The following definitions apply to the following agreements and constitute part of each agreement unless explicitly defined differently in a document signed by both Parties:
The Master Services Agreement (Communications) and any exhibits;
The Reseller Agreement (Communications) and any exhibits;
Service Orders, whether issued under the Master Services Agreement (Communications), Reseller Agreement (Communications), or independently;
ITC’s Terms & Conditions (Communications);
ITC’s Acceptable Use Policy; and
Any other agreement between the Parties for VSAT telecommunications services that does not explicitly exclude application of these ITC Definitions (Communications).
“Acceptable Use Policy” or “AUP” means ITC’s policy regarding use of Network Services, applicable to all End Users, as ITC may update from time to time without notice, available at https://www.itcglobal.com/acceptable-use.
“Acceptance Certificate” means a written confirmation of acceptance of installation of the Network Services, executed by Company’s authorized representative.
“Acceptance Date” means the earlier of (i) Company’s signature of the Acceptance Certificate or (ii) forty-eight (48) hours from completion of installation of Network Services, in the event that Company has not then provided ITC with an Acceptance Certificate.
“ADE” means above-deck equipment consisting of a VSAT antenna system.
“Affiliate(s)” means a parent or subsidiary of a Party or an entity under common Control of a parent or subsidiary of a Party.
“Agreement” means (i) the applicable MSA or RA, (ii) ITC’s Terms & Conditions (Communications), (iii) any applicable Service Orders, (iv) ITC’s Acceptable Use Policy, and (v) ITC’s Definitions (Communications), taken together. Any reference to the Agreement includes any of the component documents individually or collectively, as applicable.
“BDE” means below-deck equipment needed to operate the Network Services, as specified in the ITC’s standard Equipment List.
“CIR” means the committed information rate, which is a guaranteed, uncontended bandwidth amount stated in either kilobits per second (kbps) or megabits per second (mbps).
“Confidential Information” means all confidential or proprietary information of either Party (i) relevant to performance of the Agreement, (ii) disclosed in furtherance of the Agreement, and (iii) that the Disclosing Party labels as Confidential Information. If Confidential Information is disclosed visually, orally, demonstratively, or in any other intangible medium, the Disclosing Party shall notify the Receiving Party of the Confidential Information at the time of disclosure and shall summarize in writing the relevant Confidential Information and send it to Receiving Party within 30 days after disclosure.
“Control” means (i) the ownership, directly or indirectly, of fifty one percent or more of the voting rights in a legal entity or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by agreement, or otherwise.
“Control Agreement” means the applicable MSA or RA under which the Parties issue a given Service Order.
“Coverage Area” means the country or region in which ITC will provide Network Services, as specified in ITC’s coverage maps (provided separately to Company upon request and updated from time to time) or as otherwise specified in the applicable Service Order.
“Company Group” means Company, Company’s Affiliates, and the officers, directors, employees, representatives, insurers, consultants, and agents of each of the foregoing.
“Company” means the purchaser of Network Services from ITC.
“Disclosing Party” means the Party disclosing Confidential Information.
“Disputed Amount” means the amount on an invoice Company disputes.
“Due Date” means the date specified in the Implementation Schedule by when the Network Services will be operational.
“End User” means the final purchaser that has acquired the Network Services for its own use and not for resale, remarketing, or distribution and all individual users of the Service.
“Equipment” means equipment, sold or rented to Company by ITC, associated with satellite, terrestrial, or wireless services.
“Events of Force Majeure” means causes beyond a Party's reasonable control that cannot be prevented or avoided by the exercise of reasonable diligence, including, without limitation, strike, labor unrest or stoppage, natural-cause fires or explosion, accident, flood, civil disorder, sun-outage, atmospheric or extraordinary weather conditions (including lightning strikes), satellite or terrestrial interference/failure acts of God, wars, and rule or acts of government or any federal, state, local, public, or administrative authority.
“Expedite Fees” means fees related to Equipment delivery, moves, additions, and changes arising out of or related to Company’s request that such moves, additions, or changes be executed in a shorter time-frame.
“Facilities” means local exchange, backhaul, interexchange, or bypass carrier facilities to terminate Company’s calls to Company’s designated location.
“Implementation Schedule” means the schedule agreed on by the Parties in writing for the provision of the Network Services, which must include the Due Date.
“Improper Illumination” means any of the following: (i) transmissions other than as specifically authorized in writing by ITC, (ii) transmissions of an incorrect frequency, (iii) transmissions at excessive power levels, or (iv) any transmission or operation that could cause harm to, or interference on, any transponder or space segment on any satellite.
“Importer of Record” means the Party responsible for clearing the Equipment through applicable customs.
“Installation Guidelines” means any installation requirements specified by ITC or as may be generally incorporated by reference into any document.
“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (i) patents, (ii) trademarks, (iii) internet domain names, (iv) copyrights and copyrightable works, including, without limitation, software and firmware, (v) trade secrets, and (vi) all industrial or other intellectual property rights and all rights, interests, and protections that are associated with any of the foregoing.
“ITC” means the ITC entity specified in the applicable MSA, RA, or Service Order.
“ITC Group” means ITC, its Affiliates, and the officers, directors, employees, representatives, insurers, consultants, and agents of each of the foregoing.
“Long-Distance Rates” or “LD Rates” means the long-distance calling rate table assigned to ITC’s TalkingSIP platform.
“Maintenance Window” means the time period(s) during which ITC will perform network maintenance, including, without limitation, software/firmware upgrades, radio frequency equipment maintenance, teleport/hub upgrades, terrestrial interconnection upgrades, or other preventative maintenance, which may temporarily suspend Service for Company, while the maintenance is being performed.
“MIR” means maximum information rate, and is the bandwidth level that an End User may temporarily use above the CIR. MIR is not guaranteed and provided on an as available basis.
“MSA” or “Master Services Agreement” means the Master Services Agreement (Communications) executed by the Parties.
“Network Services” means the Equipment and Services, collectively or individually as applicable.
“Nonconforming Goods” means Equipment that, in ITC’s sole discretionary determination, do not conform to the requirements of the applicable Service Order.
“PBX” means private branch exchange system to connect and switch End User calls within a limited number of external phone lines.
“Person” means any natural or legal person.
“Personal Data” means information that (a) pertains to any living individual person, (b) identifies or can be used to identify, locate, or contact that individual alone or when combined with other personal or identifying information that is or can be associated with that specific individual and (c) is subject to protection by any applicable laws.
“PSTN” means the public circuit switched telephone network.
“Equipment Price(s)” means prices for Equipment as described in Exhibit B of the RA.
“RA” or “Reseller Agreement” means the Reseller Agreement (Communications) executed by the Parties.
“Receiving Party” means the Party receiving Confidential Information.
“Reseller Personnel” means any Person acting on behalf of Reseller, including, without limitation, employees, officers, directors, agents, independent contractors, interns, volunteers, or subcontractors.
“Satellite Space Segment” means satellite based bandwidth.
“Satellite Supplier(s)” means third party suppliers of Satellite Space Segment.
“Service Order” or “SO” means the agreement executed by the Parties to provide Network Services, which must specify the Due Date, Coverage Area/site location, applicable Network Services and prices, and all relevant technical details, and which must be substantially in the form of the samples attached to the Control Agreement (if applicable).
“Service Order Term” means the term of a Service Order, which begins on the commencement date stated in that Service Order and continues for the term stated in that Service Order, until its expiration or termination.
“Service Prices” means the rates for Service as described in the RA.
“Services” or “Service” means telecommunications services provided by ITC, including associated support services, such as providing technicians to repair Equipment or troubleshoot issues.
“Stand-By Time” means the amount of hours, or portion thereof, incurred by ITC while waiting for transport to and from a Company location or access to Company’s premises.
“Supplier Agreements” means agreements with third parties through which ITC rents satellite capacity or procures related services.
“Termination Fee” means the fee, as liquidated damages and not as a penalty, owed by Company upon elective termination of Network Services, equal to the balance of the applicable remaining Service Order Term (in months or pro-rated portions thereof) multiplied by the monthly recurring fees for the terminated Network Services.
“Terms & Conditions,” “Terms and Conditions,” “T&Cs,” or “T&C” means ITC’s Terms & Conditions (Communications), as ITC may update from time to time without notice.
“Terrestrial Connections & Services” means terrestrial networks or facilities.
“Terrestrial Contracts” means agreements between ITC and Terrestrial Suppliers.
“Terrestrial Suppliers” means third party suppliers of Terrestrial Connections & Services.
“Territory” means the territory described in the RA.
“Trademarks” means the ITC trademarks, trade names, service marks, names, and designs owned by or licensed to ITC and used in connection with Network Services in the Territory.
“Vessel” means any watercraft where ITC delivers Network Services.
“VSAT” means very small aperture terminal through which inbound and outbound telecommunications services are provided.