Morris Broadband Phone Service Customer Agreement
This Subscription Agreement constitutes the agreement ("Agreement") between MORRIS BROADBAND, LLC ("we," "us" or "MORRIS") and the user ("you," "user" or "Customer") of MORRIS' residential and/or small business voice communications services and any related products or services ("Service"). This Agreement governs both the Service and any devices, such as a Multimedia Terminal Adapter, Analog Telephone Adapter or any other IP connection device ("Device" or "Equipment"), used in conjunction with the Service and it applies to all lines on each MORRIS account. This Agreement shall be effective as of the date it is signed by MORRIS or the date Service is activated (the "Effective Date").
BY ACTIVATING OR USING THE SERVICE, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. EMERGENCY SERVICES | 911 DIALING
1.1 911 DIALING
All of our customers using the Service at their registered address will have access to either basic 911 or Enhanced 911 (E911) service, depending on their location and except as otherwise provided for herein. With E911 service, when you dial 911, your telephone number and registered address are simultaneously sent to the local emergency calling center assigned to your location, and emergency operators have access to the information they need to send help and call you back if necessary. Customers in locations where the emergency calling center is not equipped to receive your telephone number and address have basic 911. With basic 911, the local emergency operator answering the call will not have your call back number or your exact location, so you must be prepared to give them this information. Until you give the operator your phone number, he/she may not be able to call you back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if you are unable to speak. You authorize us to disclose your name and address to third-parties involved with providing 911 Dialing and service to you, including, without limitation, call routers, call centers and local emergency centers.
1.2 NOTIFY ALL USERS
You should inform any household residents, guests and other third persons who may be present at the physical location where you utilize the Service of the important differences in and limitations of 911 Dialing using your Service. The documentation that accompanies each Device that you receive from MORRIS should include a sticker explaining the potential non-availability 911 service (the "911 Sticker"). It is your responsibility, in accordance with the instructions that accompany each Device, to place the 911 Sticker as near as possible to each phone that you use with the Service. If you did not receive a 911 Sticker with your Device, or you require additional 911 Stickers, please contact MORRIS.
1.3 LOCATION OF SERVICE
This Service is provided at a specific permanent address to be registered with the local emergency calling center and is not available as a nomadic offering. Before you move to another location, you must notify MORRIS to determine if service can be provided at your new permanent address and to provide the new address for 911 purposes. Service will only be provided at locations where 911 connectivity is available and a proper address is registered with the local emergency calling center for E911 to function.
1.4 SERVICE OUTAGES
(A) SERVICE OUTAGES DUE TO POWER FAILURE OR DISRUPTION If there is a power failure your Device and the ability to place and receive calls, including 911 calls, may not function. Depending on your location, network backup power systems may not be available in the event of a power failure. The Device provided may provide limited battery backup if your location is without power. If you are unsure of your battery backup capability consult with MORRIS to determine whether or not your device has battery backup.
- 1. DEVICE WITH BATTERY BACKUP
Battery backup on qualifying Devices is limited. Excessive use during a power outage will result in shortened life of the internal battery. The Device should provide indication of low battery voltage. Customer should contact MORRIS for instructions or replacement. Failure of network power backup systems or the Device internal backup power system during a power failure or disruption will prevent all service, including 911 dialing, from functioning.
- 2. DEVICE WITHOUT BATTERY BACKUP
Devices that do not have a battery backup cannot support 911 or any other dialing in event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing, will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the Device prior to utilizing the Service, including 911 Dialing.
(B) SERVICE OUTAGES DUE TO INTERNET OUTAGE OR SUSPENSION OR DISCONNECTION OF YOUR MORRIS ACCOUNT
Service outages, network power outages or suspensions or disconnections of service by MORRIS, will prevent all Service, including 911 Dialing, from functioning.
1.5 NETWORK CONGESTION; REDUCED SPEED FOR ROUTING OR ANSWERING 911 DIALING CALLS
There may be a greater possibility of network congestion and/or reduced speed in the routing of a 911 call made utilizing the Service as compared to a traditional 911 call made over the traditional public telephone network.
1.6 DISCLAIMER OF LIABILITY AND INDEMNIFICATION
MORRIS does not have control over whether, or the manner in which, calls using our 911 Dialing service are answered or handled by any local emergency calling or response center. We disclaim all responsibility for the conduct of local emergency calling and response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 calls to local emergency calling and response centers and to a national emergency calling center. We disclaim any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. NEITHER MORRIS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS, AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO OUR 911 DIALING SERVICE. You shall defend, indemnify, and hold harmless MORRIS, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 911 Dialing, incorrectly routed 911 calls, and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel.
You understand and acknowledge that you may lose access to MORRIS' voice Service or the Service may not function properly, including the ability to call for 911/E911 service, under certain circumstances, including but not limited to, the following: (i) IF MORRIS' NETWORK OR FACILITIES ARE NOT OPERATING; (ii) IF YOU OTHERWISE LOSE YOUR BROADBAND CONNECTION; (iii) IF YOU EXPERIENCE A POWER OUTAGE; (iv) IF ELECTRICAL POWER TO THE MODEM IS INTERRUPTED; and/or (v) IF YOU FAILED TO PROVIDE A PROPER SERVICE ADDRESS OR MOVED THE SERVICE TO A DIFFERENT ADDRESS. You understand and acknowledges that in order for 911/E911 calls to be properly directed MORRIS must have your current service address and if you move your Service to a different address without MORRIS' approval, 911/E911 calls may be directed to the wrong emergency authority, may transmit the incorrect location address for responding or the Service (including 911/E911) may fail altogether. You are required to notify MORRIS of any change of address of the Device for E911 calling service to work properly. You agree that, to the maximum extent allowed by law, MORRIS shall have no liability for any damages caused, directly or indirectly, by your inability to access the Services, including the 911/E911 services.
1.8 ALTERNATE 911 ARRANGEMENTS
If you are not comfortable with the technical limitations of the 911 Dialing service, you should consider having an alternate means of accessing traditional 911 or E911 services.
You must provide MORRIS with at least 7 days advance notification to terminate Service. You may initiate Service termination by either a) notifying MORRIS' business office or a representative thereof, during normal business hours and scheduling a physical disconnection of Service and equipment recovery, or b) by directly and personally surrendering all rented equipment to a MORRIS office. Account holders are liable for all Services rendered by MORRIS up to the time the account has been de-activated and liable for MORRIS Equipment until it is returned.
2.2 RESIDENTIAL USE OF SERVICE AND DEVICE
If you subscribe to MORRIS residential voice services, the Service and the Device are provided to you solely for residential use. You shall not resell or transfer the Service or the Device to another party without our prior written consent. You are prohibited from using the Service or the Device for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting or fax or voicemail blasting. We reserve the right to immediately disconnect or modify your Service if we determine, in our sole and absolute discretion, that your use of the Service or the Device is, or at any time was, inconsistent with normal residential usage patterns. In addition, you will be required to pay our higher rates for commercial service for all periods in which your use of the Service or the Device was inconsistent with normal residential use.
2.3 BUSINESS USE OF SERVICE
If you subscribe to MORRIS Business services, the Service is provided to you as a small business user. You shall not resell or transfer the Service to another party without our prior written consent. You are prohibited from using the Service or the Device for auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling), fax or voicemail broadcasting or fax or voicemail blasting. You are responsible for supplying, operating and supporting the standard SIP based Customer Premise Equipment for use with the Service. We reserve the right to immediately disconnect or modify your Service if we determine, in our sole and absolute discretion, that you have at any time used the Service for any of the aforementioned or similar activities.
2.4 UNLAWFUL OR INAPPROPRIATE CONDUCT
You shall use the Service and the Device only for lawful purposes. You shall not use the Service or the Device in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or any similar behavior. We reserve the right to immediately disconnect your Service without notice, if, in our sole and absolute discretion, we determine that you have used the Service or the Device in an aforementioned manner. In the event of such disconnection, you will be responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will become immediately due and payable upon disconnection of your Service. If we believe that you have used the Service or the Device in the aforementioned way, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such communications and information to these authorities. In addition, MORRIS will provide information in response to law enforcement requests, lawful government requests, subpoenas, court orders, to protect it's rights and property and in the case where failure to disclose the information may lead to imminent harm to the customer or others. Furthermore, MORRIS reserves all of its rights at law and equity to proceed against anyone who uses the Services illegally or improperly.
2.5 COPYRIGHT; TRADEMARK
Unauthorized Usage of Device; Firmware or Software.
- (A) COPYRIGHT; TRADEMARK
The Service and Device and any firmware or software used to provide the Service, or embedded in the Device, and all Services, information, documents and materials on our websites are protected by trademark, copyright or other intellectual property laws and international treaty provisions.
- (B) UNAUTHORIZED USAGE OF DEVICE; FIRMWARE OR SOFTWARE
You have been granted a nontransferable, revocable license to use the firmware or software used to provide you the Service in object code form (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement. You expressly agree that the Device is exclusively for use in connection with the Service. We reserve the right to prohibit the use of any interface device that we have not provided to you. You hereby represent and warrant that you possess all required rights, including software and/or firmware licenses, to use any interface device that we have not provided to you. In addition, you shall indemnify and hold us harmless against any and all liability arising out of your use of such interface device with the Service. You shall not reverse compile, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software.
2.6 TAMPERING WITH THE DEVICE OR SERVICE
You shall not attempt to change the electronic serial number or equipment identifier of the Device or to perform a factory reset of the Device without our prior written consent. We reserve the right to disconnect your Service if we believe, in our sole and absolute discretion, that you have tampered with the Device. In the event of such disconnection, you will remain responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus a disconnection fee, if applicable, all of which will immediately become due and payable. You shall not attempt to hack or otherwise disrupt the Service or make any use of the Service that is inconsistent with its intended purpose.
2.7 THEFT OF SERVICE
The receipt of Services without proper payment to MORRIS is a crime. You shall notify us immediately, if the Device is stolen or if you become aware at any time that your Service is being stolen, fraudulently used or otherwise being used in an unauthorized manner. Failure to do so in a timely manner may result in the disconnection of your Service and additional charges to you. Until such time as we receive notice of the theft, fraudulent use or unauthorized use, you will be liable for all use of the Service using a Device stolen from you and any and all stolen, fraudulent or unauthorized use of the Service. MORRIS reserves all of its rights at law and equity to proceed against anyone who uses the Services illegally or improperly.
2.8 SERVICE DISTINCTIONS
The Service is not the same as traditional landline telecommunications service and we provide it on a best efforts basis. Things beyond our control may affect the Service, such as power outages, fluctuations in the internet, and the underlying broadband service. Other things may affect Service, such as maintenance. MORRIS will attempt to minimize disruptions to your use of and access to Service.
2.9 RISK OF LOSS
You bear all risk of loss of, theft of, casualty to or damage to the Device, from the time it is shipped to you until the time (if any) when it is returned to us in accordance with this Agreement.
2.10 NO 0+ OR OPERATOR ASSISTED CALLING; MAY NOT SUPPORT X11 CALLING
The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, calling cards or 900 calls). The Service may not support 311, 511 and/or other x11 (other than certain specified dialing such as 911, 711 and 411, which are provided for elsewhere in this Agreement) services in one or more (or all) service areas.
With Other Services.
(A) HOME SECURITY SYSTEMS
The Service may not be compatible with home security systems. You may be required to maintain a telephone connection through your local exchange carrier in order to use any alarm monitoring functions for any security system installed in your home or business. You are responsible for contacting the alarm monitoring company to test the compatibility of any alarm monitoring or security system with the Service.
3. CHARGES; PAYMENTS; TAXES; DISCONNECTION
We will bill all charges, applicable taxes and surcharges monthly in advance (except for usage-based charges, which will be billed monthly in arrears, and any other charges which we decide to bill in arrears), including but not limited to: activation fees; monthly Service fees; usage charges; international usage charges; advanced feature charges; advanced features/add-ons; subscriber line charge, universal service fund; 911 fees; federal, state and/or local taxes; disconnection fees; and shipping and handling charges. Any usage charges will be billed in increments that are rounded up to the next full minute unless otherwise set forth in the rate schedules found on our website. You understand and agree that from time to time MORRIS may change its Services and charges, including deleting Services. MORRIS will give you reasonable prior notice of increases or other changes in its charges or Services in conformity with applicable law and any applicable subscriber agreements, tariffs, or terms and conditions. Universal service fund charges, 911 fees, federal, state and/or local taxes and regulatory surcharges and fees may change without notice.
3.2 BILLING DISPUTES
You must notify us within ten days after receiving your statement if you dispute any MORRIS charges on that statement or you will be deemed to have waived any right to contest such charges.
3.3 PAYMENT AND COLLECTION
- (A) PAYMENT
We bill in advance, except for usage on a monthly basis. Payment is due upon receipt. If payment is not received by the due date, a late fee may be imposed.
- (B) COLLECTION
If Service is disconnected you will remain liable for all charges due, MORRIS may impose a reconnect charge and/or security deposit, in addition to any outstanding balance, including late charge, before service is restored. If your check is returned for insufficient funds MORRIS may impose a service charge up to $30.00 subject to applicable law. If you have not paid amounts due within 30 days of the due date, and MORRIS uses the services of a collection agency and/or attorney to collect said amounts due, you agree to pay to MORRIS, in addition to other amounts due, all reasonable agency and attorneys fees that are incurred by Morris, including without limitation, court costs. If a voluntary or involuntary petition in bankruptcy is filed by or against Customer, MORRIS may require a reasonable security deposit to continue service.
3.4 DISCONNECTION; DISCONTINUANCE OF SERVICE
Acceptance of Service implies your acceptance of the terms and conditions in this Agreement. MORRIS specifically reserves the right to suspend performance or terminate Service for the breach of any of the policies, terms and conditions of the Agreement, including non-payment. If your Service is disconnected on account of your breach of any provision of this Agreement, you will be responsible for the full month's charges to the end of the current term, including, without limitation, unbilled charges, plus the disconnection fee, if applicable, all of which will immediately become due and payable. If your service is disconnected or terminated under this Agreement you may lose access to the telephone number assigned to your Service and the number may not be reassigned to your account. You acknowledge that MORRIS shall not be liable under any theory if the telephone number assigned to your service is changed or not reassigned to your account. You understand and acknowledge that you do not own or have any property right in the telephone number assigned to your account and that it may be changed for various reasons, including but not limited to, the redrawing of area code boundaries, termination or suspension of service or other relevant actions.
State and local governments may assess taxes, surcharges and/or fees on your use of MORRIS service. These charges may be a flat fee or a percentage of your MORRIS charges and may change from time to time without notice. These charges are based on the rates applicable to the address you provided to us. You are responsible for all applicable federal, state, provincial, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future. If you are exempt from payment of such taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such certificate.
- 1. CHARGES FOR DIRECTORY CALLS (411)
We will charge you for each call made to MORRIS directory assistance.
4. LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES
4.1 LIMITATION OF LIABILITY
We will not be liable for any delay or failure to provide the Service, including 911 Dialing, at any time or from time to time, or any interruption or degradation of voice quality including but not limited to those that are caused by any of the following:
- an act or omission of an underlying carrier, service provider, MORRIS or other third party;
- equipment, network or facility failure;
- equipment, network or facility upgrade or modification;
- force majeure events such as (but not limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions;
- equipment, network or facility shortage;
- equipment or facility relocation;
- service, equipment, network or facility failure caused by the loss of power to you or the network; outage of, or blocking of ports or other impediment to usage of the Service caused by any third party;
- any act or omission by you or any person using the Service or Device provided to you; or
- any other cause that is beyond our control, including, without limitation, a failure of or defect in any Device, the failure of an incoming or outgoing communication, the inability of communications including, without limitation, 911 Dialing, to be connected or completed, or forwarded. Our aggregate liability under this agreement will in no event exceed the Service charges with respect to the affected time period.
4.2 DISCLAIMER OF LIABILITY FOR DAMAGES
IN NO EVENT WILL MORRIS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO YOU IN CONNECTION THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. MORRIS SHALL NOT BE LIABLE FOR DAMAGE TO YOUR PERSONAL PROPERTY THAT RESULTS FROM ANY CIRCUMSTANCES THAT ARE NOT THE FAULT OF MORRIS, FOR EXAMPLE, STORMS, LIGHTNING, OR ELECTRICAL SURGE OR OUTAGE. IN NO EVENT SHALL MORRIS BE LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM WHATEVER CAUSE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF WAGES. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.
4.3 INDEMNIFICATION AND SURVIVAL
- (A) INDEMNIFICATION
You agree to defend, indemnify, and hold harmless MORRIS, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with this Agreement or the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys fees) by, or on behalf of, you or any third party or user of your Account relating to the absence, failure or outage of the Service, including 911 dialing and/or inability of you or any third person or party or user of your Service to dial 911 or to access emergency service personnel.
- (B) SURVIVAL
The provisions of this Agreement that by their sense and context are intended to survive the termination or expiration of this Agreement shall survive.
4.4 NO WARRANTIES ON SERVICE
WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE OR THE DEVICE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR DEVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER MORRIS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICES, DEVICES, OR PRODUCTS TO YOU IN CONNECTION WITH THE SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF MORRIS OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY MORRIS OR MORRIS' AGENTS OR INSTALLERS ARE INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
- No Third Party Beneficiaries. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.
5.1 ENTIRE AGREEMENT
This Agreement, any applicable tariff, and the Terms and Conditions preprinted on any MORRIS Work Order constitute the entire agreement between you and MORRIS and govern your use of the Service, superseding any prior agreements between you and MORRIS and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.
If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement are still valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.
MORRIS' Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. MORRIS is not liable for any lack of privacy, which may be experienced with regard to the Service.
You can evidence acceptance of this Agreement by signing where indicated below or by executing this Agreement electronically. By requesting Service or by activating Service, you acknowledge that your electronic acceptance of this Agreement binds you as the equivalent of your hand-written signature on this Agreement.
You understand, acknowledge, and agree that from time-to-time during the term of this Agreement MORRIS may, in its sole and absolute discretion, delegate performance of some or all of its rights and obligations hereunder to third parties selected by MORRIS. You hereby consent to such subcontracting activity, provided that MORRIS shall remain accountable to you for the performance of any such obligations.