HSIA TERMS & CONDITIONS
1. Services Provided
AURA TECHNOLOGIES AND LOGISTICS LLC will provide to CUSTOMER different Services as specified in each AURA TECHNOLOGIES AND LOGISTICS LLC Agreement. This signed Agreement will be effective as of the date of signing and will be for the duration of the term as stated in the Agreement. Either of the two parties may renew this Agreement in writing for a duration mutually agreed upon.
2. Charges and Payments
All payments that CUSTOMER shall make in connection with the signed Agreement shall be made in American dollars. The Parties agree that it is an essential provision of the Agreement that payments are effectively made in United States Dollars. According to what the Parties have agreed CUSTOMER declares that he/she has taken all necessary prevision to fulfill said payment obligation in American dollars, and Client explicitly and irrevocably waives his right to allege impossibility to fulfill his payment obligation, or force majeure, as well as his right to invoke “The Theory of the Unforeseen”, in relation with a real or legal impossibility that prevents Client from acquiring outstanding American dollars. It is hereby explicitly understood that any payment which might arise from the Agreement shall only be deemed cancelled when the exact total amount of American Dollars agreed upon has been collected AURA TECHNOLOGIES AND LOGISTICS LLC. All payments to AURA TECHNOLOGIES AND LOGISTICS LLC shall be net, free of any charge, tax, withholding or conversion cost, or transfer in which the Customer should incur to obtain the outstanding American Dollars.
2.1 Monthly Recurring Charges
Monthly recurring charges begin on the Commencement Date for each service. The charges for the first month, if it is partial, will be prorated. AURA TECHNOLOGIES AND LOGISTICS LLC will invoice fifteen (15) days in advance and payment is due in advance prior to the first day of each month in which Service is provided.
2.2 Termination of Service
a) If CUSTOMER fails to make any payment as scheduled on the 1st of each month. AURA TECHNOLOGIES AND LOGISTICS LLC may, terminate CUSTOMER’s use of any service(s) provided by AURA TECHNOLOGIES AND LOGISTICS LLC. To re-instate service, CUSTOMER will pay the cancellation charges and
any reconnection charges.
CUSTOMER will pay a deposit (as specified in Agreement), which shall be payable upon the execution of this Agreement, equal to one month’s charges. Such a deposit shall not relieve CUSTOMER of its obligation to make any monthly payment when due. AURA TECHNOLOGIES AND LOGISTICS LLC may apply such payment to satisfy any or all obligations of CUSTOMER to AURA TECHNOLOGIES AND LOGISTICS LLC; this however, shall not limit AURA TECHNOLOGIES AND LOGISTICS LLC’s right to seek any other relief or to exercise any other remedy.
2.4 Taxes and Charges
Where applicable, AURA TECHNOLOGIES AND LOGISTICS LLC’s charges are exclusive of taxes, surcharges, access charges, use taxes or charges that support universal service funds (collectively “taxes”) levied by any governmental entity or agency on account of the Service or CUSTOMER’s use thereof, (except for taxes assessed on the net income of AURA TECHNOLOGIES AND LOGISTICS LLC, or property taxes assessed on AURA TECHNOLOGIES AND LOGISTICS LLC’s facilities). All such taxes shall be payable by CUSTOMER, whether imposed on AURA TECHNOLOGIES AND LOGISTICS LLC or CUSTOMER.
2.5 Activation Charges
The activation charges for service are specified in each Agreement and are payable upon its execution.
Work will not begin until receipt by AURA TECHNOLOGIES AND LOGISTICS LLC of all of the following: (i) a valid agreement, (ii) deposit, and (iii) activation charges.
3. Commencement Date
The targeted Commencement Date for each service is as specified in each Agreement. The Commencement Date for each service shall be the date on which all of the following have occurred:
a) The service has been provisioned and turned over to CUSTOMER;
b) The applicable activation charges and applicable Security Deposit have been paid by CUSTOMER. Upon confirmation of IP connectivity by CUSTOMER or Commercial use of the service by CUSTOMER or its designate shall constitute acceptance of the service and be
considered as the Commencement Date. Should delays arise due to problems on CUSTOMER side during the activation of the service, Aura Technologies and Logistics LLC may charge for the bandwidth already assigned to CUSTOMER.
4. Cancellation of Service by CUSTOMER
4.1 Cancellation before Commencement Date.
If CUSTOMER cancels a service before the Commencement Date(s), CUSTOMER shall pay, as liquidated damages and not as a penalty, the activation charge for each such service and all costs incurred which are directly related to this project.
4.2 Cancellation after Commencement Date.
In the event that CUSTOMER cancels a service before expiration of the Term then in effect; CUSTOMER shall pay to AURA TECHNOLOGIES AND LOGISTICS LLC the following:
a) Accrued Charges. All charges accrued and unpaid with respect to the canceled services; and b) Cancellation Charges. An additional amount as cancellation charges, which shall be payable as liquidated damages and not as a penalty, equal to one hundred (100%) of the total remaining monthly recurring charges that would have become due through the end of the Term of Service.
If Customer’s use of a service renders it subject to the jurisdiction of the California Public Utilities Commission, then such circuit(s) shall be provided in accordance with, and under the provisions of, the applicable Tariff or Tariffs on file. A copy of such Tariff or Tariffs is available for inspection at the offices of AURA TECHNOLOGIES AND LOGISTICS LLC. In the event of any changes or modifications to the Tariff, Tariffs or fees of the CPUC or the broadband owner, a signed Agreement shall be subject to such change or modification during its validity. Any such fee or tariff changes or modifications will be charged to CUSTOMER. Written notification will be given to CUSTOMER of any such tariff changes or modifications.
6. Customer Obligations
6.1 CUSTOMER is solely responsible for all local legal requirements and necessary steps for the use of AURA TECHNOLOGIES AND LOGISTICS LLC services (a communication path provided by CUSTOMER or a third party), on CUSTOMER’s side of the Demarcation Point with AURA TECHNOLOGIES AND LOGISTICS LLC to its facilities or the facilities of others providing a portion of any circuit. CUSTOMER shall secure and be solely responsible for obtaining all licenses, permits, certificates, rights-of-way and other arrangements necessary for such services. Customer is full responsible for the operation and performance of all equipment on customer’s side including broadband antenna, broadband modem, routers and any other equipment pertinent to the service located at customer’s facilities.
6.2 Compliance with Laws
CUSTOMER shall not use the Service in violation of any applicable law or regulation. Each party agrees to comply with all applicable laws and regulations. CUSTOMER understands that AURA TECHNOLOGIES AND LOGISTICS LLC is subject to regulation by agencies of the US
Government, including the US Department of Commerce, which prohibits export or diversion of equipment and/or services to certain countries, and each party agrees it will not assist or participate in any such prohibited diversion or other violation of applicable US laws and regulations.
7. Limitation of Liabilities and Indemnity
In no event shall AURA TECHNOLOGIES AND LOGISTICS LLC be liable for incidental or consequential damages or loss of revenue, whether foreseeable or not, occasioned by any defect in the AURA TECHNOLOGIES AND LOGISTICS LLC provided facilities, or the provision of Service thereon, any delay in the
provision of Service to CUSTOMER any failure of AURA TCCHNOLOGIES AND LOGISTICS LLC to provide Service, or any other cause whatsoever. Neither AURA TECHNOLOGIES AND LOGISTICS LLC nor the broadband owner makes any warranties, express or implied, to any person or entity concerning AURA TECHNOLOGIES AND LOGISTICS LLC provided facilities. Without limiting the generality of the foregoing, CUSTOMER acknowledges and agrees that it shall have no right to recovery for the satisfaction of any cause whatsoever, arising out of or relating to a signed Agreement and/or transactions contemplated hereby, against any and all members of AURA TECHNOLOGIES AND LOGISTICS LLC or AURA TCHNOLOGIES AND LOGISTICS LLC itself. AURA TECHNOLOGIES AND LOGISTICS LLC does not transmit messages, although CUSTOMER may use the Service for that purpose. AURA TECHNOLOGIES AND LOGISTICS LLC is providing dedicated communications circuit(s) to CUSTOMER, without respect to the nature, volume, content or value of signals transmitted over the Service. The payments provided to AURA TECHNOLOGIES AND LOGISTICS LLC are based solely on the value of the Service, and are unrelated to the nature, volume, content or value of any signals or communications transmitted over the Service. In no event shall AURA TECHNOLOGIES AND LOGISTICS LLC be liable for costs for replacement of such Services, equipment, loss of profits, or for any special, consequential or incidental damages, however caused, and whether claimed by CUSTOMER or by any third party. Where applicable the parties acknowledge that the services will be provided to CUSTOMER through the use of a broadband connection. In the event that the broadband service becomes non-operational, the Services may be temporarily interrupted or permanently terminated without prior notice to CUSTOMER. In no event shall AURA TECHNOLOGIES AND LOGISTICS LLC be liable for any damages, losses or liabilities caused to or incurred by
CUSTOMER, directly or indirectly, as a result of such an interruption or termination.
8. Default; Remedies
Any of the following events shall constitute a default under a signed Agreement:
a) Failure by CUSTOMER to fulfill any payment obligation.
b) If either party has filed or commenced any preceding for any relief under bankruptcy or insolvency laws of the United States of America.
c) If any substantial part of a party’s property becomes subject to any levy, seizure, assignment, application, or sale for or by a creditor or governmental agency.
d) The dissolution or termination of the existence of a party.
e) Non-performance by a party of any provision of a signed Agreement, after having had thirty (30) days in which to remedy the fault.
In the event of a default by a party as described above, the other party shall have the right to immediately terminate this Agreement, in addition to any other remedy to which such party may be entitled by applicable law. If the default is by CUSTOMER, AURA TECHNOLOGIES AND LOGISTICS LLC has the right to retain all payments made by CUSTOMER, in addition to any other right that AURA TECHNOLOGIES AND LOGISTICS LLC has by applicable law.
9. Termination of a signed Agreement
A signed Agreement may be terminated by either party if: There is a confirmed outage of Service and AURA TECHNOLOGIES AND LOGISTICS LLC cannot restore Service within thirty (30) days.
A signed Agreement may be terminated on notice AURA TECHNOLOGIES AND LOGISTICS LLC to CUSTOMER, if CUSTOMER fails:
a) To make payment of any amount due under the Agreement, or
b) To cease any activity in violation of the operational requirements of the
Agreement. If an Agreement is terminated, in addition to all of AURA TECHNOLOGIES AND LOGISTICS LLC’s other legal remedies, AURA TECHNOLOGIES AND LOGISTICS LLC shall be entitled to declare immediately due and payable the amount specified in Clause 4 of these T&C’s. This amount payable shall constitute liquidated damages and shall not constitute a penalty.
A signed Agreement may NOT be terminated due to any of the following:
a) If AURA TECHNOLOGIES AND LOGISTICS LLC’s inability to perform is due to acts or omissions of CUSTOMER or its agents, or contractors or,
b) For intermittent failures of Service due to sun outages, meteorological or astronomical disturbances.
10. General Provisions
10.1 Any failure or delay in the performance by AURA TECHNOLOGIES AND LOGISTICS LLC of its obligations to commence or to continue to provide Service shall not be a breach of a signed Agreement and shall not constitute a failure for purposes of determining whether a Confirmed Outage or a failure on a Confirmed Basis has occurred, if such a delay results from any Act of God, governmental action (whether in its sovereign or contractual capacity), or any other circumstance reasonably beyond the control of AURA TECHNOLOGIES AND LOGISTICS LLC, including but not limited to, receive earth station sun outage, meteorological or astronomical disturbances, earthquake, snowstorm, fire, flood, strikes or labor disputes (excluding any strikes or labor disputes by AURA TECHNOLOGIES AND LOGISTICS LLC employees), war, civil disorder, epidemics, quarantines, embargoes, or act or omissions of CUSTOMER or any third parties, including, without limitation, any failure of CUSTOMER to provide, or the failure of, any of the CUSTOMER provided facilities, requirements or regulations of the United States and the Government of the Host Country and any other civil or military authority, or for any cause beyond either party’s reasonable control; without incurring any liability to CUSTOMER. AURA TECHNOLOGIES AND LOGISTICS LLC reserves the right to discontinue efforts to provide the Service, upon notice given to CUSTOMER on account of such conditions.
10.2 CUSTOMER shall not assign or otherwise transfer its rights or obligations under a signed Agreement, except to an Affiliate, without the prior written consent AURA TECHNOLOGIES AND LOGISTICS LLC; any prohibited assignment shall be null and void. AURA TECHNOLOGIES AND LOGISTICS LLC shall have the right to assign all or part of its rights or obligations under a signed Agreement without the prior written consent of CUSTOMER. In such event, CUSTOMER of written notice shall release AURA TECHNOLOGIES AND LOGISTICS LLC from all liabilities hereunder upon receipt to such assignment and CUSTOMER shall have no recourse against AURA TECHNOLOGIES AND LOGISTICS LLC. Such written notice shall include the name of the assignee and an agreement from the assignee to assume such liabilities.
10.3 A signed Agreement shall be interpreted in accordance with the laws of the State of California, USA. Both parties agree to submit any differences that emerge between them from the Agreement to the jurisdiction and tribunals of United States, waiving their right to any other jurisdiction that may apply due to their addresses, past, present to future.
10.4 Arbitration. Any controversy or claim arising out of or related to the order, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorney’s fees. AURA TECHNOLOGIES AND LOGISTICS LLC reserves the right to suspend work on the order until a settlement is reached. No payment due or payable by CUSTOMER shall be withheld on account of pending arbitration.
10.5 A signed Agreement may not be changed, modified, amended or released, except by previous written agreement entered into by duly authorized representatives of AURA TECHNOLOGIES AND LOGISTICS LLC and CUSTOMER. A duly authorized representative of AURA TECHNOLOGIES AND LOGISTICS LLC is the President or a Vice President of AURA TECHNOLOGIES AND LOGISTICS LLC.
10.6 In the event of any default of CUSTOMER, AURA TECHNOLOGIES AND LOGISTICS LLC may decline to provide further Services. If AURA TECHNOLOGIES AND LOGISTICS LLC elects to continue providing Services, such action shall not constitute a waiver of any default or in any way affect AURA TECHNOLOGIES AND LOGISTICS LLC’s legal remedies for such default. The waiver of any breach or default hereunder shall not constitute the waiver of any subsequent breach or default.
10.7 The invalidity or unenforceability of any particular provision of a signed Agreement will not affect any other provision of the Agreement, which will be construed in all respects as if such invalid or unenforceable provision were omitted.
10.8 Both parties recognize that any Confidential Information disclosed by either party is of proprietary value to the other. Neither party shall use or disclose such Confidential Information to others (except to its employees who are also bound to hold strict confidentiality) without the express written permission of the other party, except that either party shall not be prevented from disclosing that portion of Confidential Information received from the other party that (i) can be demonstrated by written records from a source other than the parties at the time of receipt; or (ii) was subsequently otherwise legally acquired by the parties from a third party having an independent right to disclose the information; or (iii) is now or later becomes publicly known without breach of a signed Agreement by either party or any party that received such Confidential Information from either party. The Parties obligation of secrecy shall survive expiration or early termination of a signed Agreement. The parties shall hold in confidence the information contained in the Agreement. Notwithstanding the foregoing, disclosure, on a confidential basis, by either party to its principals, auditors, attorneys, investors, lenders, insurance agents, and proposed and actual successors in interest is permitted.
10.9 Any notice or report required or permitted by a signed Agreement shall be deemed given if delivered personally, if sent by either party to the other by courier, first class mail, postage prepaid or transmitted via facsimile addressed to the other party at the following address Aura Technologies and Logistics LLC:
AURA TECHNOLOGIES AND LOGISTICS LLC
111 N. Market Street
San Jose, CA 95113
For client it will be address as stipulated in the signed Broadband IP Connectivity Agreement. Or at any other address with prior written notification to the other party. Notice shall be deemed effective upon receipt.
6.2 Internet Service Description
6.2.1 Service Description:
ATLC Internet Service offers you a capability for acquiring or retrieving information from; generating, storing, transforming, processing, or utilizing information on; or making available information to other internet end points connected directly or indirectly to ATLC’s network. Unless otherwise specified, ATLCInternet Services include the following:
18.104.22.168 DNS Services / DNS Language Assist:
Domain Name System (or DNS) services translate domain names into the numerical IP addresses needed for locating and identifying computer services and devices within the underlying network protocols commonly used to organize the internet. The DNS Services include DNS Language Assist, which upon entry of an incomplete or inaccurate Web address will automatically search for similar or related terms and present you with suggested sites you may want to reach instead of providing only an error message.
22.214.171.124 IP Addresses:
Unless otherwise specified, ATLCInternet Service is provided with a dynamic Internet Protocol (“IP”) address, a static IP address, a multiple static IP address service (as applicable), or a privately managed IP address utilizing CGNat (Carrier Gateway NAT or Carrier Gateway Network Address Translator) technology, at the sole discretion of ATLC. Static IP addresses are not available with all ATLC Internet Services or all tiers within certain ATLC Internet Services. Unless otherwise specified, a dynamic IP address is a single internet address intended for use with a single Account, served by a single modem or gateway, and a static IP address or multiple static IP address is intended for use with a single computer or a network of devices, computers and/or servers. You may not use the Service in a manner that is inconsistent with these intended uses. Unless otherwise specified, ATLC Internet Services will support both IPv6 and IPv4 Internet addresses; however, to reach IPv6-exclusive internet content, some of your equipment may require upgrades or replacement. The manner by which ATLCwill elect to support IPv6 or IPv4 and the technology used to do so shall be at ATLC’s sole discretion and ATLCcannot guarantee that every third party service will be fully compatible with the technology that ATLCelects to employ for a particular purpose.
Because the internet consists of multiple interconnected networks and most internet end points (e.g., websites and other content providers) are not directly connected to ATLC’s network, ATLCmust connect to and exchange traffic with other networks to provide its subscribers the capability of uploading data to or downloading data from internet end points that are connected to those networks. To that end, ATLChas entered into commercially negotiated agreements to exchange traffic with such networks on mutually agreeable terms. Consistent with its longstanding practice, ATLC does not warrant that it will establish or expand the connections between its network and other networks except on such mutually agreeable terms. To the extent ATLCis unable to reach agreement on terms of interconnection or network expansion with these other networks it could affect your service. These impacts on your service performance are described in more detail in ATLC’s Open Internet notice. ATLCtherefore makes no promise express or implied that you will be able to upload data to or download data from internet end points connected to other networks at any particular speed.
Like the other networks that make up the internet, ATLC’S is a shared network, which means that the transmission links and other network resources used to provide the Service are shared among ATLC’s subscribersATLCmanages this network for the benefit of all users based on a variety of factors, and our technical expertise.
6.2.2 “Speed” of Internet Services, Technology and Data Usage:
ATLCoffers many internet access service options, each of which has a specific service capability speed range. The term “speed” is commonly used as a shorthand way to describe the capacity at which a particular internet access service can transmit data. This capacity is typically measured in the number of kilobits, megabits or gigabits that can be transmitted in one second (Kbps, Mbps or Gbps). Some applications like a short email without attachments or basic web browsing do not require high service capability speeds to function optimally, while other activities like transferring large data files can be performed faster with higher-speed services. Your service capability speed may not be suitable for some applications, particularly those involving real-time or near real-time, high-bandwidth uses such as streaming video or video conferencing.
Because service performance varies on an end-to-end basis, the service capability speeds of ATLCare limited to, and measured between, the equipment utilized to provision your Internet Service at the fixed address or location you identified when ordering the Internet Service and a point on the ATLCnetwork, sometimes referred to as the “Connection” or your “internet connection.” The Connection constitutes only one segment of the end-to-end transmission path connecting the end user to internet web sites or content providers.
126.96.36.199 Expected Speeds:
Because there are many factors which may impact the speed experienced by any particular internet user at any particular time (as described in more detail below), the “Expected Speed” represents an anticipated, theoretical speed of the Connection, based on network design and engineering, measured over time. At any moment in time, a particular observed speed will vary from the Expected Speed. However, ATLC manages its wired internet network toward an overall median speed consistent with the Expected Speed. Wireless networks are generally subject to greater variability as a result of environmental factors beyond ATLC’s control, so it may not be possible to provide Expected Speeds for services which are delivered over a wireless network.
Unless otherwise expressly agreed to the contrary, ATLCmakes no warranty with regard to the technology used to provision any particular Internet Service. Notwithstanding any description that may be furnished for a particular Internet Service, ATLC reserves the right, in its sole and absolute discretion, to make changes to the technology used to provision all or any portion of any Internet Service. So long as the essential functionality of the Internet Service from a user perspective is not negatively impacted in a material way by any change in technology, ATLChas no obligation to notify you of any changes in technology and changes in technology will not affect your rights or obligations with respect to the Internet Service you have purchased.
For any particular Internet Service, the technology utilized to provision different portions of the Service may vary significantly. In those circumstances, and unless otherwise expressly agreed to the contrary, ATLCshall only be responsible for the technology utilized to provision the Connection. As discussed in further detail below, ATLChas no control over, and makes no warranties with respect to, the technology within the premises to which the internet Service is provisioned (e.g. the inside wiring, local Wi-Fi, home network and/or local access network). ATLCfurther has no control over and makes no warranties with respect to the technology utilized by content providers for purposes of operating the servers which an end user must access in order to receive access to the content.
188.8.131.52 Other Factors that Impact Speed:
In addition to issues presented by the various technologies over which an internet access may operate on an end-to end basis, end-to-end performance of your Internet Service will also depend on a variety of other factors, including (but not limited to): the number of subscribers simultaneously using the network; specific characteristics of the location from which you are accessing the internet; specific characteristics of your intended destination on the internet; overall traffic on the internet; Wi-Fi connectivity; interference with high frequency spectrum on your telephone line; wiring inside your premises, office or apartment complex; the capacity or performance of your network devices, routers, gateways or modems; the servers with which you must communicate with in order to reach your intended destination and/or access the content you are trying to access; internal and external network management factors (including Overhead, which refers to the various control and signaling data required to achieve the reliable transmission of internet access data); and the networks you and others are using when communicating. In addition, your use of other ATLCservices that may share the capacity of your broadband connection with the Service may impact the amount of capacity available for your use of the Service at that particular time and thus affect the performance of the Service.
In addition, Internet Service delivered over wireless networks may be interrupted, delayed, or otherwise limited for a variety of reasons, including environmental conditions, unavailability of radio frequency channels, congestion from other users, system capacity, network management, power outages, priority access by National Security and Emergency Preparedness personnel in the event of a disaster or emergency, coordination with other systems, equipment or infrastructure damages or modifications and repairs, proximity of antennas and/or cell towers, the location and rotation of antennas, cell tower outage or site outage, maintenance work at a cell tower or antennae site, blockage of or interference with the signal between the end user premises and the cell tower or antennae, problems with the facilities of interconnecting carriers and/or power outages.
Consequently, ATLC does not guarantee the performance of your service on an end- to-end basis. This is also why third party speed tests which include other portions of the overall internet connection beyond the Connection itself may yield results which are outside the expected speed range for your particular service plan on the Speed Tier page. ATLC expressly disclaims any warranty with respect to the outcome of these third party speed tests.
184.108.40.206 Download vs Upload Speeds:
The term “download” generally refers to the process of a user utilizing their local device or computer to access information stored on a remote device, computer or server connected to the internet and includes activities ranging from “surfing” the internet to downloading a file to streaming video. The term “upload” generally refers to the process of a user sending information from their device or computer to a remote device, computer or server connected to the internet. Unless otherwise specified, references to the “speed” of an Internet Service will solely be with respect to the download speed of that Service. Similarly, unless otherwise specified, ATLC makes no guarantee that the upload speed of a particular Internet Service will be the same as the download speed, either in terms of the applicable speed range or in terms of actual performance at any given moment. In fact, as set forth on the Speed Tier Page, many Internet Services have expected upload speeds which are lower than the comparable expected download speeds. As a result, and as a result of the many other factors that might affect speed at any given moment, the actual upload and download speed of any Internet Service will vary greatly from time to time and day to day.
6.2.3 Availability and Service Changes:
ATLCInternet Services are not available in all areas, and may not be available at certain speed tiers (or at all) at your location, even if our initial testing, an ATLC website and/or any sales representative or other personnel associated with ATLC indicated that your location qualified for a particular speed tier or Service. If your location is situated in an MTU, availability of any particular Internet Service may depend upon the owner and/or manager of the MTU agreeing to grant ATLCaccess to the MTU and/or to your particular location.
The availability of any Internet Service may also be subject to various limitations upon the capacity of the various technologies utilized in ATLC’s network to support a given number of customers on any particular Internet Service and/or speed tier in a given area (“Capacity Limitations”). Some ATLCInternet Services are more likely to be subject to Capacity Limitations. When a particular part of ATLC’s network is approaching a Capacity Limitation, it can be very difficult for ATLC to predict exactly when or how that Capacity Limitation will impact upon the availability of a particular Internet Service to a particular location. This may mean that, although a certain location may be theoretically capable of receiving the Internet Service in question, Capacity Limitations at the time a particular order is placed may mean that a particular Service is not available to a particular location. This can even occur between the time that a Service is ordered and the time that the Services is installed / fulfilled, resulting in a Service that was shown as being available to a particular location at the time an order was placed no longer being available at the time of installation. As discussed in Section in more detail with respect to particular Services below, Capacity Limitations may also mean that if a Service is terminated at any location for any reason whatsoever, it may not be possible to restore or renew that Service at that location.
ATLCalso reserves the right, in its sole discretion, to stop offering some or all ATLCInternet Services at a particular location, whether because ATLChas or expects to lose necessary access rights to the equipment required to deliver a particular service to that location or ATLChas otherwise determined that it is no longer in ATLC’s best interests to offer a particular service or services to that location. ATLC may do this either by terminating current service(s) to the location, pursuant to Section 6.5 below, or by removing the location from eligibility for the purchase of new service(s) (“Grandfathered”). If a service to a particular location has been Grandfathered, current service(s) may not be interrupted but if service is suspended or terminated at that location for any reason ATLC will not be able to guarantee that service will be renewed or restored at that location. New service at that location may not be available for purchase from ATLCor the service available may be substantially different from the service that has been Grandfathered.
For all those reasons, ATLCmakes absolutely no guarantee as to the availability of any Internet Service at any location.
220.127.116.11 Service Changes and Technology Conversions:
ATLCmay modify or discontinue any Internet Service, temporarily or permanently, and will publish the terms and conditions for temporary changes (which are incorporated into this Agreement) at ATLC. ATLCalso will endeavor to provide you with reasonable notice of material changes to your Internet Service. Your continued use or subscription to Internet Service after the effective date of the change constitutes acceptance of the change and any associated terms and conditions. In addition, if ATLCdetermines to provision Internet Service at your location utilizing a different technology, we will evaluate whether the conversion can occur without noticeable interruptions during normal business hours and no single interruption outside of normal business hours of more than one (1) hour in length. If so, we may elect to proceed with the conversion without prior notice to you. Otherwise, we will endeavor to provide you with up to thirty (30) days’ advance notice of the conversion. Following that period, we may at our sole discretion, either disconnect your service or temporarily suspend your service for up to fifteen (15) days to facilitate the conversion process.
As part of any conversion, we may, in our discretion, discontinue the particular Internet Service you are currently receiving and make available to you an alternate Internet Service of comparable or better Speed at the then applicable rates, terms, and conditions, which may differ from your previous Internet Service rates, terms, and conditions (including Bundle Discounts). If you are on a Term Plan and your overall price will increase as a result of this conversion, taking into account all applicable credits and discounts, you will not have to pay any applicable Early Termination Fee if you elect to cancel your Internet Service within the period specified for doing so on your updated Customer Service Summary or Confirmation Letter.
Your new Internet Service may require different or additional equipment in order to fully utilize. If so, we will endeavor to either provide you with the required equipment or notify you of any equipment you will be required to provide on your own. You may also be required to review and accept new or additional terms and conditions related to the new
6.7 Equipment & Software
6.7.1 Customer Equipment:
Other than the equipment and/or software provided to you by ATLC for use with the Service (collectively, the “ATLCEquipment”), you must provide all equipment, devices, and software necessary to receive the Service. Any equipment or software that was not provided to you by ATLC, including batteries, is not the responsibility of ATLC,and ATLCwill not provide support for, or be responsible for ongoing maintenance of such equipment.
Regardless of whether the equipment used to access your Service (modem, gateway, etc.) is owned by you or ATLC, ATLCreserves the right to manage such equipment for the duration of your Service, and retains exclusive rights to data generated by the equipment. Neither you nor a third party may change, interfere with, or block access to equipment, the data, or settings while you continue to receive the Service.
6.7.2 ATLC Equipment:
Any ATLC Equipment, including modems, routers, antennas, or gateways, will be either a new or a fully inspected and tested refurbished unit.
ATLC will repair or replace damaged ATLCEquipment as ATLC deems necessary and may charge you a fee for repair or replacement of the equipment. You understand that repair or replacement of equipment may delete stored content, reset personal settings, or otherwise alter the functionality of such equipment. You will be responsible for payment of service charges for visits by ATLC or its subcontractors to your premises when a service request results from causes not attributable to ATLCor its subcontractors, including, but not limited to, when you are unwilling to complete troubleshooting steps requested by ATLC. If you own the equipment or if the equipment is damaged due to your intentional acts or negligence as determined by ATLC, you will be responsible for the price of repair or replacement.
If the ATLC Equipment was damaged due to your intentional acts, negligence, or use inconsistent with this Agreement, as determined by ATLC, you will be responsible for the price of repair or replacement. Any tampering with the ATLC Equipment, including, for example, opening and attempting to modify the Equipment will be treated as damage due to your intentional acts or negligence. You agree that you will use the equipment only for its intended use and not for any other purpose (such as on another ATLCnetwork, or on another provider’s (non-ATLC) network). You agree to use appropriate and reasonable care in using all ATLC Equipment.
6.7.3 Access and Installation of Equipment:
You will provide ATLC and its subcontractors with reasonable access to your premises in order to install, maintain, repair, and/or update the Internet Service, and you authorize any other Adult resident or guest at your residence (each, an Authorized User for purposes of this Agreement) to grant access to your premises for these purposes. You understand and agree that ATLCmay drill, cut, and otherwise alter improvements on the premises (including walls, flooring, and/or other surfaces) in order to install, maintain, repair, and/or update the Internet Service. If you do not own your premises or your unit is part of a MTU, you warrant that you have obtained permission from any necessary party, including but not limited to the owner, landlord, or building manager, to allow ATLCand its subcontractors reasonable access to install, maintain, repair, and/or update the Internet Service and to make any alterations ATLCdeems appropriate for the work to be performed.
You acknowledge that ATLCmay use existing wiring, including altering the wiring and removing accessories, located within your unit. You warrant that you own or control the Inside Wiring, and give ATLCpermission to use, alter, and remove equipment from, such wiring. Without limiting any other provisions of this TOS, you agree to indemnify ATLCfrom and against all claims by an owner, landlord, building manager, or other party in connection with installation, maintenance, repair, or provision of the Services.
6.7.4 Power and Battery Backup:
The ATLC Equipment may require electrical power from your premises to operate, which you are responsible for providing. If there is a gateway at your premises, ATLCwill not provide an initial gateway battery backup unit or an initial backup battery. Any backup battery solution is your responsibility. You may choose to purchase battery backup for your ATLC Equipment from third party manufacturers or retailers.
You also agree to be solely responsible for determining when backup batteries for any ATLCEquipment require replacement and for replacing and recycling used batteries. You agree to read and follow all manufacturer or vendor directions for the replacement and recycling of backup batteries.
Note that ATLC Equipment without battery backup will not function in the event of a loss of customer-supplied power. This will disrupt your Internet Service as well as any additional services that use the ATLC Connection for transport (e.g. Voice over IP including e911) or require an internet connection to operate properly. ATLC will have no liability for loss of any service(s), whether provisioned by ATLC or a third party, in the event of interruption of customer-supplied power, with or without battery backup present in the ATLC equipment.
6.7.5 Theft or Misuse:
You agree to notify ATLCimmediately, in writing or by calling the ATLCcustomer support line, if the ATLCEquipment is stolen or if you become aware at any time that Services are being stolen or fraudulently used. When you call or write, you must provide a detailed description of the circumstances of the theft, including documentation of theft or fraudulent use of the ATLCEquipment or Services (such as a copy of a police report). You will be responsible for all charges incurred until you report the theft or fraudulent use. You will also be responsible for stolen ATLCEquipment not owned by you, however, ATLCmay in its sole discretion waive or reduce charges upon submission of documentation of theft or other circumstances. Failure to provide notice to ATLCof theft in a timely manner may result in the termination of your Services and additional charges to you. Unless notified otherwise by ATLC, after you report the theft or fraudulent use of the Services, you will remain responsible for paying your monthly fees for Services not stolen or fraudulently used.
6.7.6 Return of ATLC Equipment:
Except as otherwise provided, ATLCEquipment must be returned to ATLCundamaged, within twenty-one (21) calendar days after your Service is terminated for any reason. If equipment is not returned within twenty-one (21) calendar days, or is returned damaged, you will be charged a Non-Return Equipment Fee. We may retain any advance payment or deposit, or portion thereof that previously had not been refunded, if you fail to return the ATLCEquipment within this time period. If all ATLC Equipment is returned within six (6) months of termination, any fees charged for such ATLCEquipment will be refunded (other than fees for damages). No refunds will be made for ATLCEquipment returned more than six (6) months after termination. This Paragraph also applies if your existing equipment is replaced or upgraded for any reason.
6.9 Restrictions on Use
6.9.1 No Resale:
The Service is provided for your use only (unless otherwise specifically stated) and you agree not to, whether for a fee or without charge, reproduce, duplicate, copy, sell, transfer, trade, resell, re-provision, redistribute, or rent the Service, your membership in the Service, any portion of the Service, use of the Service, or access to the Service, including, but not limited to, reselling capabilities enabled or used by a specific application (including, without limitation, Voice Over Internet Protocol (VOIP) via wired, wireless, or other means. For example, you agree that the Service is not to be used to trunk or facilitate public internet access (“hotspots”) or any other public use of the Service, or for any high-volume purpose. All aspects of the Service, except that portion provided by third party providers, is copyrighted and property of ATLC.
6.9.2 Network Management:
ATLC reserves the right to engage in reasonable network management practices, to protect its broadband network from harm, compromised capacity, degradation in network performance or service levels, or uses of the Service which may adversely impact access to or the use of the Service by other customers. Reasonable network management practices that ATLCmay adopt include, but are not limited to, the following: (i) a cap on data usage; (ii) a modification of a customer’s serving facility or service technology; and/or (iii) a modification of or a limitation on a customer’s data throughput speed or data consumption.
A very small percentage of customers use the Service in a way which creates harm to the network, compromised capacity, degradation in network performance or service levels, or which may adversely impact access to or the use of the Service by other customers. In the event thatATLC adopts a network management practice which will apply to your Service, we will provide you with a notice, by web posting, bill insert, email, letter and/or other appropriate means, which describes the network management practice, explains how it will work, and explains how it could impact your Service.
6.10 Data Management / Content
6.10.1 Data Management:
You are responsible for management of your information including but not limited to back-up and restoration of data, erasing data from disk space you control and changing data on or settings for your modem and/or router. ATLCis not responsible for the loss of your data or for the back-up or restoration of your data regardless of whether this data is maintained on our servers or your computer server.
You, and not ATLC, are entirely responsible for all content that you upload, download, post, email, transmit or otherwise make available by use of the Service (“User Content”).
ATLCdoes not claim ownership of User Content. However, with respect to User Content you submit or otherwise make available via your Internet Service, you grant ATLC a nonexclusive, unrestricted, irrevocable, worldwide, sublicenseable, transferable, perpetual, unlimited, assignable, fully paid up and royalty-free right to copy, display, edit, publish, prepare derivative works of, distribute, process, analyze, use and commercialize, in any media known or hereinafter developed, to such User Content.
ATLC may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; or, (d) protect the rights, property, or personal safety of ATLC, other end users, and the public.
6.11 Customer Service Support
ATLC provides free basic customer care for Service purchased from ATLCand covered under this Agreement. Although ATLC reserves certain rights related to equipment necessary to receive the Service and will repair or replace damaged equipment as ATLC deems necessary (in each case, as described in, and subject to the terms and conditions (including fees and other charges) set forth in, Section 6.7.2 above), ATLCdoes not provide support for devices that access the Service under this Agreement.
6.12 Contact Information
Unless otherwise specified in this Agreement, notices by Members to ATLCmust be given by emailing email@example.com
7.ATLC Reimbursement for Time, Materials and Expenses.
If, before the service commencement date, either you cancel an order for or terminates any Business Internet Service or service component (other than as permitted for default by ATLC) or ATLCcancels an order for or terminates any such Service or service component for cause, you will reimburse ATLCfor time, materials, and expenses incurred before the effective date of such cancellation or termination, plus any third-party charges resulting from the cancellation or termination.