NIANET End User Agreement

NIANET End User Agreement

Agreement: These Terms and Conditions are part of the Network Innovation Associates, Inc. (hereafter referred to as “NIA”) Agreement (“Agreement”) by and between the Customer identified in the Agreement (“Customer”) electronically accepted or executed by Customer and the provider of NIANET Services, Network Innovation Associates, Inc. doing business as NIA. Pursuant to the Agreement and subject to availability, NIA shall provide to Customer the NIANET Services ordered in the Agreement (“Services”). NIA recommends that Customer print out a copy of these Terms and Conditions and retain the copy with the rest of Customer’s NIANET Contract. IF CUSTOMER IS NOT A BUSINESS, CUSTOMER HAS A RIGHT TO A HARD COPY OF THIS AGREEMENT FREE OF CHARGE.

Billing and Payment: Commencing with the first full month of service, NIA shall invoice Customer applicable service charges and fees listed in the Contract Order Form, as well as applicable taxes and government surcharges. The first invoice will include any non-recurring charges incurred and the pro-rated monthly recurring charge for service rendered prior to the invoice date, as well as the monthly recurring charge for service to be provided during the month in which the invoice is sent. Payment by Customer of invoiced amounts in U.S. dollars is due within twenty (20) days of the invoice date. Authorized monthly credit card payments are charged to Customer’s credit card within the first week of the month. Past due accounts will be charged a late fee of 2% per month (or legal limit, if less) on any unpaid past due balance.  NIA may sell, assign, or transfer Customer’s account to a third party without notice. In the absence of a notice of such sale or transfer, Customer must continue to make all required payments to NIA in accordance with Customer’s billing statement.

 

Customer Premises Equipment: NIA’s Customer Premises Equipment (“CPE”) is the sole property of NIA and is loaned to Customer solely to utilize NIANET. Customer is responsible for maintaining the CPE in good working condition. Customer shall reimburse NIA, on a time and materials basis as documented in an invoice, for the cost to repair and/or replace NIA CPE in the event of (a) misuse, (b) failure to exercise reasonable care, (c) physical damage, (d) theft, or (e) disaster. Customer acknowledges and agrees that title to the CPE is retained at all times by NIA.

Support and Escalation Procedure: Customer may contact NIA for any and all service and hardware issues by calling 559-271-5500 24 hours a day, seven days a week or emailing support@niasat.com. The NIA escalation procedure involves a tiered troubleshooting guideline as follows: Tier 1 handles all initial inbound calls and escalates them after performing basic hardware and service troubleshooting.  Tier 2 handles all issues beyond tier 1 troubleshooting.  Tier 3 handles all NOC (Network Operations Center) configuration problems.  It is the customers responsibility to call or email NIA within 24 hours of any NIANET hardware or service related issues.  Any complaints and/or problems with NIA technical support should be escalated to sales@niasat.com.

Standard Installation: The NIA installation process at Customer premises should take approximately two (2) hours to complete (please note that 15 minutes is the allotted time for the Standard Installation NRC for Shared Line and Expanded Coverage Circuits. Additional time, if needed, will be invoiced). The installer will provide and install up to fifty (50) feet of new wire and other minor materials required to complete the installation. The installer will install (in an accessible basement or crawl space area or externally along a convenient route) the wire needed to connect the Local Exchange Carrier or phone company point of demarcation located outdoors to a reasonably accessible location within Customer’s premises at or near the primary personal computer location, which must be within six (6) feet of a grounded, 110 VAC, electrical outlet. The installer will test the circuit to confirm its operability, connect and configure one (1) non-networked P.C., and verify complete circuit functionality. If the circuit is migrated from another ISP, its installation for the purpose of billing shall be complete upon post-migration activation by NIA.

Domain Name Fee: The registration and maintenance of Customer’s domain names are Customer’s responsibility and not included in the NIANET Service.

IP Addresses: Upon IP address reassignment or expiration, cancellation, or termination of the Agreement, Customer shall relinquish any IP addresses or address blocks assigned to Customer by NIA.

Services Availability: Once installed, Services will be available 24 hours a day, 7 days a week, except in the event of any scheduled preventive maintenance, for which NIA will use commercially reasonable efforts to provide prior notification via electronic mail to Customer, or of any unscheduled emergency maintenance which shall be concluded as soon as practicable.

Minimum Service Term: THE MINIMUM SERVICE TERM SHALL BE THAT STATED IN THE CONTRACT ORDER FORM FOR THE RESPECTIVE SERVICE ORDERED BUT SHALL BE NO LESS THAN 365 DAYS FROM THE DATE ON WHICH NIA INSTALLS THE OPERABLE CIRCUIT ORDERED OR SUBSEQUENTLY ACCEPTED BY CUSTOMER. The one-year Minimum Service Term will automatically renew for consecutive one (1) year Minimum Service Terms unless Customer provides to NIA written notice of termination, or either party provides to the other written notice of non-renewal, at least 30 days prior to the expiration date of the then-current Minimum Service Term. (Early termination fees discussed in the Agreement shall apply to termination during any Minimum Service Term.)

Suspension and Termination of Services: Customer may terminate Services upon 30 days prior written notice to NIA, provided that Customer pay to NIA the early termination fee if the termination occurs within the minimum Services Term, and return or pay for CPE as further discussed in thee “Effect of Termination” section below. Such termination notice from Customer must be submitted at: www.niasat.com or in writing sent to NIA’s main corporate office. NIA may suspend or terminate Services and this Agreement without prior notice if Customer fails to timely pay in full for Services or violates NIA’s Acceptable Use Policy. Customer may reinstate Services suspended for nonpayment if, within 5 days of the Services suspension date, Customer pays to NIA the Service Reinstatement Fee plus all outstanding amounts due, including the cost of Services that would have been provided during the suspension period. If the Customer chooses not to so reinstate Services, NIA will deactivate Services without further notice and any applicable invoiced charges, including any applicable Early Termination Fee, shall become immediately due and payable.

Effect of Termination: Upon termination of NIANET, NIA will disconnect and invoice Customer for the original CPE price. If the CPE is returned within 20 days of termination and is confirmed by NIA to be in good working condition, the Customer will be credited in full for the CPE. In addition, for any termination of NIANET that occurs after Customer submits its NIA Agreement with Service Order but within 365 days of the Services installation date, NIA shall invoice Customer, and Customer shall pay, an Early Termination Fee of $500. NIA will waive the Early Termination Fee if (i) Customer cancels its order within 5 business days of placing it; (ii) NIA cannot install ordered Services within 50 days after NIA accepts the NIA Agreement executed by Customer, and Customer chooses not to wait for NIA to complete the installation; or (iii) for a period of more than 10 business days after Customer informs NIA of the problem, Customer’s Services circuit is inoperative or unable to transport data reliably at the sync rate accepted at the time of installation, and Customer then chooses to deactivate.

Service Level Credits: Upon Customer’s request, NIA will credit to Customer’s account an amount equal to the connectivity charges for the length of any unscheduled Services circuit outage of at least two hours duration, provided that Customer notifies NIA immediately of such outage, and that NIA reasonably determines that such outage was attributable to NIA and not to any action or omission of Customer or any third parties (including failure of third party equipment). Customer credit may not exceed one month’s service fees in any single calendar month. Customer must request credit in writing or via e-mail within 72 hours of Services restoration.

Acceptable Use Policy: Customer and all of its employees shall abide by the terms of the Acceptable Use Policy (“AUP”) set forth at http://www.niasat.com/legal/aup and incorporated herein by reference. Reselling the Services without NIA’s express written authorization is prohibited by the terms of the AUP. By accepting NIA, Customer agrees to this AUP and any subsequent modifications thereto. NIA reserves the right to modify this AUP from time to time, effective upon posting the AUP as modified at the URL shown above. If, following, receipt of Customer’s.  NIA does not endorse or in any way warrant the accuracy, completeness, truthfulness, or reliability of any service, opinion, advice, communication, information, or other content on or made available through the Services unless created by NIA. Content, not created by NIA, does not constitute or reflect the views or opinions of NIA and has not been approved by NIA. NIA does not recommend that such content be relied upon in making decisions or conclusions without appropriate verification by the Customer or user and, as appropriate, professional advice. Customer relies on such content at its own risk.  CUSTOMER ACKNOWLEDGES THAT INTERNET SITES NOT CREATED, CONTROLLED OR MAINTAINED BY NIA MIGHT CONTAIN OR PROVIDE ACCESS TO IMAGES, SOUND, MESSAGES, TEXT, SERVICES, OR OTHER CONTENT THAT MAY BE UNSUITABLE FOR MINORS AND THAT MAY BE OBJECTIONABLE TO MANY ADULTS. CUSTOMER ACKNOWLEDGES THAT NIA IS NOT RESPONSIBLE FOR SUCH CONTENT OR MATERIAL AND AGREES THAT ACCESS TO SAME THROUGH USE OF THE SERVICES OCCURS AT CUSTOMER’S SOLE RISK. The reliability, availability, legality, performance, and other aspects of resources accessed through the Internet are beyond NIA reasonable control and are not in any way warranted or supported by NIA, its affiliates or its third-party contractors. Customer acknowledges that such Internet sites and the content contained therein do not always contain safeguards relative to copyright, ownership, appropriateness, reliability, legality, and integrity of content. Customer confirms that Customer assumes all risk and liability of any use of the Internet through Customer’s account, including Customer’s continuous compliance with the Agreement.  The Services permit Customer and Customers employees, guests or others authorized by Customer to use the system on a 24 x 7 basis while on the premises of the Customers installation address. The service cannot be resold or shared for compensation with any other entity or provided on a paid-basis to any customers of Customer. The service cannot be attached, for free or on a paid basis,   to any “open” or public wireless or other public connection-sharing technology. The service is not to be used as a back-haul for any ISP type of use. The NIA bandwidth is provided on a shared, as available basis and the NIA network is configured to provide an acceptable business-grade level of service to all customers. NIA will not allow a small fraction of its users to monopolize the network to the detriment of other users, therefore NIA reserves the right to limit the available speed or amount of throughput available to any customer who exceeds a 90% utilization threshold. This means that NIA has the right to limit, when necessary, the use of the network by the users who are in the highest 10% of network bandwidth consumption in order to keep their usage patterns from negatively affecting other users. There is no set daily, weekly or monthly throughput allowance other than as described above.

Disclaimer of Warranties and Limitation of Liability: EXCEPT FOR THE SERVICE LEVEL CREDIT COMMITMENT SPECIFICALLY PROVIDED FOR HEREIN, NIANET IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES EITHER EXPRESSED OR IMPLIED. NIA HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER RECOGNIZES THAT NIA CANNOT CONTROL THE CONTENT TRANSMITTED ON ITS NETWORK OR THE INTERNET AND THAT COMMUNICATIONS ON THE INTERNET MAY NOT BE SECURE AND MAY BE SUBJECT TO INTERCEPTION OR LOSS. NIA NETWORK DISCLAIMS, AND CUSTOMER HEREBY RELEASES NIA FROM, ANY LIABILITY ARISING OUT OF OR INCIDENTAL TO USE OF NIA OR CPE. IN NO EVENT SHALL NIA’S LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE AMOUNT OF SERVICE CHARGES PAID BY CUSTOMER DURING A SERVICE YEAR.

Indemnity: To the fullest extent permitted by law, Customer shall defend, indemnify, and hold harmless NIA against any liability arising from or incidental to (1) the use of NIA provided to Customer, whether or not Customer has knowledge of or has authorized access for such use, and (2) any damage to or destruction of NIA CPE not caused by NIA or its agents.

Force Majeure: If NIA’s performance of this Agreement is prevented, restricted or interfered with by any cause beyond its reasonable control, including but not limited to acts of God, fire, terrorism, labor strike, cable cut, supplier breaches or delays, government order, law, or government directive, then NIA shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference and NIA shall use reasonable efforts to avoid or remove such cause of non-performance and shall perform with reasonable dispatch whenever such causes are removed or cease.

Entire Agreement: The Agreement constitutes the complete and exclusive statement of the understandings of NIA and Customer with respect to the subject matter of the Agreement and supersedes all prior oral and written statements relating to the NIANET services provided hereunder. The Agreement may be modified or amended only by a written or electronic document executed by NIA and Customer or electronically accepted by Customer and confirmed in a written or electronic document by NIA.  This Agreement, as published in the Web Site, and the Service Order, Terms of Use and the additional documents contained in the Web Site which are referred to herein, constitute the entire and only agreement with respect to the subject matter hereof between NIA and Customer, applicable also to all users of Customer’s account. This Agreement supersedes all representations, proposals, inducements, assurances, promises, agreements, and other communications with respect to the subject matter hereof except as expressly set forth in this document. By executing this document online, in person, via fax or e-mail or through any NIA automated sign-up procedure, Customer agrees to the terms and conditions of this Agreement. This Agreement can be amended only in the manner expressly provided for in this Agreement.

Miscellaneous: The Agreement shall be construed under, and enforced in accordance with, the laws of the state of Florida without reference to its choice of law principles. For any action or suit to enforce any right or remedy of this Agreement (except for an action to enter or collect on any judgment), Customer and NIA consent to exclusive jurisdiction and venue in the appropriate state or federal court for Volusia County, Florida and the prevailing party shall be entitled to recover its costs, including reasonable attorney’s fees. NIA may reasonably amend the terms and conditions of the Agreement by giving Customer 30 days’ prior notice via publication on the NIA web site. Customer may not assign this Agreement without NIA’s prior written consent, which consent shall not be unreasonably withheld. NIA reserves the right, exercisable in its sole discretion, to expand or reconfigure its service areas and to discontinue any services upon 30 days notice by email or otherwise. Headings in this Agreement are for reference only. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

 

Updated: September 2015