NIASAT End User Agreement (For All NIASAT Service Plans)
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 NIASAT Services, Network Innovation Associates, Inc. doing business as NIA. Pursuant to the Agreement and subject to availability, NIA shall provide to Customer the NIASAT 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 NIASAT Contract. Customer has a right to a hard copy of this agreement free of charge.
Billing and Payment: Commencing with the first service, NIA shall invoice Customer applicable service charges and fees listed in the Contract Order Form. 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, the monthly recurring charge for service to be provided during the month in which the invoice is sent, and upcoming services. Amounts payable by Customer hereunder do not include local, state, or federal sales, use, value- added, or other taxes or tariffs of the United State of America, unless otherwise indicated on Customer’s invoice. Customer will pay all such taxes or tariffs as may be imposed by the United States of America or any state or local government therein.
Payment by Customer of invoiced amounts in U.S. dollars is due according to the terms and/or due date stated on the invoice, unless otherwise stated by NIA. Authorized recurring 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.
Additional NRC (if Applicable): In addition to the standard NRC listed above, the following NRC, if applicable, will apply:
* Estimated Cost; May vary depending on location, hardware, and other specific site details
Customer Premises Equipment: NIA’s Customer Premises Equipment (“CPE”) is the sole property of the customer and is purchased by the Customer solely to utilize NIASAT Services. CPE is not to be used with any other service, and any violation of this term will result in immediate deactivation of NIASAT service. 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. The limited warranty of the CPE shall be 30 days from installation.
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: email@example.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 NIASAT hardware or service related issues. Any complaints and/or problems with NIA technical support should be escalated to: firstname.lastname@example.org.
Standard Installation: The standard NIA installation process at Customer premises may take approximately two hours or up to six (6) hours to complete. (Please note that 120 minutes is the allotted time for the Standard Installation NRC for all NIASAT systems. Additional time, if needed, will be invoiced as described above). The installer will provide and install up to one-hundred (100) feet of RG6 coaxial cable 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 outdoor satellite equipment or NIASAT 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 satellite connection to confirm its operability, connect and configure one (1) non-networked P.C., and verify complete connection functionality. If the bandwidth is migrated from another ISP, its installation for the purpose of billing shall be complete upon post-migration activation by NIA. All Installations require a VSAT Certified, NIA approved installer.
Domain Name Fee: The registration and maintenance of Customer’s domain names are Customer’s responsibility and not included in the NIASAT 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 Maintenance: Once installed, Services may 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.
Service Performance: To test the quality of NIASAT services, customer will contact email@example.com for correct, current, and reliable procedures. Test performed at internet speed test sites are not acceptable service meters, since throughput varies from site to site. The service utilizes satellite technology, and NIASAT is required to spool data in a different matter to meet customer specifications, and this can cause misleading data rates when performing internet speed tests (either to high or too low). Customer understands that NIA does not guarantee nor promise any specific throughput outside of a separate service level agreement.
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 SATELLITE SERVICE 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. Such termination notice from Customer must be submitted submitted by a formal letter sent to NIA via US mail, with “Terminate NIA” stated in the subject line of the email and Customer’s contact information and identification of the particular Services to be terminated included in the body of the email. 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 NIASAT, NIA will disconnect the service and invoice Customer for all remaining charges, including but not limited to: early termination, extra install costs, and remaining balance. Likewise, for any termination of NIASAT 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 or 70% of remaining contract value (whichever is greater). 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 75 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 25 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 satellite connectivity 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 50% of one month’s service fees in any single calendar month. Customer must request credit in writing within one week 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 this Agreement, 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 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, NIASAT 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 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.
The laws applicable to this agreement are the laws recognized by the United States of America, State of Florida. Further, it is agreed that Florida Courts shall have exclusive jurisdiction to litigate any dispute between Customer and NIA and any and all litigation shall be instituted in the courts of Volusia County, State of Florida. Customer waives any right to change of venue or change of jurisdiction and hereby submits to and acknowledges the jurisdiction of any such court, state or federal, as provided herein.
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 NIASAT Services 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.
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.
NIASAT FAP Plan Terms of Service
This Service Level Agreement (SLA) outlines the minimum service that Customer may expect from NIASAT for:
· Network Availability
· Fair Access Usage Policy
For the purposes of this SLA NIASAT does not include the following items:
· Customer Premises Equipment (CPE)
· Any networks or network equipment not owned or controlled by NIASAT
· Cabling from the NIASAT provided Equipment to Customer’s LAN equipment
NETWORK PERFORMANCE SLA
The NIASAT network will be available to Customer an average of 99.9% of the time per calendar month averaged over the previous twelve (12) month period. NIASAT’s network availability will be measured based on the cumulative number of minutes that the NIASAT network was “unavailable,” per calendar month, as solely determined by NIASAT. “Network Unavailability” shall mean a service outage due to failure of the NIASAT network resulting in Customer being unable to connect to Remote Terminals from Customer’s location due to a failure in the NIASAT Managed HUB equipment. “Network Unavailability” shall not include the unavailability of the NIASAT network resulting from any of the following events (“Excused Events”):
a) Network Maintenance; (Note: network maintenance windows are periodically scheduled from 12:00:01 AM to 6:00:00 AM EST.)
b) Emergency Maintenance;
c) Circuits or network elements provided by other telecommunications providers or other common carrier providers;
d) An external Internet Service Provider or an Internet exchange point;
e) Acts or omissions of Customer or an authorized user;
f) Customer equipment, facilities or applications;
g) Local access provider outages or service interruptions;
h) Force Majeure as defined in the NIASAT Service Agreement.
NETWORK AVAILABILITY REMEDY
If NIASAT determines that the NIASAT network was unavailable during a calendar month, for each 1% of Network Unavailability below the expected 99.9% availability, NIASAT shall reduce the applicable monthly fee by .5% up to a maximum reduction of 5%.
NIASAT’s monthly network latency will not exceed an average latency of 750 milliseconds on the NIASAT Network (for a single satellite hop). “Round trip time” or “network latency” is defined as twice the average time it takes an IP packet (32 bytes in length) to enter and exit the NIASAT network.
If NIASAT determines, in its sole discretion, that the average monthly network latency exceeds 750 milliseconds during a calendar month for each Customer Remote Terminal that is affected by such latency and on which this latency was not met, Customer is eligible to receive a one (1) day credit of the monthly fee for that Remote Terminal.
SERVICE CLAIM PROCESS
To initiate a claim for a service credit with respect to the SLAs described herein, Customer shall submit to NIASAT a request in writing via certified mail for the service credit. For all Network Performance SLA: Customer shall submit the service credit request to the Customer’s assigned NIASAT Customer Implementation Manager within seven (7) business days after the end of the month in which the event occurred that gives rise to the claim for the service credit.
NIASAT shall acknowledge receipt of all service credit requests via email within twenty-four (24) hours after such receipt and will review all requests within ten (10) business days after such receipt. Customer shall be notified via email upon resolution of the request. Customer shall cooperate with NIASAT in the service claim investigation. When service requests are submitted, the Customer shall pay its entire service bill, and shall not setoff any service credits it would anticipate receiving from NIASAT.
NIASAT shall issue a service credit to Customer’s account upon approval of its service credit request. Service credit will appear on the invoice issued in the month following the month in which the service credit request was approved. NIASAT shall not be held liable for failure to fulfill its obligations hereunder if such failure is due to an Excused Event in the Network Availability section.
Service Credits delivered as remedies in conjunction with SLAs described herein represent NIASAT’s sole responsibility and Customer’s sole remedy related to the service(s) to be provided under this Agreement.
NIASAT shall provide its service in accordance with this SLA, and the Customer’s sole remedy for failure of NIASAT to provide such SLA related to NIASAT Service is described herein. An SLA and/or warranties, other than the networks performance SLA listed above and as described herein, whether expressed or implied, are hereby disclaimed, including warranties of merchantability and fitness for a particular purpose.
FAIR ACCESS POLICY (FAP)
NIASAT has enhanced the traffic shaping capability of the Managed Broadband Services satellite network offering for the United States, parts of Canada, and Puerto Rico. Each site can be assigned a transfer allowance of bandwidth and the network will shape traffic progressively in order to ensure that the allowance is in accordance to the Fair Access Policy or FAP that is in place for the service contracted.
The traffic shaping is achieved by establishing a “rolling” monthly or daily target in accordance with the contracted rate plan. The network monitors the bandwidth that has been allocated to each site every hour and reviews the bandwidth limits as follows:
· The site has been allocated less capacity than its monthly or daily limits – then it will be allowed to work at maximum speed.
· If the site has been consuming its allocated bandwidth in excess of the daily limit during the past 24 hour cycle or 28 day cycle, then the site will be capped at a rate equal to the daily limit at NIA’s sole discretion.
· If the site exceeds the daily limit during the past Twenty-Four (24) hours, then a cap will be placed on the site to limit it further, so that it will meet the monthly limit.
· If the site has been allocated less bandwidth than its rolling monthly or daily allowances, then it will be allowed to transmit at up to the full speed of the contracted rate plan.
· If the site has exceeded its daily allowance, then it will be limited to a speed consistent with maintaining the contracted monthly allowance.
· If the site has exceeded its monthly allowance, then it will be limited to a speed consistent with maintaining the contracted monthly allowance.
The rolling nature of the averages allows the sites to ‘recover’ if they stop demanding capacity. Sites that send traffic in occasional bursts will not notice any limit. However, sites that consistently consume bandwidth will be subject to a progressively lower limit and will be flagged a candidate site for consideration of an upgraded rate plan. The FAP is subject to change and updated on our website for the latest details.
Updated: September 2017