Broadband Service Agreement
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1. Broadband Service
1.1 This Broadband Service Exhibit sets forth the terms and conditions under which RIVR Tech shall provide to Customer during the Term the Broadband Service (“Broadband Service” or herein “Services”)
1.2 RIVR Tech’s Broadband Service is a high-speed internet connection which has the capacity to transmit data and to enable Customers to the service to originate and receive high-quality voice, data, graphics, and video. This includes internet access, email facilities, webpage facilities, and any other related internet facility or services.
1.3 The Service is available only in select markets as determined by RIVR Tech in its sole discretion. Service is limited to Users physically located in areas served by RIVR Tech
2. Equipment
Broadband Services may require the use of equipment owned, leased or controlled by RIVR_Tech (‘Equipment’’). Title to the Equipment will not pass to Customer. Customer is responsible for providing electric power for the Equipment and keeping the Equipment physically secure and free from liens and encumbrances. Customer bears the risk of loss or damage (other than ordinary wear and tear) to the Equipment.
3. Inside Wiring
Wiring inside Customer’s premises, including additional cable wiring, telephone wiring, and outlets, is “Inside Wiring.” Inside Wiring must not interfere with the operation of Broadband Services. Upon Customer’s request, RIVR_Tech can install, repair, or maintain Inside Wiring. If RIVR_Tech performs this work, RIVR_Tech will charge for that service. Regardless of who installed it, the Inside Wiring is Customer property, or the property of whomever owns the premises. If Customer does not own the Premises, Customer must contact the property owner (for example, the landlord or building manager) about the installation, repair, or maintenance of Inside Wiring. RIVR_Tech has no responsibility for the operation, support, maintenance, or repair of Inside Wiring.
4. Billing And Payments
4.1 Customer agrees to pay amounts due in full each monthly billing cycle. Customer is responsible for paying all charges specified in this Agreement, including charges incurred by any person who gains access to Broadband Service or equipment, even if Customer did not authorize the charges. Please note that billing will begin as soon as the Broadband Service is provisioned or activated, even if Customer has not used it or installed it.
4.2 RIVR_Tech may require a refundable deposit before activation of Broadband Services, the addition of new Services, or due to the failure to pay any amounts when they are due. Subject to applicable law, the deposit will be credited to the Customer’s account (without interest) if the account remains in good standing for twelve (12) months. If all Services are disconnected and all Equipment is returned to RIVR_TECH], RIVR_Tech will provide this refund within thirty (30) days.
4.3 Refund amounts are equal to the credit balance on the account, if any, minus any amounts due on the account. Amounts due on the account may include amounts owed for the Services, including for any Equipment that is damaged, altered, or subject to an unreturned Equipment fee.
5. Customer Order Process
5.1 RIVR Tech shall determine acceptance of Orders for new services in accordance with the policies and procedures in effect when the Order is placed.
6. Termination
6.1 Either party may terminate this standard agreement at any time.
6.2 In the event that a non-standard agreement has been negotiated and agreed upon, the terms and agreements surrounding applicable notice terms, applicable termination fees or billing of future unbilled charges, supersedes the terms in this standard agreement.
6.3 The termination fees, in addition to all charges accrued but not paid for, shall be due and payable on the date of termination.
7. Fraudulent Use of Broadband Service
7.1 RIVR_Tech may suspend services in whole or in part to the extent it believes such action is reasonably necessary to prevent or stop fraudulent use; however, it shall have no obligation to do so and Customer’s liability for such use shall in no way be reduced by claims that RIVR_Tech should have acted to stop such use.
7.2 Customer is responsible for all charges attributable to or incurred through the Services provided to Customer, whether such use is by Customer or any third party, even if incurred as the result of fraudulent or unauthorized use of the Services. In no event shall RIVR_Tech be liable for the fraudulent or illegal use of the Broadband Service by Customer or any other users of the Broadband Service. Customer remains responsible for all costs related to any fraudulent usage. Customer shall protect, defend, indemnify, and hold harmless RIVR_Tech, its officers, directors, employees, contractors, and agents, from and against any and all liabilities, allegations, claims, losses, damages, expenses (including reasonable attorney’s fees and costs), judgments, and causes of action arising from or related to fraudulent usage of the Service to the extent that the person or entity claiming the usage to be fraudulent is (or had been at the time of the call or usage) Customer or other person or entity that would have had access to the Service through Customer.
8. Internet Security Disclaimer
RIVR_Tech is not responsible for the security of Broadband Services. Customer acknowledges and agrees that RIVR_Tech and its affiliates, agents, subcontractors and suppliers do not operate or control the internet and that viruses, worms, Trojan horses, or other undesirable data or software may attempt to obtain access to and damage customer data, websites, computers or networks. RIVR_Tech will not be responsible for the effects of such activities. Customer understands that it may be possible for unauthorized third parties to monitor data traffic. Customer assumes full responsibility for the establishment of appropriate security measures to control access to equipment and information. If Customer desires to secure internet transmissions in connection with any Services, Customer shall procure, at its own cost, encryption software or other transmission protection.
9. Bandwidth and Network Management
9.1 Customer understands and agrees that RIVR_Tech does not guarantee that any particular amount of bandwidth on the RIVR_Tech network or that any speed or throughput of Customer’s connection to the RIVR_Tech network will be available to Customer. Customer understands and agrees that the speed of the internet Service provided at Customer’s site will vary depending upon a number of factors, including Customer’s computer system(s) and associated equipment (e.g., Customer-sourced WiFi routers/access points, etc.), internet traffic, and other factors such as system capacity limitations, governmental actions, events beyond RIVR_Tech’s control, and system failures, modifications, upgrades and repairs.
9.2 Customer understands that RIVR_Tech may use various tools and techniques in order to efficiently manage its networks and to ensure compliance with RIVR_Tech’s Acceptable Use Policy (“AUP”). Customer further understands and agrees that, to allocate bandwidth across all of its users, RIVR_Tech may employ reasonable network management techniques as identified in RIVR_Tech’s AUP and RIVR_Tech’s Network Management Disclosure Statement. The AUP and Network Management Disclosure Statement are posted on RIVR Tech’s website, and may be updated at any time.
10. Compliance With Laws
This Broadband Service Exhibit and its continuance hereof is contingent upon the obtaining and the continuance of such approvals, consents, governmental and regulatory authorizations, licenses and permits as may be required or deemed necessary by the Parties, and the Parties shall use commercially reasonable efforts to obtain and continue same in full force and effect throughout the term of the Agreement. Customer shall not use, and RIVR_Tech shall not provide, the Broadband Service in any manner or for any purpose, which constitutes a violation of applicable laws in any jurisdiction in which the Broadband Service are being provided and each Party shall indemnify the other Party against any such unlawful use of the Broadband Service arising from its use or provision of the Broadband Service. Based on the facts and circumstances of the violation, Customer non-compliance with any law or legal obligation may be deemed a material breach, entitling RIVR_Tech to immediately terminate the Agreement or any and all services without penalty.
11. Interruptions, Limitations, And Modifications To Service
11.1 Since voice over IP is dependent on the IP network, the availability of an adequate power supply, and correct Equipment configuration, RIVR_Tech does not guarantee that RIVR_Tech Broadband Service will be continuous or error-free. Customer acknowledges and understands that RIVR_Tech cannot guarantee that the broadband service is completely secure.
12. Access to Customer Premises and Repair of Services
12.1 On occasion, RIVR_Tech may need access to Customer’s premises and/or other premises that are not under RIVR_Tech’s control (‘‘non-RIVR_Tech locations’’) to install or repair the Broadband Services. Customer agrees to allow (or obtain permission for) RIVR_Tech to access all non-RIVR_Tech locations (other than public property) and equipment reasonably required to provide the Broadband Services. Access includes the ability to review information and the right to construct, install, repair, maintain, replace and remove access lines and network facilities, and to use ancillary equipment space within any building, necessary for connection to RIVR_Tech’s network. Customer agrees to furnish any conduit, holes, wire ways, wiring, plans, equipment, space, power/utilities, and other items required to perform installation of the Services, and obtain any necessary licenses, permits and consents (including easements and rights-of-way).
12.2 Customer shall ensure that all non-RIVR_Tech locations at which RIVR_Tech installs, maintains or provides the Services is a suitable and safe working environment, free of any substance or material that poses an unreasonable risk to health, safety or property or whose use, transport, storage, handling, disposal, or release is regulated by any law related to pollution, protection of air, water, or soil, or health and safety. If RIVR_Tech encounters any such hazardous materials at a location, RIVR_Tech may refuse to repair Broadband Services if conditions at the premises are determined by [RIVR-TECH] to be unsafe.
12.3 RIVR_Tech has the right at any time to suspend or interrupt Broadband Services to make necessary repairs or changes.