a) Maintenance Notice. Evolve IP will provide as much advance notice as reasonably practicable regarding any Service-affecting scheduled maintenance. In the event of an emergency, Evolve IP reserves the right to perform maintenance and/or restoration of its network, Evolve IP-Provided Equipment, and the Services, without advance notice. Evolve IP will provide procedures for reporting repair, problem, and maintenance requirements associated with the Services. If Evolve IP reasonably determines that the source of the problem is a failure, malfunction, or inadequacy attributable to Customer, Customer’s Equipment, or any of Customer’s non-Evolve IP provided or sourced Equipment, Customer shall compensate Evolve IP at its then-prevailing rates for time and materials expended.

 

b) Unbilled Charges. Evolve IP may invoice previously unbilled charges for Service(s) up one hundred and eighty (180) days from the end of the monthly billing period in which the charges occurred.

 

c) IP Addresses. If necessary, Evolve IP will provide public IP address assignments to Customer for use solely in connection with the Service. Customer shall not obtain any property or other proprietary interest in any provided IP address assignments and Evolve IP may at any time withdraw or reclaim any IP address(es) and provide alternative IP address assignments for use in connection with the Service.  Evolve IP will reclaim all Evolve IP-provided IP addresses associated with the Service(s) at the end of the Term or in the event of any termination of the Services.

 

d) Construction; Severability. If any provision of this Agreement conflicts with the law under which they are to be construed, or if any provision is declared invalid by a court with jurisdiction over the Parties to this Agreement, such provision will be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. Each provision of this Agreement is severable from the whole, and if one provision is declared invalid, the other provisions will remain in effect.

 

e) Waiver. Failure or waiver by either Party of enforcement of any provision or right under the Agreement will not be construed as a general waiver of any rights.

 

f) DISCLAIMER OF WARRANTIES.  EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT EVOLVE IP MAKES NO WARRANTIES, REPRESENTATIONS OR OTHER AGREEMENTS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, TO CUSTOMER OR ANY THIRD PARTY WITH RESPECT TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY SERVICE PROVIDED OR NOT PROVIDED OR DESCRIBED IN THIS AGREEMENT, OR AS TO ANY OTHER MATTER, ALL OF WHICH REPRESENTATIONS, WARRANTIES OR OTHER AGREEMENTS ARE HEREBY EXCLUDED AND DISCLAIMED.  CUSTOMER ACKNOWLEDGES AND ACCEPTS THE REASONABLENESS OF THIS DISCLAIMER.

 

g) Responsibilities. In addition to any Service-specific responsibilities set forth elsewhere in the Agreement, the Parties acknowledge and agree that: (a) each Party shall comply with all applicable laws, rules, and regulations relating to its business operations; (b) Customer is solely responsible for obtaining all permits, landlord consents, access licenses and permissions, letters of authorization, and other consents and waivers necessary for installation and activation of all network, systems, facilities, and equipment necessary for Evolve IP to provide the Service and for Customer to make use of the Service; and (c) networks, equipment, facilities, and systems used by Customer or Customer’s agents, other contractors, employees or users in connection with any Service shall not: (i) interfere with or impair service over Evolve IP-Provided Equipment; (ii) impair the privacy of any communications carried over Evolve IP’s Services; or (iii) create hazards to the employees, agents, or contractors of Evolve IP or to the public.

 

h) Third Party Beneficiaries. The representations, covenants, obligations, rights, and agreements of the Parties set forth in the Agreement are not intended for, nor are they for the benefit of or enforceable by, any third party or person not a party to the Agreement including, without limitation, Customer’s employees, users, and customers. Evolve IP has no relationship with any third party that may obtain access to the Services through Customer. The Parties acknowledge and agree that no fiduciary relationship arises under the Agreement.

 

i) Independent Contractors. Unless explicitly stated otherwise, the Parties are considered independent contractors for the purposes of the Agreement.  The relationship between Evolve IP and Customer will not be that of partners, agents, or joint ventures, and nothing in the Agreement will be deemed to constitute a partnership, agency agreement, or joint venture between them for any purpose whatsoever.

j) Survival. Provisions contained in the Agreement that by their sense and context are intended to survive completion, performance, termination, suspension, cancellation, or expiration of the Agreement will survive.