Last updated: October 2026
The following terms and conditions are applicable to all Sales Orders for Xtel Services:
These Terms and Conditions, and any Sales Order(s), Change Order(s), Statement of Work, or Third-Party Software Addenda referenced or attached hereto (together the “Agreement”) are effective on the “Effective Date”, set forth as either the date of customer signature on the Sales Order or MACD (moves, adds, or changes) Order or Service Installation Date (as defined below), whichever occurs last.
For all Voice and Hosted PBX services, the Service Installation Date is defined as the date which voice calls can be successfully made and completed. For all Data and Internet services, the Service Installation Date is the date the circuit is physically installed at the customer location. If any combination of Voice, Hosted PBX, Data circuits, or Internet services are incorporated within this Agreement, then multiple Service Installation Dates may apply.
The Agreement will continue for the term set forth in the Sales Order (the “Term”) from the Effective Date or until either terminated pursuant to Section 18 below or replaced with a new agreement. Upon expiration of the Term, this Agreement will automatically renew for consecutive periods equivalent to the initial Term (each, a “Renewal Term”) until either party provides the other party with written notification of their intent not to renew. Such notification must be provided within ninety (90) days prior to the end of the Term then in effect.
In the event a Customer provides written notice of its intent not to renew but does not terminate any Voice, Hosted PBX, Data, Internet, Third-Party Services (as defined herein) or any other service offered by Xtel hereunder (collectively, the “Services”), Xtel shall have the option of continuing to provide such Services on a month-to-month basis, priced at Xtel’s then current monthly rates. In the event Customer elects to disconnect the Service, Customer shall provide written notice to Xtel specifying the services to be disconnected (“Letter of Disconnect”) directly to the email address: disconnect@xtel.net and the disconnect shall be effective forty-five (45) days from the date of Xtel’s receipt thereof. Customer will continue to be billed for the Service for forty-five (45) days after Xtel receives the Letter of Disconnect.
Xtel may offer Customer third-party software or services (“Third-Party Services”) through Xtel’s third-party licensors (“Third-Party Licensors”) under a Sales Order or Statement of Work. Such Third-Party Services shall be subject to these Terms and Conditions as well as any Third-Party Licensor terms incorporated into an addendum for such Third-Party Software (each, a “Third-Party Services Addendum”).
Xtel makes no representations or warranties with respect to the eligibility or ineligibility of the Service(s) for federal E-Rate support or for other governmental and quasi-governmental telecommunications/Internet discounts or entitlements (collectively “E-Rate Funding”).
2.1 Customer is responsible for paying all charges that apply to the Services ordered on a Sales Order or Service Order or used on a per-use basis by Customer, including items such as features, installation, labor (including Service Order base fees), repair, long distance, and directory or operator assistance as specified on the Sales Order or set forth in Xtel’s Price Lists or Tariffs.
2.2 Customer is responsible for all shipping charges, sales and use taxes, and all other taxes (to be allocated pro rata among customers, as applicable), regulatory charges, surcharges, credit card fees, fees, and assessments that apply to this Agreement and the sale and use of Services which may be levied at any time during a customer’s initial or Renewal Term.
2.3 Customer may be required to pay a deposit or prepay for services, as set forth in Section 5.
2.4 Xtel will bill Customer monthly for the Services ordered. Billing at a location will begin upon the Installation Date (which may be the date that an access circuit is installed). If multiple Customer locations will have service installations, billing may commence for a location regardless of the installation status at the other locations.
2.5 Billing may commence thirty (30) days after delivery of the applicable facility and/or equipment to the Customer premises (if the delay in connection of the facility and/or equipment is due to Customer or its agent). Equipment sold to the Customer will be billed upon the signature date of the Sales Order. Xtel may choose to bill in full monthly increments with no proration for partial service periods when service either starts or ends in the middle of a billing cycle. Paper bills are available only upon request and for a monthly charge and billing for usage will round up to the next cent. All payments to Xtel will be made via ACH or credit card. If a credit card is used, a credit card fee will be assessed. ACH and credit card transactions can be initiated via Xtel’s Customer Portal. ACH payments can also be made directly to Xtel using our ABA and bank account numbers which will be furnished upon request. All taxes, surcharges, rates, fees, and product fees are subject to change without notice based on changes to Federal and State guidelines and regulations and all applicable tariffs and publicly available terms and conditions, as well as increased network and billing charges.
2.6 In the event Xtel’s Third-Party Licensors increase the fees for the Third-Party Software which Xtel resells, such increase (exclusive of applicable taxes) shall be passed to Customer effective the monthly bill notice following such increase, subject to Section 2.7 below.
2.7 Xtel may adjust the charges for Services upon the expiration of the initial or Renewal Term or by giving Customer at least thirty (30) days’ prior written notice, which may be satisfied by including notice of a monthly recurring charge modification in a Customer bill. Customer shall have thirty (30) days from receipt of such notice to cancel the applicable Service without further liability. Should Customer fail to cancel within such timeframe, Customer shall be deemed to have accepted the modified Service pricing.
2.8 Xtel may, in its sole discretion, assess reasonable time and material charges if a Customer reports an issue to Xtel that requires a service dispatch and no trouble is found in Xtel’s or its partners’ facilities and/or network, or with any Xtel managed customer premise equipment.
2.9 Customer acknowledges that certain Services, including but not limited to cybersecurity services, voice and communications services, and other managed or platform-based offerings, are priced based on usage metrics such as users, endpoints, mailboxes, channels, call paths, or other measurable units (“Usage Metrics“).
Notwithstanding any quantities listed in a Sales Order or Service Order, Xtel will measure actual usage and/or implemented Services through its systems, its providers, or integrated tools, and such measurements shall be authoritative for billing purposes.
Billing for such Services shall be based on the Services actually implemented, activated, or in use within the Customer environment, as determined by Xtel and/or its providers, provided that Customer shall be billed no less than the minimum quantities, commitments, or monthly recurring charges specified in the applicable Sales Order.
If Customer’s actual usage or implemented Services exceed the quantities set forth in the applicable Sales Order, Xtel may invoice such excess usage at the applicable contracted rates, or if not defined, at Xtel’s then-current standard rates, retroactive to the date such excess began.
Customer remains responsible for all Services actually consumed or implemented, regardless of reporting accuracy, and no additional Customer approval is required for billing adjustments consistent with this Agreement.
To dispute a charge, Customer must timely pay all undisputed charges and deliver to Xtel in writing the specific basis for such dispute, together with all substantiating documentation, within thirty (30) days after the date on the bill. If Customer does not follow this dispute process, the dispute shall be deemed waived. Each party has the right to discuss issues directly with the other party and Xtel may refuse to discuss issues through Customer’s external representative.
All amounts due Xtel are payable in full within thirty (30) days from the date of the invoice. If Xtel does not receive full payment when due or does not receive payment in immediately available funds, Xtel will add a late payment fee of 1.5%, or the maximum rate allowable by law, to the amounts owed and will calculate such fee as the total owed times the interest rate. A returned check fee of $35 may additionally apply. Xtel may accept any payments Customer marks as being “payment in full” or as being settlement of any dispute without waiving any rights Xtel has to collect the full payments from Customer. Customer is responsible for paying all costs and fees Xtel incurs as a result of collecting Customer’s unpaid charges, including attorney’s fees.
Customer authorizes Xtel to ask credit-reporting agencies for Customer’s credit information. Xtel, in its sole discretion, may deny Services based upon an unsatisfactory credit history or require Customer to submit an initial security deposit and/or advance payment. An additional deposit and/or advance payment may be required if Customer increases Services or Customer’s credit rating changes. The deposit will not bear interest unless explicitly required by law. The deposit will be refunded if satisfactory credit has been established or upon termination of this Agreement for any reason, except that Xtel at its discretion may apply the deposit to any amount due and unpaid by Customer.
Customer is responsible for providing an environment that is suitable for the Services, including equipment that is compatible with Xtel’s network. Customer shall provide Xtel with the correct address to obtain Services because Xtel relies on such information to determine which taxes, fees, surcharges and assessments apply to Services. If Customer does not provide a valid or correct address, Customer will be responsible for any resulting taxes, fees, surcharges, assessments and penalties related thereto. Customer will notify Xtel if Customer’s address changes, in which case Xtel may either (a) terminate the affected Services; or (b) allow Customer to provide sixty (60) days’ advance notice to Xtel to move Services to a new location and pay any applicable installation charges. Customer will enter into a new Agreement for such new location or Xtel will apply the liquidated damages set forth in Section 19 for the terminated location. Charges could apply and monthly fees may be affected for moves.
Any equipment installed by Xtel on Customer’s premises that is not the subject of a sale to Customer (such as the switches, gateway devices, routers, phones and interface cards, if applicable) shall remain at all times the property of Xtel. At any time, Xtel may remove or change Xtel equipment in its sole discretion in connection with providing the Services. Customer shall not move, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any Xtel equipment or permit others to do so, and shall not use the Xtel equipment for any purpose other than that authorized by the Agreement.
Xtel shall be responsible for the maintenance and repair of the equipment unless it is damaged as a result of the action or inaction of Customer or the Customer’s employees or agents, in which case Customer shall reimburse Xtel for the cost of any necessary repairs or replacement. Customer shall provide Xtel reasonable access to the equipment for purposes of repair, maintenance, removal or otherwise.
If Xtel does not have access to Customer’s premises within thirty (30) days after Customer terminates with Xtel or the Customer does not send the equipment back to Xtel within thirty (30) days after termination, Customer shall reimburse Xtel for the full purchase price of the equipment as well as any attorney’s fees and costs. Xtel equipment, including but not limited to leased equipment, shall be used exclusively for the purpose of providing the Services pursuant to this Agreement unless otherwise agreed to in writing by the parties.
Xtel shall have no obligation to install, maintain, repair, or replace Customer-provided equipment or equipment sold to Customer unless otherwise agreed to in writing by the parties. If, on responding to a Customer-initiated service call, Xtel determines that the cause of the service deficiency was a failure, malfunction or inadequacy of equipment other than Xtel’s equipment, Customer shall compensate Xtel for actual time and materials expended during the service call. All manufacturer-expressed warranties for Customer-provided equipment or equipment sold to Customer, and the enforcement of manufacturer warranties, are solely up to the manufacturer and the Customer. Xtel shall have no obligation to enforce manufacturer-expressed warranties.
Customer is solely responsible for disconnecting Services with its current service provider. Xtel is not responsible for any charges assessed against Customer by such provider. Customer shall pay all charges if Xtel or a third-party provider is required to undertake special construction for Customer, including but not limited to extending the demarcation point or creating a fiber pathway. Unless Xtel specifically agrees in writing to undertake equipment installation and maintenance work, Customer is responsible for all charges assessed by its phone system vendor and other third parties in connection with the installation of the Services and Xtel shall have no responsibility for maintenance or repair of same.
Xtel cannot guarantee speeds or uninterrupted, error-free service. Internet speeds are distance and location-sensitive and speed will vary based on factors such as the condition of wiring inside a specific location, computer configuration, network or Internet congestion, the server speed of the Web sites accessed, and other factors.
Xtel assigns IP addresses to its customers for use with certain IP/data-based Services. The Customer must be able to exhibit at least 80% utilization of all assigned IP addresses. Xtel reserves the right to repossess IP Addresses if utilization falls below 80% utilization. Xtel shall retain any assigned public IP address when a Customer’s service is terminated. Xtel and Customer agree that assigned addresses are “non-portable” and other providers are not allowed to route these addresses. Customer who has their own IP addresses, which are allocated directly from American Registry for Internet Numbers (ARIN), will be ported/routed by Xtel where reasonably possible. However, Xtel cannot guarantee the portability/routability of these addresses beyond its own backbone and to the Internet in general. Xtel reserves the right to modify its IP Address allocation Policy without notice.
Xtel supports the free flow of information and ideas over the Internet. Xtel does not actively monitor nor does Xtel exercise editorial control over the content of any website, electronic mail transmission, mailing list, News Group or other material created or accessible over Xtel networks. However, Xtel reserves the right to remove any materials, that, in Xtel’s sole discretion, are potentially illegal, may subject Xtel to liability, or violate this Acceptable Use Policy (“AUP”). Such materials may include, but are not limited to, material that is inappropriate, obscene (including child pornography), defamatory, libelous, threatening, abusive, hateful, or excessively violent and/or material that infringes, misappropriates, or otherwise violates anyone’s rights (including intellectual property, privacy, personality, publicity, or otherwise).
In addition to the prohibitions described above, Services (including any device, system, network, or account used in connection with the Services) may not be used for the following purposes:
Any violation of this Policy may result in the suspension or cancellation of Xtel services without liability to Xtel. For the avoidance of doubt, Third-Party Services may be subject to their own use restrictions as set forth in a Third-Party Services Addendum.
XTEL WILL IN NO EVENT BE LIABLE OR RESPONSIBLE FOR THE INTERNET OR ANY INFORMATION CONTAINED THEREON. XTEL DOES NOT WARRANT AND DOES NOT ASSUME ANY LIABILITY FOR ANY CONSEQUENCES SUFFERED BY ANY PERSON AS A RESULT OF OBTAINING INTERNET ACCESS, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM INTERNET CONTENT OR FROM COMPUTER VIRUSES.
Using Xtel services and equipment for illegal purposes or in support of illegal activities is strictly prohibited. Xtel reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrong. Activities which are in violation of any local, state, or federal laws, statutes, regulations, treaties and/or tariffs would constitute a flagrant violation of the AUP. Should any Customer activity threaten the integrity of or threaten to adversely affect Xtel’s network, Xtel shall be allowed to take steps to reduce or contain the damage, including termination or suspension of the DIA Service.
Xtel prohibits the transmission, distribution, or storage of unwanted or offensive content. Prohibited transmissions include, without limitation, viruses, trojan horse programs, messages that include character sequences intended to control the recipient’s computer or display screen, make-money fast schemes, pyramid or chain letters, fraudulent offers, threats, harassment, defamation, postings to a newsgroup in violation of its rules, charter or FAQ, unsolicited advertising (whether commercial or informational) and unsolicited e-mail (“SPAM”). Xtel strongly opposes SPAM, which floods the Internet with unwanted and unsolicited e-mail and deteriorates the performance and availability of the Xtel network. All forms of SPAM, and all activities that have the effect of facilitating SPAM, are strictly prohibited. Violation of this provision will result in termination of any applicable Service Attachment and/or Customer’s entire Master Agreement. Xtel shall be allowed to take any action it deems necessary to prevent the transmission, distribution, or storage of SPAM.
Xtel is not liable for any damages Customer may incur as a result of the unauthorized use of Customer’s network facilities. In no event will Xtel be liable for protection of Customer’s network, transmission facilities or equipment from unauthorized access, or for any unauthorized access to or alteration, theft or destruction of Customer’s data files, programs, procedure, information or other network elements or content through fraudulent means or devices. Xtel shall have the right, but not the obligation, to immediately deactivate Customer’s services in the event Xtel reasonably believes such service is the subject of theft or fraud.
Xtel limits the information collected from Customer to what is needed for conducting business, including the offering of products and services by Xtel or by third parties that might be of interest to Customer. Customer may choose to provide personal information to Xtel in a number of ways: in person, telephonically or electronically via email or our websites. Xtel does not sell Customer’s personal information to any third parties. Xtel does not process Customer data, including persona data, in relation to any Third-Party Services. The processing of Customer data, including personal data, by Third-Party Services shall be subject to terms and conditions, privacy policies and/or data processing agreements of the applicable Third-Party Licensor as greater described in a Third-Party Services Addendum.
Customer must notify Xtel of all restrictions, requirements, and reporting obligations to which Xtel could become subject pursuant to the ARRA before Xtel provisions Services to Customer. Customer will not use ARRA or stimulus funds, grants, or loans, in whole or in part, to support its performance under this Agreement without Xtel’s prior written consent regarding any specifically applicable ARRA terms. If Customer fails to provide such prior written notice to Xtel of ARRA or stimulus funding or if Xtel does not consent to the use of such funding, then Xtel has the right, in its sole discretion, to reject any order or terminate this Agreement and/or any applicable Services, without liability or obligation to Xtel.
This Agreement, the documents incorporated by reference and any Third-Party Services Addenda entered between the parties constitute the parties’ entire Agreement. This Agreement and any Addendums hereto may be amended only in writing and signed by authorized representatives of each party. This Agreement and its incorporated documents supersede any and all statements or promises made to Customer by any Xtel employee or agent. This Agreement may be signed in counterparts, and facsimile or electronic scanned copies may be treated as original signatures. Xtel also may execute this Agreement via a verifiable electronic signature.
Xtel may terminate this Agreement or Sales Order, Change Order or Statement of Work by providing at least ninety (90) days’ notice prior to the end of the initial Term or a Renewal Term or if the Customer is in breach of any material provision of this Agreement and fails to cure within thirty (30) days after written notice. Customer may terminate this Agreement pursuant to Section 1, Term and Renewal. Customer may also terminate this Agreement if Xtel is in breach of any material provision of this Agreement and fails to cure within thirty (30) days after written notice. Notwithstanding, unless prohibited by law, in the event of Customer’s nonpayment, Customer shall have ten (10) days to cure after written notice. Customer’s right to terminate for cause is limited to termination of the affected Services at the affected location only.
Xtel may limit, interrupt or terminate Services immediately if: (a) after any required notice, Customer has not paid for Services; or (b) if in Xtel’s sole discretion it determines that Customer or others have used the Services in an adverse manner that affects Xtel’s network or other customers; or (c) if in Xtel’s sole discretion it determines that Customer or others have used the Services fraudulently or unlawfully while on Customer’s premises or while the Services are under Customer’s control; or (d) if in Xtel’s sole discretion it determines that Customer or others have used the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services, including but not limited to excessive usage or minutes in an unlimited Service; or (e) Customer resells any Services or uses the Services to aggregate other persons’ traffic; or (f) Customer uses the Services for its own end users and/or customers as a telecommunications provider or any other kind of provider.
In addition to the termination rights of Xtel set forth above, if in Xtel’s sole discretion it determines that Customer or others have used the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services (including, but not limited to, circumstances in which Xtel is receiving traffic from Customer that originates from a location other than the local calling area associated with the Customer’s service location, when 10% or more of Customer’s calls are 6 seconds or less, and/or when more than 40% of call attempts are uncompleted per trunk group and DS0/DS0 equivalent), Xtel may: (v) charge long-distance charges for such traffic and any additional charges necessary to recoup its administrative costs and any charges from other carriers; (w) charge an additional price per minute in Xtel’s discretion for each call that violates this provision; (x) restrict or cancel use or convert Customer to another plan; (y) require Customer to pay for the excessive use immediately and make a deposit; and/or (z) void any applicable price guarantee.
Xtel may restore service if Customer corrects the violation and pays all outstanding amounts owed, including restoration charges.
For Ethernet Internet Access services, MPLS, Ethernet Private Line, Virtual Private Network/Virtual LAN Services, or any bundled Service which includes such services as a component, Xtel shall verify the availability of facilities, and if Xtel determines in its sole discretion that facilities are not economically or technically feasible, Xtel has the right to terminate this Agreement without liability.
19.1 Pre-Installation – If Customer terminates this Agreement after the Effective Date but prior to the installation of Service(s), Customer will pay Xtel a Pre-Installation Cancellation Charge (Cancellation Charge) equal to three months of monthly recurring charges (“MRC”), except that if Xtel’s costs to other providers are greater than this amount, Customer shall also reimburse Xtel for such costs. Customer agrees that the Cancellation Charge is a reasonable measure of the administrative costs and other fees incurred by Xtel to prepare for installation. The Cancellation Charge set forth in this Section 19(a) is in lieu of the charges set forth in 19(b) below for post-installation cancellations.
19.2 Post-Installation – CUSTOMER UNDERSTANDS THAT ITS RATES ARE BASED UPON ITS COMMITMENT TO PURCHASE SERVICES FOR THE TERM OR RENEWAL TERM. AS SUCH, IF CUSTOMER TERMINATES THIS AGREEMENT AFTER INSTALLATION DURING THE INITIAL OR RENEWAL TERM FOR ANY REASON OTHER THAN FOR CAUSE, OR AS A RESULT OF XTEL’S TERMINATION FOR CUSTOMER’S BREACH, CUSTOMER SHALL PAY TO XTEL AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY, AT XTEL’S ELECTION EITHER (I) AN AMOUNT EQUAL TO 100% OF THE MRC MULTIPLIED BY THE NUMBER OF MONTHS REMAINING IN THE THEN-CURRENT TERM OR RENEWAL TERM (“LIQUIDATED DAMAGES”), OR (II) 100% OF THE MRC ON A MONTH-TO-MONTH BASIS FOR THE REMAINDER OF THE THEN-CURRENT TERM OR RENEWAL TERM. CUSTOMER ACKNOWLEDGES THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND SUCH LIQUIDATED DAMAGES REPRESENT A FAIR AND REASONABLE ESTIMATE OF THE DAMAGES WHICH MAY BE INCURRED BY XTEL, INCLUDING BUT NOT LIMITED TO ACTUAL EXPENSES INCURRED BY XTEL TO INITIATE OR TERMINATE THE SERVICES, THIRD PARTY COSTS, USE OF LIMITED NETWORK RESOURCES, INSTALLATION CHARGES WAIVED AND ANY DISCOUNTS OR CREDITS GRANTED.
If Customer’s Proposal includes Monthly Minimum Charges or Fees (“MMC” or “MMF”) and Customer terminates or disconnects any of its Services such that its actual usage at a location falls below the MMC or MMF for that location, at Xtel’s election, Customer shall pay either (i) the MMC or MMF on a month-to-month basis for the remainder of the then-current term or renewal term, or (ii) a lump sum equal to the MMC or MMF multiplied by the number of months remaining in the then-current term or renewal term, in lieu of the Liquidated Damages set forth above.
If Customer’s Proposal does not include MMC or MMF and Customer terminates or disconnects any of its Services such that its actual usage at a location falls below 100% of its original contracted rate for that location, at Xtel’s election, Customer shall pay either (i) 100% of the MRC on a month-to-month basis for the remainder of the then-current term or renewal term, or (ii) a lump sum equal to 100% of the MRC multiplied by the number of months remaining in the then-current term or renewal term, in lieu of the Liquidated Damages set forth above. In each case, Xtel shall notify Customer in writing of its election within 30 days of the triggering event. If Xtel does not provide written notice within such period, Xtel shall be deemed to have elected the month-to-month payment obligation.
Additionally, if Customer received a bundled rate for the disconnected Service(s), then Customer’s charges may be adjusted by Xtel to the unbundled service rates.
20.1 XTEL’S LIABILITY FOR SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER FORESEEABLE OR IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED CUSTOMER’S MRC DURING ONE (1) MONTH PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED. IF CUSTOMER’S SERVICE IS INTERRUPTED, XTEL’S LIABILITY WILL BE LIMITED TO A PRO-RATA CREDIT FOR THE PERIOD OF INTERRUPTION. UNDER NO CIRCUMSTANCES WILL XTEL BE LIABLE FOR: (i) ANY ACCIDENT OR INJURY CAUSED BY SERVICES; (ii) ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS DATA); (iii) ANY PUNITIVE OR EXEMPLARY DAMAGES; (iv) THE COST OF ALTERNATIVE SERVICE; (v) ATTORNEY’S FEES; OR (vi) ANY DELAY OR FAILURE TO PERFORM UNDER THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SERVICE INTERRUPTIONS) DUE TO CAUSES BEYOND XTEL’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO, STRIKES, LOCKOUTS, OTHER LABOR UNREST, CABLE CUTS OR COMMON CARRIER DELAYS.
20.2 IN NO EVENT SHALL XTEL, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS, OR ANY THIRD-PARTY LICENSOR, BE LIABLE FOR ANY LOSS, DAMAGE OR CLAIM ARISING OUT OF OR RELATED TO: (i) ANY ACT OR OMISSION OF CUSTOMER, ITS USERS OR THIRD PARTIES; (ii) INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; (iii) LOSS OR DESTRUCTION OF ANY CUSTOMER HARDWARE, SOFTWARE, FILES OR DATA RESULTING FROM ANY VIRUS OR OTHER HARMFUL FEATURE OR FROM ANY ATTEMPT TO REMOVE IT; (iv) MISUSED OR STOLEN SERVICES; OR (v) LOSSES OR DAMAGES TO CUSTOMER’S BUSINESS OR DATA ARISING OUT OF THE FAILURE OF XTEL FIREWALL SERVICES.
20.3 EACH PARTY WILL DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD-PARTY CLAIMS ARISING OUT OF THE INDEMNIFYING PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT.
21.1 Each party represents that: (i) they are a valid legal entity in good standing under the laws of the jurisdiction in which they are organized; (ii) they have full power and authority to enter into this Agreement, which will create a binding agreement between the parties; and (iii) the performance by the parties hereunder will not violate any obligation or duty owed to a third party.
21.2 Customer acknowledges that Xtel only delivers Third-Party Services subject to the applicable Third-Party Services Addendum, which may contain a limited warranty from the Third-Party Licensor. All of Customer’s rights and remedies with respect to the license grant, use restrictions, warranty, limitation of liability and indemnity for such Third-Party Services will be governed by the applicable Third-Party Services Addendum or other documentation referenced therein. The Third-Party Services Addendum will outline all warranties and representations with respect to the subscribed to Third-Party Services. Xtel does not make any representations or warranties relating to any Third-Party Services.
21.3 EXCEPT AS STATED IN THIS SECTION 21 OR THE APPLICABLE THIRD-PARTY SERVICES ADDENDUM, ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY ARISING BY COURSE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, XTEL DOES NOT WARRANT THAT ITS SERVICES, EQUIPMENT, OR ANY SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF LATENCY OR DELAY. XTEL FURTHER DOES NOT WARRANT THAT ANY CYBER-SECURITY SERVICES, INCLUDING FIREWALL SERVICES, WILL PREVENT ALL UNAUTHORIZED ACCESS BY THIRD PARTIES. NO ORAL OR WRITTEN ADVICE OR INFORMATION BY XTEL’S EMPLOYEES, AGENTS, CONTRACTORS, AND/OR VENDORS SHALL CREATE A WARRANTY, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION.
CUSTOMER ACKNOWLEDGES THAT CERTAIN SERVICES MAY NOT PROVIDE ACCESS TO 911 OR TRANSMIT THE LOCATION OR EXTENSION IF CUSTOMER ATTEMPTS TO ACCESS 911 IN AN EMERGENCY. Examples include voice-over Internet protocol, Hosted PBX, SIP Trunks, Centrex, and private branch exchange. Additionally, because T1s, VoIP, and Hosted PBX can cease operating during a power outage, Customer should have a basic business or copper line for elevator, alarm, E911 and other critical functions. By signing this Agreement, Customer acknowledges that Customer has read this disclosure. By proceeding with use of Services, Customer assumes all responsibility and risk of harm, loss, or damage if 911 access fails, is not possible, or does not provide the address, correct address, extension, or other information to emergency authorities.
Except when required to be filed with a governmental authority or as may otherwise be required by local, state, or federal freedom of information laws, the parties agree that the Sales Order(s), Change Order(s), and Statements of Work, contain proprietary and confidential information and shall not be disclosed publicly to any third party except such dealer(s) or agent(s) of Xtel that are negotiating with Customer in order to execute this Agreement.
In no event shall Xtel be liable for (i) any telephone numbers published or distributed by Customer prior to acceptance of Service at all of the locations covered under the Agreement; or (ii) for any directory publishing error.
Neither party shall be liable for damage or cost reimbursement for any failure of performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God, pandemic, fire, explosion, vandalism, cable cut, flood, storm, or other similar catastrophe, any law, order, regulation, direction, action or request of the government, or any department, agency, commission, court, or bureau of a government, or any civil or military authority, national emergency, insurrection, riot, war, strike, lockout, or work stoppage (each, a “Force Majeure Event“). The party claiming relief under this Section shall notify the other party of the occurrence or existence of the Force Majeure Event and of the termination of such event. In any event, each party shall cooperate to enable Xtel to remove its equipment, if any, and otherwise to cease providing Service(s) without undue cost or delay.
26.1 Notices and Electronic Communications. Any notice pursuant to this Agreement must be in writing and will be deemed properly given if hand delivered, mailed, or faxed to Customer at the address populated above or to Xtel at Xtel Communications, Inc., 10000 Midlantic Drive, Suite 410e, NJ 08054, or at such other address provided to the other party. CUSTOMER AGREES THAT XTEL MAY SEND ELECTRONIC MESSAGES TO CUSTOMER CONCERNING XTEL’S SERVICES.
26.2 Governing Law. The parties will negotiate in good faith in an effort to resolve any dispute, disagreement, or claim without resort to formal legal proceedings. This Agreement shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by the laws of the State of New Jersey.
26.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
26.4 Right to Equitable Relief. The parties agree that a material breach of the conditions of this Agreement may result in substantial damages to Xtel, which would be difficult, if not impossible, to ascertain and, by reason of that fact, the parties agree that in the event of any material breach, Xtel, its successors and assigns, shall have the right at its sole discretion to enforce the provisions of this Agreement by injunction or other proceedings in equity.
26.5 Assignment. Either party may assign this Agreement to an affiliate or acquirer of all or substantially all of its assets without any advance consent from the other party, but Customer shall provide Xtel with notice and complete all paperwork necessary to effectuate any change in ownership or other account changes. Otherwise, Customer may not assign its rights and obligations under this Agreement without Xtel’s advance written consent. Any attempted assignment in violation of this provision is void.
26.6 Third Party Beneficiaries. No third party shall be deemed a beneficiary of this Agreement.
26.7 Waiver. Either party’s failure to enforce any right or remedy available under this Agreement is not a waiver.
26.8 Severability. If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.
26.9 Survival. Sections 19 through 25 survive after this Agreement ends.
26.10 Handwritten Changes. Handwritten changes are not binding on either party.
26.11 Use of Products in U.S. Customer acknowledges that the transfer and use of products, services and technical information outside the United States are subject to U.S. export laws and regulations. Customer shall not use, distribute, transfer, or transmit the products, services, or technical information (even if incorporated into other products) except in compliance with U.S. export laws and regulations. At Xtel’s request, Customer shall sign written assurances and other export-related documents as may be required for Xtel to comply with U.S. export regulations.
26.12 Representation on Authority of Parties/Signatories. Each person signing this Agreement represents and warrants that he or she is duly authorized in accordance with its corporate governance documents and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized in accordance with its corporate governance documents and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.
AGENTIC ARTIFICIAL INTELLIGENCE (“AI”) ADDENDUM
This Agentic AI Addendum (this “Addendum”) is entered into as of {{Dte_es_:signer1:date}} (the “Effective Date”) by and between Xtel Communications, Inc. (“Xtel“) and the customer identified in the applicable Service Order (“Customer“). This Addendum is incorporated into and forms part of the Xtel Terms and Conditions, as may be amended from time to time (the “Terms”).
This Addendum supplements and, solely with respect to the subject matter hereof, prevails over any conflicting provision of the Terms or Sales Order. In all other respects, the Terms remain in full force and effect. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Terms.
The parties agree as follows:
For purposes of this Addendum, the following terms not defined elsewhere have the following meanings:
1.1 “Agentic AI Platform” means Xtel’s proprietary software platform, methodologies, and tooling used to design, document, build, train, and deploy AI Agents and AI Agent Frameworks for workflow automation.
1.2 “Workflow Information” means the information, process descriptions, business rules, decision logic, data flows, and other operational detail that Customer provides, demonstrates, or makes accessible to Xtel for the purpose of enabling Xtel to design and build an AI Agent Framework or AI Agent(s).
1.3 “Workflow Documentation” means the documentation Xtel creates, compiles, structures, and derives from Workflow Information using the Agentic AI Platform, including process maps, workflow schemas, prompts, agent instructions, and related technical artifacts.
1.4 “AI Agent Framework” means the underlying architecture, orchestration logic, models, prompt libraries, and reusable components Xtel develops using the Agentic AI Platform, whether or not built in connection with a specific Customer’s Workflow Information.
1.5 “AI Agent(s)” means the specific, configured automation agent(s) built for Customer using the AI Agent Framework and the applicable Workflow Documentation.
1.6 “Confidential Information” means the proprietary and confidential information described in Section 23 of the Terms, together with (a) Customer’s Workflow Information and any other non-public business, technical, or operational information Customer discloses to Xtel in connection with the Agentic AI Services, and (b) the Agentic AI Platform, the AI Agent Framework, the Workflow Documentation, and any other non-public business, technical, or operational information Xtel discloses to Customer in connection with the Agentic AI Services.
4.1 Customer Ownership of the Customer Application. As between the parties, and subject to Section 4.2, Customer owns all right, title, and interest in and to each Customer Application developed by Xtel specifically for Customer under an Application Development Sales Order, including the Customer’s Confidential Information, data, and content incorporated therein. Customer may use, modify, host, distribute, and otherwise exploit the Customer Application as it determines in its sole discretion, subject to the terms of the applicable Service Order and the Terms.
4.2 Reservation of Rights. Notwithstanding Section 4.1, Xtel retains the right to (a) keep and archive a version of the source code, object code, scripts, templates, libraries, and other technical components used to build the Customer Application (“Xtel Components“), and (b) reuse, modify, and enhance the Xtel Components in providing services to other customers or in Xtel’s own products and services, provided that in doing so Xtel does not use, disclose, or incorporate any of Customer’s Confidential Information, Customer data, or personally identifiable information (“PII“) contained in or derived from the Customer Application. For further clarity, Xtel retains all right, title, and interest in and to the Xtel Components, including as incorporated in the Customer Application, and Customer’s ownership of the Customer Application under Section 4.1 does not include any right, title, or interest in the Xtel Components. Xtel hereby grants Customer a non-exclusive, irrevocable, perpetual, royalty-free license to use the Xtel Components solely as incorporated in the Customer Application for Customer’s internal business purposes. Notwithstanding the foregoing, any licenses granted by Xtel herein shall automatically terminate upon (i) any uncured material breach by Customer of this Addendum, the Terms, or the applicable Service Order, or (ii) Customer’s failure to pay undisputed fees within thirty (30) days after written notice of nonpayment.
5.1 Customer’s Obligation to Provide Workflow Information. In order for Xtel to design and build an AI Agent Framework and/or AI Agent(s) for Customer, Customer must provide Xtel with reasonably complete and accurate Workflow Information regarding the business processes Customer wishes to automate. Customer acknowledges that the quality, completeness, and accuracy of the AI Agent(s) delivered depends on the Workflow Information Customer provides, and Xtel is not responsible for gaps or errors in the AI Agent(s) resulting from incomplete or inaccurate Workflow Information. Customer represents and warrants that it has all rights necessary to provide the Workflow Information to Xtel and that the Workflow Information, and Xtel’s use thereof as contemplated by this Addendum, does not and will not violate any applicable law or any third party’s intellectual property, privacy, or other rights.
5.2 Ownership of Workflow Documentation, AI Agent Framework, and AI Agent(s). As between the parties, Xtel owns all right, title, and interest in and to (a) the Agentic AI Platform, (b) the Workflow Documentation, (c) the AI Agent Framework, and (d) each AI Agent, including all intellectual property rights therein (collectively, “Xtel AI IP“). Customer’s provision of Workflow Information does not transfer any ownership interest in the resulting Workflow Documentation, AI Agent Framework, or AI Agent(s) to Customer.
5.3 License Grant to Customer. Subject to Customer’s payment of all applicable fees and continued compliance with the Terms and the applicable Sales Order, Xtel grants Customer a non-exclusive, non-transferable, revocable license during the term of the applicable Sales Order to access and use the AI Agent(s) built for Customer solely for Customer’s internal business operations. This Addendum does not grant Customer any right to access, copy, reverse engineer, or independently operate the underlying Agentic AI Platform, AI Agent Framework, or Workflow Documentation outside of Customer’s authorized use of the delivered AI Agent(s).
5.4 Customer Data, Confidential Information, and PII. Each party shall protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than a reasonable degree of care, and shall not disclose the other party’s Confidential Information to any third party except as necessary to perform its obligations under this Addendum or as required by law. Xtel’s ownership of the Workflow Documentation, AI Agent Framework, and AI Agent(s) under Section 5.2 does not include, and Xtel obtains no ownership interest in, Customer’s underlying Confidential Information, Customer data, or PII. Xtel may use Workflow Information to build, train, and improve the AI Agent Framework and Xtel AI IP generally (including for the benefit of other Xtel customers), provided that Xtel does not disclose, expose, or embed Customer’s Confidential Information or PII in any Xtel AI IP shared with or made available to any party other than Customer. Xtel will handle all Workflow Information in accordance with the confidentiality and data protection provisions of the Terms and any applicable Cybersecurity Addendum.
5.5 Residual Know-How. Notwithstanding anything to the contrary, Xtel may use the general knowledge, skills, techniques, and experience (excluding Customer’s Confidential Information and PII) gained while performing Agentic AI Services for Customer in the performance of similar services for other customers. Customer further grants Xtel a perpetual, irrevocable, worldwide, royalty-free right to use any feedback, suggestions, error reports, or performance data Customer provides regarding the AI Agent(s) or the Agentic AI Platform (“Feedback”) to develop, improve, and support the Agentic AI Platform, AI Agent Framework, and Xtel AI IP generally, provided that Feedback shall not be deemed to include Customer’s Confidential Information or PII.
5.6 Restrictions on Use. Customer shall not, and shall not permit any third party to: (a) use the AI Agent(s), the Agentic AI Platform, or any Xtel AI IP to develop, train, or improve any artificial intelligence or machine learning model or product, other than as expressly authorized by Xtel in writing; (b) resell, sublicense, distribute, or otherwise make the AI Agent(s) available to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, prompts, weights, or underlying architecture of the Agentic AI Platform or AI Agent Framework; or (d) use the AI Agent(s) in a manner that violates the Acceptable Use Policy set forth in the Terms or any applicable law. Customer is solely responsible for reviewing, testing, and validating any action, output, or recommendation of the AI Agent(s) before relying on it or deploying it in a production environment. Customer is solely responsible for ensuring that its specific use of the AI Agent(s) complies with all laws, regulations, and industry standards applicable to Customer’s business and use case, including any AI-specific or sector-specific regulatory requirements. If Xtel reasonably believes that Customer or any third party has breached this Section 5.6, Xtel may immediately suspend Customer’s access to the affected AI Agent(s) pending investigation and resolution, without liability to Customer, and shall notify Customer promptly of any such suspension. Upon reasonable prior notice, Xtel may audit Customer’s use of the AI Agent(s) to verify compliance with this Section 5.6, and Customer shall reasonably cooperate with any such audit.
CyFlare Security, Inc.
Third-Party Licensor Addendum
to the Xtel Communications, Inc. (“Xtel”) Terms and Conditions (“Terms and Conditions”)
This Third-Party Licensor Addendum (this “Addendum“) is entered into between Xtel Communications, Inc. (“Xtel” or “Reseller“) and the Customer identified in the applicable Sales Order. This Addendum forms part of and is incorporated into the Agreement and governs Customer’s access to and use of the CyFlare software and services resold by Xtel (the “Third-Party Services“).
Xtel resells the Third-Party Services as an authorized reseller of CyFlare. Xtel is not the developer, publisher, or operator of the Third-Party Services. Xtel acts as a commercial intermediary and, except as expressly stated herein, does not assume responsibility for the performance, security, availability, or data handling of the Third-Party Services.
This Addendum supplements and, solely with respect to the Third-Party Services described herein, prevails over conflicting provisions of the Agreement. In all other respects the Agreement remains in full force and effect. Any capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Terms and Conditions.
Customer’s access to and use of the Third-Party Services is subject to, and Customer hereby agrees to be bound by, the following CyFlare terms and conditions (collectively, the “Third-Party Licensor Terms”), each of which is incorporated into this Addendum by reference in the version in effect as of the Effective Date of the applicable Sales Order:
| End User Agreement / EULA | https://www.checkpoint.com/legal/ https://www.crowdstrike.com/en-us/legal/terms-conditions/ https://www.sentinelone.com/legal/ https://www.vicarius.io/terms-conditions-quote Data Spotlite, Inc., dba Cyrisma Application End User License Agreement attached hereto as Exhibit A, as may be amended from time to time |
| Privacy Policy | https://www.checkpoint.com/legal/ https://www.crowdstrike.com/en-us/legal/terms-conditions/ https://www.sentinelone.com/legal/ |
| Data Processing Addendum (“DPA”) | https://www.checkpoint.com/legal/ |
| Service Level Agreement (“SLA”) | https://www.checkpoint.com/legal/ |
| Warranty |
Customer acknowledges and agrees that: (a) the Third-Party Licensor Terms are legally binding between Customer and CyFlare (other than payment, invoicing, or Customer-initiated terminations or renewal terms, which are superseded by the Xtel Terms and Conditions); (b) the Third-Party Licensor Terms may contain warranties, indemnities, limitations of liability, and other terms that may be more favorable to Customer than the corresponding terms in the Agreement; and (c) to the extent of any conflict between the Third-Party Licensor Terms and the Agreement with respect to the Third-Party Services, the Third-Party Licensor Terms shall control, unless explicitly stated otherwise. Notwithstanding anything to the contrary in any Third-Party Licensor Terms, Xtel will invoice and collect payment from Customer for any Third-Party Services subscribed to by Customer under an Xtel Sales Order.
Third-Party Licensors may change Third-Party Licensor Terms at any time. Xtel will provide Customer with written notice of any material changes to the Third-Party Licensor Terms of which Xtel has actual knowledge. Customer is responsible for monitoring the Licensor Terms directly at the URLs above and for its own compliance with any updates. Customer’s use of the Third-Party Services after any changes to Third-Party Terms shall constitute Customer’s acceptance of such Third-Party Licensor Terms.
Subject to Customer’s compliance with the Agreement and the Third-Party Licensor Terms, Xtel grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Third-Party Services solely: (a) for Customer’s internal business purposes; (b) during the applicable subscription term specified in the Sales Order; and (c) up to the usage limits (users, servers, endpoints, assets, data volumes, or other metrics) specified in the Sales Order.
The parties acknowledge that CyFlare’s collection, use, and processing of Customer data and personal data in connection with the Third-Party Services is governed exclusively by the Third-Party Licensor’s DPA and Privacy Policy incorporated in Section 2 above. Xtel is not a party to that data processing relationship and does not assume data processor or controller obligations with respect to data processed by CyFlare.
Customer’s sole remedies with respect to data incidents, data breaches, or privacy violations attributable to the Third-Party Services are those provided under the Third-Party Licensor’s DPA and applicable law. Xtel’s shall have no liability for such incidents.
7.1 XTEL SHALL HAVE NO LIABILITY FOR: (A) THIRD-PARTY LICENSOR’S FAILURE TO MEET ITS SLA COMMITMENTS OR ANY OTHER OBLIGATIONS UNDER THE THIRD-PARTY LICENSOR TERMS; (B) DATA BREACHES OR SECURITY INCIDENTS ATTRIBUTABLE TO THE THIRD-PARTY LICENSOR’S SYSTEMS OR PERSONNEL; (C) THIRD-PARTY LICENSOR’S MODIFICATION, DISCONTINUATION, OR DEGRADATION OF THE THIRD-PARTY SERVICES; (D) CUSTOMER’S FAILURE TO COMPLY WITH THE THIRD-PARTY LICENSOR TERMS; OR (E) EVENTS OR CIRCUMSTANCES OUTSIDE XTEL’S REASONABLE CONTROL. CUSTOMER RELEASES XTEL AND SHALL HOLD XTEL HARMLESS FROM ANY DAMAGES OR LIABILITY ARISING OUT OF OR RELEATED TO THE THIRD-PARTY SERVICES.
Customer acknowledges that the Third-Party Licensor may, at any time and without prior notice to Xtel or Customer: (a) modify, update, or enhance the Third-Party Services; (b) change, reduce, or remove features or functionality; (c) update the Third-Party Licensor Terms; and (d) discontinue or sunset the Third-Party Services upon notice to resellers. Xtel shall have no liability for any such modifications or discontinuations.
Xtel will use commercially reasonable efforts to provide Customer with advance notice of material changes to the Third-Party Services or Third-Party Licensor Terms of which Xtel has actual knowledge. Customer’s continued use of the Third-Party Services following notice of a change constitutes acceptance of the modified Third-Party Licensor Terms.
