General Terms and conditions

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TERM

i. Initial Service Term: The Initial Service Term of this Service is one (1) year commencing on the date that the Service is provisioned and ready for use (the “Initial Service Term”).
ii. Service Renewal Term: Upon expiry of the Initial Service Term, this Service shall automatically renew on the same terms and conditions, as contained herein for consecutive one (1) year renewal terms, (each a “Renewal Term”) provided that the Agreement has not been terminated and neither party has delivered a notice of non-renewal pursuant to Section 1(c) of the Agreement. For the purpose of this Service Schedule the Initial Service Term and all Renewal Terms shall be referred to as the “Service Term”.
iii. Notice of Non-Renewal: Either party may send to the other party a written notice, at least 60 days in advance of the expiration of the relevant Service Term, that it does not intend to renew a Service Schedule. As a result, that Service Schedule will expire and the Services provided under it will be terminated at the end of the Service Term.
iv. Use of Service Beyond Service Term: If Customer has sent a notice of non-renewal but for any reason continues to receive the Services after the expiry of the Service Term, the terms and conditions of the Agreement including this Service Schedule shall continue to apply for so long as Customer receives the Services, except that the Fees payable by Customer shall be QueryTel’s then prevailing month to month fees (“Month to Month Fees”) for the Services in effect from time to time.
v. Service Orders: During the Service Term, Customer may order Services as described in this Service Schedule from time to time by initiating a quotation request in the QueryTel Support Portal, http://support.querytel.com/support/login or by emailing at support@querytel.com, for which a quotation response will be returned by QueryTel. Subject to Customer agreeing to the payment of additional Fees that may include, but are not limited to, optional bundled connectivity, hardware or time and charges for special services, in amounts to be set out in the quotation response, Customer may confirm the quote to generate an order (“Service Order”). All such additional Services shall be coterminous and subject to the terms and conditions of this Service Schedule and the Agreement, whether or not this Service Schedule and the Agreement are referenced in the Service Order. Notwithstanding the foregoing, QueryTel reserves the right to not provide additional Services under this Schedule by providing the Customer ninety (90) days prior written notice (“Termination of Additional Services Date”).
 

(A) Office Connect Service provides, subject to the availability of applicable network facilities, the following:

• Services delivering hosted business voice telephony, which utilizes internet protocol and includes access to soft-switch functionality and routing capability;
• One service package per Customer User, providing features, as described in http://querytel.com/officeconnect/;
• Optional features that are not included in a Service package are available at the rates at the time Service(s) are ordered;
• Optional bundled connectivity per site may be ordered and used as the dedicated access facility which will transmit voice traffic between phone users and to external numbers. The connection capacity will be determined based on the number of simultaneous calls required at a given site, and the rate will be determined during the quote process;

(B) Not Included in the Service: The Service does not include the following which the Customer may request and QueryTel may provide on a time and materials basis or under separate agreement(s).

• All handsets, and other devices used by the Customer must be devices that are approved by QueryTel for use with the Service. These devices may be purchased subject to Section 4(k) of this Service Schedule or from another source. Devices purchased from another source may require programming by QueryTel. A service charge as set out in the rate at the time Service(s) is ordered may apply;
• QueryTel Toll-free service charges;
• Compatible site cabling
• Internet access;
• QueryTel is not responsible for services, not provided by QueryTel, which Customer may attach to the Service.

(C) Customer Responsibilities:

• QueryTel will not be liable for any Service interruption as a result of any power failure or disruption, including but not limited to the failure of original power source, or any backup power source as provided by Customer. Notwithstanding the foregoing, a power failure or disruption may require Customer, at its own cost, to reset or reconfigure the Equipment prior to resuming use of the Service;
• QueryTel will not be liable for any Service interruption as a result of Customer initiated changes to its network completed without the involvement of QueryTel or without coordinating with QueryTel;
• Customer must advise QueryTel when telephones are relocated. Service Levels are not applicable if a Customer or relocates telephones without advising QueryTel until such time as Customer advises QueryTel of such relocation and QueryTel confirms to Customer that the new location is valid;
• Only with respect to any music that Customer provides for the Music on Hold feature, Customer is responsible for securing appropriate licensing rights for such music, including but not limited to performing, transmission and reproduction rights, as applicable and paying any royalty fees that might be required to the author or collective as appropriate. Additionally, Customer must ensure (through using an appropriate licensing collective or express consent of the author) that its use of such music through the Music on Hold feature does not violate an author’s moral rights in the work;
• Customer will comply with the 9-1-1 specifications set out in Section 4(j) of this Service Schedule.

(D) Voice Data: As part of QueryTel’s diagnostics in the provision of the Services, QueryTel may occasionally collect data packets that contain voice data relating to Customer’s voice transmissions. QueryTel shall only use such information for the purposes of performing maintenance on the Services and for no other purpose. Customer hereby consents to QueryTel’s occasional collection and use of such data packets for such purpose.(E) Month to Month Services: Customer may, in addition to ordering Services for the duration of the Service Term, order from time to time certain Office Connect Services and/or options and features if and when made available by QueryTel on a month to month basis. The Office Connect Services ordered by Customer on a month to month basis, plus all ordered options and features and those emergency and mandatory services associated with the Office Connect Services are called “Month to Month Services”. QueryTel may make changes to any of the Month to Month Services including but not limited to withdrawing a Month to Month Service, on prior notice to Customer. QueryTel may amend the Fees for the Month to Month Services from time to time with no less than thirty (30) days prior written notice to Customer.(F) Early Provision of Services: If Customer orders and receives Services, including Month to Month Services, prior to the beginning of the Initial Service Term, Customer shall pay QueryTel’s then applicable Fees for all such Services until the first day of the Initial Service Term, plus all other applicable fees, charges and Taxes, all in accordance with the terms of the Agreement.   

(A) Service Term Fees: During the Service Term, Customer shall pay to QueryTel for Services ordered by Customer during the Service Term the fees (“Fees”) indicated at the time Services are ordered, and all other applicable amounts, charges and taxes (“Taxes”) indicated to Customer at the time the Services are ordered. Additional charges for, including but not limited to hot-cut, backhaul and/or construction may be applicable and will be charged to the Customer in addition to the Fees.

• Office Connect Packages or DIDs are available for the service term at the rates identified at the time Services are ordered.
• Features included in Office Connect Packages are listed at https://querytel.com/office-connect-plans
• DID includes e9-1-1.
• An administrative charge, will apply per order for new DID numbers. A non-recurring charge applies for DIDs ported from other carriers.
• Optional Features are available on a month-to-month basis.
• Non-recurring charge applies at initial set-up. An administrative charge will apply for subsequent changes to existing feature configurations.
• Monthly and non-recurring charges for bundled connectivity will be determined during the quotation process as described in Section 1(v).
• Non-recurring charges for Equipment will be determined during the quotation process as described in Section 1(v).

(B) Long Distance Fees:

• North America: Chargeable calls are rated in 6 second increments with all chargeable calls subject to the higher of either a 30 second charge or a 1 cent charge.
• International: Rates and charges for international calling are available on request and are hereby incorporated by this reference, form an integral part of this Service Schedule and are subject to change as set out below. International calls are rated in 6 second increments with all calls subject to the higher of either a 30-second charge or a 1 cent charge.

QueryTel may modify any or all of the rates and charges set out in the QueryTel website by providing fifteen (15) days prior written notice to this effect to Customer to a maximum aggregate increase of ten percent (10%) for all International usage of the Services provided hereunder (based on the Customer’s calling pattern between the commencement of the then current Service Term and the date of the notice of adjustment).(C) Geographic North American Long Distance Traffic Distribution Commitment. The Customer agrees:

• That a maximum of 5% of its total off-net – rest of Canada minutes shall terminate in the operating territories of Canadian independent telephone companies and any failure to comply with this commitment during any year of the Initial Service Term or Renewal Term shall result in QueryTel billing the Customer and the Customer being liable to pay to QueryTel for the excess in off-net – rest of Canada minutes terminating in the operating territories of Canadian independent telephone companies at the rate of $0.06 per minute, in addition to the rates and charges specified in Section 3 of this Service Schedule. For the purposes of this Service Schedule the operating territories of the Canadian independent telephone companies is defined in Appendix 4 which forms an integral part hereof.
• That a maximum of 30% of its total off-net minutes shall be off-net – US outbound minutes and that any failure to comply with this commitment during any year of the Initial Service Term or Renewal Term shall result in QueryTel billing the Customer and the Customer being liable to pay to QueryTel the excess in off-net – US outbound minutes at the rate of $0.02 per minute, in addition to the rates and charges specified for Services within this Service Schedule.
• That a maximum of 30% of its off-net – rest of Canada minutes shall terminate outside QueryTel operating territory and any failure to comply with this commitment during any year of the Initial Service Term or Renewal Term shall result in QueryTel billing the Customer and the Customer being liable to pay to QueryTel the excess in off-net – rest of Canada minutes terminating outside the operating territory of QueryTel but within Canada at the rate of $0.02 per minute, in addition to the rates and charges specified for Services within this Schedule.
• That a maximum of 25% of its total off-net – US minutes shall terminate in US independent telephone company territory and any failure to comply with this commitment during any year of the Initial Service Term or Renewal Service Term shall result in QueryTel billing the Customer and the Customer being liable to pay to QueryTel for the excess in off-net – US minutes terminating outside of the Regional QueryTel Operating Companies at the rate of $0.12 per minute, in addition to the rates and charges specified in Section 3 of this Service Schedule.

(D) Toll Fraud: Customer shall be responsible for all costs, expenses, claims or actions arising from calls the purpose or effect of which is theft or unauthorized usage of communications services or misleading or fraudulent communications of any nature (including, without limitation, communications intended to effect theft through unauthorized use of calling cards) and all unauthorized or fraudulent communications on pay-per-call numbers, information service calls, directory assistance calls or the like for which QueryTel is billed that are passed through to the Customer for billing to Customer’s customers (collectively, “Fraudulent Calls”). Customer shall not be excused from paying QueryTel for any Services provided to Customer or any portion thereof on the basis that Fraudulent Calls comprised a corresponding portion of the Services.
 

(A) No Wholesale Sale: The Customer shall not be permitted to resell or remarket all or any portion of the Services under its own branding or under any other branding, to any party who further resells all or any portion of the Services (“Wholesale Sale”). If any such Wholesale Sale occurs and notwithstanding anything to the contrary contained in the Agreement, Supplier may, at its option and sole discretion, immediately terminate this Service Schedule.(B) Changes: Any changes requested by Customer to Month to Month Services or Services ordered for the duration of the Service Term will be itemized on Customer’s subsequent monthly invoice.(C) Directory Listing: The Customer is entitled to one directory listing free of charge per address. The primary listing is to be provided in the name of the Customer, firm, or corporation that substantially uses the Service, as identified to QueryTel.(D) Omission of Primary Listing: The monthly rate applicable for the omission of a primary listing in accordance with the Customer’s request for privacy will be waived.(E) QueryTel-Initiated Changes in Telephone Numbers and Service Arrangements: Customer has no property rights in telephone number(s) assigned to it. QueryTel may change such number(s), provided it has reasonable grounds for doing so and has given reasonable advance written notice to Customer, stating the reason and anticipated date of change. Customer agrees that, in cases of emergency, oral notice with subsequent written confirmation will be sufficient.Whenever QueryTel changes Customer’s telephone number(s) on its own initiative, it must, unless there are insufficient central office terminations available, provide Reference of Call service without charge until the earlier of: (i) termination of the Services; and (ii) the distribution of updated directories for that district showing the new number or listing is correct.(F) Service Charges: In addition to the Fees, the Month to Month Fees and Taxes set out in Section 3 and other amounts owing under the Agreement, QueryTel may also apply service charges from time to time (“Service Charges”), including without limitation in connection with (i) orders, rulings, mandates or directives received from the CRTC; (ii) returned or rejected payments, collection efforts and administrative costs; and/or (iii) work associated with the activation and/or move and rearrangement of the Services or Month to Month Services, as set out in the rate table in Appendix 3 of this Service Schedule.(G) 0+ or Operator Assisted Calling: The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, 900 or calling card calls).(H) Directory Assistance (4-1-1): Calls made to 4-1-1 will be charged at the then current and prevailing rates and are subject to change from time to time.(I) Message Relay Service (7-1-1): The Service does not support Message Relay Service.(J) Emergency Services – 9-1-1 Dialing:

• 9-1-1 dialing – all 9-1-1 calls dialed through office connect pbx service will be transferred to an emergency operator (an “operator” ) and callers will have to provide their address/location from where the call is made. Once this information has been successfully provided to the operator, the operator will route the call to the appropriate public safety answering point (“PSAP”) corresponding to the provided address/location. Customer further acknowledges and agrees that the call may not be handled by such PSAP in the same way as traditional wireline 9-1-1 services.
• A caller is solely responsible for providing the operator with the correct address/location information and any other necessary information when placing a 9-1-1 call through office connect PBX service. If the operator is not provided with the correct address/location information, customer acknowledges and agrees that emergency services may be dispatched to the wrong address, and customer further agrees to indemnify and hold harmless QUERYTEL indemnitees from and against any losses suffered or incurred by them arising out of any such misrouted 9-1-1 calls.
• Customer acknowledges and agrees that 9-1-1 calls originating from an address or location outside of Canada cannot be routed to any PSAP or emergency service by the operator. Customer also acknowledges and agrees that 9-1-1 calls originating from any address or location within Canada but outside of QueryTel’s traditional operating territory will be routed to another operator prior to being routed to the appropriate PSAP. As a result, customer acknowledges and agrees that delays may occur in the dispatching of emergency services to the correct address, and QueryTel therefore recommends that callers outside of QueryTel’s traditional operating territory should use a traditional wireline service to call 9-1-1.
• 9-1-1-type dialing subject to outages – customer acknowledges and understands that if there is a service outage for any reason, including, without limitation, as described elsewhere in this service schedule, such outage may prevent some or all elements of the service, including 9-1-1 type dialing, from working.

(K) Equipment: In addition to the terms and conditions contained in section 1(a) of the Agreement the following terms and conditions apply to the Customer’s purchase of Equipment (as defined below) under this Schedule:

• Binding Agreement: By submitting an order to purchase (and/or license, as applicable) the equipment, software and/or firmware described in Quotations generated through a quotation request in the QueryTel Support Portal, http://support.querytel.com/support/login or by emailing at support@querytel.com, for which a quotation response will be returned by QueryTel (“Quotation”) and installation, configuration, and/or any other services associated with the equipment, software and/or firmware, as applicable (“Equipment”), the Customer accepts and agrees with all the terms and conditions in this Service Schedule. The terms and conditions in this Service Schedule shall prevail over and replace any other verbal or written communications between Customer and QueryTel, including any terms in a purchase order or other document issued by Customer except as expressly over ridden and agreed to in writing by QueryTel;
• Subsequent Sales and Growth Orders: This Service Schedule will govern all subsequent and future sales of Equipment that may be ordered through QueryTel Support Portal.
• Cancellation: If Customer cancels an order (in full or in part) prior to the delivery or performance of the order, a restocking fee of 25% of Equipment cost, as listed in the Quotation will be charged. QueryTel will not accept cancellation of any software (and Customer will be charged 100% of the price), or Equipment that is: (a) already delivered to Customer; (b) non-stock, specially ordered or customized; or (c) discounted or sold to the Customer at an incentive price;
• Changes: If there are changes to the Equipment, services, and/or prices prior to the Cutover Date, Customer will be issued a new or revised Quotation reflecting such change. The “Cutover Date” is the date when QueryTel informs Customer that installation is completed and that the Equipment is ready for use, or if Equipment is not installed by QueryTel, the date of delivery;
• Non-Payment: If Customer does not pay all outstanding amounts for Equipment as and when due, QueryTel may immediately possess and remove the Equipment at Customer’s expense, without prejudice to any other right or remedy QueryTel may have for breach of contract;
• Installation: If QueryTel installs the Equipment, performs any services, or provides connecting arrangements to appropriate facilities through a demarcation point, Customer will, at its own expense, prepare the site (such as providing adequate conduit, storage/ terminating space, electrical power, environmental conditions) according to the Original Equipment Manufacturer’s (“OEM”) specifications before the installation date.
• Additional charges at QueryTel’s then applicable rate (with a four-hour minimum charge) will apply if Customer site is not prepared for installation. Customer will comply with all applicable laws, including any health and safety legislation. QueryTel reserves the right to refuse to perform the Services under hazardous conditions, and will not be responsible for any such refusal or for any delays due to circumstances beyond its control.
• Software License: By installing or using the Equipment, Customer agrees that the software is licensed for use strictly in accordance with its license terms, and that Customer will comply with and be bound by the software license terms provided with the Equipment. If there is a conflict between these license terms and any specific license terms provided with the Equipment by the OEM, the OEM terms will prevail.
• Warranty: A warranty, if any, provided with the Equipment will be provided by the OEM and will accompany the Equipment upon delivery. Upon request, QueryTel will provide Customer with a copy of the applicable OEM warranty. QueryTel does not guarantee uninterrupted or error-free operation of the Equipment. There are no express or implied warranties, except may be as expressly provided by the OEM. Any warranty provided with the Equipment will be between Customer and the OEM. Customer agrees that QueryTel shall have no liability to Customer in connection with such warranty obligations.
• Confidentiality: Where QueryTel is required by a third-party supplier to provide information regarding a Customer, as a precondition of purchasing Equipment or otherwise for purposes related to the sale or maintenance of the Equipment, Customer consents to such disclosure and use.

(L) Customer-Provided Equipment:

• Customer may provide Service compatible equipment, as approved by QueryTel, for use with the Services.
• QueryTel-approved equipment that is purchased from QueryTel under separate agreement(s) may be provisioned by QueryTel for use with the Services at no additional charge. During the ordering process Customer will provide information reasonably requested by QueryTel including equipment type, model number, MAC address and serial number.
• QueryTel-approved equipment that is either pre-owned by or acquired by the Customer through an alternate equipment vendor may be provisioned by QueryTel for use with the Services. A “Bring your Own Phone” charge and/or other charges, such as for shipping if applicable, as determined by QueryTel will apply.

(M) Software: In connection with all software utilized under this Service Schedule, Customer will:

• Not transfer, assign or sublicense the software to any other person, organization or entity;
• Not attempt to create any derivative version thereof;
• Not de-compile, decrypt, reverse engineer, disassemble or otherwise reduce same to human-readable form; and

i. Online, Chat and Email Support: QueryTel Support website, chat available at http://support.querytel.com/support/login and email support available at support@querytel.com.

ii. Remote Support: Once support ticket has been generated and issue cannot be resolved. Technician will access the affected machine via secure remote tool to resolve the issue.iii. Telephone Support Requests: Available from 08:00am to 05:00pm EST each day, seven (7) days a week (excluding holidays). 24hours support is available for an additional fee.(A) Step One: Call for Assistance

• For telephone support requests, call 416-477-1380 support center to speak to a technical support analyst.
• Call from a location which includes physical access to the Supported Product.

(B) Step Two: Assist with Telephone-based Troubleshooting

• When requested, identify error messages received and when they occur; what activities preceded the error message; and what steps you have already taken to attempt to solve the problem.
• The analyst will work with you through a series of troubleshooting steps to help diagnose the issue.
• If an on-site dispatch of a service technician is necessary, the analyst will provide additional instructions.

iv. QueryTel Support Hours of Operation

• 08:00am to 05:00pm EST

v. How to Keep Customer’s Physical Location Updated for E-911 Services:

• To ensure your location information is kept current with your VOIP provider since the operator may assume that you are at the last registered address if you are not able to speak during a 9-1-1 call. To update your information, please call 416-477-1380 or email support@querytel.com. Please be aware that address updates may take 24 hours to complete.

A) Important E-911 Information:

• VOIP 9-1-1 services have certain limitations relative to Enhanced 9-1-1 service that is available on most traditional telephone service.
• Be prepared to confirm your location and call-back number with the operator who answers the 9-1-1 call since the operator may not have this information.
• 9-1-1 service may not be available during power outage and will be unavailable during a broadband Internet outage.
• It is necessary to ensure your location information is kept current with your VOIP provider since the operator may assume that you are at the last registered address if you are not able to speak during a 9-1-1 call. To update your information, please call 416-477-1380 or email support@querytel.com . Please be aware that address updates may take 24 hours to complete.
• When calling 9-1-1 do not hang up until told to do so, and call back if you get disconnected.
• Please make sure you are aware of the limitations of your 9-1-1 services and make potential users of the service aware of these limitations

B) Authority to Grant Access: Customer represents and warrants that it has obtained permission for both Customer and QueryTel to access and use the Supported Products, the data located thereon and all hardware and software components included therein, for the purpose of providing these Services. If Customer does not already have that permission, it is Customer’s responsibility to obtain it, at Customer’s expense, before Customer asks QueryTel to perform these Services.C) Cooperate with Phone Analyst and On-site Technician: Customer will cooperate with and follow the instructions given by any QueryTel phone analyst or on-site technicians. Experience shows that most system problems and errors can be corrected over the phone as a result of close cooperation between the user and the analyst or technician.D) On-site Obligations: Where Services require on-site performance, Customer will provide (at no cost to QueryTel) free, safe and sufficient access to Customer’s facilities and the Supported Products, including ample working space, electricity, and a local telephone line. A monitor or display, a mouse (or pointing device), and a keyboard must also be provided (at no cost to QueryTel), if the system does not already include these items.E) Data Backup; Removing Confidential Data: If specified in service description form, QueryTel will provide a complete backup of all existing data, software and programs on all affected systems prior to and during the delivery of this Service. Customer should make regular backup copies of the data stored on all affected systems as a precaution against possible failures, alterations, or loss of data. In addition, Customer is responsible for removing any confidential, proprietary, or personal information and any removable media such as SIM cards, CDs, or PC Cards regardless of whether an on-site technician is also providing assistance QUERYTEL WILL HAVE NO LIABILITY FOR:

• ANY OF YOUR CONFIDENTIAL, PROPRIETARY OR PERSONAL INFORMATION;
• LOST OR CORRUPTED DATA, PROGRAMS OR SOFTWARE;
• DAMAGED OR LOST REMOVABLE MEDIA;
• DATA OR VOICE CHARGES INCURRED AS A RESULT OF FAILING TO REMOVE ALL SIM CARDS OR OTHER REMOVABLE MEDIA INSIDE SUPPORTED PRODUCTS THAT ARE RETURNED TO QUERYTEL;
• THE LOSS OF USE OF A SYSTEM OR NETWORK;
• AND/OR FOR ANY ACTS OR OMISSIONS, INCLUDING NEGLIGENCE, BY QUERYTEL OR A THIRD-PARTY SERVICE PROVIDER.

F) Third Party Warranties: These Services may require QueryTel to access hardware or software that is not manufactured by QueryTel. Some manufacturers’ warranties may become void if QueryTel or anyone else other than the manufacturer works on the hardware or software. Customer will ensure that QueryTel’s performance of Services will not affect such warranties or, if it does, that the effect will be acceptable to Customer. QueryTel does not take responsibility for third party warranties or for any effect that the Services may have on those warranties.

(A) Early Termination of Service Schedule by Customer: Customer may terminate a Service it has requested under a Service Schedule (“Terminated Service”) at any time before the end of the relevant Service Term by giving notice of termination to QueryTel at least 30 days before the proposed early termination date. If Customer terminates a Service under this Section, the Customer shall pay to QueryTel all Fees, Taxes and Late Payment Charges due for the Terminated Service up to the number of months remaining in contract times monthly service charges.(B) 100% of the reasonable out-of-pocket expenses that QueryTel incurs or will incur in connection with its contractual arrangements with the QueryTel Providers, and(C) the termination charges specified in the relevant Service Schedule, or if not specified, an amount equal to 50% of the remaining monthly Fees for the Terminated Service that would have been payable to the end of the Service Term (collectively, the “Termination Fees”). The Customer acknowledges that the Termination Fees are a reasonable estimate of QueryTel’s liquidated damages and represent consideration for the Services and Products, and are not a penalty. In the event that a payment to be received by QueryTel for Termination Fees would be deemed by the applicable tax legislation to include an amount of GST/HST and/or QST or other Tax, the amount of Termination Fees payable by the Customer shall be grossed up by an amount equal to the amount of GST/HST, QST and other Taxes that would be deemed to be included in such payment.(D) Cancellation of Product Schedule by Customer: If Customer cancels an order for Product(s) in full or in part prior to the delivery or performance of the order, a restocking fee of up to 25% of Product cost, as listed in the Product Schedule or on a quotation or purchase order will be charged. QueryTel will apply any deposit collected for the cancelled Product(s) order towards the restocking fee. QueryTel will not accept for return or refund (i) any purchased software, which will be charged at 100% of the price; (ii) Products that have already been delivered to Customer; (iii) Products that are non-stock, specially ordered or customized; or (iv) Products that have been discounted or sold to Customer at an incentive price.(E) Termination for Cause: QueryTel may suspend the Services in whole or in part, in each case, by giving notice in writing to the other party upon the occurrence of any of the following: (i) the other party commits a material breach with respect to a material obligation under this Agreement or the applicable Schedule and does not remedy that breach within 30 days after receiving written notice of the breach; or (ii) the other party enters into a compulsory or voluntary liquidation, or convenes a meeting of its creditors or has a receiver appointed over any part of its assets or takes or suffers any similar action in consequence of a debt, or ceases for any reason to carry on business. Customer’s failure to pay any invoiced Fees, Taxes or Late Payment Charges when due is a material breach with respect to a material obligation. Notwithstanding the foregoing, if QueryTel materially breaches with respect to a material obligation in the provision of a Service or Product, and QueryTel has not remedied that breach within 30 days after receiving written notice of such default, Customer shall only be entitled to terminate the specific Service(s) or Product(s) for which the breach occurred under the applicable Service Schedule or Product Schedule.(F) Charges Payable: On the termination of this Agreement or Schedule for any reason, all payments required to be made to QueryTel by the Customer thereunder, shall be due and payable immediately. Termination of this Agreement or a Schedule shall not relieve the Customer from any liability which accrued before the termination became effective. Customer will not be required to pay Termination Fees if Customer terminates this Agreement or a Schedule under Section 8(d).(G) Cancellation: QueryTel may cancel this Service at any time during the Term for any of the following reasons:

• Customer fails to pay the total price for this Service in accordance with the invoice terms;
• Customer is abusive, threatening, or refuses to cooperate with the assisting analyst or on-site technician; or
• Customer fails to abide by all of the terms and conditions set forth in this Service Description.

If QueryTel cancels this Service, QueryTel will send Customer written notice of cancellation at the address indicated on Customer’s invoice. The notice will include the reason for cancellation and the effective date of cancellation, which will be not less than ten (10) days from the date QueryTel sends notice of cancellation to Customer, unless local law requires other cancellation provisions that may not by varied by agreement. If QueryTel cancels this Service pursuant to this paragraph, Customer shall not be entitled to any refund of fees paid or due to QueryTel.

(A) Obligations: The Customer shall:

• not resell or remarket any Service;
• unless provided by QueryTel as part of the Service pursuant to a Service Schedule, provide all necessary infrastructure (e.g. power and outlets) and ambient environments required for the safe and efficient operation and maintenance of the QueryTel Provided Equipment on Customer premises in accordance with the specifications provided by QueryTel and all applicable industry and safety standards;
• unless provided by QueryTel as part of the Service pursuant to a Service Schedule, be responsible for the supply (including obtaining necessary licenses and authorizations), installation and maintenance of any material, equipment or software other than the QueryTel Provided Equipment, (the “Customer Provided Equipment”) at each site that is necessary to receive the Services. Customer shall ensure that Customer Provided Equipment is (A) installed, maintained, secured and stored in a manner and an environment that conform to the manufacturer’s specifications and any specifications provided by QueryTel, and (B) compatible with the QueryTel Provided Equipment;
• obtain and maintain all third-party licenses, authorizations, permissions and consents necessary to permit QueryTel and/or the QueryTel Providers prompt and safe access to Customer’s premises and Customer Provided Equipment and QueryTel Provided Equipment on Customer premises, so they can perform QueryTel’s obligations and enforce QueryTel’s rights under this Agreement;
• be responsible for use of the Services and Products, including through access points, by any party other than QueryTel, and take all necessary measures to use the Services and Products in accordance with the terms and conditions of this Agreement;
• not use, abuse, tamper with, alter or otherwise rearrange the Services or Products , or permit or assist others to do so, for any purpose or in any manner that interferes with (A) the Products or Services or the provision of them; (B) the networks of QueryTel or any QueryTel Provider or access to those networks by other users; or (C) or use the Product or Services in a manner that directly or indirectly violates the terms of this Agreement, applicable laws or any third party or QueryTel rights; and maintain the minimum commitment levels for billing, volume or usage, if any, as set out in a Service Schedule (the “Minimum Commitment”) or pay any under utilization fees or charges set out in such Service Schedule (“Under Utilization Charges”).

QueryTel may cancel this Service at any time during the Term for any of the following reasons:

• Customer fails to pay the total price for this Service in accordance with the invoice terms;
• Customer is abusive, threatening, or refuses to cooperate with the assisting analyst or on-site technician;
• or Customer fails to abide by all of the terms and conditions set forth in this Service Description.

B) Failure to Comply:

• QueryTel is not liable for any failure to provide the Services or Products in accordance with this Agreement resulting from Customer’s failure to comply with any of the obligations set out in this Section.
• If a Customer’s failure to comply with any of the obligations in this Sections (a)(i)-(vi) materially adversely affects QueryTel’s or a QueryTel Provider’s network, the Services or the ability of other customers to receive services from QueryTel, QueryTel may take all actions which it considers necessary to address such effect including the immediate suspension of or restriction on the use of the Services.  By accepting this Agreement, QueryTel Inc and Customer agree that this Service Schedule is attached to and forms part of the Agreement, and all Services, including the Month to Month Services described herein are governed by the terms and conditions of this Service Schedule and the Agreement.