NETWORK SERVICES AGREEMENT
Thank you for doing business with _______________________________ (us or we). We are
committed to providing you with the highest quality Network Services (Services). If,
at any time, you have questions or problems, or are not completely satisfied, please
let us know. Our goal is to do our very best for you.
This _____________________ Network Services Agreement (Agreement) covers the following
major Service we may provide to you:
(a) Internet Access;
(b) Connectivity Services;
(c) Equipment Rental;
(d) Standard Colocation; and
(e) Dedicated Server Colocation.
ACCEPTANCE
By signing below, you acknowledge your review and acceptance of the terms and
conditions contained in this document or any applicable Service Addenda. This
Agreement can only be modified in a written document ex[portion deleted - included in fully
licensed version] parties.
Any attempts to make modifications to these terms and conditions are void, and will
not be enforceable. Our entire agreement consists o[portion deleted - included in fully
licensed version]nt, an accepted
Service Quote, our corporate Acceptable Use Policy, and any applicable Service Addenda.
In the event of a conflict between any of these documents, the terms and conditions of
the applicable Addendum shall prevail.
Accepted By:
_____________________________
Customer Signature
Date ________________________
RATES
The rates that we charge for Services are as specified in the accepted sales Quote.
That document also specifies the length of the term of the Agreement between us.
If you terminate a contract before the end of the agreed upon term, you will be
required to pay ______ percent (______%) of the remaining value of this Agreement.
In addition, if we provide Services via a third-party, [portion deleted - included in fully
licensed version]charged all costs
we incur for such early termination with our service provider.
UPGRADES
If you upgrade your current Services before the end of the agreed upon term, no
early termination penalty will be charged. You will be required[portion deleted - included in fully
licensed version]se the
upgrade under a new term commitment with a minimum of twelve (12) months and early
termination penalties apply to the upgraded Services as stated in th[portion deleted - included in fully
licensed version]on
of this Agreement.
PAYMENT
You will be billed on a cycle billing period. Your first bill will include all
non-recurring charges, charges for the first full month o[portion deleted - included in fully
licensed version]the pro-rated
amount for Services provided during the month of installation. You agree to pay all
charges within thirty (30) days of the date of our invoice to you. You sha[portion deleted - included in fully
licensed version]interest on overdue payments at the rate of one and ______ (______%) or the maximum-rate
allowable by law, whichever is greater. If you do not pay an in[portion deleted - included in fully
licensed version]r check is returned by your bank,
you will be billed a ______ dollar ($______) return check fee.
We reserve the right to bill you retroactively for any Services for which we previously
had not billed, provided such retroactive billing occurs within on[portion deleted - included in fully
licensed version]er the Service
is provided.
You also agree to pay all applicable taxes resulting from any transaction under this
Agreement. This does not include taxes based on our net income.
USE OF FACILITIES AND EQUIPMENT
Along with the Services, we may rent to you Standard _____________________-provided
Customer Premise Equipment (Standard CPE). The Standard CPE will e[portion deleted - included in fully
licensed version]d at
our facility or directly on your premises.
Standard CPE only includes equipment manufactured by _____________________-approved vendors.
All equipment that you rent from us will be our property, and will be made av[portion deleted - included in fully
licensed version]for
your use only for the term of this Agreement. You have no property rights in the rented
equipment. We reserve the right to replace any rented equi[portion deleted - included in fully
licensed version] expense and with
minimal interruption to Services.
If you purchase Colocation services from us, such Services will b[portion deleted - included in fully
licensed version]o you under the
terms and conditions of the Colocation Addendum which is hereby incorporated herein.
You agree to: (1) refrain from modifying rented equipment, or authorizing[portion deleted - included in fully
licensed version]er to protect
our rights in the rented equipment; and (3) provide us with sufficient, free, and safe access
to your facilities for us to fulfill our obligations including retrieval[portion deleted - included in fully
licensed version]equipment
upon termination or expiration of this Agreement.
USE OF SERVICES
You agree to fully comply with our corporate Acceptable Use Policy ("AUP"), which is attached
hereto and hereby made a part of this Agreement. Violation of our corporate [portion deleted - included in fully
licensed version]or any
of your customers may result in immediate termination of Services. You agree to independently
assess your need for the Services. You also agree to indemnify us and t[portion deleted - included in fully
licensed version] harmless for
any and all claims resulting from any use of the Services that cause damage to us, our other
customers, or any third party. This indemnification also extends to any util[portion deleted - included in fully
licensed version]ny that
we may use to provide Services.
LETTERS OF AGENCY
In cases in which you ask us to act as your authorized agent for orderi[portion deleted - included in fully
licensed version]dinating
local and long distance access circuits for services outside of this Agreement, you will
execute a Letter of Agency.
BANDWIDTH
We do not guarantee bandwidth or port speed for circuits and connections o[portion deleted - included in fully
licensed version]ur
network.
PATENTS & COPYRIGHT
If a third party claims that equipment we provide to you infringes that party's patent or
copyright, we will defend you against that claim at our expense and pay al[portion deleted - included in fully
licensed version]ages,
and attorney's fees that a court finally awards, provided that you: (1) promptly notify us
in writing of the claim; and (2) allow us to control, and cooperat[portion deleted - included in fully
licensed version] the defense
and any related settlement negotiations.
If such a claim is made or appears likely to be made, you agree to permit [portion deleted - included in fully
licensed version]you
to continue to use the equipment, or to modify it, or replace it with eq[portion deleted - included in fully
licensed version]t is at
least functionally equivalent.
This is our entire obligation to you regarding any cla[portion deleted - included in fully
licensed version]ectual
property right infringement.
TERM RENEWAL
At the end of the Term of this Agreement, this Agreement will autom[portion deleted - included in fully
licensed version]n a
month-to-month basis, at the then current _____________________ Service List Price, until
the Agreement is terminated by either party giving the other at least 30 days[portion deleted - included in fully
licensed version]itten
notice of its intent to terminate.
LIMITS ON LIABILITY
Your sole remedy for any failure or non-performance of the Services shall be outlined in
the _____________________ Service Level Agreement, attached and made part of this Agreement.
For any other claim for damages concerning our performance, we a[portion deleted - included in fully
licensed version]y for: (1)
payments referred to in our patent and copyright terms described herein; (2) bodily injury,
including death, and damage to real property and tangible personal proper[portion deleted - included in fully
licensed version]the
amount of any other actual loss or damage, up to the lesser of $______ or the actual charges
(if monthly recurring, 12 months' charges apply) for the Service t[portion deleted - included in fully
licensed version]ject of the
claim.
This limit also applies to any of our subcontractors. It is the maximum [portion deleted - included in fully
licensed version]h we are
collectively responsible.
Under no circumstances are we, the utility companies we use to provide Service, or our
subcontractors, liable for any of the following: (1) the conte[portion deleted - included in fully
licensed version]on passing
over our network; (2) unauthorized access to your transmission facilities or to equipment
you own; (3) unauthorized access or damage to, alteration, theft, destruction or loss of,
your records or data; (4) economic consequential d[portion deleted - included in fully
licensed version]ts or savings)
or incidental damages, even if we are informed of their possibility; (5) claims for damages
caused by you, through fault, negligence or failure to perform [portion deleted - included in fully
licensed version]ibilities; (6)
claims against you by any other party; or (7) any act or omission of any other party
furnishing services and/or products, or the installation and/or removal of any and all
equipment supplies by any other service provider.
WARRANTIES
For each Service, we warrant that we perform it in a competent manner.
WE DO NOT WARRANT UNINTERRUPTED OPERATION OF THE SERVICE AND SPECIFICALLY DISCLAIM ANY
OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED,[portion deleted - included in fully
licensed version]NTIES OF TITLE,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WE WILL NOT BE LIABLE TO EACH OTHER FOR ANY CONSEQUENTIAL, INDIRE[portion deleted - included in fully
licensed version]GES
WITH RESPECT TO ANY CLAIMS REGARDING THE SERVICES TO BE PROVIDED HEREUNDER.
CREDIT
Your execution of this Agreement signifies your acceptance of our initial and continuing
credit approval procedures and policies. We reserve the right to wi[portion deleted - included in fully
licensed version]or
full implementation of Service until we are satisfied with our initial credit review and
approval. We may require a security deposit before Services are provided.
If there is a material adverse change in your creditworthiness w[portion deleted - included in fully
licensed version]upt Service;
(2) deny requests for additional Services; or (3) require a deposit.
TRANSFER AND ASSIGNMENT
You may not sell, assign or transfer any of your rights or obligations under this Agreement
without our prior written consent. We reserve the right to transfe[portion deleted - included in fully
licensed version]vide to you
via a third-party network to _____________________-based facilities at any time during the
term of this Agreement.
FORCE MAJEURE
We are not responsible for performing our obligations whe[portion deleted - included in fully
licensed version]or hindered by
war, riots, embargoes, strikes or Acts of God.
GOVERNING LAW
This Agreement shall be governed by the laws of the State of __________.
SEVERABILITY
If any terms of this Agreement are held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceabilit[portion deleted - included in fully
licensed version]will not
be in any way affected.
NOTICES
Notice to either party shall be delivered by first-class, pre-paid US [portion deleted - included in fully
licensed version]spective
address.