If you are interested in establishing service with WAVENET, Please READ and
UNDERSTAND the following terms and conditions:
This Agreement by and between WAVENET Inc. (hereinafter WAVENET) and the identified person/entity ordering services (hereinafter Customer) is effective as of the date the Customer signs this Agreement. WAVENET provides access to certain computer networks and software to assist in the utilization of said computer networks and Customer agrees to the services and software provided by WAVENET pursuant to the terms and conditions of this Agreement.
1. WAVENET's Duties: The services and software WAVENET will provide Customer (hereinafter individually and collectively called Networks) shall be those ordered by Customer on the WAVENET Order Form. WAVENET will provide Customer with access to the Networks and supply Customer a unique password. Customer shall generally have access to the Networks Monday through Sunday 24 hours per day.
2. Customer duties and restrictions: Customer shall use the Networks and all information obtained therefrom solely for the internal purposes of Customer and its subsidiaries. Customer shall not access such Networks or provide any information obtained therefrom, for the benefit of third parties (except for Customers subsidiaries). Customer shall comply with all proprietary and restrictive notices that may appear in the Networks. Customer shall be responsible for maintaining the security of the unique password(s) and access telephone number(s) issued to Customer and shall be responsible for all charges for access to the Networks initiated by such password(s). Customer shall, at its expense, lease or otherwise provide communications lines between WAVENET's facility and Customers facilities. Such communications lines shall meet WAVENET's specifications therefor.
3. Acceptable Use: WAVENET's Networks and the information obtained therefrom may only be used for lawful purposes. Transmission of any material in violation of any International, Federal or State law or regulation is prohibited. This includes, but is not limited to: copyrighted material, threatening or obscene material, or material protected by trade secret. Customer agrees to indemnify and hold WAVENET and all persons and entities affiliated with WAVENET harmless from and against any claims, demands, lawsuits and damages arising from Customers use of the Networks or information obtained therefrom. WAVENET may at its sole discretion revoke Customers access without prior notice for inappropriate usage of the Networks or the information obtained therefrom.
4. Charges: In consideration of Customers access to WAVENET's Networks, Customer shall remit to WAVENET payments in accordance with WAVENET's currently published pricing. In addition, Customer shall pay all applicable taxes based on or measured by this Agreement. Customer shall pay WAVENET a late payment charge of one per cent (1%) per month (min of $5.00) on any unpaid amount for each calendar month or fraction thereof that any payment to WAVENET is in arrears. WAVENET shall be relieved of its duties and may terminate Customers access to the Networks if payment is not received when due. Termination of Customers account or services hereunder does not affect Customers responsibility under this Agreement to pay all fees incurred up to the date the services were terminated, including any collection fees and attorney fees and costs incurred by WAVENET.
5. WARRANTIES: WAVENET MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE. WAVENET TAKES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY CUSTOMER INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA FROM DELAYS, NONDELIVERIES, MISDELIVERIES, OR SERVICE INTERRUPTIONS CAUSED BY WAVENETS OWN NEGLIGENCE OR CUSTOMERS ERRORS OR OMISSIONS. THOUGH WAVENET BELIEVES THAT THE NETWORKS AND INFORMATION OBTAINED THEREFROM ARE ACCURATE AND CORRECT, WAVENET DOES NOT WARRANT THE ACCURACY OR CORRECTNESS OF ANY NETWORK OR INFORMATION OBTAINED THEREFROM.
6. Limitation of Liability: Customer uses the information obtained through WAVENET at its own risk. In no event shall WAVENET be liable to Customer for any indirect, special or consequential damages or lost profits arising out of or related in any way to this Agreement, the performance or breach thereof, of the accuracy or correctness of the Networks or information obtained therefrom.
7. Term: This Agreement shall continue until canceled by either party. Customer may cancel at any time upon thirty (30) day prior written notice to WAVENET. Customer shall remain responsible for any fees and taxes up to the date of termination. WAVENET may cancel/terminate this Agreement at any time upon written notice to Customer. WAVENET shall reimburse Customer for any unused fees where appropriate on a pro-rata basis. The foregoing rights and remedies of the parties shall be cumulative and in addition to all other right and remedies available to them in law and in equity.
8. Survival: The terms and conditions contained herein are intended to continue and survive and shall so any cancellation or termination of this Agreement.
9. Directories: WAVENET may list contact information pertaining to Customer in relevant directories.
10. Use of other networks: If Customer uses any other organizations networks or software, Customer is subject to their permission and usage policies.
11. Change of Status: WAVENET will occasionally require new registration and account information by the Customer to continue service. In addition, the Customer shall notify WAVENET in writing of any changes in the account information, such as address.
12. Change of Terms and Conditions: WAVENET reserves the right to change the terms and conditions of this Agreement by notifying Customer in writing at least thirty (30) days in advance of the effective date of the change. Use by the Customer after the effective date of the change constitutes acceptance of the new terms and conditions. Otherwise, this Agreement may be amended only by an instrument executed by authorized representatives of the respective parties.
13. Entire Agreement: This Agreement is the sole agreement between the parities and supersedes all prior understandings, writings, proposals, representations or communications whether written or oral by either party. A current copy of the terms and conditions will always be available upon request.
14. Applicable Law: This Agreement shall be interpreted in its entirety in accordance with the laws of the State of Oregon.