Service Terms & Conditions
These Reynwood Terms and Conditions (“Terms and Conditions”), and any Reynwood Service Orders (as described in Section 2.2 below) are hereby incorporated into the Reynwood Service Agreement (“Service Agreement”) and constitute the “Master Agreement” by and between Client and Reynwood (collectively, the “Parties” or each individually a “Party”) for the services specified on Service Orders (“Services”). The attachments to these Terms and Conditions (“Attachments”) further describe Reynwood’s services and are hereby incorporated into, and made a part of, these Terms and Conditions by this reference. The Attachments set forth additional terms and conditions for the applicable Service. “Reynwood” means the Reynwood Communications of NY/NJ, LLC-affiliated entity that is providing the Services.
2. Services & Service Orders
2.1 Subject to the terms and conditions of the Master Agreement, Reynwood shall provide Client with the Services in accordance with any Service Order entered into by the Parties. Client understands and agrees that certain Services may not be available in all Reynwood service areas and that Reynwood, upon entering into a Service Order with Client may, at Reynwood’s discretion, utilize one or more of its affiliates or third parties to deliver the Services (“Third Party Services”). The Third Party Services may be subject to additional terms and conditions. Unless otherwise set forth, Reynwood shall use commercially reasonable efforts to provide the Services seven (7) days a week, twenty four (24) hours a day, excluding scheduled maintenance, required repair and events beyond Reynwood’s reasonable control.
2.2 Client shall request Services by issuing to Reynwood one or more proposed service and/or work order(s) (in the form provided or approved by Reynwood) or via a mutually agreed electronic order entry system. Upon Reynwood’s acceptance of a proposed service and/or work order(s), such proposed service and/or work order(s), shall be deemed a “Service Order” hereunder and shall be deemed incorporated into, and made a part of, the Master Agreement by this reference. A proposed service and/or work order shall be deemed accepted upon the earlier of (a) Reynwood’s acceptance of such proposed service and/or work order in writing; or (b) Reynwood’s commencement of delivery of the Service(s) set forth in such proposed service and/or work order.
3. Service & Equipment Installation
3.1 Client shall obtain and maintain, or ensure that each Client employee or branch office which uses the Service (each, an “End User”), shall obtain and maintain throughout the Term, such consents (including without limitation landlord and land owner consents) as are necessary to timely permit, and shall timely permit, Reynwood personnel to install, deliver, operate and maintain the Services and Reynwood Equipment (as defined in Section 4 below) at Client’s and any Client End User’s facilities. Client shall permit Reynwood reasonable access to the Client and any End User facilities at any time as needed to install, configure, upgrade, maintain or remove the Reynwood Equipment and other Service components collocated at Client’s or an End User’s facilities. Client shall make and maintain throughout the Term all reasonable site preparations necessary to permit the installation, maintenance and operation of the Service and any Reynwood Equipment as specified by Reynwood and that is required to provide the Services. In addition, Client shall provide Reynwood with floor space, rack space, other space and clean power as is reasonably necessary for the installation and operation of Reynwood Equipment at the Client locations identified in a Service Order. Client shall not charge Reynwood, and shall ensure that Reynwood does not incur, any fees or expenses whatsoever in connection with Client’s provision of space, power or access as described in these Terms and Conditions, or otherwise in connection with Client’s performance of its obligations pursuant to this Section 3; and any such fees or expenses charged by a Client End User shall be borne solely by Client.
3.2 Provided that Client properly performs all necessary site preparation and provides Reynwood with all required consents, Reynwood shall use commercially reasonable efforts to install the Service in accordance with the requested Service start date indicated on a Service Order. Reynwood shall provide Client with a completion notice (“Completion Notice”) upon completion of the installation of a Service. In the event that Reynwood is unable to install the Service in accordance with the agreed upon schedule as a result of (a) Client’s (or its End User’s) failure to deliver any required materials, support or information to Reynwood; or (b) Reynwood not being able to obtain access to equipment or software at the installation location as necessary for installation of the Service, then Client shall pay Reynwood the standard installation fee as identified on the applicable Attachment hereto for any installation trip made by Reynwood and an additional installation fee for each subsequent trip necessitated to perform the Service installation. Client shall perform interconnection of the Services and Reynwood Equipment with Client’s or an End User’s equipment, unless otherwise set forth in an Attachment or agreed in writing between the Parties.
4. Support & Maintenance
Reynwood shall use commercially reasonable efforts to maintain any Reynwood-provided and installed equipment, including as applicable, any cabling, cable modems, related splitters, routers or other items (collectively, “Reynwood Equipment”), on Reynwood’s side of the demarcation points used by Reynwood to provide the Service. Equipment and services on Client’s side of the demarcation points, as well as any other Client-provided equipment, are the responsibility of Client. Reynwood shall provide a telephone number and email address for inquiries and remote problem support for the Service. All such Client support shall be provided only to Client’s designated personnel, as mutually agreed upon by Reynwood and Client. Client is responsible for all communications and interfaces with its End Users. In no event shall Reynwood be responsible for providing support for any network, equipment or software not provided and installed by Reynwood or for issues or problems beyond its control. Notwithstanding anything to the contrary in the foregoing, Reynwood shall use commercially reasonable efforts to restore any cable cuts on the Reynwood network and shall keep Client reasonably advised of such restoration progress. Client shall provide routine operational Service support for Reynwood Equipment and Service components collocated at Client’s or an End User’s facility, including without limitation by performing reboots, as requested by Reynwood.
5. Client Obligations
5.1 Client’s use of the Service (including all content transmitted via the Service) shall comply with all applicable laws and regulations and the terms of the Master Agreement. Client shall not resell or redistribute (whether for a fee or otherwise) the Service, or any portion thereof, or make any use of the Service other than for Client’s internal business purposes, unless otherwise agreed in writing by Reynwood. Client shall ensure that its End Users’ use of the Service, if any, shall comply with all applicable laws and regulations and terms of the Master Agreement. Reynwood may audit Client’s use of the Service remotely or otherwise, to ensure Client’s compliance with the Master Agreement.
5.2 Client shall ensure that all Reynwood Equipment at Client’s and Client’s End Users’ facilities remains free and clear of all liens and encumbrances, and Client shall be responsible for loss or damage to the Reynwood Equipment while at Client’s or an End User’s facilities. As between the Parties, Client is solely responsible for: (a) all use (whether or not authorized) of the Service by Client, an End User or any person or entity, which use shall be deemed Client’s use for purposes of the Master Agreement; (b) all content that is viewed, stored or transmitted via the Service; and (c) all third party charges incurred for merchandise and services accessed via the Service, if any. Client shall conform its equipment and software, and ensure that each End User conforms its equipment and software, to the technical specifications for the Service provided by Reynwood.
The Master Agreement shall commence on the earlier to occur of (a) the date of the last signature on the Service Agreement (the “Effective Date”) or (b) Reynwood’s commencement of delivery of the Service(s) set forth in a Service Order, and shall remain in effect for the term specified in the Service Agreement, or if no term is specified, until the expiration or termination of all Service Orders (the “Term”). The term for the applicable Service shall be set forth in the Service Order (“Initial Order Term”) and shall remain in effect until expiration as set forth in the Service Order. Unless otherwise specified in the Service Agreement or Service Order, if the Client continues to receive Services after the expiration of the Initial Order Term, the Services shall renew on a successive term on the same terms and conditions (“Renewal Order Term”, collectively with Initial Order Term, “Order Term”). The fees for the Renewal Order Term shall be as set forth in Section 7.
For each Service, Client shall pay Reynwood all recurring and non-recurring charges, fees and taxes, (which may include Service installation and activation charges, measured and usage-based charges, local, long distance, directory assistance and operator services calling charges, and equipment and facilities charges) (collectively the “Service Charges”) as set forth on the Service Order in accordance with the following payment terms: Service Charges shall be billed to Client on a monthly basis commencing upon Service installation, and are payable within twenty (20) days after the date appearing on the invoice. Client must bring any billing error to Reynwood’s attention within twenty (20) days after the date appearing on the applicable invoice or Client waives its right to a refund or credit associated with such billing error. Reynwood shall not defer any charges while Client awaits reimbursement, subsidy, discount or credit from any third party or government entity, and Client shall have the obligation to pay all charges regardless of the status of any such reimbursement, subsidy, discount or credit. Reynwood shall have the right to increase Service Charges for each Service after the Initial Order Term for such Service upon thirty (30) days written notice to Client. Reynwood may charge a late fee for any amounts which are not paid when due. The late fee shall be the lesser of one and one-half percent (1.5%) per month or the highest rate chargeable by law. Client shall also be responsible for all costs of collection (including reasonable attorneys’ fees) to collect overdue amounts. If Reynwood fails to present a charge in a timely manner, such failure shall not constitute a waiver of the charges for the fees to which it relates, and Client shall pay such invoice in accordance with these payment terms.
Operator Services charges will include a per-call surcharge as well as a rate per minute charge and may include an operator handling charge. Surcharges as well as per minute charges apply to both domestic and international long distance calls utilizing Operator Services.
8.1 Client shall pay all federal, state, and local taxes, government fees, charges, surcharges or similar exactions imposed on the Services and/or products that are the subject of the Master Agreement including but not limited to state and local sales and use taxes, telecommunications taxes, federal and state universal service fund fees and/or state and local regulatory fees to the extent applicable. Reynwood shall have the right to recover from Client, and Client shall pay, the amount of any state or local fees, charges or taxes arising as a result of the Master Agreement that are imposed on Reynwood or Reynwood’s Services, or measured on Reynwood’s receipts, and any other costs or expenses that Reynwood is entitled under applicable law to pass through to or otherwise charge Client for Client’s use or receipt of the Services. Such fees or taxes shall be invoiced to Client in the form of a surcharge included on Client’s invoice. Reynwood shall be responsible for and shall pay all taxes measured by Reynwood’s net income. To the extent that a dispute arises as to which Party is liable for fees or taxes under the Master Agreement, Client shall bear the burden of proof in showing that the fee or tax is imposed upon Reynwood’s net income. This burden may be satisfied by Client producing written documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on Reynwood’s net income. Client shall provide Reynwood any and all documentation substantiating a claim for exemption from taxes or fees prior to the date that Services are first provided under the Master Agreement. To the extent such documentation is held invalid for any reason, Client shall reimburse Reynwood for any tax or fee liability including without limitation related interest and penalties arising from such invalid documentation.
8.2 Client acknowledges that currently, and from time to time, there is uncertainty about the regulatory classification and/or treatment of some of the Services Reynwood provides and, consequently, uncertainty about what fees, taxes and surcharges are due from Reynwood and/or its Clients. Client agrees that Reynwood has the right to determine, in its sole discretion, what fees, taxes and surcharges are due and to collect and remit them to the relevant governmental authorities, and/or to pay and pass them through to Client. Client hereby waives any claims it may have regarding Reynwood’s collection or remittance of such fees, taxes and surcharges. Client understands that it may obtain a list of the fees, taxes and surcharges that Reynwood currently collects or passes through by writing to Reynwood at the following address and requesting same: Reynwood Communications, 2 Hartford Drive, Suite 201, Tinton Falls, NJ 07701; Attention: Finance/Tax Inquiries.
9. Property rights and Confidentiality
9.1 All materials including, but not limited to, any Reynwood Equipment (including related firmware), software, data and information provided by Reynwood, any identifiers or passwords used to access the Service or otherwise provided by Reynwood, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by Reynwood to provide the Service (collectively “Reynwood Materials”) shall remain the sole and exclusive property of Reynwood or its suppliers. Nothing herein is intended to convey any right or ownership interest to Client or any other person or entity in or to such Reynwood Materials. Client shall acquire no interest in the Reynwood Materials by virtue of the payments provided for under the Master Agreement. Client may use the Reynwood Materials solely for Client’s use of the Service during any applicable Order Term and the same may not be transferred by Client to any other person, corporation or entity. Client may not disassemble, decompile, reverse engineer, reproduce, modify or distribute the Reynwood Materials, in whole or in part, or use them for the benefit of any third party. All rights in the Reynwood Materials not expressly granted to Client in the Master Agreement are reserved to Reynwood. Client shall not open, alter, misuse, tamper with or remove the Reynwood Equipment as and where installed by Reynwood, and shall not remove any markings or labels from the Reynwood Equipment indicating Reynwood (or its suppliers) ownership or serial numbers.
9.2 Client shall maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted in the Master Agreement, the Reynwood Materials and any other information and materials provided by Reynwood in connection with the Master Agreement, that are identified or marked as confidential or are otherwise reasonably understood to be confidential, including but not limited to the content of the Master Agreement.
9.3 If software is provided to Client under the Master Agreement, Reynwood grants Client a limited, non-exclusive and non-transferable license to use such software, in object code form only, solely for the purpose of using the Service for Client’s internal business purposes during the Term.
10. Monitoring, Equipment Upgrades and Modifications
Reynwood has the right, but not the obligation, to upgrade, modify and enhance the Reynwood Equipment (including related firmware) and the Service and take any action that Reynwood deems appropriate to protect the Service and its facilities. Reynwood has the right to add to, modify or delete any provision of these Terms and Conditions. Reynwood shall notify Client of any material adverse change to these Terms and Conditions or Service descriptions by posting such modified Terms and Conditions or Service description on the Reynwood web site or by email, or, if applicable, in the appropriate Reynwood tariff. Upon the effectiveness of any addition, modification or deletion, Client’s continued use of the Services shall constitute Client’s consent to such addition, modification or deletion, and agreement to continue to be bound by the Master Agreement. In any event, if Reynwood modifies the Services or these Terms and Conditions and such modification has a material adverse impact on Client’s ability to use the Service, Client may, within the thirty (30) day period following the date of such modification, terminate, without penalty, the Service Order relating to the affected Service.
11.1 Either Party may terminate a Service Order: (a) upon thirty (30) days written notice to the other Party of the other Party’s material breach of the Master Agreement or the applicable Service Order, provided that such material breach is not cured within such thirty (30) day period; (b) immediately, in the event that the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debtors, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a trading exchange (each a “Bankruptcy Event”); or (c) immediately, in the event that, after entering into such Service Order, Reynwood conducts a site survey and learns that the construction costs shall require a material increase in the Service Charges. In the event that Client fails to comply with any applicable laws or regulations or the terms of the Master Agreement, upon thirty (30) days written notice Reynwood may suspend or discontinue any applicable Service in whole or in part without further notice, provided that such failure is not cured within such thirty (30) day period. In addition, Reynwood may immediately terminate or suspend Client’s or its End User’s use of the Service if such use is determined by Reynwood, in its sole discretion, to be resulting in a material degradation of the Reynwood network, until such time as such degradation has been remedied. In the event of a suspension of Service, Reynwood may require the payment of reconnect or other charges before restarting the suspended Service.
11.2 Upon the termination or expiration of the Master Agreement (including all Service Orders): (a) Reynwood’s obligations under the Master Agreement shall cease; (b) Client shall promptly pay all amounts due and owing to Reynwood for Service delivered prior to the date of termination or expiration, and any deinstallation fees, if any; (c) Client shall promptly cease all use of any software provided by Reynwood under the Master Agreement, and shall return such software to Reynwood; and (d) Client shall return to Reynwood or permit Reynwood to remove, in Reynwood’s discretion, the Reynwood Equipment in the same condition as when received, ordinary wear and tear excepted. Client shall reimburse Reynwood for the reasonable and documented costs of the repair or replacement, at Reynwood’s discretion, of any Reynwood Equipment not returned in accordance with this Section 11.
11.3 In addition, notwithstanding anything to the contrary in the Master Agreement, in the event this Master Agreement or any Service Order hereunder terminates for any reason other than Reynwood’s material breach or a Bankruptcy Event impacting Reynwood (as permitted in Sections 11.1(a) or (b)) or as permitted in Section 11.1(c) above, Client shall, at Reynwood’s discretion: (a) promptly pay Reynwood the full amount of the Service Charges that Client would have been charged for the remainder of the Initial Term or the then-current renewal term; or (b) reimburse Reynwood for all volume, term or other discounts and credits provided in anticipation of full performance of Client’s obligations and any unpaid portion of the installation fee set forth in the applicable Service Order(s).
11.4 The provisions of sections 7 – 9, 11 – 15, 17.1, 18, 19, 21 – 23, 25 and 26 and the Attachments shall survive the termination or expiration of the Master Agreement.
Client shall defend, indemnify and hold harmless Reynwood, its affiliates, its service providers and suppliers and their respective officers, directors, employees and agents, from and against third party claims, losses, liabilities, damages, costs and expenses, including reasonable attorneys’ and other professionals’ fees, arising out of or relating to: (a) the use of the Service, including but not limited to a breach of Section 5 of these Terms and Conditions; (b) personal injury or property damage caused by the negligence or willful misconduct of Client or its employees or agents; or (c) any fees, fines or penalties incurred by Reynwood as a result of Client’s violation of the 10% Rule as set forth in Attachment D.
13. Disclaimer of Warranty
CLIENT ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS OWN RISK. REYNWOOD EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE, AND REYNWOOD EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THE MASTER AGREEMENT, THE SERVICE, REYNWOOD EQUIPMENT AND REYNWOOD MATERIALS ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY REYNWOOD, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. REYNWOOD DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATE OR INFORMATION OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THE MASTER AGREEMENT, REYNWOOD DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY REYNWOOD SHALL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION, CLIENT ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CLIENT’S OWN DISCRETION AND RISK AND THAT CLIENT SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT’S OR AN END USER’S COMPUTER SYSTEM OR EQUIPMENT (INCLUDING NETWORK EQUIPMENT) OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR THAT RESULTS FROM, CLIENT’S OR ITS END USERS’ USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, CLIENT’S OR END USERS’ SENDING OR RECEIVING, OR UPLOADING OR DOWNLOADING, OR ATTEMPTS TO DO SAME, OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CLIENT ACKNOWLEDGES AND AGREES THAT REYNWOOD’S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CLIENT UNDER THE MASTER AGREEMENT AND REYNWOOD DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THE MASTER AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT.
14. Limitation of Liability
IN NO EVENT SHALL REYNWOOD BE LIABLE TO CLIENT, AN END USER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MASTER AGREEMENT, REGARDLESS OF WHETHER REYNWOOD HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REYNWOOD‘S AGGREGATE LIABILITY FOR ANY REASON AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE MASTER AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT PRODUCT LIABILITY)) SHALL BE LIMITED TO THE FEES PAID OR OWED BY CLIENT UNDER THE SERVICE ORDER THAT IS THE SUBJECT MATTER OF THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM ARISES. IN NO EVENT SHALL REYNWOOD’S AFFILIATES, THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS HAVE ANY LIABILITY TO CLIENT UNDER THE MASTER AGREEMENT. REYNWOOD SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR OTHER EMERGENCY SERVICES, THE INABILITY TO CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CLIENT-PROVIDED EQUIPMENT, FACILITIES OR SERVICES.
15. Disclosure of Client Information
16. Force Majeure
Notwithstanding anything to the contrary in the Master Agreement, a Party shall have no liability to the other due to circumstances beyond its control, including, but not limited to, acts of God, terrorism, flood, fiber cuts, natural disaster, regulation or governmental acts, fire, civil disturbance, weather, or any unauthorized access to or destruction or modification of the Service, in whole or in part (each a “Force Majeure Event”). Notwithstanding anything to the contrary in the Master Agreement, Client may terminate the affected Service Order(s) in its entirety and without penalty if a Force Majeure Event continues for more than ten (10) consecutive days and prevents Reynwood from delivering the Service under such Service Order(s).
17. Regulatory and Legal Changes, Pole Attachment and Conduit Chargers, Tariffs
17.1 In the event of any change in applicable law, regulation, decision, rule or order, including without limitation any new application of or increase in any government- or quasi-government-imposed fees or charges that increases the costs or other terms of Reynwood’s delivery of Service to Client, or, in the event of any increase in pole attachment or conduit charges applicable to any facilities used by Reynwood in providing the Service, Client acknowledges and agrees that Reynwood may pass through to Client any such increased fees or costs, but only to the extent of the actual increase, provided Reynwood notifies Client at least thirty (30) days in advance of the increase. In such case, and if such increase materially increases the fees or charges due by Client under the Master Agreement for the applicable Service, Client may, within thirty (30) days after notification of such increase, terminate the affected Service without incurring termination liability, provided Client notifies Reynwood at least fifteen (15) days in advance of Client’s requested termination date. Further, in the event that Reynwood is required to file tariffs or rate schedules with a regulatory agency or otherwise publish its rates in accordance with regulatory agency rules or policies respecting the delivery of the Service or any portion thereof, and Reynwood is required under applicable law to apply those rates to Client’s purchase of Service under the Master Agreement, then the terms set forth in the applicable tariff or rate schedule shall govern Reynwood’s delivery of, and Client’s use or consumption of the Service. In addition, if Reynwood determines that offering or providing the Service, or any part thereof, has become impracticable for legal or regulatory reasons or circumstances, then Reynwood may terminate the Master Agreement and any affected Service Orders without liability, by giving Client thirty (30) days prior written notice or any such notice as is required by law or regulation applicable to such determination.
17.2 The Master Agreement, including the Attachments and the Service Order(s), are subject to all applicable federal, state or local laws and regulations in effect in the relevant jurisdiction(s) in which Reynwood provides the Services. If any provision of the Master Agreement, the Attachments, or the Service Order(s) contravene or are in conflict with any such law or regulation, then the terms of such law or regulation shall take priority over the relevant provision of the Master Agreement, the Attachments, and/or the Service Order(s). If the relevant law or regulation applies to some but not all of the Service(s) being provided under the Master Agreement, then such law or regulation shall take priority over the relevant provision of the Master Agreement, the Attachments, and the Service Order(s) only for purposes of those Service(s) to which the law or regulation applies. Except as explicitly stated in the Master Agreement, nothing contained in the Master Agreement shall constitute a waiver by Reynwood of any rights under applicable laws or regulations pertaining to the installation, operation, maintenance or removal of the Services, facilities or equipment.
18. Entire Agreement
The Master Agreement, including without limitation all Attachments, sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations between the Parties with respect to such subject matter.
19. Order of Precedence
Each Service shall be provisioned pursuant to the terms and conditions of the Master Agreement. In the event that Reynwood permits a Client to use its own standard purchase order form to order the Service, the Parties hereby acknowledge and agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by Client, and any different or additional terms contained in such purchase order shall have no force or effect. To the extent that the terms of any Service Agreement or Service Order are inconsistent with the terms of these Terms and Conditions, the terms of the Service Agreement then the terms of the Service Order shall control.
20. Compliance with Laws
As between the Parties, Reynwood shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Reynwood’s operation and provision of the Services as contemplated in the Master Agreement, and Client shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Client’s use of the Services as contemplated in the Master Agreement. Unless specified otherwise in the Master Agreement, each Party shall give all notices, pay all fees and comply with all laws, ordinances, rules and regulations relating to its performance obligations specified in the Master Agreement.
EXCEPT FOR CLAIMS FOR INJUNCTIVE RELIEF, AS DESCRIBED BELOW, ANY PAST, PRESENT, OR FUTURE CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THE MASTER AGREEMENT SHALL BE resolved by compulsory binding arbitration under the auspices of a commercial arbitrator who is on the list maintained by the Superior Court of New Jersey for Monmouth County. This arbitrator shall be selected by mutual agreement of the parties or, failing such agreement, by a list of arbitrators proposed by each side. The decision of the arbitrator will be final and not appealable. The arbitrator shall be empowered to award the prevailing party any remedy available in law or equity not specifically precluded by this Agreement. The losing party shall be responsible for all arbitration fees and costs.
THE ARBITRATOR OF ANY DISPUTE OR CLAIM BROUGHT UNDER OR IN CONNECTION WITH THE MASTER AGREEMENT SHALL NOT HAVE THE POWER TO AWARD INJUNCTIVE RELIEF; INJUNCTIVE RELIEF MAY BE SOUGHT SOLELY IN AN APPROPRIATE COURT OF LAW. NO CLAIM SUBJECT TO ARBITRATION UNDER THE MASTER AGREEMENT MAY BE COMBINED WITH A CLAIM SUBJECT TO RESOLUTION BEFORE A COURT OF LAW. THE ARBITRABILITY OF DISPUTES SHALL BE DETERMINED BY THE ARBITRATOR. JUDGMENT UPON AN AWARD MAY BE ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION. IF ANY PORTION OF THIS SECTION IS HELD TO BE UNENFORCEABLE, THE REMAINDER SHALL CONTINUE TO BE ENFORCEABLE.
The Parties hereby stipulate and consent that venue and personal jurisdiction shall exist exclusively within the courts of the State of New Jersey as to any action, claim or proceeding arising out of or pertaining to this Agreement
22. Governing Law; Jurisdiction; Claims
The interpretation, validity and enforcement of the Master Agreement, and all legal actions brought under or in connection with the subject matter of the Master Agreement, shall be governed by the law of the State of New Jersey (except that any conflicts-of-law principles of such state that would result in the application of the law of another jurisdiction shall be disregarded). Any legal action brought under or in connection with the subject matter of the Master Agreement shall be brought only in the Superior Court of New Jersey for Monmouth County or, if such court would not have jurisdiction over the matter, then only in the United States District Court for the Southern District of New York. Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of the Master Agreement in any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of the Master Agreement in the Federal or State courts specified, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum. Any claim that Client wishes to assert under the Master Agreement must be initiated not later than one (1) year after the claim arose.
23. Severability; Waiver
In the event that any portion of the Master Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth in the Master Agreement and the remainder of the Master Agreement shall remain in full force and effect. No waiver of any breach or default under the Master Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. To be legally binding on Reynwood, any waiver must be in writing.
Client may not assign the Master Agreement without the prior written consent of Reynwood, and any assignment in violation of this Section shall be null and void. Reynwood may assign its rights and obligations under the Master Agreement including, without limitation, in whole or in part, to any affiliate without the prior written approval of or notice to Client. Client understands and agrees that, regardless of any such assignment, the rights and obligations of Reynwood in the Master Agreement may accrue to, or be fulfilled by, any affiliate, as well as by Reynwood and/or its subcontractors.
Client may not issue a press release, public announcement or other public statements regarding the Master Agreement without Reynwood’s prior written consent.
26. No Third Party Beneficiaries; Relationship of the Parties
There are no third party beneficiaries to the Master Agreement. The Parties to the Master Agreement are independent contractors.
Client agrees that all of its use of the reynwood.com website shall comply with the Term of Use available at <a” href=”https://www.google.com/url?q=http://www.reynwood.com/legal&sa=D&ust=1486072851967000&usg=AFQjCNHZ2nupaWlvfZ8InTIJYz6zCz3W1Q”>http://www.reynwood.com/legal, as the same may be updated by Reynwood from time to time.
Any notice under the Master Agreement shall be given in writing and shall be deemed to have been given when actually received by the other Party. Notices shall be delivered to Client and Reynwood at the respective addresses set forth above, or to such other address as is provided by one Party to the other in writing.
The Master Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
Phone Care – Terms & Conditions
1. Never Out of Warranty
Phone Care, purchased separately, is a package to give you peace of mind over the reliability and dependability of the devices that we include.
- Accidental damage – spill a cup of coffee in your phone and we’ll take care of it.
- Breakdowns – If the phone dies, we’ll send out a replacement.
- Electrical failure – Damage due to electrical storms and spikes.
What’s not covered:
- Unusual damage – get angry with the caller, throw the phone out of the window – that’s on you but, our sympathy is included – gratis.
- Fire, flood or insured loss – where another insurer covers your equipment, we’ll leave it to them.
With Reynwood Phone Care, unexpected costs are under control. Your monthly Phone Care Service Fee is all that you’ll need to commit to – no hidden surprises.
2. What about phones that I buy?
In many cases we can add Phone-Care to existing devices owned by you or bought from us directly – ask your client advocate for details.
Taxes & Fees
1. Federal Universal Service Recovery Fee
This fee is used to recover contributions Reynwood is required to make to the federal Universal Service Fund, which provides support to promote access to telecommunications services at reasonable rates for those living in rural and high-cost areas, income-eligible consumers, rural health care facilities, and schools and libraries. Reynwood is permitted, but not required, to recover these costs from its customers. The Federal Communications Commission (FCC) sets the applicable USF rate on a quarterly basis and is subject to change.
2. 911 Fee
This is a charge imposed by State and local governments to help pay for emergency services such as fire and rescue.
3. Emergency 911 Service Fee
This fee is used to recover Reynwood’s costs directly associated with providing 911 and E911 for its clients. This is not a government-mandated charge. This fee applies to MCS and VoIP customers only.
4. State and Local Taxes
These taxes are imposed by state, local, and municipal governments.
5. Compliance and Administrative Cost Recovery Fee
This fee is a charge that is used to recover a portion of costs associated with Reynwood’s compliance with regulatory and tax requirements and to recover fees related to intellectual property matters, including without limitation: (1) fees Reynwood is required to pay to support the Telecommunications Relay Services (TRS) Fund, which supports facilities and services used to provide telecommunications services for individuals with hearing or speech disabilities; (2) annual regulatory fees assessed on Reynwood by the Federal Communications Commission; (3) costs Reynwood incurs making required tax and regulatory filings; (4) regulatory and similar surcharges Reynwood pays to the providers of telecommunications services that Reynwood uses to provide its services; and (5) charges associated with the filing and maintenance of patents, trademarks and other proprietary rights.
For Reynwood MCS and POTS Clients, this fee is $1 per telephone number plus $1 per end-user.
Reynwood Subscriber Privacy Notice
This Notice describes our practices with respect to your “personally identifiable information” and certain other information. Personally identifiable information is information that identifies you and that you have furnished to us or that we have collected in connection with your receipt of our services. Personally identifiable information does not include aggregate or anonymous data or any individual bits of data that do not identify you. This Notice applies to all of our residential and commercial subscription services, including video, voice, telecommunications, data and security (collectively and individually, “Reynwood Services”), whether provided individually or as part of a bundle of services.
This Notice also discusses your Customer Proprietary Network Information (“CPNI”). This is information about you that we obtain solely in connection with your receipt of our Managed Communications Services, POTS Service, SIP Trunking or other commercial telecommunications services (“Phone Services”). CPNI consists of the information contained in your Phone Services bill and any other information about the quantity, technical configuration, type, destination, location and amount of your use of Phone Services. If you are a Phone Services customer, we have a duty under federal law to protect the confidentiality of your CPNI and you have the right to have the confidentiality of your CPNI so protected.
This Notice does not cover information that we may collect from our Internet portals and websites, each of which contains its own privacy notice, or any applications, web services or tools that you download or access from these portals and websites. You should also be aware that some of the content, applications and advertisements provided on these portals and websites may be provided by third parties even where the items appear to be hosted by Reynwood’s Internet Service. When you access these third parties’ online content or services, your personally identifiable information may be transmitted to them. The policies described in this Notice do not apply to these third parties, which may have their own privacy policies.
This Notice does not cover third party on-line services that you may purchase with our data services (e.g., the services of EarthLink and other on-line providers (“OLPs”)). These OLPs may have their own privacy policies.
Our website always contains the most current version of this Notice. See www.reynwood.com/legal. We also provide you with a copy of our Notice upon initiation of service and annually thereafter. You may also obtain a copy of the current Notice by contacting our office.
We may modify this Notice at any time. If we do, we will update it on this web site. If you continue to accept our services after a change, then you are deemed to have accepted the change.
Six areas are covered by this Notice:
- the nature of personally identifiable information and CPNI collected about you and the way such information is used;
- the nature, frequency, and purpose of any disclosure that may be made of such information;
- disclosure of such information to governmental entities and through legal process;
- the period of time during which such information will be maintained;
- the times and place you may have access to the information collected; and
- your rights under the Communications Act.
1. Collection and Use of Personally Identifiable Information and CPNI
A. Personally Identifiable Information
Under the Communications Act of 1934, as amended (the “Communications Act”), we may collect personally identifiable information (described below) over a cable system without your consent if it is necessary to provide our services to you or to prevent unauthorized access to services or subscriber data and we may collect other information that you consent to our collecting and that we will use as you direct. Below is a description of the information that we may collect, using the system or otherwise, about our users in order to provide our services and to prevent unauthorized access to our services.
Personally identifiable information: In order to provide any of our services to you, we may need to collect data about you, including your name; home, e-mail and work addresses; home, cellular and work telephone numbers; social security number; driver’s license number; credit, credit card, debit card and bank information; billing and payment information; records of damage and security deposits; records of maintenance and repairs; the number of converters, cable modems or other equipment installed in your home or place of business (collectively, “Reynwood Equipment “); the number of television sets, telephones, computers and other equipment of yours that are connected to Reynwood Equipment or that receive the Reynwood Services (collectively, “Customer Equipment “); the location and configuration of Customer Equipment; the service options you have chosen; the programs, features and services you have utilized; identifying information associated with the Reynwood Equipment (e.g., a serial number and/or MAC address of each piece of equipment installed); performance history associated with the Reynwood Equipment; whether you rent or own your home or place of business (as this may impact installation issues); subscriber correspondence; records of violations and alleged violations of our terms of service; customer research and satisfaction data; and information from third parties that is commercially available, such as age, income and other demographic information.
We may remotely check the Reynwood Equipment and the Customer Equipment for purposes that include diagnostics and network security and maintain records of the results.
If you use a web-based email service, we do not collect any information regarding the emails that you send and receive. If you use email provided by Reynwood or your OLP, our system may automatically collect and log email header information. We have access to personally identifiable information about you and your data account, including the name and address associated with a given IP address or, possibly, one or more e-mail accounts. We may also have information about how often and how long you use our service, including the amount of bandwidth used; technical information about your computer system, its software and modem; and your geographical location. We do not disclose to others for their marketing or advertising purposes any personally identifiable information that may be derived from this collection. Your OLP may have its own privacy policies.
Our system, in delivering and routing Phone Service calls, may automatically log information concerning telephone numbers you call, telephone numbers from which you receive calls, the duration of such calls, the service features and functions you use, the frequency of such use and other CPNI for the uses described below.
The data that we collect from you, as described above, may be used, depending on the nature of the data, for various purposes such as the following: to make sure you receive the services you have requested; to make sure you are being billed properly for the services you receive; to send you pertinent information about our services; to maintain or improve the quality of the Reynwood Equipment and the Reynwood Services; to answer questions from subscribers (e.g., for troubleshooting); to ensure compliance with relevant law and contractual provisions; to market Reynwood Services and other products that you may be interested in; and for tax and accounting purposes.
B. Customer Proprietary Network Information (“CPNI “)
We may, from time to time, use the CPNI generated in furnishing Phone Services to you to provide you with information about, and to market to you, communications-related products or services that are within the same category of service to which you already subscribe. For instance, we may use the CPNI generated in furnishing Phone Service to you to provide you with information about, and to market to you, other telephone service offerings.
We may, from time to time, use the CPNI generated in furnishing Phone Service to you to provide you with information about, and to market to you, communications-related products or services that are outside of the category of service to which you already subscribe. For instance, we may use the CPNI generated in our furnishing Phone Services to you to provide you with information about, and to market to you, data services. You have the right to restrict our use of your CPNI for such purposes. If you wish to do so, please notify us in writing at our main local office, which will be noted in your cable bill, by calling 611 from your Reynwood Phone. Please include your name, account number, telephone number and address on any written request. If you do not notify us within 30 days of this notification that you wish to restrict our use of your CPNI, we will assume that you approve of our use of CPNI for this purpose.
We will not use your CPNI to offer products or services to you without your permission that the FCC classifies as non-communications related or that are offered by other companies or by joint ventures in which we participate. You may, for example, be asked during a telephone call with one of our customer service representatives for your permission to use your CPNI for the purpose of providing you with an offer. If you provide your permission orally, electronically or in writing, we will use or disclose the CPNI only for the duration of that telephone call in order to offer you additional services.
Please note that if you opt out or otherwise deny or restrict our use of your CPNI, it will not affect our provision to you of any Reynwood Services. Any permission or denial of permission to use your CPNI remains valid until such time as your Phone Services are discontinued or we receive your notice withdrawing permission.
2. Disclosure of Personally Identifiable Information and CPNI
Under the Communications Act, we may only disclose personally identifiable information covered by the Act without your prior written or electronic consent if: (1) it is necessary to render, or conduct a legitimate business related to, the services that are provided to you; (2) such disclosure is required by law; or (3) for mailing lists, subject to the conditions described below. We may also disclose personally identifiable information and CPNI when you consent to the disclosure. Below is a description of our disclosure practices.
In the course of providing Reynwood Services to you, we may disclose your personally identifiable information to our employees, related legal entities, agents, vendors acting under our direction, including repair and installation subcontractors, sales representatives, accountants, billing and collection services, and consumer and market research firms, credit reporting agencies and authorized representatives of governmental bodies. We may also disclose such information to advertisers and vendors for purposes of carrying out transactions you request. Upon reasonable request, personally identifiable information may be disclosed to persons or entities with an equity interest in our related legal entities when they have a legal right to inspect our books and records. Also, if we enter into a merger, acquisition or sale of all or a portion of our assets, your personally identifiable information may be transferred as part of the transaction.
In addition, if you receive our data service, information, including IP addresses, may be disclosed to third parties in the course of providing the service to you. Recipients of such information may include, in addition to those persons listed above, entities that provide content and/or services to us or your OLP.
Unless you object, the Communications Act also permits us to disclose limited personally identifiable information to others, such as advertisers and direct mail companies, for non-cable-related purposes, such as direct marketing. Under the Communications Act, these disclosures are limited to the following “mailing list information “: your name and address. In addition, we may add to this mailing list information commercially-available information about you that is obtained from third parties, such as your age, income, and other demographic or marketing information. Mailing list information does not include the extent of your use of a particular service, including the extent of your use of Reynwood or your OLP service, the nature of any transaction you make over Reynwood systems, or any information that constitutes CPNI. We may disclose or sell such mailing list information from time to time. If you wish to be removed from our mailing list, please notify us in writing at our main office, which will be noted on your bill, or by sending an e-mail to [email protected]. Please include your name and address on any such request.
In addition, we may disclose, in connection with the provision of services to you and pursuant to the consent you granted in your Subscription Agreement, the personally identifiable information described in Section 1 in order to fulfill transactions that you request, to personalize your online experience, as required by law (including as described in Section 3 of this Notice), and as otherwise necessary in the ordinary course of business. The frequency of such disclosures varies according to business needs.
If you are a Phone Services customer, we must disclose certain of your personally identifiable information and CPNI to 911 services and to you or your designee upon your express authorization. We will also disclose limited personal information to telephone companies so that your calls can be properly routed. When you dial a toll-free number, the party you are calling may identify your telephone number using a telephone network technology called Automatic Number Identification (ANI). FCC rules prohibit parties that receive calls on toll-free numbers from distributing these telephone numbers.
Your name, address and/or phone number are provided to those you call in connection with Caller ID functions. You may dial *67 to prevent display of your Caller ID. Dialing *82 resumes its display.
We will provide your name, phone number and address to directories and 411 services. If you subscribe to our Private Listing service, we will take reasonable precautions to ensure that your information is not provided, but we cannot guaranty that errors will not occur. If you would like more information on the Private Listing service, please contact your local Reynwood office.
3. Disclosure of Information to Governmental Entities and Other Legal Process
Federal law also requires us to disclose personally identifiable information to a governmental entity or other third parties pursuant to certain legal process. Generally, this process requires a court order and, if the order is sought by a governmental entity, you are afforded the opportunity to contest in court any claims made in support of the court order sought, and the governmental entity must offer clear and convincing evidence that the subject of the information is reasonably suspected of engaging in criminal activity and that the information sought would be material evidence in the case. However, there are exceptions to this general rule in areas including the Electronic Communications Privacy Act, which allows personally identifiable information to be obtained in some circumstances by governmental entities through a subpoena, warrant or court order; welfare laws, which allow state welfare agencies to obtain by administrative subpoena the names and addresses of individuals who owe or are owed welfare support; child pornography statutes, which impose an affirmative duty on us to disclose certain information upon knowledge; and counterintelligence laws, which require us to provide information based on National Security Letters. At times, laws like these or specific court orders may require that we not disclose to you the existence of demands for your personally identifiable information. We will honor these laws and orders. We will comply with legal process when we believe in our discretion that we are required to do so. We will also disclose any information in our possession to protect our rights, property and/or operations, or where circumstances suggest that individual or public safety is in peril.
4. Time Period That We Retain Personally Identifiable Information
We maintain personally identifiable information about subscribers for as long as it is necessary for business purposes. This period of time may last as long as you are a subscriber and, if necessary, for additional time so that we can comply with tax, accounting and other legal requirements. When information is no longer needed for these purposes, it is our policy to destroy or anonymize it.
5. Access to Records
Under the Communications Act, you have the right to inspect our records that contain personally identifiable information about you and to correct any errors in such information. If you wish to inspect these records, please notify us in writing and an appointment at our local business office will be arranged during our regular business hours.
6. Your Rights Under the Communications Act
We are providing this Notice to you in accordance with the Communications Act. The Communications Act provides you with a cause of action for damages, attorneys’ fees and costs in federal District Court should you believe that any of the Communications Act’s limitations on the collection, disclosure, and retention of personally identifiable information have been violated by us. Your Subscription Agreement contains your agreement that, to the extent permitted by law, any such claims will be decided in arbitration and attorneys’ fees and punitive damages will not be available.
If you have any questions about this Privacy Notice, please contact us.
Electronic Signature Acceptance
Reynwood permits you to fill out and sign certain forms using this web site. This Federal E-Sign Disclosure and Consent describes Reynwood’s process so that you can decide whether you wish to continue with your request through our web site. Please read this page carefully and print a copy of this page for your records.
1. Electronic Signature and Electronic Delivery of Disclosures and Notices
By signing any document electronically with Reynwood, you consent to use electronic communications, electronic records, and electronic signatures rather than paper documents for the forms provided on this web site and those emailed to you by our employees. Those forms include:
- Service Agreements and Service Orders
- The Letter of Authorization permitting Reynwood to port your local or toll-free number;
- All service and transaction updates regarding the status of the porting process for your local number;
- Responses to communications from you;
- Other documents relating to the porting process; and
- All changes and updates to these disclosures, notices, and documents.
You understand that your electronic signature is legally binding, just as if you had signed a paper document. Your consent to use electronic signatures and documents applies only to materials related to your request for Reynwood to port your local or toll-free number.
2. Paper Signature and Paper Delivery of Disclosures and Notices
If you prefer to use paper signatures, you may instead print a copy of the Letter of Authorization on the next page, fill it out, and return it to us by mail or by facsimile. You understand that Reynwood will not begin to process your request until it receives the Letter of Authorization.
You have the right to receive a paper copy of the disclosures, notices, terms and conditions, and other communications described above. There is no cost to receive paper copies of any electronic records. If you wish to receive a paper copy, please send a request with your name, mailing address, daytime telephone number, and the document you wish to receive to one of the following:
- Email: [email protected]
- Toll-free: 888-898-4591 (US) or 925-301-8209 (International)
- Mail: Reynwood Communications
Attn: Legal Department
409 South Street, Suite 1128
Eatontown, NJ 07724
3. System Requirements
In order to use electronic signatures and to receive electronic communications, you must have:
- a personal computer or other device that can connect to the Internet;
- an e-mail address;
- a web browser;
- software that enables you to receive and view Portable Document Format (PDF)
- files, such as Adobe Acrobat Reader (available for a free download at http://get.adobe.com/reader/)
4. Withdrawal of Electronic Acceptance of Disclosures and Notices
You may withdraw your consent to receive electronic communications at any time. If you wish to do so, please notify us at the addresses above and provide your name, mailing address, daytime telephone number, and a description of the type of transaction from which you are withdrawing your consent.
Number Porting Policy
Reynwood works with a third party carriers who, on our behalf, port telephone numbers in accordance with applicable Regulatory Rules and Industry Guidelines. Our third-party carriers require very specific and detailed information and requirements when completing a port request. Please be informed that you may be required to provide such detailed and specific information to complete a port request.
If you are porting your number in from another carrier, please follow the instructions for Inbound Number Porting. If you would like to port your Reynwood number out to another carrier, please follow the instructions for Outbound Number Porting.
1. Inbound Number Porting
- YOU MUST KEEP YOUR PREVIOUS SERVICE ACTIVE IN ORDER TO PORT YOUR NUMBER TO REYNWOOD.
- Reynwood will conduct a validity search to verify portability. A validity search will determine if your telephone number can be ported into Reynwood. Certain numbers are not supported by our regional calling network and/or certain providers will not port numbers, therefore, these numbers cannot be ported. If your number can be ported you will be directed to fill out a Letter of Authorization (“LOA”). If your number cannot be ported, Reynwood will notify you that your number cannot be ported.
- Upon verification of portability, Reynwood will notify you that your number can be ported. You must then submit an LOA to Reynwood, authorizing your previous service provider to port your number to Reynwood. You will submit your LOA in PDF format via email or fax to Reynwood’s provisioning department as detailed on the LOA. Please be advised that if you do not fill out the information on the LOA properly, your porting request will be rejected. Most providers accept digital signatures on the LOA to port numbers; however, some providers require a handwritten signature on the LOA to port your number. If your previous provider requires a handwritten signature on the LOA, Reynwood will notify you via email and request that you fax or email us a copy of your signed LOA.
- Depending on the type of number you are trying to port in, Reynwood may notify you via email that you are required to fax or email to Reynwood a copy of your bill from your previous provider to verify your customer and account information.
Toll free numbers: For toll free number porting requests, you must fax or email (i) a copy of your LOA with a handwritten signature and (ii) a copy of a billing statement from your previous provider.
Local and business numbers: For local and business number porting requests, you may be required to provide a copy of your billing statement and/or a copy of your LOA with a handwritten signature.
- If you would like to ensure that your port is processed as quickly and efficiently as possible, you may also upload, fax or email to Reynwood a copy of your CSR (customer service record). You may request a copy of your CSR from your previous provider. If you cannot obtain a CSR from your previous provider, you may request your previous provider to send a letter on company letterhead that lists your account number, billing telephone number, service location address and specific numbers you are porting.
- The following information must be listed on your bill, LOA or CSR to verify your customer and account information:
Number(s) you are asking to port
- Your Name
- Address – both billing and service addresses
- *if your address is a P.O. Box, please provide Reynwood with an additional physical location address where the number resides
- If there are additional numbers on your account with the losing provider other than the number to be ported, you must contact your previous provider’s porting department and tell them whether you intend to retire those numbers when canceling service.
- Reynwood will then submit your LOA to your previous provider and wait for approval to port your number. You will be notified by Reynwood via email if your previous provider requires additional information and/or corrections to your LOA before Reynwood can port your number.
- When Reynwood receives approval to port your number from your previous provider, we will begin porting your number.
Generally, inbound porting requests will be completed within ten (10) business days after Reynwood receives your LOA, provided that there are no issues with your LOA or otherwise. Please be advised that for small service providers, inbound porting requests can take up to thirty (30) business days to port. If you have not received response regarding your LOA within fourteen (14) business days or you have any questions regarding our Number Porting Policy, please contact Reynwood’s Provisioning department.
2. Outbound Number Porting
- YOU MUST KEEP YOUR REYNWOOD SERVICE ACTIVE IN ORDER TO PORT YOUR NUMBER TO YOUR NEW PROVIDER. Reynwood cannot guarantee that your Reynwood number will be held for porting if you cancel your Reynwood service prior to receiving confirmation that your number has been successfully ported.
- Request an LOA from your new provider.
- Submit your LOA to your new provider.
- Your new provider will notify Reynwood or our third party carrier of your number porting request and Reynwood will verify your account information. Reynwood requests that you pay all outstanding invoices and/or charges on your account before we port out your number. Reynwood will send an email notification to you of all such outstanding charges and any applicable early termination fees.
- Upon verification of portability, Reynwood will notify your new provider that your Reynwood number may be ported.
- You must notify Reynwood that your number has been successfully ported to ensure that your number is removed from our database.
- You must notify and confirm cancellation of your Reynwood service. After you confirm that your Reynwood service has been canceled, Reynwood will no longer bill you for Reynwood services. YOU MAY CONTINUE TO BE BILLED IF YOU DO NOT CANCEL YOUR REYNWOOD SERVICE AFTER YOUR NUMBER HAS BEEN PORTED.
Generally, Outbound porting requests will be completed within ten (10) business days after Reynwood receives your LOA from your new provider. If you have not received response regarding your port request within fourteen (14) business days or you have any questions regarding our Number Porting Policy, please contact Reynwood’s Provisioning department.
1. Trademarks, Copyrights and Restrictions
This site is controlled and operated by Reynwood Communications at 766 Shrewsbury Avenue, Third Floor, Tinton Falls, NJ 07724. If you have any questions about this Privacy Notice, please contact us. All material on this site, including, but not limited to images, illustrations, audio clips, and video clips, is protected by copyrights, trademarks, and other intellectual property rights which are owned and controlled by Reynwood Communications, its related companies or by other parties that have licensed their material to Reynwood Communications. Material on reynwood.com or any Web site owned, operated, licensed or controlled by Reynwood Communications is solely for your personal, non-commercial use. Such material may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the express prior written consent of Reynwood Communications. Use of the materials on any other Web site or networked computer environment, or use of the materials for any purpose other than personal, non-commercial use is a violation of Reynwood Communications’ copyrights, trademarks and other proprietary rights, and is prohibited.
Reynwood Communications welcomes links to this site. You may establish a hypertext link to this site, provided that the link does not state or imply any sponsorship or endorsement of your site by Reynwood Communications. You may not use on your site any trademarks, service marks or copyrighted materials appearing on the Reynwood Communications site, including but not limited to any logos or characters, without the express written consent of the owner of the mark or right. You may not frame or otherwise incorporate into another Web site any of the content or other materials on the Reynwood Communications site without prior written consent of Reynwood Communications.
3. Disclaimer of Warranties and Liability
THE MATERIALS ON REYNWOOD’S WEB SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. REYNWOOD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH, UNDER THE LAWS APPLICABLE TO THIS AGREEMENT, ARE IMPLIED BY LAW AND ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION. NEITHER REYNWOOD, NOR ITS AFFILIATED OR RELATED ENTITIES, NOR ANY PERSON INVOLVED IN THE CREATION, PRODUCTION, AND DISTRIBUTION OF REYNWOOD’S WEB SITE WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT REYNWOOD OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE MATERIAL THAT YOU READ ON REYNWOOD’S WEB SITE IS PROVIDED FOR ENTERTAINMENT AND PROMOTIONAL PURPOSES. REYNWOOD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN REYNWOOD’S WEB SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
YOU EXPRESSLY AGREE THAT USE OF THE REYNWOOD SITE IS AT YOUR SOLE RISK. YOU EXPRESSLY AGREE THAT NEITHER REYNWOOD, NOR ITS AFFILIATED OR RELATED ENTITIES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, OR AGENTS, NOR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION, AND DISTRIBUTION OF REYNWOOD’S WEB SITE ARE RESPONSIBLE OR LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER WHATSOEVER BASED UPON OR RESULTING FROM THE USE OR MISUSE OF THIS SITE OR ANY OTHER REYNWOOD WEB SITE. BY WAY OF EXAMPLE, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REYNWOOD AND RELATED PERSONS AND ENTITIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIM OR DAMAGE ARISING FROM FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO OR ALTERATION OF PERSONAL RECORDS, OR THE RELIANCE UPON OR USE OF DATA, INFORMATION, OPINIONS OR OTHER MATERIALS APPEARING ON THIS SITE. YOU (AND NOT REYNWOOD) ASSUME THE ENTIRE COST OF, AND RESPONSIBILITY FOR ANY AND ALL NECESSARY SERVICING, REPAIR OR CORRECTION RESULTING FROM YOUR USE OF THIS SITE. IN ADDITION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT REYNWOOD IS NOT LIABLE OR RESPONSIBLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD PARTIES.
5. Jurisdictional Issues
Unless otherwise specified, the materials in the Reynwood Communications Web site are presented solely for the purpose of entertainment and promoting programs and other products available in the United States, its territories, possessions, and protectorates. This site is controlled and operated by Reynwood Communications from its offices within the State of New Jersey, United States of America. Reynwood Communications makes no representation that materials in Reynwood Communications’ Web site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with their local laws, if and to the extent local laws may be applicable. This agreement shall be governed by, construed and enforced in accordance with the laws of the State of New Jersey, as it is applied to agreements entered into and to be performed entirely within such State. Any action you, any third party or Reynwood Communications bring to enforce this agreement or, in connection with, any matters related to this site shall be brought only in the state or Federal Courts located in Newark, New Jersey and you expressly consent to the jurisdiction of said courts. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement, and shall not affect the validity and enforceability of any remaining provisions. This represents the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by Reynwood Communications.
Reynwood Communications is very respectful about the privacy concerns of the visitors to its sites on the Internet. As a general policy, no personal information is automatically collected from visitors to this site. However, certain non-personal information of visitors is recorded by the standard operation of Reynwood Communications’ Internet servers. This information is primarily used to provide an enhanced online experience for the visitor. Information tracked may include the type of browser being used by the visitor (e.g., Google Chrome, Safari, Internet Explorer), the type of operating system (e.g., Macintosh, Windows) in use by the visitor and the domain name of the visitor’s Internet service provider (e.g., America Online, Earthlink). By having this information, Web pages optimized for a particular visitor’s computer are automatically made available to that visitor. Other use of this information may include internal review of the number of visitors to this site but only in an aggregate and non-personally-identifiable form. E-mail addresses and other personally identifiable data about visitors to this site are known to Reynwood only when voluntarily submitted by the users. Reynwood Communications will only use personally identifiable data provided at this site for the purposes described at the time it is collected (for example, the e-mail addresses visitors provide in order to receive e-mail alerts will only be used for the purpose of sending these e-mail alerts). Reynwood Communications sites, as well as any other third party sites linked to from this Web site, may each have different privacy policies and practices. You should carefully review these other Web sites’ privacy policies in order to determine how each site may use any personal information you provide.
7. Cookie and Other Technical Information
We send “cookies” to your computer primarily to enhance your online experience. “Cookies” are files that can identify you as a unique customer and store your personal preferences as well as technical information (including click through and click stream data). Cookies can either be permanent (i.e., they remain on your computer until you delete them) or temporary (i.e., they last only until you close your browser). We may also use “Web beacons” that monitor your use of our sites. Web beacons (or Web bugs) are small strings of code that provide a method for delivering a graphic image on a Web page for the purpose of transferring data, such as the IP (Internet Protocol) address of the computer that downloaded the page on which the Web beacon appears, the URL (Uniform Resource Locator) of the page on which the Web beacon appears, the time the page containing the Web beacon was viewed, the types of browser that fetched the Web beacon and the identification number of any cookie on the computer previously placed by that server. When corresponding with you via HTML capable e-mail, Web beacons let us know whether you received and opened our e-mail.
On their own, cookies or Web beacons do not contain or reveal any personally identifiable information. However, if you choose to furnish the site with personally identifiable information, this information can be linked to the data stored in the cookies/Web beacons.
Reynwood Communications is committed to diversity. In keeping with this commitment, Reynwood Communications’s website is equipped with adaptive functionality designed to increase the accessibility of the website to individuals with disabilities. This adaptive functionality includes, but is not limited to, providing text equivalents for images with the use of “alt” tags and providing options to adjust the volume
Voice over Internet Protocol (VoIP) and 911
The following information relates to emergency services dialing and is an important part of the contract for VoIP service as provided by Reynwood Communications of NY/NJ inc. (“REYNWOOD COMMUNICATIONS”). Within said contract, signing the section “Agree to E911 Disclaimer” acknowledges that you have read, understood, and accept the limitations of REYNWOOD HOSTED VOIP SERVICE relative to emergency services & 911 dialing as described below.
PLEASE READ THIS INFORMATION REGARDING 911 VERY CAREFULLY. BY ACTIVATING AND PAYING FOR THE REYNWOOD HOSTED VOIP SERVICE, YOU ACKNOWLEDGE AND AGREE TO THE LIMITATIONS OF REYNWOOD COMMUNICATIONS 911 EMERGENCY DIALING SERVICE (“REYNWOOD E911 SERVICE”), AND UNDERSTAND THE DISTINCTIONS BETWEEN REYNWOOD E911 SERVICE AND TRADITIONAL 911 CALLS.
REYNWOOD E911 SERVICE DOES NOT WORK IF YOU FAIL TO REGISTER OR UPDATE THE REYNWOOD E911 SERVICE WITH YOUR CURRENT LOCATION.
REYNWOOD E911 SERVICE WILL NOT WORK IF THERE IS AN ELECTRICAL OR INTERNET SERVICE OUTAGE DUE TO ANY CAUSE.
REYNWOOD E911 SERVICE WILL NOT WORK IF YOUR SERVICE HAS BEEN CANCELLED BY YOU OR TERMINATED BY REYNWOOD COMMUNICATIONS.
YOU SHALL INDEMNIFY REYNWOOD COMMUNICATIONS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS, AND EXPENSES BY, OR ON BEHALF OF, YOU OR ANY THIRD PARTY USER OF THE REYNWOOD HOSTED VOIP SERVICE RELATING TO THE FAILURE OR OUTAGE OF THE REYNWOOD HOSTED VOIP SERVICE, INCLUDING REYNWOOD E911 SERVICE.
All of REYNWOOD COMMUNICATIONS customers have access to Enhanced 911 (E911) service (“REYNWOOD E911 SERVICE”). With REYNWOOD E911 SERVICE, when you dial 911, your telephone number and registered address is simultaneously sent to the local emergency center assigned to your location, and emergency operators have access to the information they need to send help and call you back if necessary. Although they have access to this information, please be prepared to provide any information requested by the emergency operators, if possible. Emergency personnel do not receive your phone number or physical location when your 911 call is routed to a national emergency call center. Therefore, you must be prepared to give the operator your phone number and location and any other information that the operator might request. You authorize the national emergency call center to disclose your name and address to the third party or parties involved with providing emergency services to you, including, without limitation, call routers, call centers and local emergency centers.
Registration of Physical Location Required
Use of REYNWOOD HOSTED VOIP SERVICE is permitted only at the address to which it is registered. Use from an alternate location is strictly prohibited. Should REYNWOOD COMMUNICATIONS be required to direct emergency personnel, the location information that is provided to an emergency operator is always the address that you provided when the Service was ordered. In addition, you are agreeing to cooperate with REYNWOOD COMMUNICATIONS’ efforts to provide you with REYNWOOD E911 SERVICE. For example, it is incumbent on you to confirm the accuracy of your physical address with REYNWOOD COMMUNICATIONS. For purposes of REYNWOOD E911 SERVICE, you may only register one location at a time for each phone line. Regardless of what address you register for a portable device, emergency calls you make from these devices will be routed to the REYNWOOD HOSTED VOIP SERVICE national emergency response center.
Notify All Users / Inform All Present.
You are responsible for informing any guests and other third persons who may be present at the physical location where you utilize REYNWOOD HOSTED VOIP SERVICE of the important differences in and limitations of E911 Service as compared with traditional 911 land line or cell phone service.
Re-Registration Required if You Change Your Number or Add or Port New Numbers.
REYNWOOD E911 SERVICE does not function if you change your phone number or if you add or port new phone numbers to your account, unless and until you successfully register your location of use for each changed, newly added or newly ported phone number and receive confirmation from REYNWOOD COMMUNICATIONS.
You acknowledge that REYNWOOD COMMUNICATIONS is not responsible for any service outage related to the loss of electrical power, connectivity, suspension or termination of your REYNWOOD HOSTED VOIP SERVICE or any failures resulting from local or national disasters.
a. Service Outages Due to Power Failure or Disruption.
You acknowledge and understand that the REYNWOOD E911 SERVICE does not function in the event of a power failure or disruption. If there is an interruption in the power supply, REYNWOOD HOSTED VOIP SERVICE, including REYNWOOD E911 SERVICE, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the VoIP device prior to utilizing REYNWOOD HOSTED VOIP SERVICE, including REYNWOOD E911 SERVICE.
b. Service Outages Due to Internet Outage or Suspension or Disconnection of Service.
Service outages or suspensions or disconnections of REYNWOOD HOSTED VOIP SERVICE by REYNWOOD COMMUNICATIONS will prevent all REYNWOOD HOSTED VOIP SERVICE, including REYNWOOD E911 SERVICE, from functioning. You acknowledge and understand that the REYNWOOD HOSTED VOIP SERVICE and E911 Service requires a fully functional broadband connection to the Internet.
c. Other Service Outages.
If there is a service outage for any reason, such outage will prevent all REYNWOOD HOSTED VOIP SERVICE, including REYNWOOD E911 SERVICE, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement
Network Congestion & Reduced Speed.
There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 call made utilizing REYNWOOD HOSTED VOIP SERVICE as compared to traditional 911 dialing over traditional public telephone networks.
Disclaimer of Liability and Indemnification.
REYNWOOD COMMUNICATIONS does not have any control over whether, or the manner in which, calls using the REYNWOOD E911 SERVICE are answered or addressed by any local emergency response center. REYNWOOD COMMUNICATIONS disclaims all responsibility for the conduct of local emergency response centers and the national emergency calling center. REYNWOOD COMMUNICATIONS relies on third parties to assist us in routing 911 calls to local emergency response centers and to a national emergency calling center. REYNWOOD COMMUNICATIONS disclaims any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result.
You acknowledge and understand that REYNWOOD COMMUNICATIONS will not be liable for any REYNWOOD HOSTED VOIP SERVICE outage and/or inability to dial 911 using the REYNWOOD HOSTED VOIP SERVICE or to access emergency service personnel due to the characteristics and limitation of the REYNWOOD HOSTED VOIP SERVICE as set forth in this document. You agree to defend, indemnify, and hold harmless REYNWOOD COMMUNICATIONS, its officers, directors, employees, affiliates, and agents and any other service provider who furnishes services to you in connection with the REYNWOOD HOSTED VOIP SERVICE, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, reasonable attorney fees) by, or on behalf of, you or any third party user of the REYNWOOD HOSTED VOIP SERVICE relating to the absence, failure or outage of the REYNWOOD HOSTED VOIP SERVICE, including those related to the REYNWOOD E911 SERVICE, incorrectly routed REYNWOOD E911 SERVICE calls, and/or the inability of any user of the REYNWOOD HOSTED VOIP SERVICE to be able to use REYNWOOD E911 SERVICE or access emergency service personnel.
Alternate 911 Arrangements.
You acknowledge that REYNWOOD COMMUNICATIONS does not offer Lifeline service, and that if you are not comfortable with the limitations of the REYNWOOD E911 SERVICE, REYNWOOD COMMUNICATIONS strongly recommends that you always have an alternative means of accessing emergency service.