The Terms and Conditions set forth below are incorporated in and made part of a Service Agreement dated for reference between Montana Digital, LLC as “Provider” and “Subscriber”. When used herein, the term “Agreement” shall refer to the Service Agreement, these Terms and Conditions, and any other Schedules or Exhibits forming part of the Service Agreement.
Payment Terms. Accounts are payable monthly, quarterly, or annually depending upon plan selected in the Service Agreement. The payment period of the plan selected shall be referred to herein as the Payment Period. Monthly Accounts will be paid in advance for Services starting on the Effective Date and paid monthly in advance from the Effective Date. Quarterly Accounts will be paid for 3 months in advance and paid quarterly thereafter.
Annual Accounts will be paid one year in advance and yearly thereafter. All Accounts will be continuously paid and maintained until the Subscriber or Provider chooses to terminate the Account pursuant to this Agreement.
Payments are to be made by Credit Card or an Electronic Payment Account, the Credit Card or Electronic Payment Account will be charged on the first day of each Payment Period. Payments made by check must be received by Provider not later than the first day of each Payment Period.
In the event of a failure of payment by the date due, Provider may “freeze” the Account and not allow access to the Services until payment is made. If payment is not made, Subscriber agrees to pay the cost of collection of any unpaid charges, including, without limitation, reasonable attorney’s fees and expenses. Support will not be available for Accounts with unpaid balances.
A charge of $10.00 will be assessed for late payments. A fee of $35 will be charged for checks returned unpaid.
If you believe Provider has billed you in error, you must contact Provider by email addressed to email@example.com within 30 days of the invoice or transaction date of the disputed charge. Refunds or adjustments will not be given for any charges which are more than 30 days old.
Overdue Payments. Overdue payments shall bear interest at a rate of eighteen percent (18%) per annum from the date such payment becomes due. Service may be suspended to overdue accounts without notice to customer.
Credit Card or Electronic Payment Account Changes. If your Credit Card or Electronic Payment Account changes, expires, or for any other reason cannot be processed, please contact our billing office within three (3) business days to arrange payment.
Term. The term of this Agreement (the “Term”) shall commence on the date of the Service Agreement and shall continue for the period of the Term specified in the Service Agreement.
The Term shall become month to month after the Term has expired unless notice by either party to amend the Agreement or cancel the Agreement is received by the other party at least 30 days in advance of expiration date of contract.
Termination. Notwithstanding the provisions set forth in the Term section, this Agreement may be terminated by Provider upon the occurrence of the following events: In the event that Subscriber (i) is more than 30 days past due in paying any amounts due to Provider; (ii) files or initiates proceedings or has proceedings filed or initiated against it, seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law (iii) Subscriber or any User of the Service at Subscriber’s facility fails to comply with Provider Usage restrictions stated herein. Termination of Service by
Provider does not relieve Subscriber from the obligation to make all payments as set forth in this Agreement and will not result in any refund to Subscriber for periods prior to termination. Subscriber agrees to return equipment upon cancellation day or pay Provider $150.00 for the Hardware.
Failures of Service by the local exchange, or the interexchange carrier, or other third party, or by strikes, labor disturbances, Acts of God, or any event or force of nature which prevents commencement of the Service or continuation of the Service under this Agreement shall give both Provider and the Subscriber the right to terminate this Agreement without penalty, provided 10 days written notice is given.
Cancellation-DSL. Each subscription is for the period of the Term subject to earlier cancellation as herein provided. If Subscriber cancels prior to the end of such period, Provider may charge a cancellation fee equal to each month or partial month remaining in the balance of the Term and a disconnect fee of $95.00 (the “Cancellation Fees”). A termination will only be complete upon your receipt of a confirmation cancellation number from Provider. Charges to your account will stop accruing on the specified date of cancellation and upon payment of the Cancellation Fee. Provider does not issue prorata fee refunds. Setup fees, hardware fees and other initial payments are nonrefundable. Subscriber agrees to return Hardware upon cancellation or pay the Provider $150.00 for the Hardware.
Cancellation-BROADBAND. Each subscription is for the period of the Term subject to earlier cancellation as herein provided. If Subscriber cancels prior to the end of such period, Provider may charge a cancellation fee equal to each month or partial month remaining in the balance of the Term (the “Cancellation Fees”). A termination will only be complete upon your receipt of a confirmation cancellation number from Provider. Charges to your account will stop accruing on the specified date of cancellation and upon payment of the Cancellation Fee. Provider does not issue prorata fee refunds. Setup fees, hardware fees and other initial payments are nonrefundable. Subscriber agrees to return Hardware upon cancellation or pay the Provider $495.00 for the Hardware.
Right to Modify Terms. Provider reserves the right to modify the terms and conditions contained in this Agreement upon 30 days notice to Subscriber transmitted via e-mail. In the event of a material modification, Subscriber shall have the right to cancel this Agreement provided notice of cancellation is sent to Provider by email addressed to HYPERLINK "mailto:firstname.lastname@example.org" email@example.com prior to the end of 30 days after such notice to Subscriber.
No Resale of Service. Subscriber is authorized to use and to allow the use of the Services at the Subscriber Physical Address specified in the Service Agreement by Subscriber’s employees and invitees. Under no circumstance is Subscriber permitted to resell the Services or any part thereof. Provider reserves the right to disable the Account and terminate this Agreement if this provision is breached. In the event of any such termination, Subscriber will not be entitled to the refund of any amounts paid to Provider and Subscriber will be liable for the Cancellation Fee.
Telco and Other Charges Not Included. The Service provided herein is exclusive of all other telecommunications services which may be required to establish connection for the Subscriber to Provider. Any charges imposed for the use of the “Internet”, including any federal, state or local taxes shall be paid directly by or passed through to Subscriber.
Network Numbers. All CIDR network numbers that may be required for the Service shall be provided solely by Provider. If Subscriber leaves Service, all CIDR numbers must be returned to Provider for reallocation to other Customers and will not be available for continued use by departing Subscriber.
Domain Name. Provider will route Subscriber’s Domain name (if any) into its network. In the event Subscriber also elects to have Provider register a Domain Name on behalf of Subscriber with the InterNIC, Provider will do so with the understanding that Provider is not responsible for the ownership, control, and use of the domain name. Besides any and all fees required by Provider to perform such InterNIC registration services, the Subscriber will be also responsible for any an all other fees due and payable to the InterNIC for such Domain name services.
Equipment and Software. Except for software or equipment provided by Provider, if any, Subscriber is responsible for providing and maintaining all equipment, services and software necessary to access the Service. All guarantees and warrantees for hardware and software products are those provided by the manufacturer. Provider provides no guarantees or warrantees beyond that offered by the manufacturer unless explicitly stated in writing. In no case shall Provider be liable for consequential damages from hardware or software problems. The equipment is owned by the Provider.
Service Adjustments. In the event of any substantial service interruption, Provider will provide an additional day of service at the end of the stated Term for each day within which the problem is experienced by a Subscriber for (4) consecutive hours. This is the sole remedy available to Subscriber for Service disputes and will be granted solely by Provider.
Notices. Notification to either party to this Agreement will be sufficient when transmitted in the following ways:
Such address may change with written notice providing the new address to which notification is to be made.
Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and there respective successors and approved assigns. This Agreement is non-assignable by Subscriber without Provider’s prior written consent, except to entities completely controlling or controlled by that party. This Agreement may be assigned by Provider in Provider’s sole discretion.
Indemnification. Subscriber hereby agrees to indemnify and hold Provider harmless from all liability, loss, cost, or damage arising from any use by Subscriber and/or its employees or any party using the Account, including without limitation, any of the following: (i) any use that constitutes illegal activity, (ii) loss of data or opportunity resulting from delays in the delivery of data, the non-delivery of data, or interruption of the Services, (iii) unauthorized use of any password, or (iv) claims or any third party or entity for damages, losses, or injuries arising out of the negligent or willful act or omission of Subscriber or its agent, servants, employees, contractors or representatives.
Passwords and Security. Provider shall issue one or more passwords to Subscriber that Subscriber must use in order to gain access to the Services. Subscriber shall be responsible for the protection of the password(s).
Venue and Remedies. In the event of a breach or a threatened breach of any covenant of Subscriber contained herein, Subscriber consents and hereby submits himself/herself to the jurisdiction of the courts located in Flathead County, Montana, and acknowledges that venue shall be proper in said court, or any other court and/or venue used by Provider in order to seek a restraining order and injunction restraining the breach or threatened breach of any covenant contained herein or any order of mandatory compliance with the terms of this Agreement. Subscriber acknowledges that monetary damages may not adequately compensate Provider for a breach or threatened breach of this Agreement, but further agrees that Provider shall be entitled to any and all remedies whether at law or in equity including the recovery of damages for breach or threatened breach of any covenant contained herein. Further, the undersigned hereby consents to the entry of such a restraining order or injunction and agrees not to asset any defenses to the entry thereof, including, but not limited to, the defense that an adequate remedy at law exists.
General Terms. The waiver or failure by either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect. Neither party shall have the right to use the other’s name, trademark or trade name without the prior consent of the other party for any uses not contemplated by this Agreement. This Agreement represents the complete agreement and understanding of the parties with respect to the subject matter herein, and supersedes any other agreements. In the event of any conflict arising between Subscriber’s purchase order terms and this Agreement, this Agreement shall take precedence. In the event of a dispute to this Agreement, the prevailing party is entitled to recover expenses including reasonable attorney’s fees. This Agreement shall be governed by the substantive law of the State of Montana.
Charges for Extra Services. Provider’s installation or setup fee charges assume that proper wiring is available at a point close enough to the hardware required for Subscriber to connect to Provider’s Service. If Provider is asked to run wires, install jacks or perform other services, Subscriber agrees to pay Provider for such extra services on a time and materials basis.
SUBSCRIBER EXPRESSLY AGREES THAT USE OF THE SERVICE, WHICH INCLUDES THE CONTENTS THEREOF AND ANY STORAGE OR USE OF INFORMATION, IS AT SUBSCRIBER’S SOLE RISK. NEITHER PROVIDER NOR ANY OF ITS INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT THE SERVICE WILL BE UNITERRUPTED OR ERROR FREE; NOR DOES PROVIDER MAKE ANY WARRANTY AS TO THE RESULTS TO ABE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS DISTRIBUTED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SERVICE OR INFORMATION. NEITHER PROVIDER NOR ANYONE ELSE INVOVLED IN CREATING, PRODUCING OR DELIVERING THE SERVICE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SERVICE OR INABILITY TO USE THE SERVICE OR OUT OF ANY BREACH OF ANY WARRANTY. THE PROVISIONS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
Without limiting the generality of the foregoing, Subscriber understands that Provider does not maintain “virus” analysis or protections programs, and protection against computer viruses is Subscriber’s sole responsibility. Subscriber understands that the use of the Services are subject to various risks beyond the control or responsibility of Provider, including without limitation, risks due to weather, electrical surge, theft, line failure, viruses and acts of God that could affect data or availability of the Services. Provider is not responsible for the content of any homepage of Subscriber. Provider is not responsible for the security or integrity of any data transmitted through Provider’s facilities or stored, even temporarily, on any of Provider’s facilities. Provider is an Internet service provider only, and assumes no liability for the costs of line charges or other user fees incurred by customer.
Internet Is Not a Secure Network. The Internet is not a secure network. Confidential or sensitive information should not be transmitted over the Internet. Provider does not assume responsibility for loss or theft of information transmitted over the Internet.
Service Usage Restrictions. The Service may not be used in violation of any community standards, accepted Internet policy, laws or regulations of local state or Federal governments or Agencies thereof, or international treaty. Actions such as, but not limited to, misuse of copyrighted, patented or protected materials, use of the Service for defamatory, threatening or obscene purposes, and the mass distribution of any message on an intrusive basis (“spamming”) to users of the Internet, is prohibited. Any such violations may be grounds for termination of the Service.
Compliance with Network Rules and Regulations. Subscriber agrees to access the Internet system for lawful purposes only and to comply with any rules and regulations established from time to time by any network systems through which data originated at Provider’s equipment may pass.
Information Belonging to Others. Although unlikely, it is possible that information intended for others will be inadvertently directed to Subscriber. Subscriber agrees to treat any such information as privileged, confidential and exempt from disclosure under applicable law. If Subscriber is not the intended recipient, or the employee or agent responsible for delivering the message to the intended recipient, Subscriber understands and agrees that any dissemination, distribution, copying, reading or use of such information is strictly prohibited. Subscriber agrees to notify Provider or the intended recipient immediately if any such information is received by Subscriber.
Confidentiality of Information. Provider agrees to employ industry standard measures designed to guard to confidentiality of information passing through Provider’s facilities. Provider reserves the right to view confidential information in connection with Provider’s system maintenance operations or if necessary to troubleshoot or correct any problems with Provider’s facilities. Provider will not voluntarily disclose any confidential information, but will comply with lawful orders for the production of such information.
Improper Use. Transmission of material in violation of any state or federal regulation is prohibited, including, without limitation, copyrighted material, material legally determined to be threatening or obscene, or material protected as a trade secret. Provider reserves the right to withhold and/or remove Web pages or any and all other materials on Provider’s systems and sponsored by Subscriber if such pages or materials contain any of the aforementioned prohibited materials.
Technical Support Limited. Provider is proud to offer the best technical support services in its market area. Such technical support, however, must be limited to internet connection issues or to issues relating to equipment supplied by and owned by Provider. Provider should not be looked upon as a troubleshooter for any problems Subscriber is having with Subscriber’s computer or network system. If Subscriber has problems with Subscriber’s computer equipment, software, network or any items not related to the internet access connection provided by Provider, Subscriber must refer to consultants of Subscriber’s choice, but not to Provider.
IT Consultants Separate. Provider provides internet access and related services only. Provider will provide limited setup and installation services in order to establish the Service to which Subscriber has subscribed. Provider is not currently offering other Information Technology (“IT”) services or consultations (“IT Consultancy Services”). If IT Consultancy Services are required by Subscriber, Provider can recommend one or more IT Consultants. However, any IT Consultant utilized by Subscriber is by separate arrangement between Subscriber and such IT Consultant. Subscriber will incur separate charges for work undertaken by the IT Consultant, and Subscriber should expect to receive a statement of charges from the IT Consultant which charges are separate from any charges imposed by Provider. IT Consultants are independent contractors for whom Provider has no responsibility.
Service Level. If Subscriber intends to deploy the Service over a LAN or WAN, Subscriber acknowledges that the access speed of the Service will degrade if too many users are utilizing the Service at any one time. If Subscriber experiences such degradation, Subscriber should consider subscribing to a Service level with greater bandwidth. Please contact your Provider service representative to discuss an increase in Service level.
Static IP Address and Email Service Risks. Subscriber acknowledges that if Subscriber is using a static IP address for an Email Server maintained by Subscriber without a “firewall”, such Email Server may be accessible to unauthorized outsiders. Subscriber is advised either (i) to contact Subscriber’s IT Consultant about installing a “firewall” or (ii) about using dynamically assigned IP addresses and/or establishing an Email redundancy capability.
Taxes & Fees. Subscriber acknowledges that Local, State and Federal taxes are not included in the monthly Internet rate(s) and that Provider may add fees for enhancements to Subscribers Service from time to time which will be added on a separate line on your invoice.