Standard Terms and Conditions are in conjunction to the Master Service Agreement Terms and Conditions agreed to at time of service activation with RESPORG SOLUTIONS LLC.

  1. Services. RESPORG SOLUTIONS LLC. agrees to provide to Customer and Customer agrees to procure from RESPORG SOLUTIONS LLC. certain communication, business process outsourcing, provisioning and porting services described in this Agreement (“Services”). This Agreement on Standard Terms and Conditions will automatically continue on a month-to-month basis until terminated by either party upon 30 days written notice.
  2. Rates and Charges. Customer shall pay RESPORG SOLUTIONS LLC. in accordance with RESPORG SOLUTIONS LLC. Fee Schedule. The nonrecurring Start Up Fee or other nonrecurring fees listed will be due and payable upon execution of the Agreement. Payments are due upon receipt. Automated billing accounts will be charged upon distribution of invoice. Late charges will be assessed on the 25th day past due. RESPORG SOLUTIONS LLC. will assess a late fee of 1.5% per month and may additionally charge $0.25/mo. per Toll Free number after first month past due, $1 per Toll Free Number at second month past due, and will continue at the rate of $1/mo. per Toll Free number each month until account is current, plus the maximum monthly rate permitted by law on past due balances. Customer may be subject to reactivation fees, accounting fees and customer service fees on all balances not paid when due. RESPORG SOLUTIONS LLC. has the option to suspend services until payment is made. Termination of Services may follow. All payments hereunder will be in U.S. dollars. Customer is responsible for payment of any and all federal, state, county, municipal, city and local taxes, fees, charges, duties, surcharges, regulator fees, access fees, easements or assessments imposed on or based upon the provision, sale or use of RESPORG SOLUTIONS LLC. services. RESPORG SOLUTIONS LLC. will collect all such taxes, charges, duties, fees, surcharges and assessments. Other miscellaneous charges may apply to Customers based on current miscellaneous charge rate sheet to include but not limited to; collections fees, customer service fees or misuse of customer service, and other customer service type fees. In the event the Customer does not meet RESPORG SOLUTIONS LLC. payment requirements, RESPORG SOLUTIONS LLC. reserves the right to return all Toll-Free Service numbers to spare status in the SOMOS database. This process will not take place until after 30-day notice to cancel the agreement has passed and all reasonable efforts have been made to contact the Customer. RESPORG SOLUTIONS LLC. may adjust the rates and charges upon 30 days written notice to Customer.
  3. Tariff Application/Regulatory Compliance. Customer acknowledges that the Services may be subject, in whole or in part, to one or more provisions of federal, state and local tariffs which may be or filed by RESPORG SOLUTIONS LLC. or on behalf of RESPORG SOLUTIONS LLC. by regulatory and compliance and service vendors. In the event of any conflict between any provision of the Agreement and any provision of such tariff, the provision of such tariff will control. This Agreement and the Services will be subject to such modifications as may be required or authorized by any regulatory agency in the exercise of its lawful jurisdiction. Service rates and charges applicable to Customer under this agreement are subject to the imposition of additional charges, surcharges, fees, taxes, sales, use, excise, gross receipts, value added, bypass, franchise, telecommunications, consumption and other taxes, fees, duties, charges and surcharges and assessments that result from actions taken by federal, state, county, city and local regulatory authorities or legislative bodies.  RESPORG SOLUTIONS LLC. may: (i) pass through to Customer, in whole or in part, any such charges, fees, surcharges, taxes, duties, and assessments directly or indirectly relating to regulatory activity; or (ii) modify the rates, charges or other terms and conditions of this Agreement to accommodate the impact of regulatory activity, including, without limitation, actions taken by third parties in response to regulatory activity. Customer shall promptly pay Company all access charges, or any other charges, surcharges, taxes. fees and assessments that, in accordance with FCC regulations or decisions, or those of any applicable regulatory authority, industry practices, or recovery fees and charges that are associated with Customer traffic delivered, or facilities utilized, or services used pursuant to this Agreement, including, but not limited to, any retroactive charges not already reflected in the rates charged by the Company for service.

    RESPORG SOLUTIONS LLC. assesses bill and keep recovery fees to cover the costs of access, network access, facilities access, property taxes, administrative charges, accounting costs and risk management costs among others. These recovery fee(s) are not taxes and not an amount we are required to collect from you by law. RESPORG SOLUTIONS LLC. charges these various recovery fees to defray various costs incurred by RESPORG SOLUTIONS LLC. The administrative and recovery fees and the components used to calculate these charges are subject to change from time to time.

    In addition, Customer shall indemnify, defend and hold harmless the Company, its parent company and its Affiliates, their employees, directors, officers, and agents from and against all claims, demands, actions, causes of actions, damages, liabilities, losses, and expenses (including reasonable attorney’s fees) incurred as a result of Customer’s breach of this obligation. Notwithstanding any other provision of this Agreement, the damages for any breach of this Customer obligation shall not be capped or limited.
  4. Compliance with Law. This Agreement is Subject to all applicable federal, state and local laws, and regulations, rulings, orders, and other actions of governmental agencies (“Rules”), and the obtaining and continuance of any required approvals, authorizations, or tariffs filed with the FCC or any other governmental agency. RESPORG SOLUTIONS LLC. will use its good faith reasonable efforts to obtain, retain, and maintain such approvals and authorizations. If any such Rule adversely affects the Services or requires RESPORG SOLUTIONS LLC. to provide Services other than in accordance with the terms of this Agreement, either party may, without liability to the other party, terminate the affected Services upon 30 days prior written notice to the other party. In performing their obligations under this Agreement, the parties will comply with all applicable federal, state and local laws, regulations, rules, and orders.
  5. Limited Warranty. RESPORG SOLUTIONS LLC. will use reasonable efforts, according to industry standards to provide Services on a 24-hour-a-day, 7-day-per-week basis. RESPORG SOLUTIONS LLC. does not warrant that Services will be provided without interruption. In case of a Services interruption caused by RESPORG SOLUTIONS LLC., RESPORG SOLUTIONS LLC. will credit Customer with RESPORG SOLUTIONS LLC. service charge for the period during which the Services were interrupted. Such credit will not be given for Services interruption caused by Customer or by activities or facilities furnished by Customer or third parties. RESPORG SOLUTIONS LLC. credit will not exceed what RESPORG SOLUTIONS LLC. invoices for the given invoice period and credit, SOMOS costs will not be calculated into any credit. RESPORG SOLUTIONS LLC. MAKES THIS WARRANTY IN LIEU OF ALL OTHER WARRANTIES AND MAKES NO OTHER WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  6. Billing Disputes. If Customer reasonably disputes any portion of a RESPORG SOLUTIONS LLC. invoice, Customer must pay the undisputed portion and submit a written claim for the dispute amount. All claims must be submitted to RESPORG SOLUTIONS LLC. within thirty (30) days of receipt of the invoice for those Services. Customer waives the right to dispute any charges not disputed within thirty (30) days. In the event that the dispute is resolved against Customer, Customer shall pay such amounts plus interest at the rate of 1.5% per month. Under no circumstance will any billing error affect the Customer’s obligation to pay for Services rendered and used.
  7. Invoicing/Payment. Customer will be invoiced via (1) email; and/or (2) fax; and/or (3) direct mail; and/or (4) secure login. Customer may pay all fees by direct Debit/Credit via secure login or ACH bank draft authorization or by mail. Any customer requesting manual mailed invoice processing may be charged an additional manual check processing fee set at no less than $25 per invoice statement. Changes to RESPORG SOLUTIONS LLC. billing procedures can be made with 18 days notice to Customer.
  8. Limited Liability. RESPORG SOLUTIONS LLC. liability and the exclusive remedy of Customer for damages associated with the installation, provision, termination, maintenance, repair, or restoration of Services not to exceed what RESPORG SOLUTIONS LLC. invoices to Customer, will be solely limited to an amount no greater than Customer’s actual damages provided, however, that IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOSS OF USE, INCOME, OR PROFITS, OR ANY OTHER SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES.

    Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto, any right, remedy, obligation, or liability under or by reason of this Agreement, except as expressly provided in this Agreement. Customer further specifically agrees that RESPORG SOLUTIONS LLC. shall not be liable for the misrouting of any calls made to PSAPs or to municipal emergency service providers. The provisions of this Paragraph 9 will survive the termination of this Agreement and any Sales Order(s) issued hereunder.
  9. Indemnification. RESPORG SOLUTIONS LLC. and Customer will indemnify, hold harmless, and defend the other, its officers, directors, affiliated companies, employees, agents and subcontractors from liabilities, claims or damages arising out of personal injury or death or damage to property to the extent caused by the indemnifying party’s breach of any representation, warranty, term or provision herein or to the extent caused by the acts or omissions of such party, its employees, agents or subcontractors in its performance hereunder. RESPORG SOLUTIONS LLC. and Customer agrees to Not-Disclose any communication between RESPORG SOLUTIONS LLC. and Customer. Customer further specially agrees to not take any action to create publicity, disparage or harm RESPORG SOLUTIONS LLC. in any manner whatsoever which include but not limited to; news release, public announcement, advertisement, or other form of publicity concerning the existence of the Agreement or the service. Failure to comply with this obligation shall allow the Company to immediately terminate the Agreement, in addition to seeking any and all other remedies available in law or equity. The provisions of this Paragraph 10 will survive the termination of Services hereunder.
  10. Confidentiality. The parties may have access to certain information, the ownership and confidential status of which is highly important to the other party is treated or designated by one of the parties as confidential (herein referred to as “Confidential Information”). Neither party will disclose the other party’s Confidential Information, directly or indirectly under any circumstances, to any third person without the express written consent of the other party, and neither party will copy transmit, reproduce, summarize, quote, or make commercial or other use whatsoever of the other party’s Confidential Information, except as may be necessary to perform its duties hereunder. Each party will exercise the highest degree of care in safeguarding the other party’s Confidential Information against loss, theft, or other inadvertent disclosure and take all steps necessary to maintain such confidentiality. The provisions of this Paragraph 9 will survive the termination of this Agreement.
  11. Termination. Either party may terminate this Agreement upon 30 days written notice to the other party. RESPORG SOLUTIONS LLC. may reject requests to transfer local numbers, DID numbers and Toll Free numbers until total outstanding invoices, including late fees, service fees and other fees are all brought current and paid in full.
  12. Force Majeure. In the event that either party’s performance is delayed, prevented, or inhibited because of any Act of God, fire, casualty, delay or disruption in transportation, flood, war, strike, lockout, epidemic, destruction or shut-down of facilities, shortage or curtailment, riot, insurrection, governmental acts or directives, or any cause beyond such party’s reasonable control, the party’s performance will be excused. The occurrence of such an event will not constitute grounds for a declaration of default by either party hereunder.
  13. General. Customer may not assign its obligations hereunder without the prior written consent of RESPORG SOLUTIONS LLC. Any amendment must be in writing and signed by the parties hereto. The failure of either party to insist upon the performance of any provision or to exercise any right granted hereunder, will not be construed as a waiver of such provision(s), and the same will continue in full force. If any provision hereof is held to be invalid, void, or unenforceable, the remainder of the provisions will nevertheless remain unimpaired and in effect. The various rights and remedies given to or reserved by either party herein or allowed by law, are cumulative, and no delay or omission to exercise any of its rights will be construed as a waiver of any default or acquiescence, nor will any waiver of any breach or any provision be considered condoned or any continuing or subsequent breach the same provision. This Agreement will be governed by and interpreted in accordance with the laws for the State of Oregon.
  14. Disputes, Binding Arbitration, and Attorney Fees. Any controversy, dispute or claim arising out of or related to these Standard Terms and Conditions or breach thereof, that can’t be resolved by RESPORG SOLUTIONS LLC. and Company, shall be settled by binding arbitration administration by the American Arbitration Association or by an agreed to third party, under Commercial Arbitration Rules. The place of arbitration shall be Portland Oregon and State of Oregon law shall apply. Judgement on the dispute rendered by the arbitrator may be entered into any court having jurisdiction thereof. The prevailing party in any legal proceeding brought under or with respect to this these Standard Terms and Conditions may recover from the non-prevailing party all costs of such proceeding as well as reasonable attorney fees.
  15. UCCATL Ver. 3.00(b) – Feb 2017
About Us | Our Services | Testimonials | Contact Us | Disaster Recovery | Legal