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EXHIBIT 10.10
[COMSTAR LOGO] SPECIAL ACCESS SERVICES
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AGREEMENT
Thank you for doing business with Comstar Communications, Inc. We are committed
to providing you with the highest quality of telecommunications services. If,
at any time, you have questions or problems, or are not completely satisfied,
please let us know. Our goal is to do our best for you.
ACCEPTANCE By signing below, you acknowledge your review and acceptance of the
terms and conditions contained in this Agreement. This Agreement can only be
modified in a written document executed by both parties. Any attempts to make
modifications to these terms and conditions are void, and will not be
enforceable.
We provide the Special Access Services to you under the terms of our, or third
party, applicable state and federal tariffs (Tariffs). Our entire agreement
consists of this Agreement and its Attachments, and the applicable Tariffs.
This Agreement supersedes any prior or contemporaneous proposals, discussions
or agreements, written or oral, concerning Comstar services.
With the exception of any special pricing and term commitments contained
herein, in the event of any conflict between the terms of this Agreement and
its Attachments, and the terms of our, or third party, Tariffs.
Accepted By:
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Company
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Customer Name
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Title
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Customer Signature
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Date
SPECIAL ACCESS SERVICES (Services) are defined as digital or analog
transmission channels connecting two locations that either originate or
terminate on Comstar-owned or leased telecommunications facilities. You will be
charged for all of the following service elements: channel termination, channel
mileage, multiplexing, and any special line conditioning required to prepare
the channels to transmit signals.
TERM COMMITMENT You agree to purchase the Services for the Term specified in
Attachment A. Based on this Term, you will receive the Services at the rates
specified in Attachment A. This Agreement will automatically renew for an
additional Term of equal length with the initial Term unless Comstar receives
advance written notice from you at least thirty (30) days prior to the end of
the initial Term of your desire not to renew the Agreement.
EARLY TERMINATION PENALTY If you decide to terminate the Services prior to the
end of the Term, you will be subject to early termination charges equal to one
hundred percent (100%) of the number of months remaining in the Term multiplied
by the monthly rate for the Services. You shall be obligated to pay such charges
within thirty (30) days of termination. If we provide the Services via a third
party, you will be charged all costs we incur for such early termination with
our service provider.
PAYMENT You will be billed at the beginning of each month. Your first ▇▇▇▇ will
include all non-recurring charges, charges for the first full month of Service,
and the pro-rated amount for Services provided during the month of
installation. You agree to pay all charges within thirty (30) days of the date
of our invoice to you ("Due Date"). You shall pay us interest on overdue
payments at the rate of one and a half percent (1.5%) or the maximum rate
allowable by law. If you do not pay all undisputed amounts by the Due Date we
reserve the right to disconnect Services. You will have up to ninety (90) days
(commencing five (5) days after remittance of the ▇▇▇▇) to initiate a dispute
over charges or to receive credits, if applicable. We reserve the right to ▇▇▇▇
you retroactively for any Services for which we previously had not billed. If
your check is returned by your bank, you will be billed a twenty-five dollar
($25) return check fee. You also agree to pay all applicable taxes resulting
from any transaction under this Agreement. This does not include taxes based on
our net income.
LETTERS OF AUTHORIZATION In cases in which you and Comstar agree to have
Comstar act as your authorized agent for ordering and coordinating local and
long distance access circuits for services outside of this Agreement, you will
execute a Letter of Authorization.
CREDIT Your execution of this Agreement signifies your acceptance of our
initial and continuing credit approval procedures and policies. We reserve the
right to withhold initiation or full implementation of the Services until we
are satisfied with our initial credit review and approval. We may require a
security deposit before Services are provided.
If there is a material adverse change in your creditworthiness we may: (1)
interrupt Service; (2) deny requests for additional Services or (3) require a
deposit.
TRANSFER AND ASSIGNMENT You may not sell, assign or transfer any of your rights
or obligations under this Agreement without our prior written consent. We
reserve the right to transfer Services we provide to you via a third-party
network to Comstar-based facilities at any time during the term of this
Agreement.
FORCE MAJEURE We are not responsible for performing our obligations when they
are delayed or hindered by war, riots, embargoes, strikes, or other Acts of
God.