name, Last Name, Title):                              Initial Est. Monthly Usage Amount:

Billing Address:


City:                                    State:                           Zip Code:

Contact Email:                           Contact Phone:                   Contact Fax:



  Telrite Corporation shall provide, and the named customer ("Customer") desires to purchase from Telrite,
  the services selected in this Agreement and all applicable Addenda (collectively "Service") on the
  following terms and conditions:

  1. SERVICES. Telrite will provide to Customer the international, interstate, intrastate, internet, and local
     telecommunications services ("Services") identified in the Agreement. The Services are provisioned
     by Telrite and/or through its applicable affiliates, subcontractors, and vendors. Customer shall pay
     the applicable rates and receive the applicable discounts listed in their Agreement, if any. For
     services and charges not specifically set forth in the Agreement, including, without limitation,
     installation and other non-recurring charges, Customer shall pay Telrite's standard rates or charges
     for the applicable service. In addition to these terms and conditions, additional terms and conditions
     may be associated with specific Services. Both sets of terms and conditions are binding on the
     parties. Any conflict between the two will be governed by the Service-specific terms and conditions.
     Telrite reserves the right to unilaterally amend any or all terms and conditions in response to
     regulatory changes beyond the control of Telrite that materially alter the feasibility or economics of
     the Services provided. Any costs associated with modifying or reprogramming Customer's
     equipment to make it compatible with Telrite-provided Service will be the responsibility of Customer.
     All offers of Service are subject to credit approval and may include utilizing Dun & Bradstreet reports
     requesting Customer financial statements.

  2. TERM. Unless otherwise specified in an addendum, the term of this Agreement shall commence on
     the Service activation date and continue for one (1) year. Service plans having a defined term
     automatically renew for successive terms at non-discounted term pricing existing at the time of
     renewal, equal in length to the prior term, unless Telrite or Customer provides written notice of
     termination at least sixty (60) days prior to the end of the current term. Customers who decline term
     plan renewal but retain Telrite Service will be converted automatically to a month-to-month
     agreement at the end of the current term.

  3. CHARGES. Telrite records shall document Customer’s Service location(s), quantities, and monthly
     recurring rates stabilized under this Agreement, as well as the applicable one-time charges for initial
     installation, discounts or credits, which are incorporated into this Agreement by reference. In addition
     to the monthly charge(s), the Customer will pay all applicable taxes, tax-like charges, and tax-related
     surcharges (as such terms are defined in the Agreement). If Customer provides Telrite with a duly
     authorized exemption certificate, Telrite will exempt Customer in accordance withlaw, effective on the
     date Telrite receives the exemption certificate. When applicable, Telrite may apply additional
     charges related to the Customer order when optional services are performed byTelrite, an underlying
     carrier or Affiliate or subcontractor at the request of the Customer. These charges may include
     without limit, extending demarcation points or extending wiring inside a customer premise.

        3.1 Telrite will monitor Customer's monthly call distribution between and within each pricing tier and
                                                                                      Telrite Master Services Agreement v1.0
            identify excessive traffic originating from or terminating to a High Cost Area ("HCA") defined as 03/24/05
                                                                                                             created
            high-cost LATA's and non-Regional Bell Operating Company areas. Customer must maintain a
                                                           2 of 12
            minimum traffic mix of no less than 70% tier A, and no more than 20% tier C on flat-rate pricing.
            Telrite will provide Customer with a list of HCAs by and within each tier upon request. Telrite
      authorized exemption certificate, Telrite will exempt Customer in accordance withlaw, effective on the
      date Telrite receives the exemption certificate. When applicable, Telrite may apply additional
      charges related to the Customer order when optional services are performed byTelrite, an underlying
      carrier or Affiliate or subcontractor at the request of the Customer. These charges may include
      without limit, extending demarcation points or extending wiring inside a customer premise.

     3.1 Telrite will monitor Customer's monthly call distribution between and within each pricing tier and
          identify excessive traffic originating from or terminating to a High Cost Area ("HCA") defined as
          high-cost LATA's and non-Regional Bell Operating Company areas. Customer must maintain a
          minimum traffic mix of no less than 70% tier A, and no more than 20% tier C on flat-rate pricing.
          Telrite will provide Customer with a list of HCAs by and within each tier upon request. Telrite
          reserves the right to apply a three cent ($0.03)/minute surcharge to all calls that exceed the HCA
          threshold described above.
     3.2 Unless otherwise specified in an addendum, the minimum usage per span is $1000 per month. If
          customer does not bill the minimum per span, Telrite Corporation reserves the right to charge the
          difference between actual usage per span and the minimum requirement per span in order to
          satisfy the minimum usage requirement on a span basis.
4. PAYMENT. Customer agrees to pay Telrite no less than the above stated Long Distance Usage per
   Month regardless of call volume, usage, or any other factor. Customer understands that the
   Customer is receiving better rates in exchange for minimum commitment of long distance usage per
   month. Customer agrees to pay Telrite for all Services within (30) thirty days of invoice date. All
   payments must be made in U.S. Dollars. Payments must be made at the address designated on the
   invoice or other such place as Telrite may designate. Payments received will be applied first to past
   due amounts followed by late charges, recurring fees, intelligence fees, and other fees with any
   remaining funds applied to outstanding long distance charges. Amounts not paid on or before (30)
   thirty days from invoice date shall be considered past due and Customer agrees to pay a late
   payment charge equal to the lesser of (a) one and one-half (1.5%) per month compounded; or (b) the
   maximum amount allowed by applicable law as applied against the past due amounts. If Customer
   does not give Telrite written notice of a dispute with respect to Telrite charges or application of taxes
   or fees within six (6) months of the date of an invoice, such invoice shall be deemed to be correct and
   binding on Customer. All reasonable costs and expenses, including but not limited to attorney’ fees,
   expenses, court costs and service charges, incurred by Telrite in collecting payment will be an
   expense of and charge to Customer.

5. TERMINATION. Termination without cause by either Party is a breach of this agreement. Customer
   or Telrite may terminate this Agreement for cause upon thirty (30) days written notice. Notice must
   state plainly the cause for termination and means to cure said cause, if any. Prior to termination by
   said notice, the non-terminating party has thirty (30) days to cure,. Non-terminating party must
   submit in writing, within the thirty (30) day cure period, the details of why the cause is insufficient or
   has been cured. If no such written cure is submitted to terminating party, it will be assumed that non-
   terminating party accepts the termination. If terminating party does not accept the explanation or
   cure it must notify non-terminating party in writing, but is not required to provide any further notice
   before termination in addition to initial thirty (30) days. Cause includes, but is not limited to (i) any
   material breach of the terms of this Agreement, (ii) either party becoming the subject of a voluntary
   petition in bankruptcy or an involuntary proceeding relating to insolvency, receivership, liquidation, or
   composition for the benefit of creditors by seven (7) days’ prior written notice, (iii) the other party
   becoming the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating
   to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or
   proceeding is not dismissed within sixty (60) days of filing, (iv) the other party engages in fraud,
   embezzlement, theft, conviction of a felony or any crime involving moral turpitude, and Customer’s
   failure to pay any invoice within thirty (30) days after the date of the invoice. If Telrite terminates this
   Agreement for cause or Customer terminates this Agreement WITHOUT proper cause, Customer
   shall pay early termination charges. For termination prior to provisioning of Services and after
   execution of this Agreement, early termination charges shall be those reasonable expenses incurred
   by Telrite through the date of termination. If, after activation of Service, Customer requests
   termination of Service without cause or if Telrite terminates this Agreement for cause, Customer
   agrees to: (a) pay an early termination charge on usage-based products if applicable, in accordance
   with the product specific addendum (as indicated in the Business Services Order Form) attached; (b)
   pay Telrite for Services actually received; (c) repay Telrite for any credits, discounts, or waived costs
   received. Month-to-month Service Agreements may be terminated on 30 days’ written notice to
   Telrite. In the event the customer is denied service for non payment, said customer will be solely
   responsible for any reconnection charges incurred by Telrite by the its underlying carrier.

 6. SERVICE SUSPENSION/MAINTENANCE. Telrite may from time to time suspend Service for routine
                                                                                                        give
    maintenance or rearrangement for a short period of time. Whenever possible, Telrite will Agreement v1.0
                                                                               Telrite Master Services
    Customer advance notification. Any Telrite liability resulting from a Service suspension shall be
                                                                                                      created 03/24/05
    determined in accordance with Section 7 of this Agreement.
                                                     3 of 12
 7. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.                          TELRITE SHALL NOT BE
  Telrite. In the event the customer is denied service for non payment, said customer will be solely
  responsible for any reconnection charges incurred by Telrite by the its underlying carrier.

6. SERVICE SUSPENSION/MAINTENANCE. Telrite may from time to time suspend Service for routine
   maintenance or rearrangement for a short period of time. Whenever possible, Telrite will give
   Customer advance notification. Any Telrite liability resulting from a Service suspension shall be
   determined in accordance with Section 7 of this Agreement.

7. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES. TELRITE SHALL NOT BE
   LIABLE TO CUSTOMER FOR ANY INCIDENTIAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL
   DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, LOSS OF
   BUSINESS, OR LOSS OF PROFIT. In no event shall Telrite be liable for the acts, omissions, or
   delays imposed by third-party vendors to Telrite as long as Telrite has made reasonable efforts to
   obtain the necessary services on a timely basis. Any Telrite liability to Customer for any damages of
   any kind under this Agreement shall not exceed, in amount, a sum equivalent to the applicable out-
   of-service credit. Remedies under this Agreement are exclusive and limited to those expressly
   described herein. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED AS TO ANY TELRITE
   SERVICES, RELATED PRODUCTS, EQUIPMENT, SOFTWARE OR DOCUMENTATION. TELRITE
   SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT
   LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
   PURPOSE, OR TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS

8. General Provisions
       a.   Assignment. Neither party may assign this Agreement or any of its rights hereunder without
            the prior written consent of the other party, which consent shall not be unreasonably withheld;
            provided that Telrite may assign this Agreement to an affiliate or successor without the
            Customer’s written consent.
       b.   Severability. If any provision of this Agreement is held to be invalid or unenforceable, the
            remainder of this Agreement will remain in full force and effect, and such provision will be
            deemed to be amended to the minimum extent necessary to render it enforceable.
       c.   Entirety. No provision of this Agreement may be modified, waived or discharged unless such
            waiver, modification or discharge is agreed to in a writing signed by the Independent
            Contractor and TC. This Agreement is the entire agreement between the parties as to the
            subject matter addressed; no other agreements or representations, oral or otherwise,
            express or implied, with respect to the subject matter hereof have been made by Parties.
       d.   Force Majeure. If performance by Telrite of any obligation under this Agreement is
            prevented, restricted, or interfered with by causes including without limitation, failure, or
            malfunction of Customer-supplied equipment, acts of God, explosions, vandalism, cable cut
            storms, fires, floods or other catastrophes, power failure, national emergencies, insurrections,
            riots, wars, strike, lockouts, boycotts, work stoppages or other labor difficulties, or any law,
            order, regulation or other actions of any governmental authority, agency, instrumentality, or of
            any civil or military authority, then Telrite shall be excused from such performance on a day-
            to-day basis to the extent of such restriction or interference.
       e.   No Waiver or Forbearance of Breach: The waiver by any Party of the breach of any
            provision of this Agreement shall not be deemed to be a waiver of any subsequent breach.
            Forbearance of any breach of this Agreement shall not constitute acceptance or approval of
            that breach or of any future breach, nor shall it prejudice Party’s right to action in response to
            any breach.
       f.   Arbitration. Parties agree upon any and all disputes to submit to final and binding arbitration
            according to the rules of the American Arbitration Association. The laws of the State of
            Georgia shall govern this Agreement and parties agree to file submission to an arbitrator
            located in Atlanta, Georgia.




                                                                                    Telrite Master Services Agreement v1.0
                                                                                                           created 03/24/05
                                                       4 of 12
Telrite Corporation/Authorized Agent                   Customer
By:                                    By:

Title:                                 Title:

Date:                                  Date:

Agent Sales ID:                        Company Name:




                                                             Telrite Master Services Agreement v1.0
                                                                                    created 03/24/05
                                        5 of 12
                                                                                                                                        Dedicated Voice Order Form

                              Customer Name:                                                                                      0
    Information
     Customer




                              Cust Contact Name (CCON):                                                                           0
                              CCON E-Mail Address:                                                                                0
                              CCON Phone Number:                                                                                  0
                              Customer Fax Number:                                                                                0

                                Service Type
                                Site Address
                                City
                                State
                                NPA-NXX
       Services and Charges




                                Carrier
                                Install (NRC)
                                Loop (MRC)
                                Expedite Fees (NRC)
                                Charge/TF Number             Set-up Fee:                                           MRC:
                                Calling Card                 Set-Up Fee:                                           MRC:
                                ISDN/PRI Charges             NRC:                                                  MRC:
                                (Insert Other Charges)
                                (Insert Other Charges)
                                Term

                                                                    1+ Outbound                             Toll Free Inbound2              Extended Domestic/International
                              Carrier
      Rates1




                              Interstate
                              Intrastate
                              Rate Plan ID
    Summary




                              Total One-Time Charges (NRC)                                                                              $0.00
     Billing




                              Total Recurring Charges (MRC)
                                                                                                      Weekly                      Monthly
                              Billing Increments
       Additional Info




This addendum describes rates, services, and service terms for the services ordered in this Addendum only. All rates, services, and terms
are subject to the Terms and Conditions of the Master Services Agreement. Insofar as any item in this Addendum congflicts with any item
in the Master Services Agreement, the item(s) in this Addendum shall prevail. Customer and Telrite hereby agree to all Services, Terms,
and Rates in this Addendum.



Customer Signature                                                                                              Telrite Signature


Customer Name Printed                                                                                           Telrite Printed


Date                                                                                                               Date


1
    Telrite Ded Rates Sheet must be initialed by customer and included in order package
2
Attach existing TF #s to order using Toll-Free Resp Org form. Indicate requests for new TF on Site Survey
                                                                                                                                                      Dedicated Services Order Form v1.0
                                                                                                                                                        Dedicated Voice Site Survey
                                                                                                                                                        LD Carrier:             Qwest          MCI




                                     Customer Name:                                0                                               Name:
 Information




                                                                                                              Information
  Customer




                                     Contact:                                      0                                               Contact:




                                                                                                                Vendor
                                     Email:                                        0                                               Email:
                                     Phone:                                        0                                               Phone:
                                     Fax:                                          0                                               Fax:


                                   Circuit Type &
                                                               DS3         Quantity:                              DS1         Quantity:
                                   Quantity:
                                   DS3 Framing                 C-bit                      M13                                       Clear Channel

                                   Direction                   Outbound Only              Inbound Only                              Bi-Directional

                                   Product Type:               800 Svc            Termination

                                   Signaling:                  SS7                PRI (ISDN)         Ground                 Loop             E&M Wink      E&M Immediate
    Order Features




                                   Circuit Selection           Most Idle          Least Idle         Ascending              Descending
                                   Sequence:
                                   Framing:              D4/SF AMI                     Multiple Trunk Grps :                         Yes         No     Pulse Type:           DTMF        MF

                                   Framing:              ESF/B8ZS                      Answer Supervision:                           Yes         No     ANI Delivery:         Yes         No

                                   Feature Group         Yes               No                                                        Yes         No                           Yes         No
                                                                                       Account Codes:                                                   DNIS Digits:
                                   D:
                                   International:        Yes               No          Acct Code Verification:                       Yes         No     DNIS Length:
                                   Overflow:             Yes                No         Acct Code Length:

                                   Pseudo ANI:           Yes               No          10 Digit Pseudo:

                                   Toll-Free info:       Existing          New         Type of new Toll-Free:                      Vanity      Random     Quantity:

   ***                             Customer is responsible for all muxes, CSU/DSU, channel banks and all on site equipment and wiring.
                                   Physical Street
                                   Address:
                                   Bldg, Floor &
                                   Suite/Room #:
                                   City, State, Zip:
                                   Main Listed Phone
    Install Location Information




                                   Number:
                                   Local Contact (LC):
                                   LC Phone Number:
                                   Manned or Unmanned
                                                               Manned             Unmanned
                                   Site:
                                   Origination NPA-NXX
                                   Jack Type:
                                   Extended Demarc:            Yes                No
                                   Extended Demarc
                                   Location:
                                   Switch/Equipment
                                   Type:

                                   Loop Quote ID:




                                                                                                                                                                           Dedicated Voice Site Survey v1.0
                                                                                                                                                                                          created 03/21/05
Telrite Corporation
                                 Primary "D" Ch. Loc.:

                                 2ndary "D" Ch. Loc.:
     ISDN Required Information




                                 NFAS:                   Yes       No



                                 Switch Protocol:        5ESS      4ESS       DMSSL1     NIL


                                 ISDN Protocol:          HDLC      Inverted HDLC


                                 Default ANI:

                                 ISDN Equip. Type:

                                 ISDN Equip. Mfr:

                                 Local loop ordered
                                 by:                     Telrite   Customer        N/A
 Loop/ Access




                                 Cross-connectt
  Information




                                                         Telrite   Customer
                                 ordered by:
                                 New or Existing
                                                         New       Existing        CFA
                                 Facilities:
                                 CFA:
                                 Slotting Info (if
                                 existing):

                                 Customer Point
                                 Code:
    SS7 Required Information




                                 Customer CLLI Code:

                                 TCICs:

                                 Operating Carrier No.    IMT        FGD


                                 Protocol:

                                 Switch Type:

                                 Hub Provider:


                                                                                    Other Order Information




                                                                                                              Dedicated Voice Site Survey v1.0
                                                                                                                             created 03/21/05
Telrite Corporation
                                                                                                Trunk Group Addendum
                            Customer Name:                                              0
Information
 Customer




                            Cust Contact Name (CCON):                                   0
                            CCON E-Mail Address:                                        0
                            CCON Phone Number:                                          0
                            Customer Fax Number:                                        0

                                                        Trunk Group 1   Trunk Group 2       Trunk Group 3     Trunk Group 4

                            Trunk Group:

                            Direction:

                            Start Signal:
  Trunk Group Information




                            Slot Assignment:

                            Outpulse:

                            Applications:

                            Time of Day Routing:

                            Percent Allocation:

                            Origination Routing:

                            Trunk Group ID:

                            Outpulse ANI (Psuedo):

                            Toll Free Number:

                            Circuit Selection Seq.:




                                                                                                            Trunk Group Addendum v1.0
                                                                                                       Credit Application

Application is hereby made for the extension of credit

Customer Information
Legal Name (Doing Business as (DBA) if applicable:

Tax ID Number:                                            Est. Mthly Revenue:
Billing Address:
City:                                                           State:              Zip:
Phone:
Nature of Business:
Years of operation under current                                                        Number of
ownership:                                                                              Employees:
Structure of business: (e.g.
corporation, sole proprietorship,
partnership, LLC)

Principal/Partner/Officer:                                                        Title:
Home address of principal:
Home phone number of
Social Security #:
principal:

Bank Reference
Bank Name:                                                Account #:
City:                                                     State:                                Zip:
Contact:                                                  Phone:

Trade References
     Vendor                                Address (City & State)                           Account #              Phone




I hereby represent that I am authorized to submit this application on the behalf of the customer named above, and the
information provided is for the purpose of obtaining credit and is warranted to be true. I hereby authorize Telrite Corporation
to investigate the references listed pertaining to credit and financial responsibility sold. I further represent that the company
applying for credit has the financial ability and willingness to pay for all invoices with established terms.




Print Name:                           Date:



Authorized Signature:                 Title:
                                                                                      Toll Free Resp Org

        Letter of Authorization for Toll Free Number and Responsible Organization Form

                  Toll Free           Ring-to-Number or                                            Switched/
   SVC                                                                Area of Service**
                 Number(s)                  Trunk                                                  Dedicated
    Voice                                                           48        50        Canada       Switched
    Fax                                                             VI/PR      Intl                  Dedicated

    Voice                                                           48        50        Canada       Switched
    Fax                                                             VI/PR      Intl                  Dedicated

    Voice                                                           48        50        Canada       Switched
    Fax                                                             VI/PR      Intl                  Dedicated

    Voice                                                           48        50        Canada       Switched
    Fax                                                             VI/PR      Intl                  Dedicated

    Voice                                                           48        50        Canada       Switched
    Fax                                                             VI/PR      Intl                  Dedicated

    Voice                                                           48        50        Canada       Switched
    Fax                                                             VI/PR      Intl                  Dedicated
                                          Appointment of Agent
The Undersigned Customer hereby appoints Telrite Corporation to act as its authorized agent for all
matters pertaining to the toll-free number(s) listed on this form. This agency includes, without limitation,
the ordering or rearrangement of service assignment of primary carrier service requests, disconnection of
service and other requests as deemed necessary by Telrite Corporation to implement the toll-free
services.

Holder Information:

Holder Name:

Address:

City:

Contact Telephone:

Contact Fax:

Signatory Name (printed):

Title:

Authorized Signature:

Date:

   **If requesting restriction for area of service, please attach a sheet clearly defining those restrictions.
                                        Verified Account Codes List & Calling Cards

               Customer Name:                   0
 Information
  Customer




               Contact Name:                    0
               Email:                           0
               Phone Number:                    0
               Fax Number:                      0


Verified Account Codes
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:
Code:                           Name:   Code:           Name:


Calling Cards
Name:                                   Name:
Name:                                   Name:
Name:                                   Name:
Name:                                   Name:
Name:                                   Name:

								
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