This Master Services Agreement (“MSA” or “Agreement”) is entered into by and between the subscriber (“Subscriber”) and John R. Guzzo, LLC dba Hudson Valley Wireless (“HVW” or “Provider”) with offices at 11 Cannon Street, Green Island, NY 12183, for the purpose of establishing the terms and conditions under which Provider will furnish wireless internet access services, IT support and/or maintenance services, and/or additional services as identified herein (collectively, the “Services,” and individually, a “Service”). This MSA governs both residential and business Subscribers for HVW’s Nitro Broadband Internet Access Service and Nitro 2.0 Broadband Internet Access Service, Nitro Freedom Select Broadband Internet Access Service, Standard Broadband Internet access services (collectively, “NITRO Services”), and the commercial premium Dedicated Internet Access service (“DIA Service”), for high-volume commercial/government/institutional Subscribers throughout the Subscriber’s entire term. “Affiliate” means an entity that controls, is controlled by, or is under common control with HVW.
This Agreement ONLY applies to HVW’s NITRO Services, NITRO 2.0 Service, NITRO FREEDOM SELECT, and DIA Service. It does not apply to Legacy/Classic, Wholesale or Transport products.
Subscriber understands and acknowledges that Subscriber is executing an Agreement on behalf of all persons who use the HVW Equipment (as defined below in Section 8 herein) and/or Service through Subscriber’s computer and agrees that Subscriber shall have sole responsibility for ensuring that all such other users understand and comply with the terms and conditions of this Agreement. Subscriber further agrees that Subscriber is solely responsible and liable for any and all breaches of the terms and conditions of this Agreement, whether such breach is the result of use of the Service and/or HVW Equipment by Subscriber or by another user of Subscriber’s computer with or without Subscriber’s knowledge or consent. Subscriber agrees to indemnify and hold harmless HVW against all claims and expenses (including reasonable attorney fees arising out of the use of the Service and/or HVW Equipment) by any other user of the Service(s).
PLEASE READ THIS AGREEMENT CAREFULLY AND COMPLETELY AS IT SETS FORTH SUBSCRIBER’S RIGHTS AND OBLIGATIONS WITH RESPECT TO USE OF THE SERVICE. THIS AGREEMENT ALSO LIMITS THE REMEDIES AVAILABLE TO SUBSCRIBERS IN THE EVENT OF A DISPUTE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SERVICES.
TERMS AND CONDITIONS
1. SCOPE OF THIS AGREEMENT
a. HVW provides its Services to Subscribers conditioned upon a Subscriber’s acceptance, in its entirety, of the terms and conditions contained in this Agreement and the documents referenced below. HVW may, in its sole discretion, change, modify, add/or remove portions of this Agreement, and the Service provided hereunder, at any time. HVW will notify Subscriber of any such changes by posting the modified Agreement on the HVW Website: www.hvwisp.com, or sending notice via email, US Postal Service, or other means to Subscriber’s continued use of the Service following notice of such change shall be deemed to be Subscriber’s acceptance of any such modification. If Subscriber does not agree to any such modification, Subscriber must immediately stop using the service and notify HVW that Subscriber is terminating this Agreement in accordance with the notice provisions contained herein.
b. By using the Services, Subscribers agree to be bound by the terms of this Agreement and all documents incorporated or referenced herein, as each may be amended from time to time, including without limitation HVW’s NITRO Services Confirmation of Sale (“COS”), Code of Conduct (also known as an “Acceptable Use Policy”), Supported Applications Statement, Antivirus Policy, DMCA Copyright Infringement Notification Policy, and Open Internet Compliance Statement. HVW’s Privacy Policy is also incorporated into this Agreement by reference. DIA Service Subscribers are also subject to a separate written service level agreement that details their customized service (“DIA SLA”), which is also incorporated by reference into this MSA. Subscriber may obtain, at no charge, a copy of the current MSA or any documents incorporated by reference herein by visiting the HVW Website (www.hvwisp.com).
c. Subscriber understands, acknowledges and agrees that the Service is personal to Subscriber and agrees not to assign, transfer, resell or sublicense Subscriber’s rights under this Agreement unless specifically permitted by the terms of this Agreement. For residential Subscribers, Subscriber agrees that the Service and the HVW Equipment shall be used only by Subscriber and by members of Subscriber’s immediate household living with Subscriber at the same address, and Subscriber will not redistribute or share the Service with any others or transmit the Service over a wireless or other networks that are not secured. For business Subscribers, Subscriber agrees that the Service and the HVW Equipment shall be used only by Subscriber and by authorized employees and patrons of Subscriber’s business located at the same address (unless designated otherwise in the COS or DIA SLA), and Subscriber will not redistribute or share the Service with any others or transmit the Service over a wireless or other networks that are not secured.
d. Service is provided to Subscriber in conformance with this Agreement. HVW reserves the right to investigate suspected violations of this Agreement. When HVW becomes aware of possible violations, HVW may initiate an investigation, which may include gathering information from Subscriber or Subscribers involved and the complaining party, if any. During an investigation, HVW may suspend the account or accounts involved and/or remove Subscriber Material (as defined in Sec. 4(f) herein) involved from its servers. If HVW believes a violation of this Agreement has occurred, it may take responsive action at its sole discretion. Such action may include without limitation temporary or permanent removal of Subscriber Material from HVW’s servers, warnings to Subscriber(s) responsible, and the suspension or termination of the account or accounts responsible. HVW, at its sole discretion, will determine what action will be taken in response to a violation on a case-by-case basis. Violations of this Agreement could also subject the Subscriber to criminal and/or civil liability.
2. SERVICE(S) PROVIDED
a. HVW will furnish to Subscriber the selected NITRO Services, NITRO 2.0 Services, NITRO FREEDOM Select, or DIA Services plan and any additional services agreed upon at the time of installation at Subscriber’s residence, building or other structure (collectively, “Subscriber Premises”). Subscribers may customize the selected plan to increase the maximum download speeds and/or to select which applications or features are most important to the Subscriber. If the Subscriber exceeds the maximum upload/download threshold assigned to the Subscriber’s plan, additional charges will apply based upon the agreed rate schedule included on the pertinent Service Agreements and/or Website. All Internet access service plans will be billed monthly (“Monthly Subscription Fee”). The first month’s bill will be prorated based upon the date of installation (“Installation Date”).
b. Service speeds (Example: 25 Mbps Download / 4 Mbps Upload) are measured between the Subscriber’s location and the Provider’s access point assigned to the Subscriber (depending on the package chosen). Actual connection speeds may be lower under conditions of high Internet usage and consistent with the terms described in HVW’s Open Internet Compliance Statement. Subscribers may upgrade speed without penalty. Any downgrades to service plans may result in the automatic acceptance of a 2-year agreement (Term Contract Plans Only), or the subscriber may be subject to additional penalties, surcharges and chargeback of promotional fees.
USAGE BASED BILLING
An email will be sent when the account has reached 75% utilization of data plan advising the Subscriber that they are reaching the threshold. Subscribers will be encouraged to visit the Subscriber Portal to look at actual usage. Be advised that data usage on the Subscriber Portal may often lag by 24 hours, given the need for the data to be updated based on polling interval with HVW servers.
Certain plans, including FREEDOM SELECT, DIA, and Custom Plans, are truly UNLIMITED and usage-based billing does not apply.
Actual data transmission or throughput may be lower than the connection speed due to Internet congestion, server or router speeds, protocol overheads, and other factors that cannot be controlled by Provider.
NON-USAGE BASED BILLING (FREEDOM SELECT and DIA)
HVW does not provide monitoring on Non-Usage Based billing accounts.
c. No more than one connection to the Service provided by HVW can be used at any time by the Subscriber on any system.
Please note: Residential and Commercial Broadband connections allow for multiple computers and connected devices to operate behind a router.
d. Subscriber understands, acknowledges and agrees that (1) Subscriber will not be entitled to Subscriber technical support relating to any issues other than the quality of the signal delivered to HVW Antenna and HVW Router (hereinafter “HVW Demarc” or “Point of Demarcation”). Troubleshooting problems passed the Point of Demarcation may result in additional charges based on HVW’s current rates. HVW limits technical support to the Provider’s area of expertise. Not all HVW personnel have the same areas or levels of expertise, and Subscribers may be referred to another member of the support team who is not immediately available. In such cases, that team member will contact the Subscriber at the team member’s earliest availability. Additional charges may apply for multiple trips and troubleshooting past the Point of Demarcation.
3. SERVICE TERM
For all HVW Services, this Agreement shall be in effect for the initial term (“Initial Term”) commencing with a Service’s installation and continue for any subsequent term of any length of time (“Renewal Term”) after the anniversary date of the installation (“Installation Date”). The Initial Term and Renewal Term collectively are designated as “Term.” Subscribers understand, acknowledge and agree that some provisions of this Agreement continue in effect past expiration or termination for any reason.
NITRO SERVICES TERM: After the Initial Term, unless Subscriber renews a for another annual subscription, Residential or Business Service will be supplied on a month-to-month automatically renewing basis. Business Services will renew for a like term unless Service is terminated by written notice to HVW before thirty (30) days before the end of the current term.
Subscribers may pay a monthly surcharge to opt-out of the term contract. Any renewal of Service is subject to the then-current terms and conditions. Subscriber acknowledges that at the time of renewal, the Monthly Subscription Fee may be higher or lower than the price paid for the Initial Term of Service. Notwithstanding any part of this Agreement, Subscriber is responsible for payment of the Services for the entire Term.
NITRO 2.0 SERVICES TERM: After the Initial Term, unless Subscriber renews a for another annual subscription, Residential or Business Service will be supplied on a month-to-month automatically renewing basis. Business Services will renew for a like term unless Service is terminated by written notice to HVW before thirty (30) days before the end of the current term.
Subscribers may pay a monthly surcharge to opt-out of the two-year contract. Any renewal of Service is subject to the then-current terms and conditions. Subscriber acknowledges that at the time of renewal, the Monthly Subscription Fee may be higher or lower than the price paid for the Initial Term of service. Notwithstanding any part of this Agreement, Subscriber is responsible for payment of the Services for the entire Term.
NITRO FREEDOM SELECT: After the Initial Installation, Residential or Business Service will be supplied on a month-to-month automatically renewing basis.
Any renewal of Service is subject to the then-current terms and conditions. Subscriber acknowledges that at the time of renewal, the Monthly Subscription Fee may be higher or lower than the price paid for the Initial Term of service. Notwithstanding any part of this Agreement, Subscriber is responsible for payment of the Services for the entire Term.
Subscribers understand, acknowledge, and agree that this Agreement will continue to govern all Subscribers throughout their subscription, whether or not the term of the Services changes from or to a month-to-month basis or another length of the term.
DIA SERVICES TERM: Based on terms listed in the customized DIA SLA.
4. FEES AND PAYMENT OBLIGATIONS
a. The Monthly Subscription Fee is based upon the selected plan (Example: HOME 25, FREEDOM SELECT – Silver, BUSINESS 25, etc.).
The plan is associated with a Bandwidth Package (Example: 25 Mbps Download / 4 Mbps Upload) and Download Threshold (300-GB) or FREEDOM SELECT – GOLD (50 Mbps Download / 5 Mbps Upload (UNLIMITED).
b. For the Initial Term and Renewal Term chosen by the Subscriber, Subscriber agrees to pay all HVW applicable fees, including fees for any equipment rental/lease or purchase, installation, maintenance/service plan, Monthly Subscription Fees, and overages, including applicable taxes (collectively, “Monthly Fees”). On the Installation Date, Subscriber is responsible for the payment of all Installation Fees (as defined below), the first Monthly Subscription Fee and equipment rental/lease fee (if applicable), and any fee(s) for an additional service as outlined in the COS or DIA SLA; such fees are non-refundable. The Monthly Subscription Fee, equipment/leasing or purchase fees, and fees for maintenance/service plan and additional services shall be billed one month in advance on the Subscriber’s billing cycle (“Monthly Billing Cycle).” Subscriber’s Monthly Billing Cycle begins on the first day of each month. Notwithstanding the foregoing, HVW may modify Subscriber’s Monthly Billing Cycle upon at least fifteen (15) calendar days’ advance notice to Subscriber.
c. Subscriber hereby authorizes HVW to charge Subscriber’s debit or credit card, invoice Subscriber, or use other billing option in accordance with HVW’s then-current billing policies, for all such fees, charges and taxes. Subscriber understands, acknowledges, and agrees to pay HVW through the end of the Initial Term or any Renewal Term in accordance with HVW’s current billing policies. Further, Subscriber hereby authorizes HVW to charge Subscriber’s credit card for all fees related to termination including payout of fees owed to HVW for the remainder of the selected Term of the Agreement, equipment charges and any and all other fees related to termination to which the Subscriber is subject pursuant to the terms of this Agreement. If Subscriber owes money on any account, HVW may deduct the amounts owed from any existing credit Subscriber has or any security deposit provided or, if applicable, charge such fees to the bank or payment card account Subscriber has authorized HVW to use.
d. Subscriber bears the sole responsibility to timely pay all Monthly Fees when due. Bills will be sent via email to the Subscriber’s Account Email Address. It is Subscriber’s sole responsibility to have a valid email address on file with HVW. Subscribers may also choose to receive the monthly bill via U.S. Postal Service for a five dollar ($5.00 US) monthly fee (“Paper Invoice Fee”). For each Monthly Billing Cycle with respect to which Subscriber’s monthly payment is not received by HVW on or before the due date, Subscriber agrees to pay the five dollars ($5.00 US) “Late Fee” as established by HVW from time to time. The Late Fee may be changed at any time with advance notice to Subscriber.
e. A returned check, insufficient funds or declined credit card will be considered non- payment. Additionally, Subscriber will automatically be charged a twenty-five dollar ($25.00 U.S.) fee for any check or ACH payment returned for non-payment or insufficient funds, “ACH Non-Payment Fee.”
f. Failure to pay Monthly Fees on or before the due date may result in loss of service. HVW shall not be obligated to provide the Service during Monthly Billing Cycles for which Subscriber has not paid the applicable Monthly Fees in advance. Subscriber will be given fifteen (15) days to reconcile balance before the Subscriber’s Service is suspended by Provider without any liability to Subscriber. If at any time Subscriber’s account has past due amounts or upon Subscriber’s violation of this Agreement (including any documents incorporated by reference herein), HVW may, in HVW’s sole and absolute discretion, suspend or disconnect provision of the Service to Subscriber and/or terminate this Agreement. If the Subscriber is unable to reconcile the balance before the suspension, then the account will be placed in a delinquent status and access to the Internet will be limited to the Subscriber Portal on HVW’s Website. If Service is not reconnected within ninety (90) calendar days, the Service may be permanently disconnected. Subscriber is still responsible for paying for all Services while the account is in delinquent status.
(1) HVW has the discretion to close the Subscriber’s account after three (3) inactive billing cycles.
(2) In the event that Subscriber’s account is suspended, disconnected or terminated, no refund, including of fees paid by Subscriber to HVW, shall be granted.
HVW will provide notice before suspending or disconnecting the Service and/or terminating this Agreement and HVW will not be liable to Subscriber or any user for any such suspension or termination or any damages that may result therefrom. Moreover, HVW shall not be responsible for the return of data stored on HVW’s servers, including web and email servers. Subscriber agrees that HVW has no obligation to visit Subscriber’s home upon termination to reconfigure Subscriber’s connected device (s) or for any other reason.
g. Subscriber understands, acknowledges and agrees that HVW is not required to provide notice before suspending or disconnecting the Service and/or terminating this Agreement and HVW will not be liable to Subscriber or any user for any such suspension or termination or any damages that may result therefrom. Moreover, HVW shall not be responsible for the return of data stored on HVW’s servers, including web and email servers. Subscriber agrees that HVW has no obligation to visit Subscriber’s home upon termination to reconfigure Subscriber’s computer(s) or for any other reason.
h. If the Service to Subscriber is suspended, disconnected to terminated for any reason or Service in accordance with this Agreement, HVW may charge Subscriber (i) for Service during the period of disconnection or suspension in accordance with applicable federal and state law and (ii) reasonable restoration and reconnection fees. Restoration of Service that has been suspended for any reason will require payment of any unpaid balance and a reconnect fee of twenty-five dollars ($25.00 US) may be applied. To restore service after a permanent disconnection, payment of the full unpaid balance and a reactivation fee of two hundred and fifty dollars ($250.00 US) for full reactivation may be applied.
i. Invoice Mailing Fees. HVW relies on paperless invoicing, an additional five dollars ($5.00 US) will be applied to every invoice generated and mailed via the U.S. Postal Service.
j. Collection Fees. Accounts that are not paid to HVW may be turned over to an outside collection agency for collection. If the account is turned over for collections, Subscriber agrees to pay HVW a “Collection Fee” of up to one hundred and fifty dollars ($150.00 US), plus the billed amount. If Subscriber wishes to cancel the Service, the Subscriber must follow the proper procedure outlined in Sec. 10 “TERMINATION AND EXPIRATION OF THE SERVICE” herein. Failure to pay any charge on the account will not deem the account canceled.
k. Administrative Fees. If Subscriber disputes a charge to their credit card issuer that, in HVW’s sole discretion is not valid under the provisions of this Agreement and/or Code of Conduct, Subscriber agrees to pay HVW an “Administrative Fee” of up to fifty dollars ($50.00 US) in addition to the charges made originally. If Subscriber supplies HVW with credit card information either through the Subscriber Portal, in person or over the phone, Subscriber agrees to allow HVW to continue to charge the credit card until such time as the account is canceled as outlined in this Agreement.
Subject to applicable law, Subscriber must notify HVW of any billing errors or other requests for credit within sixty (60) days of the related invoice. HVW will not be responsible for errors in billing not brought within this timeframe.
5. INSTALLATION AND RELATED FEES
a. HVW or its agents, contractors, and representatives will install the HVW Equipment and initiate the Service(s). All plans are based on “Standard Installation.” Additional charges may apply for out of scope work. Standard Installation is defined as a single-story home with clear pathways to run cable (less than 100’) without obstructions or special material required. Additional charges may apply for non-standard installations, which include without limitation the following: tripods, antenna masts, chimney mounts, tree mount, tower sections, burying cables, aerial cables, demarcation extension, multistory buildings, 40-foot ladder charge, multiple computers, multiple cable runs, multiple locations, detached offices, etc. Discounts to the Standard Installation rate may apply for converting existing Subscribers to the new system.
b. Mesh Network. HVW may use a mesh network design to provide Service to wireless subscribers; Wireless Mesh networks utilize existing Subscriber locations as relay sites. Subscriber understands, acknowledges and agrees that HVW has the right to utilize existing wireless subscriber’s locations without advance notice to Subscriber.
c. Access to Subscriber Premises. Subscriber authorizes HVW and its agents, contractors, and representatives to enter Subscriber Premises in order to install, maintain, inspect, repair, and if necessary, remove HVW Equipment. HVW shall provide Subscriber with reasonable advance notice of any such planned access, except when, in the reasonable opinion of HVW, an emergency or other exigent circumstance exists that would require HVW to immediately enter Subscriber’s property and premises. If Subscriber is not the owner of the Premises, upon request, Subscriber will supply HVW with the owner’s name, address and evidence that the Subscriber is authorized to grant access to the Premises on the owner’s behalf, and (if needed) written consent from the owner of the Premises to install the necessary HVW Equipment. HVW assumes no responsibility for any damages to person or property, to the Premises or the Subscriber Equipment as a result of the installation or removal of HVW Equipment. In the event Subscriber elects to remove or move any HVW Equipment, Subscriber assumes all responsibility for any damage to the HVW Equipment, or Subscriber’s or a third party’s property caused by such action. In addition to an Equipment Replacement Fee (See Sec. 8(c) herein for details), Subscriber may also be charged a fee to restore the Service(s).
d. HVW-authorized installers and technicians will not enter Subscriber Premises to perform any work unless a responsible adult is present. Some exceptions may apply but only with express permission from Subscriber and approval from HVW management.
6. SUBSCRIBER REPRESENTATIONS AND WARRANTIES
a. If Subscriber is an individual, Subscriber represents and warrants that he or she is at least 18 years of age and has the legal authority to execute this Agreement. If the Subscriber is a business entity, the individual executing this Agreement represents and warrants he or she has the legal authority to execute this Agreement on behalf of Subscriber.
b. Subscriber represents and warrants that Subscriber will not use the Service in a manner that: (1) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party (including any use, transmission, upload, post, or submission of Subscriber Material); (2) violates any local, state or federal statute, ordinance or regulation; (3) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (4) impersonates any person or entity, including without limitation any employee or representative of HVW or its Affiliates; (5) accesses, discloses, uses, or disposes of any personally identifiable information (“Personal Information”) as defined by the Federal Trade Commission without proper authorization or impersonates any person or entity, including without limitation, any employee or representative of HVW or its Affiliates; or (6) transmits any virus, Trojan horse, worm, time bomb, or other harmful computer code, file, or program. HVW reserves the right to suspend Subscriber’s access the Service at any time upon receipt of claims or allegations from third parties or authorities or if HVW is concerned that Subscriber may have breached this Agreement. Subscriber (and not HVW or its Affiliates) remains solely responsible for Subscriber’s use of the Service and any material transmitted through the Service, and Subscriber warrants that Subscriber possesses all rights necessary to transmit such material.
c. Subscriber represents and warrants that the Personal Information Subscriber provided and will provide to HVW during the term of this Agreement, including without limitation Subscriber’s legal name, email address for communications with HVW (such email address, as the same may be modified from time to time by Subscriber upon notice to HVW), Service address, billing address, telephone number(s), and payment data (including without limitation information provided when authorizing Automated Clearing House payments or other recurring payments) and Non-Personal Information, such as but not limited to the number of computers on which the Service is being accessed (all such information, collectively, the “Subscriber Information” for purpose of this Agreement is accurate, complete and current. (In the Privacy Policy, Non-Personal Information may also be classified as Personal Information if it is directly associated with or reasonably linked to Subscriber’s account, computer or device.) Subscriber agrees to promptly notify HVW, in accordance with the terms of this Agreement, upon the occurrence of any change in the status of Subscriber’s account (including, without limitation, the creation or removal of an Authorized User (as defined below)) or if there is any change in the Subscriber Information. Subscriber’s failure to provide and maintain accurate Subscriber Information with HVW constitutes a breach of this Agreement.
d. Subscriber represents that there are no legal, contractual, or similar restrictions on the installation of the HVW Equipment in the location(s) and the manner authorized by Subscriber. Subscriber is responsible for ensuring compliance with all regulations, applicable building codes, zoning ordinances, homeowners’ association rules, covenants, conditions or other restrictions related to the installation of the HVW Equipment and Service, for paying any fees or other charges and obtaining any permits or authorizations necessary for the installation of the HVW Equipment and/or provision of the Service (collectively, “Legal Requirements”). Subscriber is solely responsible for any fines or similar charges for violation of any applicable Legal Requirements.
7. SUBSCRIBER EQUIPMENT AND SUBSCRIBER’S RESPONSIBILITIES FOR THE PROVISION OF SERVICE(S)
a. Subscriber understands, acknowledges and agrees that to use the Service(s), Subscriber must have certain equipment, such as a personal computer(s) with an Ethernet jack or wireless card, router, modem and appropriate operating system meeting HVW’s most recent “Subscriber Equipment Specifications” as posted on the HVW Website and may be modified from time to time by HVW. The Subscriber Equipment Specifications may change, and HVW may make reasonable efforts to support previously acceptable configurations; however, HVW is not obligated to continue to provide such support. Although HVW is under no obligation to do so, HVW may, and Subscriber authorizes HVW to perform any updates and/or changes to Subscriber Equipment, on-site or remotely, from time to time as HVW deems necessary, in HVW’s sole discretion. Subscribers will direct any questions concerning third-party hardware or software to the manufacturer. HVW has no responsibility for the operation or support, maintenance or repair of any equipment, software or services that Subscriber elects to use in connection with the Services. As set forth below and in the Open Internet Compliance Statement, Subscriber is not permitted to connect any unlawful equipment to the HVW Equipment (as defined below). Subscriber understands that failure to comply with this restriction may cause damage to the HVW Network and subject Subscriber to liability for damages and/or other liability.
b. Required Subscriber Equipment can be leased/rented or purchased from the Provider. Equipment that is leased/rented or purchased by Subscriber from HVW will be billed as part of the Subscriber’s Monthly Fees.
c. Subscribers providing their equipment represent and warrant that the Subscriber owns or otherwise has all rights to use the Subscriber Equipment with provided Service(s). It is the responsibility of the Subscriber to provide and maintain all equipment that is not provided by HVW and to troubleshoot and resolve problems if such Subscriber Equipment is not functioning properly.
d. Subscriber is responsible for anyone using the HVW Equipment, Subscriber’s computer system, password, name or Subscriber name in connection with the Service (with or without Subscriber’s knowledge or consent) and for ensuring that anyone who uses the Service through the HVW Equipment, Subscriber’s equipment or access to the Service, does so in accordance with the terms and conditions of this Agreement. Subscriber agrees to take all reasonable measures necessary to ensure that the Service is not used by another person without Subscriber’s consent. Subscriber understands, acknowledges and agrees that Subscriber is responsible for all use of the Service and Subscriber’s account whether Subscriber or someone else uses Subscriber’s account (with or without Subscriber’s permission).
e. Subscriber is responsible for procuring and installing patches, any and all anti-virus and firewall software/hardware and operating system patches, updates or supplements that may be necessary for (1) the protection and maximum functionality of Subscriber’s computer and related equipment and the HVW Equipment and (2) the protection of HVW’s network and other Subscribers. For purposes of clarification, HVW and its Affiliates hereby disclaim any and all responsibility and liability for any damages that may arise from Subscriber’s failure to procure or install the aforementioned security or other software and/or hardware and Subscriber agree that HVW and its Affiliates shall have no liability for Subscriber’s failure to do the same.
f. Subscriber is responsible for backing up the data on Subscriber’s computer(s), and network(s) and HVW shall have no liability whatsoever for any loss of data. The installation, use, inspection, maintenance, repair and removal of HVW Equipment may result in service outages or potential damage to the Subscriber Equipment. If Subscriber does not back up all existing computer files by copying them to another storage medium before such activities, Subscriber understands and accepts the associated risks of such a decision.
g. Subscriber may download or upload and lawful content in the public domain (e.g., images, video, audio, text, data, and programs) and Subscriber’s material using the Service (“Subscriber Material”) and re-distribute such content. Subscriber Material collectively includes without limitation any lawful software, computer programs, applications, data, photographs, video and/or audio content, text, files, and other information, including emails, address book and web storage content – anything installed by Subscriber on HVW’s servers not provided by HVW. Subscriber assumes all risks regarding the determination of whether any content is in the public domain.
h. Service Calls: If HVW is requested or required to service Subscriber Equipment or if Provider is called to Subscriber’s Premises and it is determined that the problem is other than the HVW Service, Subscriber will be liable for the expense of a service call and travel charges. Service calls are a minimum fee of fifty dollars ($50.00 (US) for the first hour and in $25.00 (US) for half-hour increments thereafter, plus travel charges of one-dollar ($1.00 US) per mile based on travel from Albany, NY. These rates only apply during regular business hours; overtime, weekends and holidays rates will be higher.
i. The Installation Date and time will be determined by the Provider and communicated to the Subscriber as early as possible. Prior to or during installation, the Provider will determine if the Subscriber’s computers(s) are configured appropriately for the Services. If not, Subscriber will be required to provide the appropriate hardware for the Service(s) to work. Subscriber may lease/rent or purchase necessary equipment from the Provider for a fee as outlined in the Agreements and HVW’s Website.
j. Subscriber understands, acknowledges, and agrees that HVW Equipment may need to be installed on the exterior of the Subscriber Premises and that HVW assumes no liability for damage to property from equipment installation or removal. Exterior equipment may need to be securely fastened into the structure using screws and drilling holes.
k. In the event a Subscriber installs a customer provided Wireless Internet Access Service Router or Access Point, it is with a clear understanding that Provider is not responsible for any problems that may occur. The provider will not dispatch a technician to Subscriber’s location to resolve any computer and/or network related problems without an associated fee. Furthermore, if such equipment violates HVW’s Agreements or adversely affects the Services, the Service will be suspended and/or permanently disconnected. Additional charges may apply for troubleshooting network outages. It is recommended that commercial Subscribers have their computer vendor present during cutover.
l. Subscriber shall not relocate HVW Equipment (as defined below) as this may affect Subscriber’s ability to receive Service. If Subscriber decides to move locations, changing a physical address, Subscriber will contact HVW for additional information concerning the procedures for transferring the HVW Equipment and service to Subscriber’s new location. If the service is not available to the Subscriber at their new location, the Agreement shall terminate, and Subscriber shall comply with the termination provisions of this Agreement. If the service is available at the new location, upon request by Subscriber and approval by HVW, HVW may relocate HVW Equipment to Subscriber’s new location at a time agreed to with Subscriber. Subscriber acknowledges that Subscriber will be billed for the removal and reinstallation of HVW Equipment at HVW’s then-current hourly rates plus materials and travel charges. In all cases, Subscriber shall notify HVW as provided herein.
m. Subscriber’s Obligation to Maintain Power to HVW Equipment. Subscriber understands, acknowledges and agrees that: (i) Subscriber must provide electrical power and a continuous connection to the power grid to HVW Equipment at all times (including, without limitation, when Subscriber is not using the Service), and (ii) Subscriber’s failure to provide such power and continuous connection may result in damage to the HVW Equipment or to Subscriber’s computer, equipment, property or premises, for which damage Subscriber will be solely responsible.
n. Subscriber understands, acknowledges and agrees that prior to HVW installing, servicing, repairing, inspecting or removing any Subscriber Equipment or HVW Equipment under contract with Subscriber, and it is Subscriber’s responsibility to (1) back-up the data, software, information or other files stored on Subscriber’s computer or other device including without limitation to disk drives, peripherals, MP3 player, DVD player, camcorder, digital camera and/or on any other electronic storage device; and (2) remove all videotapes, compact disks, floppy disks, laser disks, cassettes, DVDs, film or other media from Subscriber Equipment. Subscriber agrees that whether or not Subscriber requests back-up services from HVW and/or its agents, contractors or representatives, neither HVW nor its agents, contractors or representatives shall not be liable under any circumstances for any loss, disclosure, alteration or corruption of any data, software, information, files, videotapes, compact disks, floppy disks, laser disks, cassettes, DVDs, film or other media. The installation, use, inspection, maintenance, repair and removal of HVW Equipment may result in service outages or potential damage to the Subscriber Equipment. If Subscriber does not back up all existing computer files by copying them to another storage medium prior to such activities, Subscriber understands and accepts the associated risks of such a decision.
o. Subscriber represents and warrants that the Personal Information (as defined in HVW’s Privacy Policy) Subscriber will provide to HVW during the term of this Agreement, including without limitation Subscriber’s legal name, email address for communications with HVW (such email address, as the same may be modified from time to time by Subscriber upon notice to HVW, the “Account Email Address”), Service address, billing address, telephone number(s), and payment data (including without limitation information provided when authorizing Automated Clearing House payments or other recurring payments) and Non-Personal Information, such as but not limited to the number of computers on which the Service is being accessed (all such information, collectively, the “Subscriber Information” for the purpose of this Agreement) is accurate, complete and current.
8. HVW EQUIPMENT AND HVW’S RESPONSIBILITIES
a. Subscriber acknowledges that at the time of installation of the Service, the equipment leased, owned and or operated by HVW (specifically, Subscriber Module, Power Injector, Ethernet cable, antenna and mounting hardware), listed on the COS or in the DIA SLA (collectively, “HVW Equipment”) was installed at a location and in a manner authorized by Subscriber. Subscriber further acknowledges and agrees that the HVW Equipment may, at HVW’s sole discretion, be refurbished or otherwise used equipment. The HVW Equipment is and shall remain the property of HVW, and Subscriber shall acquire no ownership interest therein by virtue of the payments provided for herein or the attachment of any portion of the HVW Equipment to the Subscriber’s premises or otherwise. Subscriber and HVW expressly understand, acknowledge, and agree that the HVW Equipment is not and shall not be considered a fixture to Subscriber’s premises.
b. Subscriber understands, acknowledges and agrees that HVW is not responsible for any malware, spyware, or other potentially harmful viruses or material transmitted via the HVW Equipment and/or any software provided by HVW or a third-party vendor.
c. Subscriber further agrees not to alter, modify or tamper with the HVW Equipment or the Service, or to permit, encourage or solicit any other person to do the same unless such person has been authorized to do so by HVW.
d. Subscriber shall be solely responsible for the cost of replacement or repair of any lost, stolen, damaged, sold, transferred, leased, encumbered or assigned HVW Equipment or part thereof, together with any incidental costs incurred by HVW relating to the replacement, repair or installation of HVW Equipment, including storm damage or acts of God. Subscriber shall pay an Equipment Replacement Fee of up to Manufacturer Suggested Retail Price for each piece of HVW Equipment that is damaged and/or not properly returned to HVW upon termination or expiration of this Agreement. Any damage caused by lightning, wind, hail, falling debris (such as without limitation tree limbs, trees, and pine cones), sports or recreational balls, or any toy or material will be covered by the Subscriber’s home or business insurance or paid out of pocket by Subscriber.
e. HVW is not liable for the following situations and the troubleshooting and/or repair of the following may result in a billable service call:
(1) Any obstruction(s) that might be erected or grow between Subscriber’s antenna and HVW’s Access Point causing degradation or loss of Service;
(2) Debris or ice on an antenna, or re-aiming the antenna;
(3) Installing hardware and/or software in a different computer after installation;
(4) Reconfiguration of network settings due to, but not limited to tampering or reinstallation of an operating system;
(5) Viruses, Malware, Malicious Software or other material installed or present on Subscriber’s computer & equipment;
(6) Loss of Subscriber Material; and
(7) Issues with Voice over Internet Protocol (also called “VoIP”) connections. Additional prohibitions for the use of the Services can be found in HVW’s Code of Conduct, accessible here.
f. All HVW Equipment used to provide broadband Internet access shall remain the property of HVW. Upon termination of Service, you must return all HVW Equipment in the same condition as when provided, normal wear and use accepted. Failure to return all equipment within thirty (30) calendar days from the cancellation date will result in a charge to be determined with reference to HVW’s then-current equipment schedule. You agree to pay such charge whether such equipment is lost, through theft or otherwise destroyed.
Equipment Recovery Fee of $100.00 may apply for HVW to remove equipment.
g. At such time as Subscriber or HVW terminate the Service, Subscriber will return the HVW Equipment to HVW within thirty (30) calendar days in the same condition it was received (ordinary wear and tear excepted), and in accordance with HVW’s then-current return procedures. In the event that Subscriber has not returned the HVW Equipment within thirty (30) calendar days as outlined in the previous sentence, or in the event that the HVW Equipment is damaged, destroyed, lost or stolen in Subscriber’s possession or otherwise inoperable, Subscriber will pay each applicable “Equipment Purchase Price” listed in the Agreements without any deduction or depreciation, wear and tear or physical condition of such HVW Equipment. HVW Equipment for Internet Access Services includes without limitation wireless router(s); modem(s), wired Ethernet hardware, point-to-point links, internal wiring and/or Software.
Equipment Recovery Fee of $100.00 may apply for HVW to remove equipment.
h. Subscriber will be solely liable for, and HVW shall have no obligation to repair, replace or otherwise upgrade, any HVW Equipment that has been, in HVW’s sole discretion, damaged or otherwise requires repair, replacement or upgrade as a result of damage or disruption caused by misuse or neglect or otherwise caused by Subscriber, including, without limitation, damage or disruption caused by Subscriber.
i. Subscriber understands and agrees that HVW’s ability to provide an appropriate quality of Service to Subscriber and the other Subscribers on the HVW Network may from time to time require upgrades or replacement of the HVW Equipment, and Subscriber will be obligated to pay the then-applicable “Equipment Upgrade Fee” as established by HVW from time to time, at such time as HVW determines, in its sole discretion, that the HVW Equipment needs to be upgraded or replaced for Subscriber’s current service plan. Subscriber understands, acknowledges, and agrees that upgrades in HVW Equipment may be necessary when the Subscriber upgrades his/her service plan.
9. SUBSCRIBER ACCESS TO HVW SERVICES
a. Bandwidth Speeds. Bandwidth refers to how much data you can send through a network or modem connection. It is measured in bits per second “bps.” The advertised speeds are based on estimated throughput from the HVW Demarcation Point at the Subscriber Premises to the Access Point.
(1) Subscriber understands, acknowledges and agrees that the availability and actual speed of the Service(s) provided at Subscriber Premises may vary depending upon several factors, including Subscriber’s computer system(s), associated equipment and other devices accessing the Service(s), the terrain and location of Subscriber Premises, foliage between HVW Equipment and other components of the HVW Network, Internet traffic congestion, and other factors such as system capacity limitations, governmental actions, events beyond HVW’s control and system failures, modifications, upgrades and repairs.
(2) Subscriber understands, acknowledges, and agrees that HVW may use various tools and techniques to efficiently and reasonably manage the HVW Network and to ensure compliance with HVW’s Open Internet Compliance Statement and Code of Conduct. These may include detecting malicious traffic patterns and preventing the distribution of viruses or other malicious code and/or managing network resources through techniques such as limiting the number of simultaneous peer-to-peer sessions that one Subscriber may conduct, limiting the aggregate bandwidth available for certain usage protocols such as peer-to-peer and newsgroups, and such other Network Management Tools as HVW may from time to time determine appropriate to ensure that all Subscribers have equitable access to the Services.
b. Download / Upload Threshold. HVW maintains a policy to ensure that Subscriber get equitable access to the Internet. There may be limits on the number of data Subscribers can upload/download during a certain period of time, depending on the Subscriber’s Service plan. Usage on all plans reset to zero every month.
c. Priority Queue. Priority on the network is given to the Subscriber with the Highest Level (Example: Low Priority M2M/IoT – Level 1, Home User – Level 2, Business – Level 3, VoIP – Level 4, Dedicated Access, CLEC / Cellular Transport and, Public Safety)
d. Line of Sight. Subscriber understands that Wireless Internet connectivity requires radio line of sight (LOS) or near line of sight (nLOS) to the tower or relay site, and that any obstructions between HVW Access Points and the Client Antenna may cause decreased performance. Any obstruction(s) such as foliage, erection of building or structures may interfere with or degrade the connection. It will be the sole responsibility of the Subscriber to maintain a Line of Sight. If adequate conditions are not met, the provisions of Sec. 10 “Termination and Expiration of the Service” provision herein will apply.
e. Interference. HVW does not provide FREE end-user support for computer problems, Subscriber routers (whether purchased from us or third party) or other private network equipment. If in HVW’s sole determination, any interference is generated locally or through the Subscriber’s use of Subscriber Equipment or other equipment, it is the Subscriber’s sole responsibility to remedy the interference issue. This includes equipment that, when powered on, disrupts the Service(s). In NO event shall HVW be responsible for any interference which is generated by equipment under the direct control of the Subscriber. This includes Subscriber Equipment, microwave ovens, cordless telephone, satellite TV receiver, satellite radio, cameras, TV antennas or any other Subscriber provided wireless devices.
10. TERMINATION AND EXPIRATION OF THE SERVICE
Termination provisions for the DIA Service are set forth in the Subscriber’s DIA SLA. The following provisions apply to the NITRO and FREEDOM SELECT Services and any additional service(s) as part of the Subscriber’s plan.
IF SUBSCRIBER CANCELS THE SERVICE(S) OR ANY ASPECT THEREOF FOR ANY REASON, HVW SHALL NOT BE REQUIRED TO REFUND SUBSCRIBER ANY PORTION OF THE MONTHLY FEES PAID BY SUBSCRIBER FOR THE MONTH IN WHICH CANCELLATION OCCURS, UNLESS REQUIRED OTHERWISE BY STATE LAW.
a. General.
Subscriber understands, acknowledges, and agrees that the Services and all Service features are subject to availability on an ongoing basis. Subscriber understands that HVW may cease to offer the Service or any Service feature at any time, for any reason or no reason, and without advance notice to Subscriber. Without limiting the generality of the foregoing, HVW may suspend, disconnect or terminate the Service at any time without prior notice if HVW believes in its sole discretion that Subscriber has (1) failed to pay Subscriber’s invoice when due, (2) threatened or harassed any HVW employee, agent, contractor, or representative, or (3) violated any other provision of this Agreement.
Nothing contained in this Agreement shall be construed to limit HVW’s rights and remedies available at law or in equity. Subject to applicable law, HVW reserves the right to immediately delete all Subscriber Material and other data, files, electronic messages, or other information that is stored on HVW’s servers or systems when Subscriber’s account with HVW is terminated for any reason without further notice to Subscriber.
Subscriber’s rights as granted herein are not transferable and cannot be transferred, assigned, shared, sold, or used by anyone other than the Subscriber.
b. Termination by Subscriber.
Subscriber may terminate the Service no less than thirty (30) calendar days before the end of the Term by written notice to HVW via email, fax, or U.S. Postal Service to HVW’s current address and contact information as outlined in Section 14 “HVW NOTICE AND CONTACT INFORMATION” herein. HVW will take reasonable steps to verify the Subscriber’s identity and authority before processing such requests.
(1) Subscriber understands, acknowledges, and agrees that the Subscriber remains responsible for full payment of the remaining Term upon Subscriber’s termination of this Agreement for any reason whatsoever. Subscriber may also be charged an Early Termination Fee of up to three hundred and fifty dollars ($350.00 US). All related charges may be billed to Subscriber and/or if applicable, charged to Subscriber’s credit card.
(2) Upon termination, Subscriber understands, acknowledges and agrees to pay any account balance and to return any HVW Equipment in good working condition within five calendar (5) days of the effective date of termination or pay the Equipment Replacement Fee as outlined in Section 8 “HVW EQUIPMENT AND HVW’S RESPONSIBILITIES” herein (unless the Subscriber and HVW come to a different arrangement outlined in writing). If Subscriber does not return HVW Equipment on time, Subscriber will permit HVW, and its agents, contractors, or representatives, to access Subscriber Premises to remove the HVW Equipment. Customer will be resonsible to patch holes or remediate any damage to the facility caused by the equipment removal. HVW is not required to reclaim the equipment and may abandon the equipment in its sole discression without any liability to the customer.
(3) Subscribers must have all account information to cancel. For further instructions, Subscriber may call (518) 458-7006 and ask for details on canceling an account. However, a phone call is not sufficient notice for cancellation requests; all such requests must be made in writing. Cancellations will be processed on the date the cancellation is received and effective at the end of the current period for which the services have been paid.
c. Termination by HVW. HVW may terminate this Agreement immediately should Subscriber violate any of the terms of this Agreement, or HVW is no longer able to provide service. HVW may also terminate the Service for any other reason at any time by providing Subscriber with written notice of such termination no later than thirty (30) days prior to the date of termination. In the event HVW terminates the Service for any reason other than Subscriber’s violation of this Agreement, charges will accrue through the date of termination, but all prepaid charges that have been paid in advance for any full month of canceled services will be refunded.
11. LIMITATION OF LIABILITY
The foregoing is in addition to and shall not limit any other limitation of liability outlined in this Agreement:
a. STATUTE OF LIMITATIONS: SUBSCRIBER MUST BRING ANY CLAIM OR LAWSUIT WITHIN ONE (1) YEAR THE CLAIM OR SUIT ARISES.
b. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL HVW OR ITS AFFILIATES, AGENTS, CONTRACTORS, REPRESENTATIVES, THIRD PARTY LICENSORS OR SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES, OR AGENTS, AND ANY OF THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, “HVW RELATED-ENTITIES”) BE LIABLE WITH RESPECT TO THE SERVICE OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS AND EXCLUSIONS HEREIN MAY NOT APPLY TO SUBSCRIBER. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, SUBSCRIBER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE AGGREGATE LIABILITY OF HVW UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00 U.S.).
c. SUBSCRIBER FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT HVW WILL HAVE NO LIABILITY FOR THE FOLLOWING:
(1) FOR ANY AMOUNT IN THE EXCESS OF ONE HUNDRED DOLLARS ($100.00 U.S.);
(2) FOR ANY THIRD-PARTY FEES OR CHARGES, INCLUDING WITHOUT LIMITATION, BANKING FEES, OVERDRAFT FEES, MOBILE PHONE OR OTHER WIRE LINE CHARGES, TECHNICIAN CHARGES, OR OTHER SIMILAR CHARGES;
(3) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER;
(4) FOR ANY DAMAGE TO SUBSCRIBER PREMISES, SUBSCRIBER EQUIPMENT, SUBSCRIBER PERSONAL INFORMATION, SUBSCRIBER’S DATA OR SOFTWARE, OR SUBSCRIBER’S INABILITY TO ACCESS THE SERVICE(S);
(5) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
(6) FOR ANY DAMAGES OR LOSS DUE TO SUBSCRIBER’S FAILURE TO BACK-UP ANY EQUIPMENT AS REQUIRED IN SECTION 7(J) “SUBSCRIBER EQUIPMENT AND SUBSCRIBER’S RESPONSIBILITIES FOR THE PROVISION OF SERVICE(S)” HEREIN;
(7) ANY LACK OR BREACH OF SECURITY SUBSCRIBER OR ANY OTHER PARTY MAY EXPERIENCE OR BE EXPOSED TO WHILE USING THE SERVICE;
(8) FOR ANY MATTER BEYOND HVW’S REASONABLE CONTROL;
(9) FOR ANY INTERFERENCE OR INCOMPATIBILITY WITH OR DISRUPTION OF ANY NON-VOICE SYSTEMS, WHETHER CAUSED BY THE TELEPHONY SERVICE, INTERNET SERVICE, EQUIPMENT, OR OTHERWISE; OR
(10) SUBSCRIBER’S USE OF THE SERVICE FOR OR IN CONNECTION WITH ANY HIGH-RISK OR UNLAWFUL USES, OR ANY USE THAT VIOLATES THIS AGREEMENT.
12. INDEMNIFICATION
Subscriber agrees to indemnify, defend and hold harmless each of the HVW Related-Entities from and against all losses, expenses, damages, and costs, (including reasonable attorneys’ fees) and other claims or actions brought against any HVW Related- Entity related to Subscriber’s use of the Service or any violation of this Agreement and all other documents incorporated herein by reference) including, without limitation, claims that Subscriber’s use of the Service infringed on the patent, copyright, trademark or other intellectual property rights of any third party, Subscriber’s violation of any law or the rights of another and claims resulting from Subscriber’s negligence. Subscriber agrees to pay any attorneys’ fees incurred by HVW and/or any other HVW Related-Entity in connection with the defense of any such third-party claims or actions. HVW reserves the right to assume the defense and control of any matter subject to indemnification by Subscriber, in which event Subscriber will cooperate with HVW in asserting any available defenses.
13. MONITORING OF NETWORK PERFORMANCE AND OTHER SECURITY MEASURES
HVW automatically measures and monitors network performance and the performance of Subscriber’s Internet connection and our network. HVW also will access and record information about Subscriber’s computer and HVW Equipment’s profile and settings and the installation of software providers. Subscriber agrees to permit HVW access to Subscriber Equipment and to monitor, adjust and record such data, profiles and settings to provide the Service(s). Subscriber also consents to HVW’s monitoring of Subscriber’s Internet connection and network performance, and to HVW accessing and adjusting Subscriber’s computer’s and other equipment’s settings, as they relate to the Service(s), software and other services, which we may offer from time to time. HVW reserves the right to modify the password(s) for the router(s) used with the Service to safeguard Internet security, the security and privacy of Subscriber information, where required by law, and/or for other good cause to provide, upgrade and maintain the Service, protect the network, other users of the Internet, or our Subscribers. HVW reserves the right to comply with law enforcement as described in the HVW Privacy Policy and Open Internet Compliance Statement.
14. HVW NOTICE AND CONTACT INFORMATION
All notices and requests for canceling Subscriber’s account must be made in writing sent via fax, email or U.S. Postal Service to:
Hudson Valley Wireless
ATTN: Subscription Dept.
11 Cannon Street
Green Island, NY 12183
15. GENERAL PROVISIONS
a. The entirety of Agreement. This Agreement (including all documents incorporated herein by reference) constitutes the entire agreement with respect to the Services. This Agreement supersedes and nullifies all prior understandings, promises, and undertakings made orally or in writing by or on behalf of the parties with respect to the subject matter of this Agreement.
b. Third-Party Beneficiaries. Subscriber and HVW agree that any Affiliates, agents, contractors or representatives, third party suppliers, and licensors of HVW are intended beneficiaries of this Agreement. Except as set forth in the previous sentence, this Agreement is not intended to give and does not give any rights or remedies to any person other than Subscriber and HVW.
c. No Agency Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement, and neither party has any authority of any kind to bind the other in any respect.
d. No Waiver. HVW shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond HVW’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference).
e. Venue and Jurisdiction. This Agreement and all matters arising out of or related to this Agreement shall be governed and construed by the laws of the State of New York without regard to its conflicts of law provisions. Subscriber agrees that the federal and state courts of Albany County, New York alone shall be the exclusive legal venue for said action and Subscriber consents to the personal jurisdiction of those courts.
f. Amendments. HVW may change, amend, alter, or modify this Agreement and any document incorporated by reference herein at any time. HVW may notify Subscriber of any change either by posting that change on HVW’s Website www.hvwisp.com , and by sending Subscriber an email or by U.S. first-class mail. If Subscriber continues to use the Service after such notice has been made, Subscriber agrees that such continued use shall be deemed to be Subscriber’s acceptance of those changes. The current version of this Agreement, as the same may be modified by HVW from time to time, shall supersede any prior version of this Agreement that may have been provided to Subscriber at any time.
g. Assignment. Subscriber may not assign this Agreement, or Subscriber’s rights or obligations under this Agreement, without HVW’s prior written consent, and any purported assignment by Subscriber without such consent shall be void. HVW may transfer or assign any portion or all of this Agreement at any time without notice to Subscriber, and Subscriber waives any notice that may be required by law.
h. Survival Provisions. Sections 1 through 15 herein shall survive any termination or expiration of this Agreement for any reason.
i. Execution of Agreement. Subscriber has executed this Agreement by their signatures on the COS or DIA SLA. The Subscriber understands, acknowledges and agrees that any executed COS or DIA means that the Subscriber has read, understands, and agrees to this Agreement and the documents referenced herein.
