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CityHosted™ Services That Save Tons of Time #17: Call Rejection.

Call Rejection is a great way to save time – and headaches. It is a valuable feature on your CityHosted phone system.

Today, every one of us receive phone calls from people we don’t know or don’t need to hear from. This happens to everyone. And because time is money, it’s up to you to control when and why you pick up the phone.

Call Rejection helps prevent lost productivity.

According to an article on ZDNet, small businesses in the US lose nearly half a billion dollars a year in productivity handling telemarketing and other unwanted calls. So, that’s a big number! You may not lose billions, but unwanted calls lower productivity and are a waste of time.

Unwanted incoming calls affect everyone in your company. And, these calls don’t contribute anything to productivity or to success. As a business owner, you know how all the little things add up. Consequently, you know business suffers each and every time an unwanted call is taken. It is that simple.

Sounds like a cliche, but every moment DOES count.

Your time is your most vital resource, now more than ever. So that means you can lose profitability through small inefficiencies throughout your day. Every additional second it takes your website to load is costly. If customers have to visit several web pages to purchase something, every additional click is problematic. You lose valuable time with every incoming call that doesn’t lead to a sale. That’s why time management tools like Call Rejection will make a difference.

In conclusion, you can use your phone to become a lot more efficient. You should check out the huge list of time saving services available on a City Communications CityHosted™ phone system. If you already are a CityHosted™ client, get more out of your phone system. Connect with your City Communications Representative today.

 

Robert BauschCityHosted™ Services That Save Tons of Time #17: Call Rejection.
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Today I can either stomp out disease or compare voice and data rates. CityCom is the cure.

You are busy. And besides – who wants to take the time to try to save money by finding a new voice and data provider. You would have to talk to dozens and dozens of carriers. Get to know CityCom.

Are you like the people we know? They have medical practices to build. They have law offices to run. Some have dynamic growing consulting practices to stay on top of. And, we know a lot of busy franchisors who have a lot to worry about.

CityCom negotiates better voice and data rates for businesses – like yours.

The CityCom team negotiates with over 60 carriers nationwide. As a result, we know more about voice, data, and Internet than your average Joe. In fact, we consistently get the lowest possible rates for our customers on all the services we negotiate. We guarantee it.

Not only that, we work with just about every type of small business. That means we have experience with a workplace just like yours. We can have a quick discussion about the nuances of your business, and then we’ll get to work saving you money — and improving the service you receive from the carriers you rely on.

CityCom negotiating services are free to you: Our fees are paid for by carriers.

And here’s something you probably can’t say about your business – all the negotiating we do on your behalf is paid for by voice and data carriers. That means CityCom saving you money doesn’t cost you any.

As a result, we help lot’s of people with businesses just like yours get the lowest possible cost. And, it’s easy to get started. First, you send us copies of your latest voice and data carrier invoices. Then, we’ll take it from there.

You can get back to saving lives. Keep busy defending clients. Spend your time building business. Devote 100% of your work day to helping customers.

Meanwhile, we will be working for you. By making sure you get the lowest costs.

Finally, if you need help jumpstarting the process. Just make a quick phone call to 1(800) 289-1828. We’ll dig right in to the project. And you can get right back to work. You can get more information here.

Robert BauschToday I can either stomp out disease or compare voice and data rates. CityCom is the cure.
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City Communications stands up Avaya contact center in 24 hours

In the wake of Hurricane Harvey, a major government agency turned to City Communications and Windstream to get their contact center stood up as quickly as possible to help the people of Houston.

Thanks to an “all hands on deck” approach, City and Windstream were able to successfully stand up the Avaya contact center seats within 24 hours.

“We typically don’t need to set up call centers that quickly, but it is nice to know that we can in an emergency,”  said John Casas of City Communications.

The center will continue to support relief efforts for Harvey victims and potentially future disasters as well.

Read and share the LinkedIn Post.

Jake PetersenCity Communications stands up Avaya contact center in 24 hours
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Simultaneous Ring: Get all the important calls picked up by whoever is first available.

All incoming calls are not created equal. Some calls are more important than others. And, when you have Simultaneous Ring, the important calls get the attention they require.

Simultaneous Ring is a great solution. Someone on your team can respond immediately to each important call.

Simultaneous Ring – Calls Ring at Multiple Phones at the Same Time.

It’s easy.  In fact, Simultaneous Ring is set up free if you are a CityHosted customer. You simply input important customer and client phone numbers into your CityHosted™ system. Then, you set the priorities. You select the important numbers. That way, whoever is available first when a call comes in can pick up the call. It means you will deliver faster responses.

Simultaneous Ring is a great feature. When phones are spread out across a wide ares, it is really helpful. But it doesn’t matter where the phones are located. You control how many phones ring at once.

The Sales Manager’s phone will ring if she is in Buffalo. Your Sales Rep will also get the call down in Houston. The call will go to the company Customer Service hotline. And, you can have all important calls sent to your phone as backup.

You won’t lose a potential sale. You won’t miss inquiries from new prospects. So think of it like this. You are ‘copying’ your whole team on incoming calls. All the options are yours.

Simultaneous Ring is a FREE feature.

The only technical requirement for this free service is an active CityHosted™ account. And of course, Simultaneous Ring is included in your services if you are a Virtual Call Center customer. You can learn more about Simultaneous Ring services here.

Want to learn more about Call Center environments? You can get more information about having a Virtual Call Center here. If your company is small, it’s a great way to play bigger. And, it’s a great way to extend your incoming call coverage.

You can probably utilize lots of other CityHosted™ services. So, you should get in touch with a City Communications Representative today.

Call 1-800-289-1828 right now. Your call is important.

Robert BauschSimultaneous Ring: Get all the important calls picked up by whoever is first available.
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City Spotlight: Commercial Plus – Trusted Business Advisors

Working with great people who run great businesses is one of the benefits of being part of the City Communications team. A great example is Commercial Plus Business Advisors in Scottsdale, Arizona.

Established in 1983, Commercial Plus has over 30 years of experience representing entrepreneurs and growing companies, providing them with real estate and business advisory services. The firm has grown to become one of the leading middle market advisors to businesses in this arena.

Expertise in virtually every mid-size business category is available to owners, including manufacturing, transportation and logistics, construction, distribution and consumer goods.

The company currently has special focus on the Car Wash / Gas Station / Convenience Store segment. Operating in this highly competitive, dynamic and profitable business category requires the best retail expertise possible; retailers, owners and investors get the support they need from Commercial Plus.

Communications is a critical component of the Commercial Plus service model. They are out in the marketplace, speaking with entrepreneurs and hard-working business owners, helping them find a buyer for a business, lining up commercial financing, or bringing merger and acquisition solutions. So, when their CityHosted phone service was affected by an issue with their internet service provider, they looked to City Communications for immediate help. The team at City was able to quickly deploy a solution utilizing SD Wan to remedy the issue and allow Commercial Plus to get back to business.

The Commercial Plus Team – people working on client objectives through a culture of excellence, integrity and hard work – consists of highly dedicated and informed professionals with a proven system that successfully completes transactions. Commercial Plus, its affiliates and subsidiaries currently have locations in Arizona, California and Illinois.

You can learn more about Commercial Plus at http://commercialplus.com or call to get connected to a Commercial Plus professional at (480) 391-8800.

The City Communications team eliminated dropped phone calls and Internet outages for the Commercial Plus organization with dependable SD Wan service and support. Get more information about SD Wan services at: https://www.citycommunications.com/our-services/sdwan/

Robert BauschCity Spotlight: Commercial Plus – Trusted Business Advisors
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CityHosted – Avaya IP Office Master Service Agreement

UPDATED ON AUGUST 15, 2017

By installing and using the services, Buyer acknowledges acceptance of the following Terms and Conditions of Sale as well as the CityHosted MSA.

  1. Definitions

a.    Where used in these Terms and Conditions of Sale:

i.  “Authorized Representative” means any person who holds the job title and  office  of  General  Manager,  Finance  Director  or Vice-President.

ii. “Buyer” means [ ].

iii. “Conditions” means these Terms and Conditions of Sale

iv. “Contract” means any agreement for the purchase and sale of Products from CITYHOSTED to Buyer which result from a Purchase Order submitted to and accepted by CITYHOSTED.

v.  “Contract Date” means the date upon which a Purchase Order is accepted by CITYHOSTED.

vi. “Force Majeure” means,  without  limitation,  any  acts  of  God, government,  war,  terrorism,  riot,  fire,  floods,  earthquakes, explosions,  strikes,  lockouts, cessation  of  labour,  trade disputes,  breakdowns,  accidents  of  any  kind  or  any  other causes  which  are  beyond  the  reasonable  control  of  CITYHOSTED (including delay or shortages by its Suppliers).

vii. “Goods” means any Supplier’s goods and/or software, or any instalment or parts thereof, which are supplied by  CITYHOSTED to Buyer  pursuant  to  a  Contract, including  any  Supplier documentation related thereto.

viii. “Nonstandard  Products”  means  Goods  that  are:  (a)  custom ordered;  (b)  custom  manufactured;  (c)  custom  programmed; (d) built or configured to Buyer’s specifications; (e) published as  configured,  non-standard  or  non-cancellable  on  the Supplier’s price list; (f) included in any Supplier’s policy as non-cancellable;  (g)  not  maintained  in  CITYHOSTED’s  inventory;  (h) discontinued,  end  of  life  or  withdrawn;  (i)  Goods  that  the Supplier  will  not  accept  on  return  without  imposing  any restocking  or  freight  charges;  or  (j)  Services  unless  the Statement of Work includes a description of cancellation rights.

viii. “Products” means any  combination  of  Goods,  Non-standard Products and Services which are supplied by CITYHOSTED to Buyer pursuant to a Contract.

ix.  “Purchase Order” means  Buyer’s  oral,  written  or  electronic order  for  Products  and  shall  include  any  order  that  Buyer places online through CITYHOSTED’s eCommerce tool or transmits via email or facsimile.

x.   “Services” means any Supplier’s services which are supplied by CITYHOSTED to Buyer pursuant to a Contract.

xii. “Supplier”  means  the  supplier,  licensor,  publisher, manufacturer or other third party provider of Products.

xiii. “CITYHOSTED”  means  MJ2 IP, LLC dba City Hosted Solutions with  a registered office at 5425 E. Bell Road, Suite 141, Phoenix, AZ 85254 and any of its subsidiaries.

b.  As used in these Conditions, (i) any reference to a statute shall be construed as a reference to that statute as amended, reenacted or otherwise modified from time to time, (ii) the term “including” will always be  deemed  to  mean  “including,  without  limitation”,  (iii)  a definition is equally applicable to the singular and plural forms of the feminine, masculine and neuter forms of the term defined, and (iv) any headings in the Conditions are for convenience only and shall not affect the interpretation of any terms.

c.  To the extent that Buyer is purchasing Cloud Services from CITYHOSTED, Buyer  confirms  that  the  Cloud  Services  shall  be  provided  in accordance  with  the  applicable  terms  and  conditions  posted  on CITYHOSTED’s website at https://www.citycommunications.com/legal (“Terms”).   Buyer  agrees  to be bound by the Terms (as amended by CITYHOSTED from time to time) applicable at the time of provision of Cloud Services.  Buyer has been provided ample opportunity to review the Terms. Buyer takes particular notice that the Terms include specific clauses including, but  not  limited  to:  (A)  LIMITATION  OF  LIABILITY;  (B) SUBSCRIPTION  TERMS;  (C)  RESELLER  AGREEMENT;  (D) SUSPENSION  OF  ACCESS;  (E)  INDEMNIFICATION  AND LIMITATION OF LIABILITY, and certifies that such clauses have been brought to Buyer’s attention.  By signing these  Conditions, Buyer agrees to be bound by the Terms as applicable to Cloud Services.

2.  General Ordering Terms.

Buyer may purchase Products under these Conditions by issuing a Purchase  Order  to  CITYHOSTED.  Only  a  Purchase  Order  submitted  by Buyer  shall  constitute  an  offer  to  contract  subject  to  these Conditions,  however,  a  Purchase  Order  shall  not  be  deemed  a Contract  unless  and  until  the  earlier  date  upon  which:  (i)  written confirmation is provided by CITYHOSTED, or (ii) CITYHOSTED proceeds with the fulfilment of the Purchase Order (“Purchase Order Acceptance”). No additional or alternative terms or conditions or any alteration to these Conditions  proposed  by  the  Buyer  contained  or  referred  to  in  a Purchase Order or other form submitted to CITYHOSTED shall be deemed to  apply  unless  they  are  expressly  accepted  in  writing  by  an Authorized Representative of CITYHOSTED with respect to that Purchase Order.

3.  Cancelling & Rescheduling Purchase Orders.

a.  Except as  set  forth  below,  no  Purchase  Order  which  has  been accepted  by  CITYHOSTED  may  be  cancelled  or  rescheduled  by  Buyer except with written agreement by CITYHOSTED.

b.  Buyer may  cancel,  reschedule  or  modify  a  Purchase  Order  for Goods any time prior to shipment.

c.  If Buyer  has  elected  to  purchase  Non-standard  Products,  Buyer understands  and  agrees  that  any  Contracts  for  Non-standard Products  may  not  be cancelled,  withdrawn,  rescheduled  or otherwise modified by Buyer, unless such cancellation, withdrawal, rescheduling or modification occurs prior to CITYHOSTED’s placement of the order with the Supplier. Buyer further understands and agrees that such Non-standard Products, except as set forth under Section 11 (“Warranty Assistance”), may not be returned, refused or rejected for any reason whatsoever. Further, Buyer shall not be entitled to a credit  or  refund  for  such  Non-standard  Products  for  any  reason whatsoever.

d.  Where an order is shipped in installments, once the time to cancel the initial instalment has passed (as determined by the terms of this Agreement), subsequent instalments may not be cancelled unless otherwise agreed  in  writing  by  an  authorized  representative  of CITYHOSTED.

e.  Any cancellation, rescheduling or modification of a Purchase Order is conditioned upon Buyer reimbursing CITYHOSTED for all reasonable, verifiable costs (including the cost of all labor and materials used), damages and expenses actually incurred by CITYHOSTED as a result of such action, which may include, but is not limited to, CITYHOSTED’s costs and expenses of recovering Products delivered or in transit and, in CITYHOSTED’s  sole  discretion,  a  fifteen  percent  (15%)  restocking  fee. CITYHOSTED will use commercially reasonable efforts to mitigate any such costs, damages and expenses.

Prices.

a.  The price of Products on the Contract Date shall be: (i) the quoted price (which shall be given formally in writing and be valid for seven (7) days  following  the  date  of  quotation),  or  (ii)  the  list  price  in CITYHOSTED’s then current published price list on the date of Contract, where no price has been quoted or a quoted price has expired. All prices and charges are exclusive of, and Buyer shall be responsible for,  the  cost  of  handling,  packaging,  interest,  shipping,  delivery, insurance  (unless  as  otherwise  agreed),  configuration,  fulfilment, cancellation, or rescheduling charges, and other services, as well as applicable duties, fees, sales, use, consumption, privilege, and other taxes (other than taxes based upon CITYHOSTED’s net income), for which  the  Buyer  shall  be  additionally  liable  for  paying  to  CITYHOSTED. CITYHOSTED shall, upon request, quote the additional costs of such items to Buyer. Buyer shall make all payments of any such taxes to CITYHOSTED without reduction. All taxes shall be paid by Buyer to CITYHOSTED unless user  provides  CITYHOSTED  with  a  valid  certificate  of  exemption acceptable to the appropriate taxing authority.

b.  In the event a Supplier should grant a special pricing consideration, promotion or discount to CITYHOSTED and such Supplier pricing is made available to Buyer (“Pass-Through Discounts”), the Buyer agrees to adhere to  the  terms  and  conditions  of  such  Pass-Through Discounts,  which  may  include  the  obligation  to  trade  in  certain products or provide for limited use credits (“Pass-Through Discount Terms”), and agrees to indemnify CITYHOSTED for any Supplier claims against CITYHOSTED for Buyer’s failure to comply with such Pass-Through Discount Terms. Buyer agrees that payment and receipt of benefits under Pass-Through Discount Terms are contingent upon Buyer’s compliance with such terms, and further agrees to pay any costs or fees, if any, charged to CITYHOSTED by the Supplier for participation in Pass-Through Discounts.

Payment.

a.  Buyer shall  pay  the  undisputed  purchase  price,  without  any deduction  or  set-off,  within  thirty  (30)  days  from  the  date  of  the invoice, which shall be issued to Buyer on the date that Products are shipped  CITYHOSTED  may  charge  Buyer  interest,  both  pre-  and  post-judgment, on any unpaid past due amount that is not in dispute, at the rate of 1.5% per month until full payment is made. For clarity, a part of a month shall be treated as a full month for the purpose of calculating interest. CITYHOSTED reserves the right to withhold shipment of all or any part of an order, or to require prepayment, in the event CITYHOSTED determines in its sole judgment that Buyer is unable to make timely payment.

b.  Buyer grants  CITYHOSTED,  and  CITYHOSTED  retains,  a  purchase  money security  interest  in  the  Product.  Buyer  agrees  to  cooperate  with CITYHOSTED  to  perfect  CITYHOSTED’s  security  interest.  Buyer  authorizes CITYHOSTED to file any such instrument, including without limitation, any UCC Financing Statements without Buyer’s signature or on behalf of Buyer as Buyer’s irrevocably appointed attorney-in-fact.

c.  All express  deliveries  are  subject  to  additional  shipping  charges regardless of invoice value.

d.  If (i) Buyer fails to make any payment under any Contract when due; (ii) any  distress  or  execution  is  levied  upon  Buyer’s  property  or assets; (iii) Buyer makes or offers any arrangement or composition with its creditors; (iv) Buyer is a body corporate and any resolution or petition to wind up Buyer’s business (other than for the purpose of  amalgamation  or  reconstruction)  is  passed  or  presented;  (v) a receiver, administrator, manager or analogous person is appointed in respect of the undertaking, property or assets of Buyer or any part thereof; (vi) Buyer is an individual or a partnership, and any grounds arise for the presentation of a petition for a bankruptcy order made under Part IX Chapter 1 Insolvency Act 1986 or any statutory re-enactment or modification thereof or on the presentation of such a petition (an “Act of Bankruptcy”); or (vii) Buyer exceeds its credit limit then,  without  prejudice  to  any  other  right  or  remedy  available  to CITYHOSTED, the full price of all Products delivered to Buyer under any Contract,  but  not  paid,  shall  become  immediately  due (notwithstanding  any  previously  agreed  credit  terms)  and  CITYHOSTED may take any or all of the following courses of action:

i.   by notice,  suspend  or  terminate  any  Contract  or  any  part thereof, without liability, stop any Products in transit;

ii.  set-off any amounts due against any credit note, balance or other liability issued by CITYHOSTED to Buyer; and/or,

iii. alter Buyer’s payment terms, which may include withdrawing or altering  any  credit  limit  previously  granted,  requiring prepayment,  and  demanding  adequate  assurance  of  due performance  by  Buyer  through  the  provision  of  a  bank guarantee.

6.  Delivery.

a.  Any dates  quoted  for  delivery  of  the  Products  are  approximate  only and CITYHOSTED shall not be liable for any delay in delivery of the Products  however  caused.  Any  Products  may  be  delivered  by CITYHOSTED  in  advance  of  the  quoted  delivery  date  upon  giving reasonable notice to Buyer.

b.  Delivery of  the  Products  shall  be  coordinated  by  CITYHOSTED  to  the location  identified  in  the  Purchase  Order  and  shipped  FCA (IncoTerms 2010 ) point of shipment.

c.  Insurance coverage, transportation  costs  and  all  other  expenses applicable  to  delivery  from  CITYHOSTED  to  Buyer’s  identified  place  of delivery will be at Buyer’s sole expense. Buyer shall have the option to waive insurance coverage in writing.

d.  Claims for non-delivery of  Products  or  damage  must  be  made  in writing to CITYHOSTED within five (5)  working days from (i) the date of invoice,  or  (ii)  receipt  of  the  delivered  Products.  Buyer agrees to notify CITYHOSTED promptly in the event Buyer receives the invoice prior to receipt of the Products.

e.  Buyer agrees to accept partial delivery of Products ordered unless otherwise mutually agreed by  the  parties  in  writing.  Where the parties  agree  in  writing  that  a  shipment  must  be  sent  complete, Buyer  agrees  to  accept  allocations  of  Product  in  the  event  of shortage  by  Supplier.  Where the  Products  are  delivered  in instalments,  each  delivery  shall  constitute  a  separate  Contract. Failure by WGI  to  deliver  any  one  or  more  of  the  instalments  in accordance with these Conditions or any claim by Buyer in respect of  any  one  or  more  instalments  shall  not  entitle  Buyer  to  treat  a Contract as repudiated or to cancel any other instalment.

f.  If Buyer fails to take delivery of the Products or fails to give CITYHOSTED adequate delivery instructions in its Purchase Order then, without prejudice to any other  right  or  remedy  available,  CITYHOSTED  may:  (i) store the Products until  actual  delivery  and  charge  Buyer  for  the reasonable costs thereof, including insurance costs; or (ii) terminate the Contract forthwith and sell the Products.

g.  Buyer shall bear  any  and  all  costs  (including  original  and  return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to a Contract.

7.  Title & Risk.

a.  Risk of  loss  or  damage  to  the  Products  shall  pass  to  Buyer  in accordance  with  the  FCA  point  of  shipment  (INCOTERM  2010)  . Notwithstanding  delivery  and  the  passing  of  risk  in  the  Products, Buyer agrees that title to the Products shall not pass to Buyer until CITYHOSTED has cleared funds received as payment for the price of the Products, and all other sums which are then currently outstanding to CITYHOSTED by Buyer.

b.  Until such time as title in the Products passes to Buyer, Buyer shall (i) hold the Products as CITYHOSTED’s fiduciary agent and bailee, (ii) store all of  the  Products  in  such  a  way  as  to  be  clearly  separate  and identifiable from Buyer’s  inventory, (iii) keep the Products in their original packaging, properly stored, protected, insured and identified as CITYHOSTED’s property.

c.  Until such time as the title in the Products passes to Buyer, CITYHOSTED shall be entitled to require Buyer to return the Products to CITYHOSTED. If Buyer should  fail  to  immediately  comply  with  CITYHOSTED’s  request, CITYHOSTED shall have the right to enter on or in any premises or vehicles of Buyer where the Products are loaded or stored for the purpose of repossessing  said  Products  if  Buyer  is  in  breach  of  any  of  these Conditions or a Contract.

d.  Buyer’s right to possess any Products, for which payment has not been received by CITYHOSTED and cleared, shall immediately cease (i) after the appointment of a receiver to its property; (ii) after it has been placed in liquidation or administration; (iii) when and if Buyer makes an arrangement for the benefit of creditors generally, suffers or permits  the  appointment  of  an  administrator,  administrative receiver  or  receiver  for  its  business  or  assets,  or  avails  itself  or becomes  subject  to  any  proceeding  under  any  applicable bankruptcy laws; (iv) if Buyer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; (v) if Buyer, not being  a  company,  has  committed  an  Act  of  Bankruptcy;  or  (vi)  if Buyer otherwise ceases to trade or threatens to cease to trade.

8.  Damage & Loss in Transit.

a.  CITYHOSTED shall  not  be  liable  in  respect  of  error  in  delivery,  loss,  damage or destruction to any Products during transportation of the Products  to  Buyer.  In  the  event  of  damage  or  destruction  during transportation by carrier, Buyer shall notify the carrier in writing of any such error, loss or damage and shall in all cases enter a note of the same upon the carrier’s bill of lading or other delivery receipt. Buyer shall be solely responsible for risk of loss from carrier.

9.  Publications & Specifications.

a.  Any  and  all  specifications,  descriptions,  photographs, measurements,  capacities  or  illustrations  contained  in  any catalogues,  price  lists,  brochures,  leaflets,  proposals,  advertising matter,  publications  of  CITYHOSTED  or  a  Supplier  are  intended  to  be illustrative  and  approximate  only  and  shall  not  form  part  of  a Contract  or  constitute  a  representation,  warranty  or  condition regarding  any  Products  unless  specifically  agreed  by  written agreement between the Buyer and CITYHOSTED. No employee or agent of CITYHOSTED has any authority to make any representation regarding the Products. Buyer acknowledges that it has not been induced to accept these Conditions by any representations or statement, oral or written, not expressly contained herein.

10. Warranty.

a.  Buyer understands that CITYHOSTED is not the Supplier of the Products. Accordingly, all Products are sold subject to the express warranty terms, if any, specified by the original Supplier of the Products.

b.  CITYHOSTED warrants, for a period of fourteen (14) days from delivery, that any  Non-standard  Products  will  be  delivered  subject  to  the configuration set forth on the  Purchase Order. CITYHOSTED’s sole and exclusive  liability,  and  Buyer’s  sole  remedy,  for  a  breach  of  the warranty in this Section 10(b) shall be to repair or replace the Non-standard Products, at its sole and absolute discretion in accordance with the warranty set forth in Section 10(a). CITYHOSTED does not make any  warranty  that  the  requested  configuration  is  appropriate  for Buyer’s environment.

d.  Buyer may  not  make  or  pass  on  any  warranty  terms  or representations in addition to those described in Section 9 (a) (e.g. the warranty provided by the Supplier), and shall take all measures necessary  to  ensure  that  neither  it  nor  any  of  its  agents  or employees  shall  make  or  pass  on,  any  such  warranty  or representation relating to a Product provided by CITYHOSTED or Supplier.

e.  Any warranties, conditions or other terms implied by common law or statute or otherwise in connection with these Conditions (except to title, in the case of Products) are hereby expressly excluded to the fullest  extent  permitted  by  law,  save  for  fraudulent misrepresentation.  CITYHOSTED  does  not  make  any  representations  or warranties regarding the Product, including, among other things, the Product’s  fitness  for  a  particular  purpose,  functionality, interoperability or compatibility with third-party products.

11.  Warranty Assistance.

a.  Buyer shall  immediately  notify  CITYHOSTED  if  any  Products  supplied to  Buyer  prove  to  be  defective  in  quality  or  condition  within  the Supplier’s warranty period (the “Claim”). Upon receipt of notification  of  such  Claim  from  Buyer,  CITYHOSTED  shall  notify  Buyer whether, as a matter of Supplier policy, the Claim must be handled directly with the Supplier or indirectly through CITYHOSTED. In the event the Claim must be handled directly between Buyer and  Supplier, CITYHOSTED shall provide contact information to enable Buyer to contact Supplier.  In  the  event  the  Claim  will  be  handled  by  CITYHOSTED,  then CITYHOSTED  shall  provide  Buyer  with  a  return  material  authorization (“RMA”) for Buyer to return the Products to CITYHOSTED, and Buyer shall return such Products to CITYHOSTED in accordance with these Conditions and  CITYHOSTED’s  then  current  RMA  policy  (which  shall  be  made available to Buyer upon request). No Products may be returned to CITYHOSTED  without  a  valid  RMA  number  displayed  on  the  Products packaging.  Any  Products  returned  without  a  valid  RMA  number displayed on the  Products packaging will be refused or returned. CITYHOSTED shall not be obligated to ship replacement Products to Buyer until CITYHOSTED is in receipt of the original Products being returned.

b.  Buyer agrees  that  CITYHOSTED’s  sole  liability  to  Buyer  regarding  any Product defect claims is limited to the administration of such claims with the Supplier and is expressly contingent upon CITYHOSTED’s ability to  obtain  a  refund,  credit  or  new  replacement  Products  from  the Supplier. CITYHOSTED has no obligation to accept a return of Products where the Buyer fails to comply with Supplier’s policy on Product returns.

c.  CITYHOSTED shall not be liable or responsible for administering any defect or other  claim  which  arises  from  normal  wear  and  tear,  misuse, negligence, accident, abuse, use not in accordance with Supplier’s Product documentation, modification or alteration not authorized by Supplier,  or  use  in  conjunction  with  a  third  party  product.  CITYHOSTED reserves the right to determine whether any Products are defective.

d.  All transport charges incurred in returning or replacing Products are the responsibility of Buyer.

12.  Warranty Returns.

a.  Any Products returned pursuant to an RMA issued by CITYHOSTED must be returned to CITYHOSTED within five (5) working days of the date of such RMA.

b.  Buyer irrevocably  authorizes  CITYHOSTED  to  carry  out  any  necessary tasks related to the repair or replacement of Products on behalf of Buyer under these Conditions.

c.  Unless CITYHOSTED collects Products using its own carrier, Buyer agrees that CITYHOSTED shall not be liable for any loss or damage to Products returned to CITYHOSTED.

13.  Software License.

a.  Any software  supplied  to  Buyer  pursuant  to  a  Contract  is  supplied subject to the provisions of the Supplier’s licensing terms. Buyer shall not translate, reverse compile or disassemble any software.

14.  Limitation of Liability.

a.  CITYHOSTED’S LIABILITY  FOR  ANY  DIRECT  LOSS  OR  DAMAGE ARISING  OUT  THESE  CONDITIONS  AND  ANY  CONTRACT SHALL  BE  LIMITED  TO,   AND  SHALL  UNDER  NO CIRCUMSTANCES EXCEED THE PRICE PAID BY BUYER FOR THE PRODUCTS GIVING RISE TO THE CLAIM.

b.  EXCEPT AS EXPRESSLY PROVIDED IN THESE CONDITIONS, CITYHOSTED AND ITS SUPPLIERS SHALL NOT BE LIABLE TO BUYER FOR ANY FINANCIAL, CONSEQUENTIAL OR OTHER LOSS OR DAMAGE CAUSED  TO  BUYER  BY  REASON  OF  ANY REPRESENTATION,  WARRANTY  (EITHER  EXPRESS  OR IMPLIED),  CONDITION  OR  OTHER  TERM,  OR  ANY  DUTY  AT COMMON LAW; OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR  CONSEQUENTIAL  DAMAGES  (INCLUDING  LOSS  OF PROFITS,  REVENUE,  RECORDS  OR  DATA,  COSTS  OF PROCUREMENT  OF  SUBSTITUTE  PRODUCTS,  DAMAGE  TO REPUTATION OR GOODWILL, OR ANY MATTER BEYOND ITS REASONABLE CONTROL) OR FOR ANY OTHER CLAIMS FOR COMPENSATION HOWEVER CAUSED (WHETHER CAUSED BY THE  NEGLIGENCE  OF  CITYHOSTED,  ITS  EMPLOYEES,  AGENTS, SUPPLIERS  OR  OTHERWISE)  WHICH  ARISE  OUT  OF  OR  IN CONNECTION  WITH  THESE  CONDITIONS  OR  A  CONTRACT HEREUNDER, EVEN IF CITYHOSTED OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, LIABILITY OR DAMAGES.

c.  Nothing contained herein shall be construed as excluding or limiting CITYHOSTED’s liability  for  death  or  personal  injury  caused  by  CITYHOSTED’s negligence, or for breach of implied title to Products.

15.  Intellectual Property Rights.

a.  Buyer acknowledges that the Products are the intellectual property of the Suppliers. Except as may be provided for in the applicable Supplier’s  licensing  terms,  nothing  contained  herein  shall  be deemed  to  grant  any  right  or  title  to  such  intellectual  property  to Buyer. Buyer will not remove, alter or destroy any form of copyright notice, proprietary markings, serial numbers, or confidential legends placed upon or contained within any Product

b.  Buyer understands and agrees that CITYHOSTED will not and has no duty to indemnify, defend or hold Buyer or a third party harmless from or against any  claims,  losses,  liabilities,  damages,  costs  and expenses,  judgments  or  settlement  amounts  arising  out  of  or  in connection with the actual or alleged infringement of a third party’s intellectual  property  rights,  except  and  only  to  the  extent  that  a Supplier  has  expressly  agreed  to  offer  such  indemnification  and defence to Buyer on a pass through basis.

c.  Nothing contained  herein  shall  be  construed  as  authorizing  or granting to Buyer any right or license to use any logo, trademark or trade name of CITYHOSTED or any Supplier, any license of which shall be subject to separate agreement including any then current policies of CITYHOSTED or its Suppliers, as appropriate.

16.  Force Majeure.

a.  Neither party  shall  be  liable  to  the  other  party  or  be  deemed  in breach of these Conditions or any Contract by reason of delay or failure to perform if such delay or failure to perform was caused by Force Majeure.

b.  In the event of a Force Majeure event: (i) the party claiming Force Majeure shall, as soon as commercially practicable, notify the other party of such Force Majeure event provided the notifying party shall incur no liability for its failure to give such notice; (ii) the notifying party’s duty to perform shall be suspended for the duration of the Force Majeure event; and (iii) the time of performance for the party impacted by the Force Majeure event shall be extended by a period equal to the duration of said Force Majeure event.

c.  In the event a Force Majeure event should continue for more than ninety (90)  days  either  party  may,  by  written  notice  to  the  other, cancel  a  Contract  insofar  as  Products  remain  undelivered  under said  Contract.  Upon  such  cancellation,  CITYHOSTED  shall  have  no obligation  to  deliver  and  Buyer  will  have  no  obligation  to  accept delivery of or pay for the undelivered Products, but the Contract shall remain in full force and effect regarding all Products delivered prior to the date of cancellation.

17.  Compliance with Laws; Export.

a.  Buyer acknowledges  that  the  Products  and  any  technical  data  related thereto is licensed or sold subject to and controlled by the export  laws  of  the  United  States  (“US”),  including  its  Export Administration  Regulations,  and  any  other  government  with jurisdiction  (collectively  the  “Export  Control  Laws”)  and  Buyer hereby  agrees  not  to  export,  re-export  or  otherwise  distribute Products,  or  direct  products  thereof,  in  violation  of  any  Export Control Laws. Buyer acknowledges that such Export Control Laws and/or the applicable government authority may require licensing or other authorization prior to export.

b.  Buyer warrants  that  it  will  not  export  or  re-export  any  Products  with knowledge that they will be used in the design, development, production,  or  use  of  chemical,  biological,  nuclear,  or  ballistic weapons, or in a facility engaged in such activities, unless Buyer has obtained prior written approval from the appropriate department of the US Government or any other government with jurisdiction. Buyer further  warrants  that  it  will  not  export  or  re-export,  directly  or indirectly, any Products to embargoed countries or sell Products to companies  or  individuals  listed  on  the  Denied  Persons  List published by the US Department of Commerce.

c.In the event Buyer elects to export or re-export the Product after receipt, Buyer must notify CITYHOSTED in advance and seek consent to expand the territory of these Conditions and/or Contract prior to any attempted export of the Product.

d.  Buyer and CITYHOSTED warrant they will not to take any action or permit or authorize any action which will render the other party liable for a violation of  the  US  Foreign  Corrupt  Practices  Act  (the  “Act”)  or similar  legislation  in  any  territory  where  Buyer  operates,  which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality thereof in order to assist in obtaining or retaining business and (a) will not violate or cause the other party to violate such Act in connection with the sale and distribution of the Products; and (b) will notify the  other party in writing  if any of its owners,  partners,  principals,  directors  or  officers  are  or  become officials, officers or representatives of any government or political party or candidate for political office.

e.  Buyer shall indemnify, defend and hold CITYHOSTED harmless from any violation or alleged violation by Buyer of the terms of this Section 17.

Non-Solicitation.

During the term of this Agreement and for a period of twelve (12) months following the date of any Contract hereunder, Buyer hereby agrees not to solicit, induce or hire any employee of CITYHOSTED involved in the marketing, promotion, sale or distribution of Products to Buyer to leave their employment or terminate or breach their contract for services  with  CITYHOSTED  as  the  case  may  be.  Notwithstanding  the foregoing,  solicitation  of  either  party’s  current  employees  or independent contractors who are not involved in the performance of this Agreement by means of a general media solicitation or trade publication  or  advertisement  shall  not  constitute  a  breach  of  this provision.

19.  Confidential Information.

a.  “Confidential Information”  means  any  and  all  information,  in  any medium,  which  is  provided  by  one  party  to  this  Agreement (“Discloser”) to the other party (“Recipient”), that is either (i) related to  these  Conditions,  including  any  Contracts,  pricing,  Product descriptions,  business  practices,  financial  statements,  financial information,  customers,  methods,  techniques,  processes, apparatuses, and employee data; (ii) marked using a legend such as “confidential”, “proprietary” or similar words, or if disclosed orally, confirmed as such by the Discloser; or (iii) any information which the Recipient  should  have  reasonably  considered  to  be  confidential under  the  circumstances  surrounding  disclosure.  All  Confidential Information  is  provided  “AS  IS”  without  any  representation  or warranty, either express or implied, as to accuracy or completeness.

b.  Each party acknowledges that during the course of performing its obligations hereunder it may receive Confidential Information. Each party will employ the same degree of care to protect the secrecy and confidentiality of the Confidential Information of the other party as it uses to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. Each party will restrict the release, access and use of Confidential Information to those of its employees, officers, directors, consultants and agents who must  have  access  to  the  Confidential  Information  in  order perform  its  obligations  under  this  Agreement,  provided  such employees, officers, directors, consultants and agents are subject to  written  agreements  which  contain  confidentiality  obligations  in substance, at least as strict as those set forth herein, in order to enable each party to comply with the provisions of this Agreement.

c.  Confidential Information herein shall not include information that

(i) the Recipient can demonstrate by its written records to have had in its possession prior to disclosure to the Recipient by the Discloser;

(ii) was part of the public knowledge or literature, not as a result of any  action  or  inaction  of  the  Recipient;

(iii)  was  subsequently disclosed to the Recipient from a source other than the Discloser who  was  not  bound  by  an  obligation  of  confidentiality  to  the Discloser;

(iv) the Recipient can demonstrate by its written records to have been independently developed by the Recipient without the use, directly or indirectly, of any Information; or

(v) the Recipient is required  to  disclose  pursuant  to  a  court  order  or  as  otherwise required  by  law;  provided,  however,  that  Recipient  notifies  the Discloser within sufficient time to give the Discloser a reasonable period to contest such order.

20.  Additional Terms of Sale.

a.  Notwithstanding anything  to  the  contrary  herein  and  solely  with regard to Products that have not shipped, CITYHOSTED and its Suppliers reserve the right to make any changes in the specifications of the Products,  without  notice  to  Buyer,  which  are  required  in  order to conform to any statutory or other legal requirements or which do not materially affect the performance of the relevant Products.

b. Where Services relate to the provision of training, CITYHOSTED reserves the right to provide such Services at a venue or venues other than CITYHOSTED’s premises and to provide personnel of its own selection. CITYHOSTED  further  reserves  the  right  to  refuse  or  curtail  any  training Services if a delegate or substitute delegate attending on behalf of Buyer fails to satisfy any training requirements for which Buyer was notified prior to the commencement of such training.

c.  Any Products  which  are  subject  to  guidelines,  restrictions  or provisions imposed by a Supplier are sold, supplied and delivered to Buyer subject to any such guidelines, restrictions or provisions, which will be provided to Buyer upon request.

21.  Choice of Law & Venue.

These Conditions and any Purchase Order placed under them, shall be governed by the laws and jurisdiction of the State of New York without regard to its conflicts of law principles. The UN Convention on  Contracts  for  the  International  Sale  of  Goods  does  not  apply. Each Party waives any right it may have to claim that the chosen jurisdiction  under  this  Agreement  is  not  a  convenient  forum  and expressly waives any right to a jury trial regarding disputes related to this Agreement.

22.  Miscellaneous.

a.  Assignment. Buyer may  not  transfer  or  assign  these  Conditions to a third party by operation of law or otherwise without the  prior  written  consent  of  CITYHOSTED.  CITYHOSTED  may  assign  any Purchase Order in whole or in part as it relates to a particular CITYHOSTED subsidiary outside the US without the consent of the Buyer. CITYHOSTED shall endeavor to provide prompt notice of any assignment to the Buyer.

b.  Waiver. Failure by  either  party  to  enforce  any  provision  of  these Conditions or a Contract shall not be deemed a waiver of the right

c.  Severability. In the  event  that  any  provision  of  these  Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Conditions will remain in full force and effect.

d.  Audit Rights. Buyer  shall  keep  and  maintain  true  and  complete records  pertaining  to  its  performance  of  these  Conditions  or  any Contract hereunder in sufficient detail to permit CITYHOSTED to accurately determine whether Buyer has fully complied with their terms. Buyer shall make such records available upon reasonable notice, during regular business hours, for inspection and copying by CITYHOSTED and its representatives. Buyer shall maintain such records for at least two (2) years after the end of the calendar year to which they pertain.

e.  Reporting. Buyer agrees that CITYHOSTED may collect, store and use Buyer data for the purpose of facilitating the sale of the Products and fulfilment of  Purchase  Orders  issued  by  Buyer,  and  Buyer hereby consents to such collection, storage and use of Buyer databy  CITYHOSTED  for  these  purposes.  Notwithstanding  the  foregoing, CITYHOSTED agrees not to share personal data with third parties without Buyer’s prior consent.  Buyer further consents to the use of such data  for  communicating  Product  and  promotional  information  to Buyer  via  email  or  other  electronic  means  unless  Buyer  notifies CITYHOSTED in writing that it does not wish to receive such promotional information.

f.  Notices. All notices shall be in writing and shall be sufficiently given if delivered personally or by a reputable overnight carrier with proof of delivery or mailed by first class certified mail, return receipt requested, to ( ____________________________ ) and to MJ2 IP, LLC dba City Hosted Solutions, 5425 E. Bell Road, Suite 141, Phoenix, AZ 85254, Attention: Legal Department or to such other address or addressee as either party may from time to time specify by notice in accordance with this Clause. Notices shall be deemed given upon receipt by the addressee.

g.  Counterparts and  Electronic  Copies.  This  Agreement  may  be executed contemporaneously in one or more counterparts, each of which  shall  be  deemed  an original,  but  which  together  shall constitute one instrument.

23.  Entire Agreement. This Agreement  constitutes  the  entire agreement between the parties as to the subject matter hereof and supersedes  and  cancels  any  and  all of  Buyer’s  terms  and conditions, or other written or oral agreements previously existing between  the  parties  and/or  their  affiliates  with  respect  to  such subject matter. Notwithstanding the foregoing, and unless Buyer has also  provided  a  personal  guarantee  herein,  any  personal guarantee(s) previously provided by Buyer in any Agreement with CITYHOSTED shall continue in full force and effect. Buyer acknowledges that  it  is  not  entering  this  Agreement  on  the  basis  of  any representations  not  expressly  contained  herein.  Every  Contract between CITYHOSTED and the Buyer or any of its subsidiaries shall be subject to the Conditions.

24.  Electronic Signatures. Original signature transmitted  and received via facsimile or other electronic transmission of a scanned document, (e.g., .pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent  as  that  of  an  original  signature.  This  Amendment  may  be executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together shall constitute only one document.


 

City CommunicationsCityHosted – Avaya IP Office Master Service Agreement
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CityHosted Master Service Agreement

LAST UPDATED ON AUGUST 15, 2017


In consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 1.  Services: MJ2 IP, LLC dba City Hosted Solutions (“CityHosted”), agrees to provide and Customer agrees to accept and pay for Services and other associated services (collectively the “Services”) as further described in the Service Schedules “Schedule(s)” available at the CityHosted websites www.cityhosted.com and www.citycommunications.com and incorporated herein by reference, which describe the particular services, rates, applicable service level commitments and guarantees, specific terms and other information necessary or appropriate for CityHosted to provide the services to the Customer. The Services provided by CityHosted are subject to (I) the terms and conditions contained in this Master Service Agreement (“MSA”), (II) the rates and discounts and other applicable terms set forth in the Schedule(s) including, but not limited to the City Hosted Solutions Service Agreement (“Service Agreement”) and City Hosted Solutions Pricing Addendum (“Pricing Addendum”) incorporated herein by reference, and (III) each new service request which is accepted hereunder. The Schedule(s), as subscribed to by the parties, shall set forth the Effective Date, the Service Term, Rates, Customer’s minimum monthly commitment, if any, and other information necessary to provide the Services under this MSA. This MSA and the applicable Schedules are sometimes collectively referred to as the “Agreement”. This Agreement will be effective as of the date the initial Service Agreement is executed by Customer and accepted by CityHosted (the “Effective Date”).

2.  Sales Orders: The Services are described in the Service Agreement and Pricing Addendum which detail (i) the price, location and required information about the Services; (ii) details relating to any equipment required to be purchased by the Customer, and (iii) any associated installation, maintenance, and the like. Service Agreements are valid for 30 days unless otherwise specified and are not binding until executed by Customer and accepted by CityHosted. Service Agreements and Pricing Addendums that have been executed by Customer and accepted by CityHosted will be collectively referred to as a “Sales Order”. CityHosted has delivered a Sales Order with this Agreement. Additional Service Agreements and Pricing Addendums may be delivered from time to time during the term of this Agreement. Customer may order additional or incremental Services through an incremental Sales Order. Additional and incremental Sales Orders automatically become a part of this Agreement.

3.  Access to Customer Premises: If access to Customer’s premises is required for the installation, maintenance, or removal of the Services, Customer will ensure that CityHosted has reasonable access to the premises, and will use commercially reasonable efforts to obtain any necessary third party consents.

4.  Credit Approval and Deposits: Customer will provide CityHosted with credit information as requested. CityHosted may require Customer to make a deposit as a condition of CityHosted’s acceptance of any Sales Order or continuation of: a) usage-based Services; or b) non-usage based Service where Customer fails to pay CityHosted in a timely manner hereunder or CityHosted reasonably determines that Customer has had an adverse change in financial condition. Deposits will not exceed two months estimated charges for Services and are due upon CityHosted’s written request. When Service is discontinued per the terms of the MSA, the deposit will be credited to Customer’s account and any balance refunded.

5.  Equipment Compatibility: CityHosted recommends specific equipment for use with its Services which Customer will be required to purchase. This equipment is available through one of CityHosted preferred vendors. While customer is not required to purchase the equipment through these vendors, Customer understands that if they purchase equipment and it is found to be incompatible with Service, Customer is responsible for any equipment replacement, special interface equipment, or facilities necessary to ensure compatibility with Service.

6.  Commencement of Billing: For any given Sales Order, the “Service Date” is the date that ordered Service has been installed and/or activated, tested by CityHosted, and is available for Customer’s use. Unless otherwise indicated on a Sales Order or agreed in writing by Customer and CityHosted, the Service Date will be the earliest practical date using reasonable commercial efforts. CityHosted will notify Customer of the Service Date. Customer may request an expedited Service Date and CityHosted will notify Customer of any additional charges from CityHosted (“Expedite Charge”), which will include any third party charges incurred by CityHosted. If CityHosted accepts the expedited Service Date, Customer must pay the Expedite Charge.

7.  Payment of Invoices and Disputes: Invoices are delivered monthly and due 10 days after the invoice date. Fixed charges are billed in advance and usage-based charges are billed in arrears. Billing for partial months is prorated. Past due amounts bear interest at 1.5% per month or the highest rate allowed by law (whichever is less). Customer is responsible for all charges respecting the Service, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writing within 90 days from the date of the invoice or Customer waives the right to dispute the charges. If the dispute is resolved against Customer, Customer shall pay such amounts plus interest from the date originally due.

8.  Taxes and Fees: Excluding taxes based on CityHosted’s net income, Customer is responsible for all taxes and fees arising in any jurisdiction imposed on or incident to the provision, sale or use of Service, including but not limited to value added, consumption, sales, use, gross receipts, excise, access, bypass, ad valorem, franchise or other taxes, fees, duties or surcharges (including regulatory and 911 surcharges), whether imposed on CityHosted or a CityHosted affiliate, along with similar charges stated in a Sales Order (collectively “Taxes and Fees”). Some Taxes and Fees may be recovered by CityHosted through imposition of a percentage surcharge on the charges for Service. Basic charges for Service are exclusive of Taxes and Fees. Customer may present CityHosted with an exemption certificate eliminating CityHosted’s liability to pay certain Taxes and Fees; CityHosted will give effect thereto prospectively.

9.  Service Term: Sales Orders will contain the duration for which Services are ordered (“Service Term”). The term of the Sales Order will begin and billing will commence as of the Service Date and will not be delayed due to Customer’s readiness to accept or use Service; provided that if Service includes a private circuit managed by CityHosted (“Private Circuit”), billing for the Private Circuit will begin on the Service Date for the Private Circuit, unless Customer has ordered other Service in connection with the Private Circuit and activation of such other Service is due to Customer’s lack of readiness to accept or use such other Service then the billing for the Private Circuit will begin one week after the Service Date for the Private Circuit. If Customer notifies CityHosted within two business days after a Service Date that Service is not functioning properly, specifying the deficiencies, CityHosted will work to correct any deficiencies and, subject to the preceding sentence, the Service Date for such Service will occur when such issues have been resolved such that Service is operational. If it is determined that the specified issues were not attributable to CityHosted, its agents, or contractors, the original Service Date for that Service will remain unchanged. At the end of the initial Service Term or any renewal term, this Agreement will automatically renew for an additional term of one year unless either party terminates the Agreement by giving the other party written notice of termination not less than sixty (60) days prior to the expiration of the initial term, or renewal term, as the case may be. In connection with a renewal, all Services in effect at the renewal date that would otherwise have expired during the renewal term will have a new Service Term that expires at the end of the one year renewal term. The Service Term will remain unchanged for any Services for which the original Service Term extends past the end of the renewal term. Upon termination of this Agreement, Customer may not order any new Services, and CityHosted will not be obligated to furnish new Services to Customer. CityHosted may increase pricing after the initial term or any renewal term of the Agreement.

10.  Continuation of Services: Upon written notice by a party to terminate this Agreement as provided in Section 9, Services with a remaining Service Term will remain in effect through the applicable Service Term, and the terms and conditions of this Agreement will continue to apply to such Services.

11.  Customer Cancellation Prior to Service Date: If Customer, without any express right to do so, cancels any ordered Service prior to the Service Date for such Service, then Customer’s liability for such cancellation shall be an amount equal to (a) all non-recurring charges incurred by CityHosted as a result of such cancellation; plus (b) two (2) months of the forecasted monthly recurring charges or monthly commitment level payments. Customer shall pay such cancellation amount immediately upon receipt of an invoice therefore.

12.  Cancellation and Termination Charges After Service Date: If Customer terminates this Agreement or any Service after the Service Date for such Service but prior to the end of the applicable Service Term for any reason other than CityHosted’s default, then Customer must pay immediately to CityHosted as liquidated damages 100% of all monthly recurring charges associated with the terminated Service(s) for the remaining monthly recurring charges through the end of the applicable Service Term(s). It is agreed that CityHosted’ damages in the event of early termination will be difficult to ascertain. These provisions are therefore intended to establish a reasonable approximation of CityHosted’ losses in the event of early termination and are not intended as a penalty.

13.  Regulatory and Legal Changes: This Agreement is subject to all applicable U.S. federal, state and local laws, rules and regulations. CityHosted may discontinue, limit, or impose additional requirements to the provision of Service, as required to meet regulatory requirements. If changes in applicable law, regulation, rule or order materially affect delivery of Service (including the economic viability thereof), the parties will negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within 30 days after CityHosted’ notice requesting renegotiation: (a) CityHosted may, on a prospective basis after such 30 day period, pass any increased delivery costs on to Customer and (b) if CityHosted does so, Customer may upon notice given to CityHosted within 30 days after delivery of the notice of the increased charges terminate the affected Service, unless CityHosted agrees to waive the increased charges.

14.  Default: If (A) Customer fails to make any payment when due and such failure continues for 5 business days after written notice from CityHosted, or (B) either party fails to observe or perform any other material term of this Agreement and such failure continues for 30 days after written notice from the other party, then the non-defaulting party may: (i) terminate this Agreement and/or any Sales Order, in whole or in part, and/or (ii) subject to the terms of this Agreement, pursue any remedies it may have at law or in equity. If Customer gives CityHosted notice of breach and such breach is not capable of cure within a 30 day period, the time for CityHosted to cure will be extended to 90 days from the date that CityHosted received notice of such breach so long as CityHosted is diligently attempting to remedy such breach during that period. Customer’s rights under this Section are in addition to Customer’s rights under any Service Schedule(s).

15.  No Special Damages: Subject to Sections 11 and 12 and the Service Schedules, Customer understands and agrees that CityHosted and its underlying carriers shall not be liable to Customer or any other party for interruption or delays in transmission or failure to transmit, nor for special, incidental or consequential damages caused thereby, including lost profits or loss of goodwill (whether or not CityHosted has been advised of the possibility thereof) by reason of any breach, act or omission of CityHosted in its performance hereunder. Customer will indemnify and hold CityHosted harmless from and against any and all claims by any third party arising from or relating to provision of Services to Customer under this Agreement.

16.  Disclaimer of Warranties: CityHosted will use reasonable efforts under the circumstances to maintain its overall network quality. The quality of Services provided hereunder shall be consistent with telecommunications service provider industry standards, government regulations and sound business practices. CITYHOSTED MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SERVICE SCHEDULE.
Support and Service Level Commitments: Customer will report any issues with Service to the CityHosted support department “CityHosted Support”. Contact information for CityHosted Support is provided on the Customer invoice as well as at www.cityhosted.com and www.citycommunications.com. CityHosted Services require a high speed broadband connection. Events beyond CityHosted control may affect the Service, such as power outages, fluctuations in the Internet, or maintenance. CityHosted will act in good faith to minimize disruptions to the Customer’s use and access to the Services, but due to the susceptibility of the Public Internet to service quality issues beyond CityHosted’ control, we cannot guarantee the quality of the service beyond our specific service level guarantees (“Service Levels”) outlined in the Service Schedules available at www.cityhosted.com and www.citycommunications.com. If CityHosted does not meet a Service Level, on Customer’s request a credit will be issued to Customer as stated in the applicable Service Schedule. CityHosted’ trouble ticketing systems are used to calculate Service Level events. To request a credit, Customer must deliver a written request (with sufficient detail to identify the affected Service) within 30 days after the end of the month in which the event occurred. Total monthly credits will never exceed the charges for the affected Service for that month. Customer’s sole remedies for any non-performance, outages, failures to deliver or defects in Service are contained in the Service Schedule applicable to the affected Service. If, in responding to a Customer-initiated service ticket, CityHosted reasonably determines that the cause of such service ticket is a failure, malfunction or inadequacy of Customer-provided internal wiring, equipment, or software (including Customer owned system equipment), or due to unauthorized equipment attached to the CityHosted managed network, Customer will pay CityHosted for its troubleshooting service at CityHosted’ then prevailing rates.

17.  Porting of Customer Numbers: Upon CityHosted’s receipt of Customer’s request to port any Customer telephone number(s), CityHosted will facilitate porting of the telephone number(s) identified in such request either to or from a telecommunications carrier or another interconnected VoIP provider by taking without unreasonable delay all steps necessary to initiate or allow a port-in or port-out, whether performed by CityHosted itself or through the telecommunications carriers, if any, that CityHosted relies on to obtain telephone numbers.
Assignment; Change in Status: Customer shall not assign or otherwise transfer (including, without limitation, a transfer due to a “Change of Control”) its rights or obligations under this Agreement without the prior written consent of CityHosted, which shall not be unreasonably withheld. Customer must be current on all payments required by this Agreement before any assignment is approved by CityHosted. Any such assignment or transfer of Customer’s rights or obligations without such consent shall entitle CityHosted to disconnect the Services provided hereunder at its option upon ten (10) calendar days prior written notice to Customer and shall constitute a default of a material obligation. A Change in Control shall be deemed to be an assignment, merger, sale of a controlling interest or other transfer of a controlling ownership interest.

18.  Force Majeure: If CityHosted’s performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by causes beyond its reasonable control including, but not limited to, acts of God, fire, explosion, vandalism, cable cut, storm or other similar occurrence, any law, order, regulation, direction, action or request of the United States government, or state or local governments, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more such governments, or of any civil or military authority, or by national emergency, insurrection, riot, war, strike, lockout or work stoppage or other labor difficulties, or supplier failure, shortage, breach or delay, then CityHosted shall be excused from such performance on a day to day basis to the extent of such restriction or interference. CityHosted shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or cease.

19.  Use of Service: Upon CityHosted’s acceptance of a Service Order hereunder, CityHosted will provide the Services specified therein to Customer upon condition that such Services shall not be used for any unlawful or unauthorized purpose. Customer will not resell any of the Services. Customer will not use the Services for excessive uses such as auto-dialing, fax broadcasting (i.e., repeated transmission of unsolicited faxes), or similar excessive uses. Customer’s use of Service shall comply with CityHosted’ Acceptable Use Policy and Privacy Policy, as communicated in writing to Customer from time to time and which is also available through CityHosted’ web site www.cityhosted.com. Customer consents that CityHosted may use Customer data for the performance of CityHosted’s obligations and the exercise of CityHosted’s rights under this Agreement, including storing, processing or transferring data to or from the United States. The provision of Services is not intended to and will not create a partnership or joint venture between the parties or result in a joint communications service offering to any third parties, and CityHosted and Customer agree that this Agreement, to the extent it is subject to FCC regulation, is an inter-carrier agreement which is not subject to the filing requirements of Section 211(a) of the Communications Act of 1934 (47 U.S.C. § 211(a)) as implemented in 47 C.F.R. § 43.51.

20.  No Waiver: No term or provision of this Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Consent to waiver of or excuse for a breach or default by either party, whether express or implied, shall not constitute consent to, waiver of, or excuse for any different or subsequent breach or default.

21.  Public Releases, Use of Name: Without the prior written consent of the other party, neither party may issue a news release, public announcement, advertisement or other form of publicity concerning the existence of the Agreement or the Services. Without CityHosted’s consent, Customer may not use CityHosted’s name, logo or service mark in marketing services to end users.
Confidential Information: The parties understand and agree that the terms and conditions of this Agreement (but not the existence thereof), all documents referenced herein (including invoices to Customer for Services provided hereunder), communications between the parties regarding this Agreement or the Services to be provided hereunder (including price quotes to Customer for any services proposed to be provided or actually provided hereunder), as well as such information relevant to any other agreement between the parties (collectively “Confidential Information”), are confidential between Customer and CityHosted for a minimum period of one year or for the length of the agreement, whichever is longer.

22.  Choice of Law; Forum: This Agreement shall be construed under the laws of the State of Arizona without regard to choice of law principles. Any legal action or proceeding with respect to this Agreement may be brought in the Courts of the State of Arizona in Maricopa County. By execution of this Agreement, both Customer and CityHosted hereby submit to such jurisdiction, hereby expressly waiving whatever rights may correspond to either of them by reason of their present or future domicile. In furtherance of the foregoing, Customer and CityHosted hereby agree to service by U.S. Mail at the billing address indicated on the Sales Order. Such service shall be deemed effective upon the earlier of actual receipt or seven (7) days following the date of posting.

23.  Non-exclusivity: This Agreement is non-exclusive. Nothing in this Agreement prevents either party from entering into similar arrangements with other entities.
Notices: Any notice required or given under this Agreement will be in writing and will be made to the contact and address set forth on the Service Agreement. Such address and contact information may be changed by either party by notice to the other party in accordance with this paragraph. A notice will be deemed to be duly given (i) on the date of delivery if personally delivered by hand or by a nationally recognized overnight express courier, (ii) upon the third day after such notice is deposited in the United States mail, if mailed by registered or certified mail, postage prepaid, return receipt requested, or (ii) if sent by e-mail or fax, when the receipt of the e-mail or fax is acknowledged in writing (which acknowledgement may be by e-mail or fax).
Survival; Entire Agreement: The terms and conditions of this Agreement will survive the expiration or other termination of this Agreement to the fullest extent necessary for their enforcement and for the realization of the benefit thereof by the party in whose favor they operate. This Agreement (which includes the Sales Order(s), Service Schedules, and any other attachments, and addenda) constitutes the entire agreement of the parties with respect to the subject matter, and supersedes any prior agreements and negotiations. In the event of a conflict, the terms of a Sales Order prevail over a Service Schedule, which prevails over these terms. Any modifications, amendments, supplements to or waivers of this Agreement must be in writing and executed by authorized representatives of both parties.

24.  ADVISORY RELATING TO 911 SERVICES: PURSUANT TO FCC REQUIREMENTS, CITYHOSTED IS REQUIRED TO ADVISE YOU OF ANY LIMITATIONS THAT ITS E911 SERVICE MAY HAVE IN COMPARISON TO TRADITIONAL E911 SERVICE. BY SIGNING THE SERVICE ORDER, CUSTOMER ACKNOWLEDGES THAT CITYHOSTED HAS ADVISED IT OF THESE LIMITATIONS AND THAT CUSTOMER ACCEPTS THE SERVICES WITH THE FOLLOWING LIMITATIONS: POWER FAILURES: TELEPHONE SERVICE OVER INDIVIDUAL POTS LINES IS GENERALLY NOT INTERRUPTED IN THE EVENT OF A POWER FAILURE BECAUSE THE TELEPHONE LINE CONTAINS SUFFICIENT LINE POWER FOR PHONES THAT DO NOT REQUIRE A SEPARATE AC POWER ADAPTER. WHETHER YOUR SERVICE IS VOIP OR OTHERWISE, IF YOU RECEIVE YOUR PHONE SERVICE OVER A CIRCUIT THAT IS A T-1 OR GREATER, THROUGH AN ON-SITE PBX, OR THROUGH A PHONE THAT REQUIRES AN AC POWER ADAPTER, IN THE EVENT OF A POWER FAILURE THAT EXCEEDED THE DURATION OF ANY ON-SITE POWER SUPPLY BACKUP, SUCH AS A BATTERY PACK OR GENERATOR, THEN YOU WOULD NOT HAVE PHONE SERVICE OR 911 SERVICE UNTIL POWER WAS RESTORED.

25.  CHANGE OF PHONE LOCATION: IF YOU MOVE YOUR PHONE TO A DIFFERENT LOCATION (INCLUDING A DIFFERENT FLOOR OF YOUR BUILDING, OR TO ANOTHER BUILDING), AND DO NOT REPORT YOUR NEW LOCATION TO US, THE ADDRESS AUTOMATICALLY REPORTED IN CONNECTION WITH A 911 CALL WOULD BE THE ADDRESS THAT YOU SUPPLIED US, NOT THE NEW LOCATION TO WHICH YOU HAVE MOVED YOUR PHONE. ALSO, AFTER YOU NOTIFY US OF A NEW REGISTERED LOCATION FOR A PHONE, THERE MAY BE A DELAY IN MAKING THE NEW REGISTERED LOCATION AVAILABLE IN OR THROUGH THE AUTOMATIC LOCATION INFORMATION (ALI) DATABASE. IT IS THEREFORE IMPORTANT THAT YOU NOTIFY US IN ADVANCE IF YOU PLAN TO MOVE ANY PHONES THAT WE MANAGE TO ANOTHER LOCATION.

26.  CALL BACK PHONE NUMBER: IF YOU CALL 911, THE SYSTEM AUTOMATICALLY TRANSMITS A CALLBACK PHONE NUMBER. IF YOU HAVE MULTIPLE PHONES ON A SINGLE FLOOR, AND A SINGLE SPECIFIC CALLBACK NUMBER HAS BEEN DESIGNATED AS THE NUMBER THAT IS TRANSMITTED, THEN IF THIS CALLBACK NUMBER IS NOT THE NUMBER FROM WHICH THE 911 CALL IS PLACED, A DELAY IN RESPONDING TO THE 911 CALL COULD OCCUR IF THE PERSON ANSWERING THE CALLBACK NUMBER WAS UNAWARE OF THE EVENT THAT PROMPTED THE 911 CALL.
CIRCUIT OUTAGE: DURING AN OUTAGE IN THE CIRCUIT THAT CUSTOMER’S CITYHOSTED PHONE USES, WHICH IS EITHER A CITYHOSTED MANAGED PRIVATE CIRCUIT OR IN SOME CASES OVER A BROADBAND INTERNET CONNECTION (E.G., DSL, Cable Internet Service), THEN DURING AN OUTAGE TO SUCH CIRCUIT CUSTOMER’S VOICE SERVICE WILL BE INTERRUPTED AND 911 SERVICE WOULD NOT FUNCTION DURING SUCH INTERRUPTION.
LABELS: CITYHOSTED MAY PROVIDE CUSTOMER WITH ADHESIVE LABELS THAT ALERT USERS TO THE LIMITATION IN THIS SECTION. THE FEDERAL COMMUNICATIONS COMMISSION RECOMMENDS THAT CUSTOMER PLACE THESE LABELS ON OR NEAR THE IP PHONES ASSOCIATED WITH THE SERVICES.

27.  ADVISORY RELATING TO CALL RECORDING FEATURES: Users of CityHosted’s call recording features must understand and comply with all applicable laws which govern surveillance of electronic communications, eavesdropping, and the like. Failure to follow these laws may lead to civil or even criminal liability.

28.  NETWORK MAINTENANCE: The NMF (“Network Maintenance Fee”) is a surcharge to support our provisioning of your telecommunications services. It is a nominal, per line or circuit charge to help defray the costs of maintenance and upkeep of our network as well as miscellaneous charges related to the provisioning and upkeep of our customers services. This surcharge is necessary in order to deliver our customers a world class experience when using our services.
SERVICE CALL MONITORING: CityHosted takes of the privacy of our customers seriously. We do not proactively monitor the voice or data communications of our customers in any manner without the express authorization of our customer. In those cases where a customer has reported a service quality issue we will request a specific call example by time, date, and number called. If necessary, those calls may be monitored solely to assist in identifying the source of the quality issue. The content of the conversation within these calls is never stored, transcribed, or disseminated beyond those individuals at CityHosted, its underlying carriers, and the customer representatives that are specifically tasked with diagnosing and repairing the specific service quality issue. By requesting assistance in this manner, customer acknowledges and understands that monitoring of the actual phone conversation as described above is acceptable and agreed upon.
It is solely your responsibility to understand and obey all applicable laws and regulations when using CityHosted’s call recording tools. Failure to adhere to any such applicable rules could put you at risk for fines, penalties, or other legal action. These laws and regulations are actively and regularly enforced, and may also give rise to lawsuits by those who feel their privacy has been invaded.

Our lawyers also require us to point out that CityHosted is neither your attorney nor your advisor; the information set forth above is not complete or exhaustive and does not constitute legal or other professional advice; and you are responsible to seek information or clarification from your own legal counsel pertaining to your specific activities or if you have any questions or concerns. You agree that we have no liability to you whatsoever, whether for direct, indirect, or other damages, and regardless of legal theory, based upon or arising out of your use of the above information (if you disagree, please do not use this information). We also reserve the right to comply or assist with any investigation or enforcement activities undertaken by any regulatory entity with applicable jurisdiction.

City CommunicationsCityHosted Master Service Agreement
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Avaya Registration

City Communications invites you to attend:

The Future of Customer and Team Experience

Hosted by

Chase Field in Phoenix, AZ

August 29th and 30th

 

This is an invitation-only event hosted by members of Avaya’s senior leadership team. If your organization is considering how to leverage the latest Avaya customer experience technologies in a fully managed, hosted environment this is a can’t miss event!

Executive Hosts include Gary Barnett, SVP and GM, Engagement Solutions and Jim Geary, VP, US Sales

Highlights

  • An introduction of Avaya’s next generation of services including live demonstrations of Avaya’s newest Contact Center solution (Oceana™) and UC client (Equinox™).
  • 1 on 1 discussions with senior leaders from Avaya including John Carey (Chief Innovation Officer), Kevin Crawford (Avaya Executive Briefer), Karen Hardy (VP, Product and Solutions Marketing), Paul Relf (Director, Product Management) and David Rolling (VP, Professional Services).
  • Enjoy lunch, dinner and a ballgame between the Arizona Diamondbacks and Los Angeles Dodgers in the Avaya suite.

City Communications is an Avaya partner focused specifically on assisting Avaya premised-based customers migrate to hosted and managed XCaaS solutions. We craft the runway for organizations to make the ultimate move of their customer engagement platform to a fully managed, hosted environment. Unlike traditional premise-based Avaya dealers, we provide complete management of the process addressing all elements of the transaction including carrier services, network infrastructure and of course, the Avaya XCaaS platform.

If you are interested in discussing how a migration would look for your organization, let’s plan on connecting at this event and starting the conversation.

As you can imagine, space for this event is very limited and the event will sell out.  Our team at City is happy to provide you admission to the event as well as assistance in coordinating any 1 on 1 meetings you would like to conduct.

 

Agenda

9:30 am    Check In

10:00 am  Welcome/Kickoff

11:00 am  Experience is Everything

11:30 am  Digital Transformation

12:30 pm   Lunch

1:15 pm    Attributes of Successful Digital Transformation

2:00 pm    Customer Engagement

2:45 pm    Break

3:00 pm    Team Engagement

3:45 pm    Future of Services

4:15 pm    Next Steps

4:30 – 5:15 Executive 1:1 Sessions   OR   Demo Workshop

6:40 pm    Dinner/Arizona Diamondbacks vs Los Angeles Dodgers Baseball Game

John CasasAvaya Registration
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Top 10 Things Learned From VeloCloud’s SD WAN Achieve Conference

Hear about the Top 10 things Steve Medcroft picked up at VeloCloud’s 3-day SD-WAN training and best-practices session in San Jose, California.  Here are high-level bullet points, but be sure to watch the video to get the rest of the story.

  1. The meaning of “The Cloud”
  2. A great perspective on SD WAN
  3. What SD WAN does
  4. “Skinny pipes need to be optimized.  Fat pipes need to be managed.”
  5. The “only thing that matters is results.”
  6. A hidden advantage of migrating to SD WAN
  7. A follow-on to the service-insertion argument
  8. More arguments to service-insertion
  9. Isn’t SD WAN new and unproven?
  10. Why VeloCloud is special

Learn more about SD WAN or get started on your FREE 30-Day TRY and BUY.

 

Read more about the conference VeloCloud website.

Steve MedcroftTop 10 Things Learned From VeloCloud’s SD WAN Achieve Conference
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