TERMS OF SERVICE APPLICABLE TO ANY AND ALL SERVICE(S):
Customer, identified in the Service Order (defined in paragraph 1 below), agrees and understands that this Commercial Service Agreement, with the addition of the Annex and any tariff applicable, (collectively, the “Agreement”) applies to all communication services provided to Customer by WireStar and any related affiliate of WireStar where such an affiliate provides Customer Services under this Agreement (“WireStar”) (“Service(s)”), which may encompass, without limitation, internet data services (“Internet Service”), voice service (“Phone Service”), cable service (“Video Service”), and equipment needed for Service(s) (“Equipment”). This Commercial Service Agreement, together with the Annex, may each be updated from time to time, which can always be located on our website at www.WireStar.net.
Agreement – Commencement of this Agreement shall be initiated by activation by the parties for which the Services will be provided for the Term of Service discussed between Customer and WireStar (described in Section 6 below). Customer agrees to comply to this Agreement by:
WireStar, in WireStar’s discretion, may add, remove, modify, change, or update this Agreement at any time; Customer shall be given a prompt notice as conformed with this Agreement. If Customer continues to use the Services subsequent to such notice, WireStar shall deem this action as an acceptance to any revision in this Agreement. Moreover, if Customer chooses not to comply with the updated Agreement, Customer must inform WireStar of a request to terminate the Service(s) and return all associated Equipment.
Services and Usage – WireStar will perform practical efforts to ensure that availability of Services can be achieved by any requested service date. WireStar will not be liable for damages of any kind resulting from construction delays or for reasons beyond its controls in attempting to meet service dates. Customer agrees that Customer cannot resell the Services and can only use the Services for its sole commercially owned intentions and not for any third party, with the exception, if applicable, of Web hosting and as otherwise set forth herein. In addition, Customer shall be fully responsible for the software and content that is displayed and/or distributed by Customer or Customer’s web hosting customers, if any. Customer recognizes that pay per view events, premium video services, and audio services, and other services that are not contained in Customer’s Service tier, may not be available, unless explicitly expressed in this Agreement. In the event that one of the listed above is available, additional charges may be added and may exceed the base rate.
WireStar will provide Customer with the applicable Services Equipment as displayed on Customer’s Commercial Service Order as long as WireStar confirms that Customer’s location is serviceable under WireStar’s location requirements. It will then be WireStar’s duty to provide adequate efforts in maintaining the Services and conforming to applicable performance standards. However, equipment, networks, or facilities not owned by WireStar will not have WireStar’s responsibility in maintaining or repairing such entities. Otherwise, any order of such that violates WireStar’s location requirements above will be terminated at WireStar’s discretion.
Electrical Configurations and Inside Wiring – All electrical configurations (“Electrical Confiurations”), including the equipment (this includes equipment furnished by WireStar at the premises), wiring, and associated electronics will at all times, solely be owned by Wirestar and pass all applicable FCC specifications and will be installed in a good, professional presence. WireStar’s Electrical Configurations shall only be used by WireStar’s operations. In the event of terminations or expiration of this Agreement, WireStar shall continue to own and control all Electrical Configurations owned by WireStar. Additionally, if WireStar is no longer providing Services to the premises, WireStar has the choice to either remove a portion or the entire setup of Electrical Configurations. Damages caused by the removal of Electrical Configurations will be in WireStar’s responsibility to repair the damages to the Customer’s practical standards. The remains of the Electrical Configurations will be owned by Customer. However, wiring that is located within the property (“Internal Wiring”) shall always be owned by Customer and Customer shall be responsible for the maintenance and repair of the wiring, in a good fashion that follows with the applicable codes, laws, or regulations.
Payment – It is Customer’s duty to pay all the monthly recurring/monthly service charges (“MRCs”) and non-recurring/one-time activation and set-up fees (“NRCs”) as indicated on the Service Order. All MRCs for Services shall start, and NRCs shall be due, on the activation of Services, any amount not received by the due date may be subject to additional fees described below. Depending on Customer’s Service, Customer shall pay access, gross receipts, use, sales, excise, 911 fees, franchise fees, universal service fund assessments, bypass or other local, state and Federal taxes, broadcast surcharges or other charges applied on the use of the Services. Taxes on Customer’s invoice will be specifically separate from the other fees listed. Interest or late charges shall be applied to unpaid balances at the highest rate authorized by law. An administrative fee (“Administrative Fee”) may be applied if Customer fails to pay the total balance when due in accordance with applicable law. An Administrative Fee of any kind appointed on Customer’s account is designed to be a reasonable advance estimate of payments of administering past due accounts. WireStar will not expand credit to customers of WireStar and the Administrative Fee is not a credit service charge, finance charge, or interest. In the event that Customer does not receive a bill, Customer still has the obligations to pay. If Customer does not pay the required total amount when due, WireStar, at WireStar’s full discretion, will deem this as a breach in this Agreement and termination of Services will follow the written or oral notice that will be sent to Customer if Customer has failed to pay within ten (10) days of written notice from WireStar. In addition, Equipment from Customer’s premises will be removed and/or imposition of an Administrative fee will be applied in accordance with applicable law.
Additional Fees – Additional fees, other than MRCs, NRCs, interest, late charges, and any Administrative Fee, may be included on Customer’s account for fees such as charge card chargeback, early termination, reconnection, and returned check fees. Also, for collection activities that are required to recover past due balances, attorney fees may be subject to additional fees.
Terms and Early Termination – The start of the term of Service shall be initiated on the date that any Service activates and the term shall be terminated for either early termination or by expiration by the date as specified on the Service Order (the “Term”). In the event that the Service Order does not explicitly state the term, the default Term will be set at one (1) year from the date that any Service starts. In the case where the expiration date of Service has arrived, each Service Order(s) shall automatically be renewed for consecutive periods of one (1) year each (“Renewal Term(s)”) until prior notice from either party about a non-renewal has been delivered thirty (30) days before the expiration of the Service Term or the then present Renewal Term. To stay up to date with the current and future pricing of Services, at any time after the end of the Term and from time to time therein, WireStar may adjust the charges for Video Services and/or Internet Services thirty (30) days of prior notice to which Customer will have thirty (30) days from the given notice to cancel the related Service without extended liability. If Customer fails to cancel within the interval specified above, WireStar will deem this as an acceptance of the modified Service pricing by Customer for the remaining period of the Renewal Term. In the event that Customer terminates or downgrades the Service before the last day of the then current Term, Renewal Term, or promotional offer, Customer agrees to pay WireStar the total, which must become due and owing as on the indicated date of the cancellation or termination which includes:
Disputed Charges – Customer must inform WireStar in writing of billing errors disputes or requests for credit within thirty (30) days after Customer receives the bill for which correction of an error or credit is desired. The day and date of the dispute must be the date WireStar obtains the correct amount of documentation to enable WireStar to investigate the dispute. The date of the resolution is the date WireStar completes its investigation and notifies the Customer of the disposition of the current dispute.
Default – If Customer fails to abide by the material contained in this Agreement, including but not limited to, failure to make payments as stated, WireStar at its discretion, may take the following courses of action with a given proper notice to Customer as required by applicable law:
LIMITATION OF LIABILITY – WITH THE EXCEPTION OF ANY REFUNDS OR CREDITS AS EXPLICITELY PROVIDED IN THIS AGREEMENT, WIRESTAR, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, AFFILIATES, EMPLYOEES, VENDORS, PARTNER CARRIERS, CONTENT PROVIDERS, AND OTHER PERSONS OR ENTITIES INVOLVED IN PROVIDING THE EQUIPMENT OR SERVICES (COLLECTIVELY, THE “WIRESTAR PARTIES”), SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE INCLUDING DIRECT, INDIRECT, SPECIAL INCIDENTAL, TREBLE, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSSES OR DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, EARNINGS, BUSINESS OPPORTUNITIES, PERSONAL INJURY (INCLUDING DEATH), LOSS OF DATA, PROPERTY DAMAGE OR LEGAL FEES AND EXPENSES, SOUGHT BY CUSTOMER OR ANYONE ELSE USING CUSTOMER’S SERVICE ACCOUNT, AND/OR USE OF THE EQUIPMENT OR OTHERWISE ARISING IN CONNECTION WITH THE INSTALLATION, FAILURE, MAINTENANCE, REMOVAL OR USE OF SERVICES AND/OR EQUIPMENT OR CUSTOMER’S DEPENDENCE ON THE SERVICES AND/OR EQUIPMENT, INCLUDING AND WITHOUT LIMITATION, ANY LIABILITY THAT ARISES INDIRECTLY OR DIRECTLY OUT OF THE USE OR FAILURE TO USE THE SERVICES, INCLUDING THE FAILURE TO ACCESS EMERGENCY 911 OR E911 SERVICES, OMMISIONS, DELAYS IN INSTALLATION OR OPERATION, FAILURE OF PROPER OPERATION OF THE SERVICES AND/OR EQUIPMENT, INTERRUPTIONS, MALFUNCTION, FAILURE, STOPPAGE OF WORK FLOW, INABILITY TO PERFORM REASONABLE SUPERVISION, REMOVAL OR CORRUPTION OF FILES, VIOLATION OF WARRANTY, ERRORS, MISTAKES, DEFECTS, INABILITY TO MAINTAIN APPROPRIATE STANDARDS OF OPERATION, TRANSMISSION DELAYS; OR RESULTING INDIRECTLY OR DIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY CLAIM, SUIT, ALLEGATION OR OTHER PROCEEDINGS RELATING TO EQUIPMENT AND/OR SERVICES, OR THE INFRINGEMENT OF THE COPYRIGHT, TRADEMARK, PATENT, PRIVACY, TRADE SECRET, CONFIDENTIALITY OR OTHER INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF A THIRD PARTY OF ANY KIND. WIRESTAR’S HIGHEST LIABLITY TO CUSTOMER ARISING UNDER THIS AGREEMENT MUST BE THE LESSER OF $5,000.00 OR THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR SERVICES HEREUNDER FOR THE CORRESPONDING BILLING PERIOD.
WARRANTIES – CUSTOMER UNDERSTANDS AND AGREES THAT THE EQUIPMENT, ALONG WITH THE SERVICES, ARE PROVIDED BY WIRESTAR ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXCEPT AS PROVIDED HEREIN, THERE ARE ABSOLUTELY NO AGREEMENTS, WARRANTIES OR REPRESENTATIONS, IMPLIED OR EXPRESSED, EITHER BY OPERATION OF LAW OR IN FACT, STATUTORY OR OTHERWISE, INCLUDING NON-INFRINGEMENT MERCHANTABILITY, WARRANTIES OF TITLE AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE SERVICES. SERVICES PROVIDED ARE PROVIDED TO THE BEST OF WIRESTAR’S ABILITY AND WIRESTAR DOES NOT WARRANT THAT THE EQUIPMENT, SERVICES,OR SOFTWARE WILL BE ERROR-FREE OR WITHOUT INTERRUPTION. IN ADDITION, WIRESTAR DOES NOT MAKE WARRANTY AS TO UPSTREAM OR DOWNSTREAM OR TRANSMISSION SPEEDS OF THE NETWORK. ANY KIND OF USAGE OF THE SERVICES ARE PROVIDED AT CUSTOMER’S SOLE RISK AND CUSTOMER ASSUMES COMPLETE RESPONSIBILITY FOR CUSTOMER’S OR ANY USER’S USE OF THE SERVICES. THE WIRESTAR PARTIES MAKE NO WARRANTIES THAT THE EQUIPMENT, SERVICE(S), OR SOFTWARE ARE COMPATIBLE WITH ANY CUSTOMER EQUIPMENT AND ARE NOT LIABLE OR RESONSIBLE FOR ANY LOSS OR DETERIORATION OF SERVICE(S) DUE TO CUSTOMER EQUIPMENT AS A WHOLE OR AS A PART. THE WIRESTAR PARTIES MAKE NO WARRANTY TO THE SECURITY OF CUSTOMER’S COMMUNICATIONS BY WIRESTAR’S SERVICES AND/OR FACILITIES, OR THAT THE EVENT THAT THIRD PARTIES WILL NOT GET UNAUTHORIZED ACCESS TO CUSTOMER’s COMMUNICATIONS. CUSTOMER AGREES THAT IT IS THE DUTY OF CUSTOMER TO ENSURE SECURITY OF CUSTOMER’s COMMUNICATIONS AND AGREES THAT WIRESTAR WILL NOT BE RESPONSIBLE FOR ANY FAILURE OR LOSS WITH SUCH UNAUTHORIZED ACCESS.
Indemnity – Customer agrees to defend, indemnify, and hold harmless the WireStar Parties against and from any and all claims and expenses, including adequate attorneys’ fees, coming out of or related in any way to the use of the Service(s) and Equipment by Customer or otherwise arising out of the use of Customer’s account or any equipment of facilities related herewith, or with use of any other products or services provided by WireStar to Customer. Customer agrees to indemnify and hold harmless the WireStar Parties against claims, losses or suits for injury to or death of any person, or damage to property of any kind which comes from the use, presence, placement, or removal of WireStar’s Equipment, facilities and associated wiring on Customer’s premises, including and without limitation, any kind of software or content distributed, displayed, or otherwise disseminated by the Customer, its employees, or users of the Services, any claim that Customer’s use of the Service including the maintenance and registration of Customer’s selected domain name(s), infringes on patent, trademark, copyright, or other intellectual property rights of any third party; any malicious act or act in violation of any laws committed by Customer, its users or employees using the Services; and/or a violation by Customer, its employees or authorized users of WireStar’s Acceptable Use Policy (“AUP”).
Miscellaneous – This Agreement constitutes the entire agreement between WireStar and Customer for the Services and equipment provided herein. An unenforceability or invalidity of any term or condition of this Agreement shall not affect the validity or enforceability of any other provision. Modifications, waiving, or amending to this Agreement shall only be by a written instrument signed by the parties; provided however, that WireStar may modify this Agreement and the AUP. If Customer remains using the Service, Customer shall be obligated by such modifications. Rights and obligations of the parties under this Agreement shall be administered by the laws of the State of New York. The inability by either party to comply with one or multiple rights provided herein does not excuse the corresponding party to exercise such a right in the future. Either party is required to send notices by either personal delivery or by mail. If delivered by mail, notices shall be sent with an overnight mailing service (with a display of a receipt to show proof), by registered or certified mail with return receipt requested and all methods should include all postage and charges prepaid. All notices and all other written communications bound by this agreement must be addressed to the parties at the addresses on the first page of this Agreement, or as stated by the following written notice delivered by the party whose address has changed. WireStar also has the ability to contact Customer via Customer’s telephone number on Customer’s account. Every and all warranties, indemnifications, dispute resolution provisions, representations and limitations of liability incorporated in this Agreement shall endure the termination of this Agreement, as well as any other obligations of the parties hereunder for which, by their own terms, would be expected to endure such termination or which relate to the duration prior to termination, which includes payment, legal conditions, and WireStar rights and the rights others.
Regulatory Authority-Force Majeure – This Agreement and the obligations of the parties shall be subject to alterations to adhere with all applicable laws, court rulings, regulations, and administrative orders, as amended. Either party shall not have any claims against the other for failure of performance in the cases where such failures can be caused by natural disasters, including floods, fire, winds, riots, civil or military action, civil insurrections, acts of terrorists, acts of God, or the taking of property by condemnation or any other causes that are beyond WireStar’s practical control. WireStar may, in WireStar’s full discretion and authorization, instantly terminate this Agreement, in part or its entirety, in the event where there is a modification in any regulation, law, rule, Force Majeure event, or judgment of any court or government agency, and the resulting modification affects WireStar’s ability to perform its obligations under this current Agreement.
Arbitration – WIRESTAR AND CUSTOMER AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY COMING OUT OF OR RELATING TO THIS AGREEMENT INCLUDING ANY OF ITS FACTORS, THE EQUIPMENT OR SERVICES PROVIDED BY WIRESTAR OR ANY ORAL OR WRITTEN STATEMENTS, PROMOTIONS OR ADVERTISEMENTS REATING TO THIS AGREEMENT OR TO THE SERVICES OR EQUIPMENT (COLLECTIVELY, “ALLEGATION”) SHALL BE SETTLED THROUGH ARBITRATION. ALL ARBITRATIONS SHALL BE INITIATED AND MANAGED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES AND MEDIATION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). IT SHALL BE UP TO THE AAA TO APPOINT THE ARBITRATOR AND ARBITRATION MUST BE PROPOSED BY CUSTOMER WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING INDICATION TO THE DISPUTE, WITH THE EXCEPTION OF BILLING DISPUTES WHICH MUST BE PROPOSED WITHIN THIRTY (30) DAYS. CUSTOMER WAIVES ANY CLAIM NOT FILED IN ACCORDANCE WITH THE PRECEDING SENTENCE. THE PARTY PROPOSING ARBITRATION MUST GIVE NOTICE TO THE OTHER PARTY BY MAILING A PHYSICAL COPY OF THE REQUEST FOR ARBITRATION TO THE OTHER PARTY AT THE ADDRESSES AS STATED ON THE SERVICE ORDER. ALL INCLUDING PARTIES TO THE ARBITRATION MUST BE INDIVIDUALLY NAMED AND THERE MUST BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION OR CONSOLIDATED BASIS OR THROUGH A REPRESENTATIVE , UNLESS APPLICABLE STATE LAW MANDATES OTHERWISE. ARBITRATION OF CLAIMS WILL BE MANAGED IN SUCH FORUM AND PURSUANT TO SUCH LAWS AND RULES RELATED TO COMMERCIAL ARBITRATION IN THE STATE OF NEW YORK THAT ARE IN EFFECT ON THE DATE OF THE NOTICE INITIATED TO ARBITRATE.
Assignment – Customer may not assign, in part or in its entirety, this Agreement without the prior written consent of WireStar and this consent may be withheld in WireStar’s discretion. In addition, WireStar may appoint, in part or in its entirety, this Agreement, and Service may be provided by one or more legally authorized WireStar affiliates.
Commercial Service Agreement – Annex
This Annex, combined with the Commercial Services Agreement, shall be referenced herein as the Agreement (“Agreement”). This Annex shall be applied to the applicable Services used by the Customer. Sections 1-17 shall apply generally to all Services. Section 18-24 shall apply individually to the Video Service, Sections 48-52 shall apply to the Phone Service.
Access to Customer Premises – Customer agrees to grant WireStar and its employees, agents, and/or representatives the right to enter Customer’s premises and acces the Equipment, the wiring configurations within Customer’s premises and Customer’s computer device(s) to install, connect, maintain, repair, inspect, replace, disconnect, remove or alter the Equipment, check for signal packet losses, or install or deliver WireStar provided software(“Software”). Customer shall cooperate in giving WireStar such access when WireStar requests access for reasons listed above. In the event that Customer is not the legal owner of the premises, Customer shall warrant that Customer has received or owns the legal authority of the owner to authorize WireStar employees and/or its agents to enter the premises for the purposes displayed herein.
Creditworthiness and Security Deposits – At any moment during the Term, Customer agrees that WireStar may verify Customer’s credit standing with credit reporting agencies in accordance with applicable laws and require a deposit based on Customer’s credit standing or past payment history with WireStar. A deposit does not alleviate Customer’s responsibility for the prompt payment of bills on the presentation. Security deposits paid by Customer for Equipment or Services may be used, to the extent permitted by law, to offset any unpaid balances or charges after the termination of Services. Customer shall continue to be liable for any outstanding balances after the security deposit has been applied. Further terms and conditions of the security deposit may be enclosed in the deposit receipt given to Customer at the moment the security deposit is collected. Lastly, no interest shall be paid on any security deposits.
Adjustments or Refunds – If there are any adjustments or refunds to Customer’s bill, they shall be an amount no larger than the pro-rata part of the monthly charges applicable to the relevant Service and associated Equipment charges for the duration during which the Service is interrupted. Such refund or adjustment shall be achieved by a credit on a following bill for Service. In the event where any amounts owed by WireStar to Customer are not claimed by Customer within one year of the date on which the amount became payable to Customer, Customer shall give up all rights to the refund and all such amounts shall become the property of WireStar, unless otherwise required by applicable law.
No credit allowance will be made for:
Equipment And Software – Any and all cabling, Software, facilities or Equipment installed or provided by WireStar shall remain in the property of WireStar and Customer will not collect ownership or other interest in the network cabling, Software, facilities or Equipment by virtue of payments in accordance to this Agreement or by the attachment of any section of the cabling, facilities or Equipment to Customer’s premises.
Damaged or Absent Equipment – In the event that Equipment is damaged by Customer, destroyed, stolen, or misplaced while in Customer’s premises or possession, Customer shall be responsible for the repair, cost, or replacement of Equipment.
Recovery of Equipment – In the event that Customer’s Service has been cancelled or terminated for any such reason, Customer understands and agrees that Customer shall have no more rights to keep or use the Equipment and Customer will return the Equipment in a reasonable manner. Equipment provided to Customer from WireStar must be returned in the same quality or condition as when the Equipment was first sent to Customer, with the exception of natural wear and tear. Failure to return Equipment will result in Customer paying the expenses WireStar places on Customer’s account in retrieving the Equipment. In addition, the inability of WireStar to collect Equipment from Customer does not result in the assumption that WireStar abandoned the Equipment. Moreover, WireStar may maintain the charges of the monthly Service fee until any Equipment left at Customer’s location of Service has been returned into the possession of WireStar or has been fully paid by Customer.
Misuse of Equipment – Customer agrees to not tamper with, alter, or misuse the Equipment from the location of Equipment installation. Customer shall not add or remove any labels, stickers or markings from the Equipment and shall secure the Equipment from loss or damage of any kind. Additionally, Customer agrees to not permit anyone other than a validated WireStar representative to perform any work or operate on the Equipment.
Operation of Equipment – Customer agrees that any operation they are permitted on any Equipment is in accordance with instructions of the instruction set provided by WireStar or WireStar’s agent. The inability to do so will alleviate WireStar and WireStar’s respective parties for the interference of Service and may in turn make the Customer responsible for the associated damage to the Equipment.
Tests and Analysis – After sending a notification to Customer at an adequate time of day, WireStar may use such tests that may be needed to analyze and determine that the Customer is complying with the requirements set forth herein.
Software – Customer understands and agrees to adhere with the terms and conditions of any Software license agreement that is provided with the Software. Software provided to Customer by WireStar shall solely be used in connection with the Services and Customer agrees Customer will not modify, reverse engineer, translate, or disassemble the Software. In the event that Customer’s Service is terminated, Customer shall return or destroy all Software provided by WireStar and any related written content or materials. In addition, WireStar has the right to modify, enhance and upgrade the Equipment and Software ever so often through “uploads”.
Equipment – Equipment that is needed for Customer’s service will be provided and installed by WireStar and Customer’s usage of equipment must only be for the purpose of receiving the Services. Any method of Customer connecting to the equipment, repairing or modifying the equipment, including the removal of labels, stickers, or markings that is not specifically authorized by WireStar is deemed prohibited, unless it is done by a WireStar authorized personnel. In addition, Customer is not authorized to reposition, alter or add additional equipment to WireStar’s equipment installed by an authorized WireStar personnel, including servers in link with data/internet, without a preceding written consent to WireStar. Customer agrees that WireStar possesses and retains all rights,interest, titles to facilities and equipment installed by WireStar as provided for under the terms of this Agreement and Customer shall not create or permit to be created any liens or encumbrances on such equipment. At the time of termination or expiration of this Agreement, Customer shall return equipment owned by WireStar in good, working condition, with the exception of natural wear and tear that is expected from proper use of equipment. In the event where Customer fails to return the Equipment, WireStar shall be paid the required expenses by Customer that WireStar incurs in retrieving the Equipment. The inability of WireStar to collect Equipment from Customer does not result in the assumption that WireStar abandoned the Equipment. Moreover, WireStar may maintain the charges of the monthly Service fee until any Equipment left at Customer’s location of Service has been returned into the possession of WireStar or has been fully paid by Customer. Customer is responsible for any kind of damage to WireStar provided equipment that is not deemed natural wear and tear. Lastly, internal wiring shall not be considered equipment and shall be deemed to be in the property of Customer upon initiation.
Equipment and Software – Any kind of Software, cabling, facilities or Equipment installed or provided by WireStar shall continue to be in the property of WireStar and Customer will acquire no ownership or other interest on the Software, cabling, Equipment or network facilities by virtue of payments made pursuant to this Agreement or by the connection of any portion of the Equipment, cabling or network facilities to Customer’s premises. Customer understands and agrees to follow and comply with the terms and conditions of any Software license agreement provided with the Software. Software provided by WireStar shall be used solely in connection with theServices and Customer agrees to not disassemble, translate, modify or reverse engineer the Software. In the event that Customer’s Service is terminated, Customer shall in an timely manner return or destroy all the Software provided by WireStar and any relevant written content or materials. Customer acknowledges that WireStar has the right to upgrade, enhance or modify the Equipment and Software ever so often through “uploads”.
Access and Customer Responsibilities – Customer gives WireStar and its representatives, employees and/or agents all necessary rights of access to Customer’s premises, including space for cables and cable management systems, equipment, conduit piping, and Customer’s computer device(s), as needed to install, inspect, repair, replace, maintain or remove any and all facilities, software and equipment provided by WireStar. It is required by Customer to provide a secured space with climate control, vandalism, protection against fire, electrical power, and other sort of calamity for WireStar’s equipment. Lastly, it is up to Customer to ensure that Customer’s equipment is compatible for Services needed and the network of WireStar.
Service Data and Term – This Agreement shall be deemed effective once execution by the parties involved has been initiated. Services shall be provided for the applicable term as indicated by rhe Commercial Service Order. WireStar will perform practical efforts to make the Services available by a indicated requested service date. WireStar will not be liable for any damages of any kind resulting from interferences in meeting any service dates due to delays resulting from construction or for reasons beyond WireStar’s control.
Resale of Service – With the exception of Web Hosting and as specifically provided in the Commercial Service Order, Customer is prohibited to resell sublicense, sell, share, provide, or otherwise utilize in partnership with a third party, including and without limitation as well as in any joint venture or as part of any outsourcing activity, the Services or any component thereof any section of the Service to any other party. Customer is responsible for any software, content or material displayed and dispersed by Customer or Customer’s web hosting customers, if there are any applicable. Customer realizes that special services such as pay-per-view events will not be accessible and if it is provided, it may be subject to additional charges beyond the base rate.
Termination – Customer has the choice to terminate data, internet, video, web hosting, and/or web conferencing Services before the end of the term chosen by Customer on the first page of this Agreement. In the event that Customer does terminate Service (any termination by Customer must be in writing) before the selected term by Customer, with the exception of a breach by WireStar’s discretion, or WireStar terminates Services for Customer’s breach of this Agreement or WireStar’s Acceptable Use Policy (“AUP”), Customer may be susceptible to a termination liability. The termination liability must equal 100% of the monthly recurring charges for the terminated Services multiplied by the number of full months remaining in the initial term commitment and is due on the date of termination. WireStar may terminate this Agreement urgently at any moment without prior notice, if Customer or another User fails to completely comply with the terms of this Agreement, including the inability to pay any amounts when they are due, its components and, to the extent not allowed or considered under this Agreement or the AUP or for any reason or no reason at all. If WireStar terminates Service due to a breach in this Agreement or WireStar’s policies, Customer may be susceptible to further additional charges and fees, including the disconnection and termination fees and WireStar may also perform other rights and methods available under law. The inability to pay the total balance when due shall establish a breach in this Agreement and may be grounds for termination of Service and the evacuation of Equipment form Customer’s premises.
Assignment – Customer shall not assign, in sections or of its entirety, this Agreement without the prior written consent of WireStar, which consent may be withheld in WireStar’s discretion. Lastly, WireStar may assign, in section or its entirety, this Agreement, and Service may be provided by one or more legally authorized WireStar affiliates.
Viruses, Content and Customer Information – Software or content acquired from the use of Service may or may not contain viruses, cookies, web beacons or other harmful features and Customer is fully responsible for protecting its software and equipment from such features. Through the usage of the Service(s), Customer may acquire or reveal content or material that is offensive or illegal and Customer realizes the risk and is fully responsible for its access to such content. WireStar has authorization to disclose Customer information to law enforcement or to any WireStar affiliate.
IP Addresses – WireStar will designate IP addresses to Customer according to ARIN guidelines. All IP addresses that are assigned by WireStar are required to be relinquished by Customer upon the expiration, cancellation or termination of this Agreement. IP addresses shall be susceptible to the IP policy in the AUP. Customer is responsible for the maintenance and registration of and payment for domain names.
Software License – WireStar gives Customer authorization to a limited, non exclusive, nontransferable and nonassignable license to install and use as provided herein
Customer’s usage of the Software is governed by these terms and conditions. All interest, title, and rights to the Software, including related intellectual property rights, are and shall continue with WireStar and WireStar licensors. Customer shall not distribute, translate, decompile or reverse engineer any component of the Software. Customer realizes that the Software and any accompanying documentation and/or technical information may be susceptible to relevant export control laws and regulations of the USA. Customer understands and agrees not to export or re-export the Software, indirectly or directly, to any countries that are subject to USA export restrictions.
Web Hosting Servers – WireStar reserves the right to select the server for Customer’s web site for the best performance. Customer realizes and understands that the Services provided by WireStar may be provided on a shared server, which indicates that one web site will not be allowed to overflow the server with severe CPU usage, including the use of very active chat or CGI scripts. In the event that Customer’s web site overflows the server and results in complaints from other users, it is deemed that Customer has outgrown the dimension of shared services and Customer will need to relocate its web site as required by WireStar. WireStar reserves the right to terminate Customer’s Services if Customer refuses to abide with this Section. WireStar will use practical efforts in maintaining full Internet presence for Customer and Customer acknowledges that the network may be down due to factors including but not restricted to, natural disasters, acts of God, equipment error defects, human error, interruptions from utilities, upgrades and maintenance of equipment and Software. WireStar will not be liable for the factors listed above for such outages and/or server downtime.
E-Rate Customers – This paragraph only applies to libraries or educational institutions seeking reimbursement under the Federal Universal Service Fund. Customer must annually apply to the Schools and Libraries Division, “SLD” for E-Rate funding and Customer must designate WireStar as its provider of Services. Customer also needs to provide WireStar with every documentation in response to all requests, inquires and queries as part of the Program Integrity Assurance (PIA) process within three (3) business days of receipt and/or delivery thereof. In addition, Customer also realizes that fluctuations in funding for Services may occur from the SLD. In the event that Customer is denied SLD funding for any reason, WireStar may next elect to lower the level of Services provided to Customer. If the entirety of E-Rate funding is not received within 6 months of application date, or by the opening of the application window for the following funding year, WireStar then may terminate the Agreement without further liability to WireStar or the Customer. Additionally, if full