Terms and Conditions for CriticalPath Communications LLC

Building Strong Customer Relationships While Protecting Both Parties

At CriticalPath Communications, we value our relationship with each and every customer. Our goal is to provide reliable, high-quality telecommunications services while maintaining a transparent and fair business relationship. The following Terms and Conditions are designed to protect both CriticalPath Communications and our customers, ensuring clear communication and mutual understanding. We believe that by outlining these terms, we can prevent misunderstandings and foster a positive partnership.

1. Scope of Terms of Service: These Terms of Service are incorporated by reference into the Master Service Agreements (“MSAs”) between CriticalPath Communications LLC (“CriticalPath”) and the Customer whenever an MSA that includes these Terms of Service is in effect. Additionally, any Addenda agreed upon by CriticalPath and the Customer will also incorporate these Terms by reference. If CriticalPath updates these Terms of Service, the changes will be posted on our website, with the update date noted. These changes will take effect 30 days from the posting date.
2. Service Provision: CriticalPath commits to delivering the telecommunications and/or data services as outlined in each Service Order Addendum (“SOA”) attached to the MSA or as otherwise agreed upon by the parties (MSAs and SOAs collectively referred to as the “Agreement”). During the term of any SOA, CriticalPath reserves the right to adjust pricing as detailed in the SOA or other applicable documents, with 30 days’ written notice to the Customer. The Customer may terminate the affected service(s) during this notice period if they do not agree with the price change. All amendments to the Agreement must be in writing and signed by both parties. The services provided will be governed by the terms in the Agreement, CriticalPath’s applicable tariffs or price lists on file with regulatory agencies, and these Terms of Service, which may be updated periodically. In case of any discrepancy between the rates, terms, and conditions in the Agreement, applicable tariff, or price list, the order of precedence will be: first, the filed tariff; second, the Terms of Service on CriticalPath’s website; and third, the Agreement. CriticalPath reserves the right, at its sole discretion, to decline any SOA before signing. The Agreement becomes binding and enforceable once the SOA is signed by both parties. CriticalPath will make reasonable efforts to install the services ordered under the SOA but does not guarantee installation by the Customer’s preferred date. Quotes and pricing in CriticalPath’s SOAs exclude non-recurring charges related to additional equipment, cabling, pre-installation work, optional features, or other customer-requested services prior to installation or billing.
3. Service Term Commitment: The Customer agrees to use CriticalPath’s services for the duration specified in each SOA. The term of any SOA begins on the date the equipment is provisioned. The service start date is defined as the date CriticalPath provisions the service and notifies the Customer of its activation. Billing will commence on this service start date. The service will be considered ready when CriticalPath or its underlying carriers have installed the service and can communicate with the carrier access device at the Customer’s location. If no carrier or Customer-provided access device is present, CriticalPath will begin billing on the fifth (5th) day after the network order is completed by CriticalPath or its underlying carrier. CriticalPath is not responsible for delays that affect the Customer’s ability to use the installed service, including those caused by the Customer or third parties. The Customer is responsible for any additional equipment or modifications needed due to the use of CriticalPath’s network. Services provided will automatically renew for successive one-year periods unless the Customer notifies CriticalPath at least ninety (90) days before the end of the current term of their intent not to renew. CriticalPath reserves the right to adjust pricing during the service term with 30 days’ written notice.
4. Early Termination: After the expiration of any applicable minimum service period, either party may terminate a month-to-month service agreement with 60 days’ prior written notice. If the Customer terminates or discontinues any service provided under a fixed-term plan before the term ends, the Customer must pay CriticalPath within 90 days: (1) the remaining monthly recurring charges and minimum usage amounts multiplied by the number of months left in the service term, and (2) any waived installation, access charges, and promotional credits. Furthermore, if the account is canceled or terminated during the term, 75% of the remaining contract value will be billed to the Customer. These termination charges are intended as liquidated damages, not penalties, and represent lost revenue, third-party costs, capital expenditures, and internal expenses. All amounts due must be paid within 30 days of receiving an invoice from CriticalPath.
5. Termination for Breach: The Customer will be in default of the Agreement if: (a) they fail to pay any undisputed amount within 30 days of the payment due date; (b) they provide false, inaccurate, or misleading information in their service application; (c) they use CriticalPath’s services for unlawful purposes or for any purpose other than what the service is intended for; or (d) they violate any part of CriticalPath’s Acceptable Use Policy (AUP), which may be updated from time to time.
6. Return of Property Upon Termination: Upon termination of any service under the Agreement, any public IP Addresses assigned by CriticalPath to the Customer for the terminated service will revert to CriticalPath. The Customer must return all CriticalPath property or that of its underlying carriers (including routers, switches, equipment, facilities, and software) associated with the terminated service. If the property is not returned within 10 days of the service termination date, CriticalPath will invoice the Customer for the non-returned items, and payment will be due within 30 days of receiving the invoice.
7. Order Cancellation: If the Customer or CriticalPath cancels a service order before it is tested and activated, the Customer must pay an order cancellation fee, which is the greater of $250.00 or the actual cost of equipment, lines, and installation. This fee compensates CriticalPath for the time, money, and resources spent on preparing the service order. In certain situations where CriticalPath cannot economically continue to provide services, CriticalPath reserves the right to immediately cancel or discontinue service without liability or further obligations to the Customer.
8. Payment Obligations: The Customer is responsible for paying all service charges and fees outlined in each SOA, including but not limited to, non-recurring charges for installation, line maintenance, expedites, moves, changes, deletions, equipment purchases, surcharges, regulatory fees, and taxes. Charges for maintenance and repair will be billed in accordance with CriticalPath’s Maintenance and Repair Program and any applicable tariffs. The Customer will indemnify CriticalPath for any costs, claims, taxes, charges, or surcharges arising from proof of exemption provided by the Customer. All service charges must be paid upon completion of installation for each specified service. If a SOA covers multiple locations or phased installations, the Customer must pay for each completed installation or phase. Additional fees may apply if the Customer requests changes to the service order after the Agreement is signed. All payments must be made in U.S. currency and are due upon receipt of CriticalPath’s invoice.
9. Billing Disputes: a) The Customer should review each invoice received from CriticalPath in good faith before the payment due date to identify any disputed amounts. The Customer must pay all undisputed amounts by the due date. If any portion of an invoice is disputed, the Customer must notify CriticalPath in writing, providing all supporting documentation and the reasons for the dispute. The Customer can submit dispute information via email to [email protected], and CriticalPath will issue a billing dispute ticket number within two (2) business days. CriticalPath will respond to the dispute within five (5) business days and will make a good faith effort to resolve the dispute within 30 days of issuing the ticket number. b) If CriticalPath denies the dispute, the Customer has ten (10) business days to either pay the disputed amounts or escalate the dispute to CriticalPath’s Vice President. Failure to escalate the dispute will waive the Customer’s right to further relief regarding the dispute. c) If the Customer does not dispute a rate or charge within 90 days of the invoice date, adjustments will only apply on a going-forward basis, starting from the date the dispute is received by CriticalPath. d) If disputed amounts exceed 25% of invoiced charges in any three consecutive months, the Customer must pay either all undisputed charges or 75% of the total invoiced charges, whichever is greater, by the due date each month. Any disputed amounts resolved in the Customer’s favor will be refunded or credited to the Customer.
10. Arbitration for Disputes: a) Disputes arising after the Agreement’s effective date that are not resolved through the escalation process must be submitted to binding arbitration, which is the exclusive remedy for such disputes. Either party may demand arbitration by sending a written notice of claims to the other party. If the Customer does not submit an arbitration demand within 30 days of an adverse dispute determination, they waive the right to challenge the decision. b) Once arbitration is demanded, the parties will submit the dispute to the American Arbitration Association for resolution by a single neutral arbitrator, selected according to the Association’s rules. The arbitration will be governed by the Association’s Commercial Arbitration Rules, with the following modifications: (i) the arbitration will take place in Colorado; (ii) the arbitrator must be a licensed attorney; (iii) the arbitrator will conduct the arbitration as if it were a bench trial, using the Federal Rules of Evidence, the Federal Rules of Civil Procedure, and Colorado law; (iv) the arbitrator cannot award special, indirect, incidental, consequential, reliance, exemplary, or punitive damages, including lost revenues, profits, or savings, even if advised of their possibility; (v) the hearing will be completed within 30 days of the arbitration demand; and (vi) the arbitrator will issue a decision within five (5) days in summary form, stating the award without a written decision, following the plain meaning of the Agreement and relevant documents. The arbitrator’s decision may be entered in any court with jurisdiction over the parties. Each party will bear its own arbitration expenses, except that the costs of the arbitration facilities and arbitrator’s fees will be shared equally.
11. Service Suspension: If the Customer fails to keep their account current, CriticalPath may suspend service after providing ten (10) days’ written notice (unless otherwise required by FCC or state regulations). Billing will continue until the account is brought current. If service is suspended due to non-payment, CriticalPath will not restore service until all outstanding charges are paid in full, and a minimum $100.00 restoration fee will apply. If the Customer does not pay the outstanding amounts within ten (10) days of suspension, CriticalPath may disconnect service, reclaim any assigned IP addresses and hardware, and charge applicable Early Termination Fees. If service can be restored, it will only be done at the Customer’s written request and after payment of all charges, including a minimum $500.00 restoration fee.
12. Credit Checks and Deposits: The Customer authorizes CriticalPath to check their credit history, including requesting credit information from consumer reporting agencies or other references. CriticalPath reserves the right, at its discretion and at any time, to refuse service or require a non-interest-bearing security deposit, refundable upon Agreement expiration or termination, and full payment of all outstanding invoices. If the Customer fails to pay any amount due, CriticalPath may apply the security deposit to the outstanding balance and require an additional deposit for continued service.
13. Access to Premises and Equipment: The Customer will provide CriticalPath with reasonable access to their premises, internal wiring, customer premises equipment (CPE), and other facilities necessary for CriticalPath to install, maintain, and repair the service. CriticalPath may charge a $250.00 fee for each missed appointment. If CriticalPath is repeatedly unable to access the premises for required installation or service, it reserves the right to cancel the service request. CriticalPath is not responsible for delays caused by the Customer, third parties, or issues connecting the installed service to the Customer’s LAN or other CPE.
14. Proper Use of Service: The Customer agrees to use the service only for its intended purpose and not in a manner that could negatively impact the equipment or network of CriticalPath or its underlying carrier. CriticalPath reserves the right to discontinue service without notice in the event of unlawful or adverse use. The Customer is responsible for all use of the service or device by themselves or others and must not use the service or device for any unlawful, abusive, or fraudulent purpose or in violation of CriticalPath’s Authorized Use Policy (AUP).
15. Force Majeure and Service Interruptions: CriticalPath is not liable for any delays or failures in performance due to events beyond its reasonable control, including Acts of God, government actions, wars, terrorist acts, riots, natural disasters, strikes, power outages, cable cuts, or other major disruptions. CriticalPath will not be responsible for providing services during such events but will resume services as soon as reasonably possible.
16. Equipment: Equipment may be provided for lease, rent, or purchase by CriticalPath Resources, an affiliate of CriticalPath, or as part of services provided by one of CriticalPath’s underlying carrier partners. Equipment charges will be combined with service charges in the Customer’s monthly invoice. a) Equipment Lease: Leased equipment is subject to the terms of a Master Lease Agreement and any applicable supplements between the Customer and CriticalPath Resources. b) Equipment Rental: Rental equipment is governed by the terms and conditions of the Agreement. c) Return of Equipment: Within ten (10) days of service termination, the Customer agrees to return all CriticalPath equipment via a secure delivery service. If the equipment is not returned in good working order, the Customer will be invoiced for the full purchase price. The Customer is not allowed to alter or repair any equipment without CriticalPath’s written consent. d) Equipment Purchase: Equipment purchased by the Customer from CriticalPath Resources and billed by CriticalPath becomes the Customer’s property upon Agreement expiration. The Customer will be invoiced for purchased equipment once it has been shipped.
17. Disclaimers: The Customer agrees to defend, indemnify, and hold CriticalPath harmless from any claims, damages, costs, or liabilities arising from the use or inability to use the service. The service is provided “as is” and “as available.” CriticalPath does not make any express or implied warranties regarding the service or device, including warranties of merchantability, fitness for a particular purpose, or uninterrupted, error-free service.
18. Limitation of Liability: CriticalPath is not liable for any incidental, consequential, indirect, exemplary, punitive, or special damages, including lost revenues, profits, or business opportunities, even if advised of their possibility. CriticalPath’s liability for any errors, omissions, or delays in providing service is limited to the actual charges for the service during the affected period. The Customer acknowledges that these liability limits are a key part of the Agreement and form the basis for CriticalPath’s pricing.
19. No Warranties: CriticalPath does not guarantee the description, completeness, quality, merchantability, or fitness for a particular purpose of any service provided under the Agreement, unless explicitly stated in a signed SOA. CriticalPath does not warrant that the services will be error-free, uninterrupted, or secure from third-party attacks. The Customer acknowledges that CriticalPath does not guarantee specific performance levels, speeds, security, or compliance for any services or products.
20. Indemnification: The Customer agrees to indemnify, defend, and hold CriticalPath, its affiliates, employees, directors, officers, agents, underlying carriers, and subcontractors harmless from any claims, damages, or losses, including attorney’s fees, resulting from the Customer’s breach of the Agreement, use of CriticalPath’s services, or placement of content on CriticalPath’s network, whether or not the Customer was aware of the actions.
21. Customer Representations and Warranties: a) The Customer represents and warrants that it is a legally organized entity in good standing under the laws of its jurisdiction and has the authority to enter into and perform its obligations under this Agreement. b) The Customer represents and warrants that its equipment and facilities will not pose a hazard to CriticalPath’s equipment, facilities, personnel, or customers. c) The Customer represents and warrants that its use of the services will comply with CriticalPath’s AUP and all applicable laws, and that it will obtain and maintain any required registrations or certifications. d) The Customer represents and warrants that it will not resell CriticalPath’s services without prior written consent and will indemnify CriticalPath against any claims resulting from such unauthorized resale.
22. Assignment of Rights: The Customer may not assign its rights or delegate its responsibilities under the Agreement without CriticalPath’s express written permission, except in the event of a sale of the Customer’s business or assets. CriticalPath may assign its rights or delegate its obligations at any time in accordance with Colorado law.
23. Entire Agreement and Amendments: The terms of this Agreement, along with any applicable tariffs, price lists, AUP, and privacy policies, represent the entire understanding between CriticalPath and the Customer regarding the services provided. This Agreement supersedes any prior agreements, representations, or communications between the parties. If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions will remain in effect. Nothing in this Agreement creates a partnership or third-party beneficiary relationship.
24. Survival of Obligations: Any accrued rights to payment, remedies, and obligations that by their nature would survive termination of the Agreement, including indemnification, warranty disclaimers, and liability limits, will remain in effect after the Agreement ends.
25. Governing Law: This Agreement and any disputes arising from it will be governed by the laws of the State of Colorado, without regard to conflict of law principles. The failure of either party to enforce any term of this Agreement will not be considered a waiver of future enforcement of that term.
26. Compliance with Law: This Agreement and the services provided are subject to all applicable laws and regulations, including any required approvals, authorizations, or tariffs filed with the FCC or other agencies. CriticalPath will use reasonable efforts to obtain and maintain such approvals. If any law requires CriticalPath to change or terminate services, CriticalPath may do so with 30 days’ written notice to the Customer, without liability. Both parties agree to comply with all applicable laws, including those governing 911/E-911 services, and the Customer agrees to indemnify CriticalPath against any claims arising from non-compliance.
27. Confidential Information: Customer Proprietary Network Information (CPNI) will be protected and disclosed only in accordance with applicable laws and CriticalPath’s privacy policies.
28. Third-Party Charges: CriticalPath is not responsible for any third-party charges related to the termination of prior service agreements or the failure to terminate such agreements. If any property owner assesses a fee against CriticalPath due to service provisioning for the Customer, such charges may be passed on to the Customer.
29. Maintenance, Repair, and Upgrade of Facilities: CriticalPath will maintain its network and perform upgrades as necessary at its discretion. CriticalPath will repair service issues as needed, and the Customer will be responsible for paying maintenance and repair fees as outlined in the Maintenance and Repair Program. This fee covers dispatch and repair visits by CriticalPath or its carriers, but does not include the cost of materials or equipment needed for repairs, which will be billed separately.
30. CriticalPath Property: Any equipment provided by CriticalPath or its underlying carriers remains the sole property of CriticalPath, its carriers, or assignees. The Customer agrees not to tamper with, remove, or obscure any identifying marks on the equipment. The Customer will indemnify CriticalPath against any liens placed on the equipment and will be responsible for discharging any liens within ten (10) days of notice. Failure to do so may result in immediate termination of the Agreement. CriticalPath reserves the right to substitute or rearrange equipment as needed, provided it does not affect service quality or cost.
31. Network Management: CriticalPath will manage its network at its discretion. The Customer agrees to provide all necessary information, authorizations, and access to facilitate installation, maintenance, upgrades, and emergency repairs.

FEES AND SURCHARGES

32. Overview of Fees and Surcharges: Various fees and surcharges may apply as permitted or required by government agencies to support specific programs (e.g., universal service funds, 911 services, etc.).
33. Contract Rates and Individual Case Basis (ICB) Arrangements: Instead of the rates in our standard schedules or tariffs, services may be offered at negotiated rates on an Individual Case Basis (ICB). ICB rates, terms, and conditions will be detailed in individual Customer contracts, which will incorporate these Terms of Service unless otherwise specified.
34. Notice Procedures: Notices required by this Agreement will be sent in writing via regular mail, overnight delivery, certified mail, electronic mail, or included on the Customer’s invoice. Notices will be sent to the Customer’s address on record or, in the case of multiple addresses, to the parent account’s address. Notices to CriticalPath should be addressed to: CriticalPath Communications LLC, [insert address], Attn: Customer Notices.
35. Internet Speeds: CriticalPath provisions customer modems and engineers its network to deliver the subscribed speeds, but cannot guarantee these speeds at all times. Actual speeds depend on various factors, including the performance of the Customer’s computer, the type of connection, network conditions, and congestion.

For queries, call us at (888) 839-0080.

Last Updated: October 1st, 2023