Terms and Conditions

I. Definitions

“Agreement” refers to this Master Services Agreement, including all Service Order Forms, amendments, and incorporated documents.

“Customer” refers to the entity receiving Services under this Agreement.

“Effective Date” means the date on which the initial Service Order Form is executed by both parties.

“Equipment” refers to any hardware or related items provided by Provider in connection with the Services.

“Mean-Time-To-Repair” is the average time it takes to restore a system or equipment to full operational status after a failure.

“Minimum Point of Entry” (“MPOE”) is the location where Provider’s network interfaces with the Customer’s premises.

“Registered Emergency Address” or “REA” means the physical address of Customer end-points to be used for E911 and Basic 911, which may be used to dispatch police, fire, emergency medical and other emergency response resources.

“Runbook” means the operational guide created jointly by Customer and Provider outlining escalation paths, notification protocols, and service-specific configurations.

“Service Address” refers to the physical location where Services are provided.

“Service Fees” refer to charges for the Services as set forth in an SOF.

“Service Level Agreement” outlines the standards and performance levels expected from Provider providing the Services specified in the applicable SOF.

“Service Order Form” (“SOF”) is a document specifying the Services, Service Fees, Service Period, and other terms applicable to the Customer.

“Service Period” refers to the duration of the Services as specified in an SOF.

“Services” refer to the telecommunications and related services provided by Provider under this Agreement.

“Site” means a discrete physical location where Services are delivered within Customer’s premises, as identified in an applicable Service Order Form. Each separate building, address, or equipment room designated for Service shall constitute a separate Site, even if located on the same campus or property.

“Term Start Date” is the date on which the Service Period (Term) begins for the applicable SOF. Unless otherwise specified in the SOF, the Term Start Date shall be the date on which the first Site for the applicable SOF has been installed, tested, and accepted.

“Termination Date” is the date Services are discontinued pursuant to the terms of this Agreement.

Terms defined in this Section shall have the meaning set forth herein when used throughout this Agreement and any applicable SOF.

II. Ordering Services

To obtain Services, Customer must execute an SOF that specifies the requested Services, Service Address, and Service Period.

The SOF will outline the service details, required equipment, installation, and pricing based on the Customer’s stated requirements. Each SOF shall form a part of this Agreement and shall be subject to the terms and conditions herein unless expressly stated otherwise in the SOF. In the event of any conflict between this Agreement and an SOF, the terms of the SOF shall control, but only with respect to the specific Services, pricing, quantities, service levels, term lengths, or Sites addressed in that SOF. For avoidance of doubt, no SOF may amend or override the general legal terms of this Agreement, including without limitation provisions relating to liability, indemnification, warranties, compliance, confidentiality, governing law, or dispute resolution, unless expressly agreed in a written amendment to this Agreement.

In the event of any conflict between this Agreement and an SOF, the SOF shall control for those specific terms.

III. Credit Review and Deposits

Provider reserves the right to assess Customer’s creditworthiness at any time. Based on such assessment, Provider may require a deposit, advance payment, or other commercially reasonable financial assurance before continuing to provide Services or accepting new SOFs.

Provider may apply any such deposit to unpaid balances and shall refund any remaining balance within sixty (60) days following full termination and final settlement of all outstanding obligations.

IV. Billing and Payment Terms

A. Invoices and Timing: Provider will issue invoices to Customer on a monthly basis in arrears unless otherwise set forth in the applicable SOF. Charges will be prorated for Services that begin or end mid-month.

B. Payment Obligations: Customer shall pay all undisputed amounts in full within thirty (30) days of the invoice date unless otherwise agreed in writing.

C. Taxes and Fees: Customer shall pay all applicable taxes, surcharges, fees, and assessments imposed by any governmental authority in connection with the Services.

D. Late Payments: Any undisputed amount not paid by the due date shall accrue a late fee equal to the greater of five percent (5%) of the outstanding balance or twenty dollars ($20.00) per month, not compounded, or the maximum allowed by law. Late payment may result in service suspension pursuant to Section VII(E).

E. Disputed Charges: Customer must notify Provider in writing of any good faith billing dispute within thirty (30) days of the invoice date, identifying the specific items and basis for the dispute. Failure to do so waives Customer’s right to challenge such charges. Undisputed amounts remain due and payable during the resolution period.

F. Deposit and Credit Assurance: Provider reserves the right to assess Customer’s creditworthiness at any time before or during the Term, and may require a deposit, advance payment, or other financial assurance if Customer’s credit status, payment history, or order volume materially changes. Provider may apply any deposit to unpaid balances and shall return any remaining balance within sixty (60) days of the end of the Term or termination of all active SOFs, whichever is later.

G. Currency and Method of Payment: All amounts due shall be paid in U.S. dollars, via ACH, wire transfer, or other mutually agreed payment method.

V. Service and Performance

A. Service Provision and Installation

Provider shall deliver the Services described in each executed SOF in accordance with the terms of this Agreement.

Provider shall be responsible for installation, activation, and ongoing maintenance of the Services at the Site(s) specified in the SOF.

Provider will use commercially reasonable efforts to complete installation and activation by the estimated dates outlined in each SOF; however, any delays caused by factors under the control of Customers—such as inadequate Site readiness or failure to provide necessary access—shall not be deemed a breach of Provider’s obligations.

Provider-owned Equipment is supplied solely for use with the Services at the designated Site and may not be moved, transferred, or made available to any third party without Provider’s prior written consent.

B. Service Levels and Performance Standards

Provider shall use commercially reasonable efforts to maintain uptime of 99.99% for the Services, excluding periods of scheduled maintenance, force majeure events, or outages attributable to Customers or third-party vendors.

Provider will target a Mean-Time-To-Repair (MTTR) of four (4) hours for all service incidents within its control. MTTR will be calculated on a quarterly basis across all Site(s).

Credits for verified service interruptions shall be issued in accordance with the credit mechanism set forth in the applicable SOF.

C. Support and Maintenance: Provider shall furnish standard technical support for the Services in accordance with the support processes and hours specified in the applicable SOF or published support guidelines.

D. Exclusions and Limitations

Provider shall not be liable for performance issues, service interruptions, or delays resulting from circumstances beyond its reasonable control, including but not limited to:

  • Delays caused by Customers in providing required access, approvals, or technical information;
  • Force Majeure events as defined in Section XVI of this Agreement; or
  • Disruptions arising from third-party providers, Customer equipment, or non-standard Site configurations.

Customer is responsible for ensuring that all equipment under its control is compatible with the Services and meets any applicable technical requirements.

E. Site Access and Escort Requirement

Customer shall ensure that Provider personnel are accompanied at all times by a designated representative of Customer during any on-Site activities, including but not limited to Site Surveys, installation, maintenance, and repairs. At no time shall Provider personnel be granted unescorted access to Customer premises.

Customer is responsible for coordinating access and ensuring that an authorized escort is present at all scheduled visit times. Cancellations or rescheduling of Site visits must be communicated to Provider at least forty-eight (48) hours in advance. Failure to provide timely notice or to ensure an escort is available at the scheduled time may result in delays and additional reasonable charges, including but not limited to travel changes, extended lodging, accommodations, or idle time, for which Customer shall be responsible.

VI. Customer Responsibilities

In addition to other obligations under this Agreement, Customer agrees to:

  • Designate at least one individual (“Authorized Individual”) within each SOF who is authorized to act on Customer’s behalf for all matters related to the Services and account, including changes, additions, or terminations.
  • Maintain an up-to-date list of Authorized Individuals. Any changes require authorization from a currently Authorized Individual. Updates and authorizations should be submitted to support@southlightservices.com.
  • Take necessary actions to facilitate installation and activation of Services upon request.
  • Provide adequate facilities, including cabling, inside wiring, conduit, power, and related materials, for demarcation extensions from the MPOE to the designated circuit termination location.
  • Not resell or sublicense the Services or Equipment to any third party without prior written approval from Provider.
  • Comply with all applicable laws, regulations, and tariffs related to the Services, Equipment, and this Agreement.
  • Establish and maintain security measures, including access codes, passwords, and controls to prevent unauthorized access to systems connected to the Services.
  • Assume sole responsibility for all fraudulent, unauthorized, illegal, or improper use of the Services or Equipment by any party accessing them through Customer’s facilities or equipment.
  • Promptly report any service issues or outages to Provider.
  • As applicable, provide Provider with all applicable tax exemption certificates and documentation necessary to support any claimed tax-exempt status. Failure to provide such documentation may result in the assessment of applicable taxes, which shall be the Customer’s responsibility.
  • Pay all shipping and handling costs associated with delivery of Provider’s equipment to Customer’s designated Site(s). This includes shipments sent directly from Provider’s distributors or routed through Provider for pre-configuration, staging, or bundling.
  • Customer shall ensure that all Site(s) meet the minimum environmental, electrical, structural, and networking conditions required for installation and operation of the Services. Customer is responsible for coordinating any necessary upgrades, third-party services, or Site access required to support service delivery.
  • Customer represents and warrants that a significant portion of local exchange traffic at the Site will be carried through the Services for the entire Term.

VII. Term and Termination

A. Agreement Term

This Agreement shall commence on the Effective Date and shall remain in effect unless and until terminated by either party upon thirty (30) days’ prior written notice, provided no SOF is active at the time of such notice.

For clarity, this Agreement alone does not obligate either party to purchase, provide, or pay for any Services. The rights and obligations of the parties with respect to Services — including performance, billing, support, and dispute resolution — shall apply only during the term of each active SOF.

B. SOF Term

Each SOF shall specify the applicable Service Period for the Services ordered. This Agreement shall govern all such SOFs and shall remain in effect with respect to each SOF through the end of its Service Period, unless terminated earlier in accordance with this Agreement. The termination or expiration of one SOF shall not affect the status or validity of this Agreement or any other active SOFs.

C. Termination for Convenience

Customer may terminate any individual SOF for convenience with thirty (30) days’ prior written notice, subject to payment of any applicable Early Termination Fees (“ETFs”) as set forth in the SOF. Customer may not terminate this Agreement for convenience while any SOF remains active, unless the SOFs are simultaneously terminated, including payment of applicable ETFs.

Provider may terminate this Agreement at any time upon thirty (30) days’ prior written notice, provided no SOF is then active. If one or more SOFs remain active at the time of such notice, the Agreement shall remain in effect with respect to those SOFs until their expiration or earlier termination in accordance with this Agreement.

D. Termination for Cause

Either party may terminate this Agreement and any active SOFs immediately upon written notice if the other party:

  1. Materially breaches this Agreement or an SOF and fails to cure such breach within fifteen (15) days of written notice;
  2. Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or
  3. Repeatedly fails to perform its obligations in a manner that materially impairs the Services or the non-breaching party’s business.

Customer may not terminate this Agreement for cause while any SOF remains active unless such SOFs are simultaneously terminated in accordance with their terms. Any such termination shall be subject to the applicable ETFs as set forth in the affected SOF(s), unless the termination results from Provider’s uncured material breach under subsection (i), in which case no ETF shall apply.

E. Suspension of Services

Provider may suspend Services for any applicable SOF (in whole or in part) if Customer:

  1. fails to pay any undisputed invoice within ten (10) days after written notice of non-payment, or
  2. violates any law, regulation, or contractual restriction that materially jeopardizes Provider’s network, data security, or regulatory standing.

Services shall be restored upon full payment of all undisputed past-due amounts, applicable late fees, any accrued monthly recurring charges during the suspension period, and a service restoration fee of twenty-five dollars ($25.00) per line, upon resolution of any compliance violation.

Provider reserves the right to require Customer to furnish a surety bond or other acceptable financial guarantee in an amount equal to the anticipated MRCs for the remainder of the applicable Service Period, in the event of repeated non-payment or a suspension exceeding thirty (30) days.

Suspension of Services does not waive Provider’s right to terminate the Agreement or any SOF in accordance with this Section.

F. Effect of Termination

Upon expiration or termination of this Agreement or any SOF:

Outstanding Charges: All undisputed charges incurred through the effective date of termination, including any applicable ETFs, shall become immediately due and payable. Customer shall also remain responsible for any nonrecurring charges and usage-based fees accrued through the effective termination date.

Return of Equipment: If any Provider-owned equipment has been deployed at a Site, Customer shall return all such equipment in good working order (ordinary wear and tear excepted) within ten (10) business days of the effective termination date. Customer shall be responsible for the replacement cost of any lost, damaged, or unreturned equipment.

Return and Destruction of Confidential Information: Each party shall, at the request of the other, promptly return or destroy all Confidential Information received under this Agreement and certify such destruction in writing, except where retention is required by law or established internal policy.

End-of-Service Transition: Customer is solely responsible for arranging a transition to an alternate service provider before the termination date. Provider shall have no obligation to provide transition assistance unless expressly agreed in writing.

Surviving Provisions: Sections concerning payment obligations, confidentiality, intellectual-property rights, indemnification, limitations of liability, and any other terms which by their nature survive will remain in full force.

Cessation of Services: Upon termination of this Agreement and all applicable SOFs, Provider shall have no further obligation to provide any Services, support, or access to systems, except as expressly required by law or agreed in writing.

VIII. Pricing Changes

Provider reserves the right to modify its standard pricing for any Services by providing Customer with at least thirty (30) days’ prior written notice. Any such pricing changes shall apply only to new SOFs executed after the effective date of the change, or to Services renewed or reordered following the expiration of the applicable Service Period.

Pricing for Services already subject to an active SOF shall remain unchanged for the duration of the applicable Service Period, unless otherwise agreed in writing by the parties.

Nothing in this Section shall obligate Provider to accept new orders or renewals at prior pricing after such notice has been provided.

IX. LIMITED WARRANTY

Except for the express warranties set forth in this Agreement and in any applicable SOF, Provider disclaims all other warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing, usage of trade, or course of performance.

Customer is solely responsible for evaluating the suitability of the Services for its intended use and assumes all risk related to the selection, use, and results obtained from the Services. Provider makes no warranty that the Services will be uninterrupted, error-free, or compatible with any specific Customer or third-party equipment, systems, or applications.

X. 911 Terms and Conditions

Provider provides access to emergency 911 services (“911 Services”) subject to the following terms and conditions. Customers and End Users must understand the limitations of VoIP-based 911 Services compared to traditional wireline emergency calling.

A. Call Routing Tiers

911 calls may be routed through the following, based on availability and provisioning:

  • Enhanced 911 (E911): Delivers both caller number and Registered Emergency Address (REA) to the appropriate Public Safety Answering Point (PSAP).
  • Basic 911: Routes to a local PSAP, but location and number may not be automatically provided; caller must verbally convey details.
  • Fallback PSAP Routing: If E911 or Basic 911 is unavailable, calls route to a national emergency response center. Callers must state name, location, and callback number.

B. Service Limitations

911 Services may not function properly under the following circumstances:

  • Power outages
  • Internet disruptions or degraded broadband performance
  • Service suspension due to billing issues
  • Use of non-standard or non-compliant features or equipment
  • Failure by Customer to provide or maintain an accurate REA.

C. Customer Responsibilities

  • Maintain accurate and up-to-date REA information for all End Users and update promptly as needed. Failure to do so may result in emergency responders being dispatched to an incorrect location.
  • Notify all End Users of the limitations of VoIP-based 911 Services.
  • Test 911 functionality upon installation and periodically during service lifecycle.
  • Immediately report any service issues to Provider immediately.

D. Use, Limitations, and Disclaimer

Customer acknowledges and agrees that VoIP-based 911 services are subject to significant limitations and may not function in the same manner as traditional wireline emergency services. These limitations may include, but are not limited to, incorrect call routing, failure to transmit accurate location or callback information, or complete unavailability due to power outages, internet disruptions, or service suspension.

Customer assumes full responsibility for informing end users of these limitations and ensuring compliance with all applicable laws and regulations. This includes implementing and maintaining appropriate signage, internal policies, and notifications. Provider expressly disclaims any and all liability arising from the use or failure of 911 services.

E. Indemnification

Customer’s indemnification obligations related to 911 Services are set forth in Section XIV (Indemnification).

F. Term

These 911 Terms remain in effect for the duration of this Agreement with Provider.

XI. Representations and Warranties of Provider

Provider is a corporation duly organized, validly existing, and in good standing under the laws of Delaware, with the corporate power and authority to execute, deliver, and perform its obligations under this Agreement.

The execution, delivery, and performance of this Agreement and any SOF(s) by Provider have been duly authorized. This Agreement constitutes a valid and binding obligation of Provider, enforceable in accordance with its terms. Any related agreements executed by Provider shall likewise constitute valid and binding obligations.

XII. Customer Representations and Warranties

Customer is organized and in good standing under applicable law, with the requisite authority to enter into and perform this Agreement.

The execution, delivery, and performance of this Agreement and any related agreements by Customer have been duly authorized. This Agreement constitutes a valid and binding obligation of Customer, enforceable in accordance with its terms. Any related agreements executed by Customer shall likewise constitute valid and binding obligations.

Customer does not operate under any name other than as set forth in this Agreement.

Customer is not in default of any contractual obligations and is not a party to any agreement that would conflict with or prevent full performance under this Agreement.

Customer is in compliance with all applicable laws and regulations and has obtained all necessary permits and licenses required for operation.

XIII. Provider Intellectual Property

To fulfill its obligations under this Agreement, Provider may utilize its proprietary pre-existing code, technology, or software (“Provider IP”). Provider IP is excluded from the Services provided under this Agreement, and all rights, title, and interest in and to Provider IP shall remain the sole and exclusive property of Provider.

XIV. Indemnification

Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, directors, officers, shareholders, employees, and agents (collectively, the “Indemnified Party”) from and against any and all claims, judgments, damages, liabilities, settlements, losses, costs, and expenses (including penalties, interest, reasonable attorneys’ fees, and court costs) to the fullest extent permitted by law, arising out of or related to:

  1. The Indemnifying Party’s failure to meet its obligations under this Agreement;
  2. The Indemnifying Party’s failure to comply with any applicable federal, state, or local laws;
  3. Any inaccuracy in or breach of the Indemnifying Party’s representations or warranties under this Agreement;
  4. The Indemnifying Party’s use or misuse of the Services in violation of any restrictions, limitations, or obligations communicated by the other party; or
  5. Any unauthorized use or disclosure of the other party’s intellectual property or Confidential Information, as defined in Section XVIII.

In addition, Reseller shall specifically indemnify, defend, and hold harmless Provider from any claims, damages, or losses arising from the use or failure of 911 Services, including but not limited to misrouted calls, inaccurate REA information, or emergency call failures, regardless of cause.

The Indemnifying Party shall bear all costs associated with such claims, including litigation expenses, attorneys’ fees, court costs, settlements, and damages. This indemnification obligation shall survive the termination of this Agreement.

XV. Limitations of Liability

A. Exclusion of Certain Damages

Provider shall not be liable under any legal theory—including contract, tort, or otherwise—for any indirect, incidental, special, consequential, exemplary, or punitive damages. These include, but are not limited to, loss of data, loss of profits, business interruption, or damage to property, whether suffered by Customer or any of its assignees or transferees. This limitation applies regardless of whether Provider was informed, knew, or should have known of the possibility of such damages.

This exclusion does not apply to damages resulting from Provider’s gross negligence or willful misconduct.

Provider is not responsible for the content, accuracy, or legality of information transmitted through the Services. Customer is solely responsible for its communications and for ensuring compliance with applicable law.

B. Liability Cap

Provider’s cumulative liability arising from the Services shall not exceed the total amount of Service Fees paid by Customer under the applicable SOF during the twelve (12) months prior to the event giving rise to the claim.

Unless otherwise stated in this Agreement or the applicable SOF, Customer’s sole and exclusive remedy for any failure or deficiency in the Services shall be limited to:

  1. service credits as outlined in the SOF, or
  2. termination of the affected Services without ETFs.

C. Emergency Services and Directory Listings

Provider is not liable for injuries, death, or property loss arising from:

  • Failures or delays in accessing 911 Services;
  • Incorrect or incomplete routing of emergency calls;
  • Failure of PSAPs to respond appropriately;
  • Inaccuracies in directory listings, regardless of the cause.

D. Third-Party Dependencies

Provider may utilize third-party carriers, telecommunications providers, or infrastructure partners to deliver certain components of the Services. Customer acknowledges and agrees that Provider is not responsible for the acts or omissions of such third parties, and makes no warranties, express or implied, regarding the continued availability, quality, or performance of such third-party services. To the extent any performance issues, delays, or service interruptions are attributable to such third parties, Provider shall have no liability therefor, and such events shall be treated as exclusions from any applicable service level commitments.

E. Services-Related Products

Provider does not warrant that Services-Related Products will be uninterrupted or error-free, or that they will prevent unauthorized access. Modifications to Customer’s equipment may void third-party warranties.

F. Time Limitation on Claims

No legal action, arbitration, or proceeding may be initiated against Provider more than one (1) year after the event giving rise to the claim becomes known or should reasonably have become known to Customer.

G. Reasonableness of Limitations

Customer acknowledges that these limitations of liability are reasonable, considering the nature of the Services and anticipated pricing and obligations under future SOFs. These limitations form a material basis of Provider’s agreement to provide Services.

XVI. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) due to causes beyond its reasonable control, including but not limited to: fire, flood, earthquake, severe weather, power outages, cable cuts, labor disputes, acts of war or terrorism, civil unrest, pandemics, governmental orders or restrictions, failures of telecommunications providers or internet backbone infrastructure, supply chain disruptions, malware, or other cyberattacks (each, a “Force Majeure Event”).

The affected party shall promptly notify the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. Performance times shall be extended for the duration of the Force Majeure Event.

XVII. Confidentiality

A. Definition

“Confidential Information” means any non-public information, in any form, disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that a reasonable person would understand to be confidential based on the nature of the information or the circumstances of disclosure. Confidential Information includes, but is not limited to:

  • business plans, pricing, financial data, technical specifications, processes, systems, software, inventions, trade secrets,
  • customer or prospect lists, marketing strategies, contractual relationships, or product roadmaps, and
  • any third-party confidential information provided by or through the Disclosing Party.

For the avoidance of doubt, all documentation and technical information relating to the Services shall be deemed the Confidential Information of Provider.

B. Obligations

The Receiving Party agrees to:

  • Use Confidential Information only as necessary to perform its obligations under this Agreement;
  • Protect it with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
  • Not disclose it to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, or advisors who have a need to know and are under confidentiality obligations at least as protective as those in this Agreement.

C. Exclusions

Confidential Information does not include information that:

  • was already known by the Receiving Party without restriction at the time of disclosure;
  • becomes publicly available through no fault of the Receiving Party;
  • is independently developed without use of or reference to the Disclosing Party’s Confidential Information; or
  • is disclosed with the prior written consent of the Disclosing Party.

D. Survival

For Confidential Information that constitutes a trade secret under applicable law, the obligations in this Section shall survive for so long as the information remains a trade secret. For all other Confidential Information, these obligations shall survive for three (3) years following expiration or termination of this Agreement.

E. Data Privacy

Provider’s handling of personal or Customer data, if any, is governed by applicable law and its published Privacy Policy, available at https://southlightservices.com/privacy-policy, or any successor URL designated by Provider.

XVIII. General

A. Entire Agreement and Amendments

This Agreement, together with all executed SOFs, exhibits, addenda, and incorporated documents, constitutes the complete and exclusive agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous proposals, negotiations, communications, and agreements, whether oral or written.

This Agreement may be modified only by a written amendment signed by both parties, including an authorized corporate officer of Provider (Vice President or higher). Handwritten or unilateral modifications to this Agreement or any SOF are not enforceable unless expressly acknowledged and accepted in writing by both parties.

B. Assignment

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing:

Provider may assign this Agreement without consent to:

  • its parent, subsidiaries, or affiliates,
  • an acquirer or successor in connection with a merger, acquisition, or sale of substantially all assets, or
  • in connection with a financing, securitization, or corporate restructuring

Customer may assign this Agreement without consent in connection with a merger, acquisition, or internal reorganization, provided that the proposed assignee:

  • Meets Provider’s then current creditworthiness and deposit requirements;
  • Pays all outstanding amounts due under this Agreement, and
  • Agrees in writing to assume all obligations under this Agreement

Any attempted assignment in violation of this Section shall be null and void and shall not relieve the assigning party of its obligations hereunder.

C. Independent Contractor

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, fiduciary, agency, or employer-employee relationship between them. Neither party shall have, or represent that it has, any authority to bind the other party, incur obligations on its behalf, or make representations without the other party’s express prior written consent.

D. Waivers

Any waiver of a provision of this Agreement shall be effective only if made in a written document signed by the party granting the waiver. No waiver of any breach or failure to perform under this Agreement shall be deemed a waiver of any subsequent or continuing breach, whether of the same or a different provision.

E. Arbitration

Except for claims seeking injunctive relief or the collection of undisputed fees, any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration administered either:

  1. by Judicial Arbitration and Mediation Services (JAMS) under its Streamlined Arbitration Rules and Procedures; or
  2. if JAMS is unavailable or the parties mutually agree otherwise, by arbitration conducted under the Federal Rules of Civil Procedure (FRCP).

The arbitration shall take place in Denver, Colorado before a single arbitrator selected in accordance with the applicable arbitration system and rules, who shall be a licensed attorney with experience in commercial contracts and, where possible, telecommunications industry matters.

Unless otherwise agreed, discovery shall be limited to a sixty (60) day period, and the arbitrator shall endeavor to issue a final award within ninety (90) days from the date of filing. Judgment upon the award may be entered in any court of competent jurisdiction.

The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

Nothing in this Section shall preclude either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

F. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

For any claim not subject to arbitration — including claims for injunctive relief or collection of undisputed fees — the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware.

In the event of a conflict between this Agreement and any applicable telecommunications tariff, regulatory order, or binding addendum, the terms of such tariff, order, or addendum shall control, but only to the extent of the conflict.

G. Changes in Law

The Customer acknowledges that future laws, regulations, tariffs, orders, or treaties enacted by governmental or regulatory authorities may affect the parties’ respective rights or obligations under this Agreement.

If any such change materially and adversely impacts Provider’s ability to perform, deliver, or commercially sustain the Services, Provider may, upon thirty (30) days’ written notice, require the parties to negotiate in good faith to amend this Agreement or any impacted SOF(s) to address such changes.

If Customer fails to engage in such negotiations within the notice period, such failure shall be deemed a termination of the affected SOF(s) by Customer, and any applicable ETFs may apply.

H. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

The parties agree that any such invalid provision shall be replaced with a valid and enforceable provision that most closely reflects the original intent and economic effect of the invalid term.

I. Survivability

The following provisions shall survive the termination or expiration of this Agreement:

  • Section IV: Payment obligations (including for Services rendered prior to termination),
  • Section VII(F): Effect of Termination
  • Section X(D): 911 Disclaimers,
  • Section XIII: Provider Intellectual Property,
  • Section XIV: Indemnification,
  • Section XV: Limitations of Liability,
  • Section XVII: Confidentiality,
  • Section XVIII(E): Dispute Resolution (including Arbitration),
  • Section XVIII(F): Governing Law
  • Any other terms that by their nature are intended to survive termination.

J. No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement shall be construed to confer any rights, remedies, or benefits upon any third party, including but not limited to any affiliate, customer, or end user of either party.

K. Notices

All notices under this Agreement must be in writing. Notices to the Provider shall be sent by mail or email to:

SouthLight Services, LLC
3300 S. Parker Road
Suite 325
Aurora, CO 80014
Email: support@southlightservices.com

Notices to the Customer shall be sent to the address listed in the applicable SOF or to any other address or email designated by Customer in writing.

Operational communications (e.g., service notices, maintenance alerts, billing reminders, etc.) may be sent by email to designated contacts and shall not require formal notice under this Section unless otherwise specified.

L. Headings

Section and subsection headings are for reference and convenience only and shall not affect the meaning, interpretation, or construction of this Agreement.

XIX. Execution and Authority

Each party acknowledges that it has read and understood this Agreement and has caused it to be executed by its duly authorized representative. The individual signing on behalf of Customer represents and warrants that they have full authority to bind Customer to this Agreement.

This Agreement is effective as of the Effective Date. Each SOF shall incorporate and be governed by the terms of this Agreement unless expressly stated otherwise in the applicable SOF.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically (including via PDF, DocuSign, or other industry-standard e-signature methods) shall be deemed valid and enforceable to the same extent as original signatures.

I. MSA and SOF Timeline Summary

Appendix 1 provides a summary of key timelines and deadlines associated with this Agreement and any applicable Service Order Forms (“SOFs”). This Appendix 1 is included as a convenience and intended to assist both the Provider and Customer in tracking important compliance dates. In the event of any inconsistency, the timelines stated in the body of the Agreement or the applicable SOF shall control.

Clause Context Party Action / Obligation Timeframe / Trigger Reference Location
Billing dispute window Customer Submit good faith billing dispute in writing Within 30 days of invoice date Section IV(E)
Payment due Customer Pay all undisputed amounts Within 30 days of invoice date Section IV(B)
Termination notice period Either Terminate Agreement or SOF for convenience 30 days’ prior written notice Section VII(C)
Cure period for breach Either Cure a material breach to avoid termination Within 15 days of notice Section VII(D)(i)
Suspension for non-payment Provider May suspend services After 10 days from written notice of non-payment Section VII(F)(i)
Service restoration fee cap window Provider Max fee for suspension incident Per incident per Customer account Section VII(F)(ii)
Site equipment return deadline Customer Return Provider-owned equipment Within 10 business days of termination Section VII(G)(ii)
Pricing change notification Provider Notify Customer of price change Within 30 days of price change effective date Section VIII(A)
Claim filing limitation Customer Initiate legal action Within 1 year of claim becoming known Section XV(F)
Confidentiality survival Both Maintain confidentiality For 3 years after termination Section XVII(D)
Arbitrator selection grace period Both Agree on arbitrator Within 30 days of arbitration notice Section XVIII(E)
Discovery period in arbitration Both Complete discovery Within 60 days Section XVIII(E)
Arbitrator decision window Arbitrator Issue final award Within 90 days of filing Section XVIII(E)
Implementation plan creation Both Complete Implementation Plan Within ten (10) business days of SOF execution SOF Section 1(A)
Runbook creation (flexible) Both Complete Runbook In parallel with installation and before full production use SOF Section I(E)
Pricing validity for quote Provider Honor issued pricing in SOF Valid for 90 days unless revoked SOF Section 2(A)
SOF acceptance by silence Customer Deemed acceptance of installed services After 3 business days post-installation SOF Section III(D)
Service credit calculation unit Provider SLA credits for outages In 1-hour increments, prorated SOF Section III(I)