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HomeMy WebLinkAboutUS Cellular-Business Customer Service Agreement-04.21.2008 n Lf-a/-v ‘744 uato . ;Uog. COBUSINESS CUSTOMER SERVICE AGREEMENT THIS BUSINESS CUSTOMER SERVICE AGREEMENT (this "Agreement"), dated gpril a I , 20( (the "Effective Date"), is by and between United States Cellular Corporation ("USCC"), and Waterloo Police on behalf of its employees and permitted subsidiaries and affiliates ("Customer"). WHEREAS, Customer desires to purchase wireless telecommunication services and equipment from USCC; and WHEREAS, USCC is willing to provide Customer with wireless telecommunication services and equipment in accordance with the provisions and conditions set forth herein. NOW, THEREFORE, the parties agree as follows: 1. DEFINITIONS. Under this agreement, all lines will be under contract for a period of twenty-four months from the date of activation on the U.S. Cellular network. All lines will have coterminous end dates. If Waterloo Police should elect not to renew its cellular service contract with U.S. Cellular upon expiration of the agreement, any cellular lines that received equipment discounts within the previous twelve months will be charged full list price for each of those phones. • Early Termination Fee - $150.00/line per line. This fee will be charged if service is disconnected within the 24-month term of the contract. (a) "Equipment" means wireless telephone and data equipment purchased by Customer from USCC or otherwise provided to Customer by USCC for use in connection with Service. (b) "Service" means the wireless telecommunication services (including, without limitation, voice and data services) that USCC will provide to Customer pursuant to this Agreement. 2. PROVISION OF SERVICE. (a) USCC shall provide and Customer shall purchase Service and Equipment pursuant to the terms and conditions set forth in this Agreement. Service is available to Equipment only when such Equipment is within the operating range of Service as set forth in USCC's standard coverage maps. The standard coverage maps as of the Effective Date are attached hereto as Exhibit A. Such maps may be updated periodically by USCC. Service is furnished for Customer's use only. Customer may not resell Service to third parties. Customer may not use the Service for any unlawful, 13 improper, harassing or abusive purposes or in a manner that interferes with USCC's network, business operations, employees or customers. (b) Customer's use of the data services portion of Service (currently known as easyedgesm Phone Service) shall be governed by this Agreement and the U.S. Cellular Wireless Data End User License Agreement attached hereto as Exhibit B. (c) USCC shall provide Customer with a major account support team and customer support as set forth in Exhibit C. 3. RATES AND CHARGES. (a) Customer shall pay for Service at the rates set forth in Exhibit D. Customer shall also pay applicable additional fees and charges including, without limitation, regulatory cost recovery charges (e.g., Universal Service Fund, Enhanced 911, and Wireless Number Portability), surcharges, and taxes. Customer acknowledges that such additional fees and charges are subject to change without prior notice. (b) If Customer desires to purchase any services offered by USCC for which rates are not set forth in Exhibit D, then upon request from Customer, USCC shall provide to Customer a written offer setting forth the applicable rates and charges therefore. If Customer accepts such offered rates and charges, USCC shall provide such services which shall thereafter be deemed to be part of Service. 4. BILLING AND PAYMENT. USCC shall bill Customer on a monthly basis for all amounts due hereunder. Due to delayed reporting by other carriers, some wireless usage incurred while roaming outside a USCC market may be billed in months subsequent to Customer's actual usage. The minutes used, and associated charges, will be applied against Customer's monthly plan minutes in the month that the usage appears on Customer's bill rather than the month the calls were actually placed. Customer will be billed in advance for monthly access charges and in arrears for usage charges. Payments are due by the due date shown on the monthly invoice. USCC may charge a late fee of 18% per annum for any amount not paid when due. Except where prohibited by law, Customer agrees to reimburse USCC for all costs (including, without limitation, reasonable attorneys' fees, collection fees and similar expenses) incurred by USCC in connection with the collection of amounts due from Customer hereunder. 14 5. COVERAGE. Customer acknowledges that Service may be interrupted or unavailable due to atmospheric or topographical conditions, governmental regulations or orders, or system capacity limitations. Representations of coverage by USCC or its agents are not guarantees. 6. EQUIPMENT. (a) USCC shall sell wireless handset Equipment to Customer at the prices set forth in Exhibit E for each Eligible Upgrade and for each new line of Service activated by Customer. An "Eligible Upgrade" shall mean Customer's first upgrade of wireless handset Equipment for a line of Service after completing 20 months of Service on such line. Except for Eligible Upgrades and new activations, all other purchases or upgrades of wireless handset Equipment shall be at full retail price. (b) At Customer's option, Customer may change the Service rate plan for any of its then-existing Equipment to any other Service rate plan set forth on Exhibit D, provided that such Equipment is compatible with the chosen Service rate plan. 7. TERM AND TERMINATION. (a) Term. Unless terminated earlier as provided herein, the initial term of this Agreement shall commence as of the Effective Date and shall expire two years thereafter (the "Initial Term"). The term of this Agreement shall renew thereafter for successive thirty- day terms (each a "Renewal Term") unless either party notifies the other party in writing of its intent not to renew this Agreement, and such notice is provided at least thirty days prior to the expiration of the Initial Term or the then-current Renewal Term, as the case may be. (b) Termination. Either party (the "Nondefaulting Party") may terminate this Agreement if the other party (the "Defaulting Party"): (i) is or becomes insolvent; (ii) makes an assignment for the benefit of creditors, or a receiver is appointed to take charge of all or any part of the Defaulting Party's assets or business; (iii) is the subject of a bankruptcy, whether voluntary or involuntary; or (iv) materially breaches any of its obligations under this Agreement, and such 15 breach is not cured within ten days after the Nondefaulting Party notifies the Defaulting Party in writing of such breach. (c) Early Termination Fees. If this Agreement or any line of Service is terminated during the Initial Term for any reason other than USCC's material breach, Customer will be assessed an early termination fee of $150.00 per terminated line of Service. (d) Consequences of Termination. Upon termination or expiration of this Agreement: (i) Customer shall pay all amounts due hereunder to USCC; (ii) USCC shall cease to provide Service hereunder; and (iii) Sections 7 and 9 through 19, as well as any other provision that should naturally extend beyond the termination or expiration of this Agreement, shall survive such expiration or termination of this Agreement for any reason. 8. THEFT. If any Equipment is lost, stolen or otherwise absent from Customer's possession and control, Customer is responsible for all charges until Customer reports the loss, theft, or other occurrence to USCC. USCC may require Customer to provide USCC with a police report or sworn statement verifying the loss or theft before waiving any charges. No such report shall be deemed to be a notice of termination of this Agreement. 9. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration at the request of either party. Each party shall bear its own costs and attorneys' fees. The American Arbitration Association shall administer the arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Both parties acknowledge that this Agreement is a transaction involving interstate commerce, and is therefore governed by the Federal Arbitration Act. By agreeing to arbitration, both parties are waiving their right to litigate in court including any right to a jury trial. The parties agree that all claims shall be treated individually, and there shall be no consolidation of claims or class actions. 16 CERTIFICATE OF AUTHORITY. If Customer is a person, firm, or organization other than the individual user of the Service, the individual agreeing to this Agreement on behalf of such Customer hereby certifies having authority to agree on behalf of Customer. 11. LIMITS OF LIABILITY. USCC'S LIABILITY REGARDING CUSTOMER'S USE OF THE SERVICES OR RELATED EQUIPMENT, OR THE FAILURE OF OR INABILITY TO USE THE SERVICE OR EQUIPMENT, IS LIMITED TO THE CHARGES CUSTOMER INCURS FOR THE APPLICABLE SERVICE OR EQUIPMENT DURING THE AFFECTED PERIOD. THIS MEANS USCC IS NOT LIABLE FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST BUSINESS OPPORTUNITIES), PUNITIVE OR EXEMPLARY DAMAGES, OR ATTORNEYS' FEES. 12. DISCLAIMER OF WARRANTIES. USCC MAKES NO WARRANTY REGARDING THE SERVICES AND DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. USCC IS NOT RESPONSIBLE FOR CIRCUMSTANCES BEYOND ITS CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OR OMISSIONS OF OTHERS, ATMOSPHERIC CONDITIONS, OR ACTS OF GOD. USCC DOES NOT MANUFACTURE EQUIPMENT OR SOFTWARE, AND CUSTOMER'S ONLY WARRANTIES AND REPRESENTATIONS WITH RESPECT TO EQUIPMENT OR SOFTWARE ARE THOSE PROVIDED BY THE MANUFACTURER (WITH RESPECT TO WHICH USCC HAS NO LIABILITY WHATSOEVER). 13. ASSIGNMENT. USCC may assign this Agreement without notice to Customer. Customer may assign this Agreement only with USCC's prior written consent. 17 14. ENTIRE AGREEMENT AND AMENDMENT. This Agreement is the entire agreement between Customer and USCC, This Agreement supersedes any inconsistent or additional promises made to Customer by any employee or agent of USCC, including but not limited to any customer service agreement between USCC and any affiliate or subsidiary of Customer. Except as otherwise provided herein, this Agreement may not be modified or amended or any rights of a party to it waived except in a writing signed by duly authorized representatives of the parties hereto. 15. GOVERNING LAW. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Illinois. In the event of any conflict between this Agreement and the applicable laws or tariffs of any local, state or federal body, such laws or tariffs shall control to the extent applicable. All Exhibits to this Agreement are hereby incorporated into and made a part of this Agreement. 16. NO WAIVER; SEVERABILITY. USCC's failure to enforce any right or remedy available under this Agreement is not a waiver. If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in force. 18 17. NOTICE. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given when either personally served or after 3 business day if mailed by certified, registered mail, return receipt requested, or after 1 business day if delivered by a reputable overnight delivery service, or by facsimile transmission to: USCC: Customer: Attn: Mark Armour Attn: United States Cellular Corp. 300 Collins Road NE Cedar Rapids, IA 52402 FAX: 319-373-2994 With a copy to: United States Cellular Corporation Attn: Legal and External Affairs 8410 West Bryn Mawr Chicago, IL 60631 FAX #: (773)864-3133 and to: Stephen P. Fitzell, Esq. Sidley Austin Brown & Wood LLP Bank One Plaza 10 S. Dearborn Street Chicago, IL 60603 FAX #: (312)853-7036 If either party changes its address during the Term, it shall so advise the other party in writing, and all notices thereafter required to be given shall be sent to such new address. 18. COMPLIANCE WITH LAW. Each party shall comply with all applicable laws, rules and regulations in its performance hereunder. 19. PUBLICITY AND ADVERTISING. Neither party shall, without the prior written consent of the other party: (i) use any name, trade name, trademark, service mark or symbol of the other party in advertising, publicity or otherwise, or (ii) represent, directly or indirectly, that any Service or Equipment 19 provided by such party has been approved or endorsed by the other. 20. IN BUILDING REPEATER SYSTEMS. Customer acknowledges that, pursuant to Section 22.383 of the FCC's Rules (47 C.F.R. Section 22.383), only FCC licensees are authorized to install and operate any "in building radiation systems" or"in building repeater systems" as defined in Section 22.99 of the FCC's Rules (47 C.F.R. Section 22.99) and that the installation and operation of any such system can take place only with USCC's consent and under its supervision and control. During the term of this Agreement, Customer shall not install on its premises any such system without USCC's prior written consent. 21. AFFILIATES AND SUBSIDIARIES. Upon request by Customer and subject to USCC's written approval, which may be withheld in its sole discretion, Customer's affiliates and subsidiaries may purchase Service or Equipment from USCC pursuant to the terms and conditions of this Agreement. Customer shall guarantee the performance of its approved affiliates and subsidiaries obligations under this Agreement. 22. CREDIT INFORMATION. Customer authorizes business references or consumer and credit agencies to furnish USCC with credit records, ratings, and history. 23. CONFIDENTIALITY (a) Confidential Information. "Confidential Information" means with respect to a party hereto, this Agreement, together with all business or technical information or materials of such party provided hereunder. Confidential Information shall not include information or material that the receiving party demonstrates: (i) was known to the receiving party prior to the Effective Date free of any obligation of nondisclosure; (ii) was in the public domain prior to the date received by a receiving party hereunder or which subsequently came into the public domain through no fault of the receiving party; (iii) was lawfully received by the receiving party from a third party free of any obligation of nondisclosure; or (iv) was independently developed by the receiving party, employees, consultants or agents without reference to any Confidential Information of the disclosing party. 20 (b) Maintaining Confidentiality. The parties shall: (i) hold all Confidential Information in strict confidence and not disclose it to others or use it any way except in performing the receiving party's obligations under this Agreement; and (ii) take all action reasonably necessary to protect the confidentiality of the Confidential Information including, without limitation, implementing and enforcing operating procedures to minimize the possibility of unauthorized use or copying of the Confidential Information. (c) Ownership and Return of Confidential Information. Confidential Information furnished to the receiving party by the disclosing party will be and shall remain solely the property of the disclosing party. The receiving party agrees to return all Confidential Information and any materials or other property provided by the disclosing party promptly, at the disclosing party's request or upon termination of this Agreement, whichever occurs first. The receiving party agrees not to retain any Confidential Information of the disclosing party or reproductions thereof, or other such property or materials, after such request or termination. (d) Required Disclosures. Notwithstanding the foregoing, the receiving party may disclose the disclosing party's Confidential Information to the extent that the receiving party is required by any subpoena or other lawful process. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. 21 UNITED STATES CELLULAR CORPORATION Waterloo Police By: By: Name: Name: Title: Title: SIGNATURE PAGE TO BUSINESS CUSTOMER SERVICE AGREEMENT BY AND BETWEEN UNITED STATES CELLULAR CORPORATION AND Waterloo Police 22 Exhibit A. I - • • \ • • Wide Area Voice Coverage Wit*Ate,i 0 Roarning %.\....C]No Coverage • • OrIparr'' 4441'. - .--• (-National Voice Coverage Na,.„1 Calking Area including Night and Weekend and CALL ME Mrp,ms• \s....0 Nu Cnveraye: EXHIBIT B U.S. Cellular Wireless Data (powered by BREWTM) End User License Agreement 1 . Limited License. The developer of the Application ("Developer") hereby grants to you a non-exclusive limited license to install the object code version of the Application on one wireless communication device and to use the Application on such device. All rights not expressly granted are reserved by the Developer. The term "Application" includes any software that is provided to you at the same time the Application is provided to you, or that is used in connection with the Application. 2. Restrictions. You agree not to reproduce, modify or distribute the Application or other software included in your wireless device ("Other Software"). Subject to applicable law, you agree not to decompile or reverse engineer the Application or the Other Software. You agree not to (i) remove any copyright or other proprietary notice from the Application or the Other Software, or (ii) sublicense or transfer the Application or the Other Software to a third party. 3. Ownership. You agree that the Developer and its licensors retain all right, title and interest in and to the Application and all copies of the Application, including all copyrights therein. You agree to erase an Application from your wireless device upon receipt of notice. 4. Termination. This Agreement shall terminate immediately, without notice, if you fail to comply with any material term of this Agreement. Upon termination you agree to immediately erase the Application from your wireless device. 5. Disclaimer of Warranty. THE APPLICATION IS LICENSED TO YOU "AS IS." DEVELOPER AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES REGARDING THE APPLICATION, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DEVELOPER DOES NOT WARRANT THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY OR MAY BE LIMITED. 24 6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE DEVELOPER OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE APPLICATION (INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS), EVEN IF THE DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE DEVELOPER'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, EXCEED THE FEE PAID BY YOU. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED. 7. Export. The Application is subject to the export control laws and regulations of the United Stages and other jurisdictions. You agree to comply with all such laws and regulations. 8. Government. If you are or are acting on behalf of an agency or instrumentality of the United States Government, the Application is "commercial computer software" developed exclusively at private expense. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the Application is governed by the terms of this Agreement. 9. Miscellaneous. This Agreement is governed by the laws of the State of California, USA, without regard to California's conflict of law principles. The United Nations Convention on Contracts for the Sale of International Goods does not apply to this Agreement. If any provision hereof is held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby. This Agreement constitutes the entire agreement between you and the Developer regarding its subject matter and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. No modification or alteration of this Agreement will be valid except in writing signed by you and the Developer. 25 EXHIBIT C LOCAL SERVICE AND SUPPORT STRUCTURE U.S. Cellular provides specialized Support Teams for its business and government accounts . These individuals are some of U.S. Cellular's most experienced, tenured associates whose focus is to provide personalized and professional service. Dedicated Local Wireless Business Consultant: U.S. Cellular provides a Major Account Executive to business and government accounts for personal and local sales representation. These representatives work closely with customers to understand their business needs and offer services and rate plans specifically suited to those needs. Mark Armour 300 Collins Road Cedar Rapids, IA 319-551-5000 Mark.armour@uscellular.com Dedicated Local Sales Support Specialist: U.S. Cellular will provide a local Sales Support Specialist to assist your business account by facilitating phone training for new users, fulfilling orders, delivering or shipping equipment, answering questions regarding products and services, and other field support. Molly Carlson 300 Collins Road Cedar Rapids, IA 319-721-9780 Molly.carlson@uscellular.com Business to Business Billing Support: Waterloo Police will also have access to a specialized Business to Business, Customer Service and Billing Support @ 1-800-305-2501 . This Business to Business Support Department will have one primary representative dedicated solely to your billing and customer service needs. Additionally, the entire Business to Business Billing Support Department is available to provide assistance. Candie Levi Candie.levi@uscellular.com 26 Exhibit D Current U.S. Cellular® Business Plans Wide Area BizShare Plan (2-24 Lines) The account receives the designated number of minutes per month for use within your calling area and the minutes are pooled between all lines that are on the same account. Any overage usage will be billed at $0.25 per minute rate. This plan also includes 60 roaming minutes that are shared across all lines on the account. Any minutes above this amount will be billed at $0.69 per minute. Only one BizShare Plan per business entity. National Biz Share Plan (2-24 Lines) The account receives the designated number of minutes per month for use within your calling area and the minutes are pooled between all lines that are on the same account. Any overage usage will be billed at$0.25 per minute rate. The account may choose two from the toolbox listed below. Any minutes above this amount will be billed at$0.69 per minute. Only one BizShare Plan per business entity. Wide Area Business Community Plan The account receives the designated number of minutes per month for use within your calling area and the minutes are pooled between all lines that are on the same account. Any overage usage will be billed at the particular plans per minute rate. The account may choose one or two vertical options from the toolbox. This plan also includes roaming minutes that are shared across all lines on the account. Any roaming minutes above this amount will be billed at $0.39 per minute. Each line on a BAN may choose its own features. 5 Line Minimum. National Business Community Plan The account receives the designated number of minutes per month for use within your national calling area and the minutes are pooled between all lines that are on the same account. Any overage usage will be billed at the particular plans per minute rate. The account may choose one or two vertical options from the toolbox. Each line on a BAN may choose its own features. 5 Line Minimum. Wide Area Community Corporate Custom (Low Minute Users) There are no included minutes per month with the Corporate Custom and the account will only be charged the monthly service fee and for the minutes that are used during the month. Roaming is $0.39 per minute. Nationwide Long Distance, Caller ID, Voicemail, Detailed Billing, Call Waiting, Call Forwarding, 3-Way Calling are included features. Taxes and E911 charges may apply. 10 line minimum. Single Line plans may also be available. 27 EXHIBIT E • EQUIPMENT I 4 5F. ..a' Motorola w385= $.01 28 Phone Repairs, Loaners, Insurance Your phone is an important tool for your business. Rely on U.S. Cellular to get you and your employees back to business Take your phone to any U.S. Cellular store or Authorized Agent or contact your Wireless Business Consultant or Major Account Executive for assistance with a repair question. How Does It Work? U.S. Cellular provides multiple phone repair and loaner options, so that you can get back to business. New Phone Replacement If your phone malfunctions within the first 15 days of ownership, we'll provide you with a new one--at no charge. Loaner Phones Provided free of charge to our customers for the duration of the repair (available at most U.S. Cellular stores and at some Authorized Agent locations). For your convenience, bring your phone to a U.S. Cellular Authorized Repair Center. Our Service Technicians will fix it onsite, or send to an outside repair center if necessary. Manufacturer's Warranty Phones that are covered by a manufacturer's warranty policy will be repaired at no charge to the customer (for repair labor and service parts). Normally, the manufacturer will cover the cost of repairing a defective handset (parts & labor) that has been purchased within the last 12 months that does not show evidence of customer damage (e.g., physical abuse, liquid damage, etc.). Refer to your owner's manual for specific warranty details. Note: if the date code on the handset indicates that the unit is more than 12 months old. a valid proof of purchase, proving that the handset was purchased within the last 12 months, is required. U.S. Cellular National Repair Center If your phone cannot be repaired onsite or falls outside of the manufacturer's warranty, we'll send your phone to U.S. Cellular's National Repair Center. Charges may apply. Business Accounts Contact your Wireless Business Consultant or Major Account Executive for assistance with your repair and/or loaner phone needs. Or visit a U.S. Cellular Authorized Repair Center. )9 , 1 1