Terms of Service
Terms and Conditions
Use of Services is subject to this Service Agreement between Wanetics, LLC (WANETICS) and Customer and is effective upon the use of Services by Customer and acceptance by WANETICS. WANETICS provides hosted telephone services, managed networks and high speed connections to the Internet and offers its network and computer resources to subscribers for personal, commercial and research purposes. The parties agree to the following terms and conditions to governing provision and use of WANETICS’s services:
1.0 Services, Charges and Billing
1.1 WANETICS agrees to provide certain deliverables, referred to under this Agreement as the Services as provided in one or more Service Order forms. Additional services may be provided at WANETICS’s then current rates for such services.
1.2 Customer agrees to pay total non-recurring charges (NRCs) and recurring monthly charges (MRCs) as provided under the Service Order forms. Charges will be invoiced weekly and payment is due upon receipt of each invoice. Interest in the amount of 1.5% will accrue on all amounts not paid within 30 days. Various telecom taxes and surcharges may be added to Services under this Agreement.
1.3 In the event that any product or service requested by Customer under this Agreement is subject to a tariff filed by WANETICS with the Illinois Commerce Commission or Federal Communications Commission, the terms and conditions of such tariff (including price) shall govern the Customer’s use of the Services.
1.4 The Customer agrees to pay at WANETICS’s applicable time and material rates then in effect all charges for maintenance and other activities and to pay for loss or damage to WANETICS equipment caused by:
a) Use of WANETICS’s equipment and/or Services for purposes other than that for which designed;
b) Tampering with or attempting to adjust or repair the equipment or Service; and
c) Customer negligence of any kind.
1.5 Customer will be responsible for payment of a remote support charge or onsite service charge for visits by WANETICS or WANETICS’s agents for investigating and correcting a trouble report resulting from any cause other than a direct failure of the Services provided by WANETICS.
2.0 Proprietary Rights and Information
2.1 In the event that Customer utilizes software from WANETICS, the licensor of that software grants to the Customer a non-exclusive and non-transferable license to use such software for the sole purpose of enabling Customer to utilize the Services. Title to all software provided shall remain with licensor. Customer shall make no attempt to examine copy, alter, reverse engineer, tamper with, or otherwise misuse such software.
3.0 Security Interest
3.1 In the event that Customer utilizes equipment under license from WANETICS, WANETICS grants to the Customer a non-exclusive and non-transferable license to use such equipment for the sole purpose of enabling Customer to utilize the Services. Title to all equipment provided shall remain with WANETICS. Customer shall make no attempt to examine copy, alter, reverse engineer, tamper with, or otherwise misuse such equipment.
4.0 Installation, Access and Support
4.1 Customer will permit WANETICS reasonable access to Customer’s premises, at reasonable times subject to Customer’s reasonable security requirements, by employees or authorized independent contractors of WANETICS for the purpose of installation, inspection, maintenance, repair, replacement, relocation and removal of the Services.
4.2 Customer shall be responsible for the cost of any relocation of the Services once installed.
4.3 Customer may be issued secure passwords, keys, keycards or other security devices or processes according the then current WANETICS security policy. It is Customer’s responsibility to maintain the security of said passwords, keys, keycards or other security devices or processes. Customer will be charged for issuance of new or additional security devices or processes.
4.4 WANETICS will provide technical phone support for Services as indicated on the Service Orders; requests for support for other functions or products not included as part of the Service Orders will be invoiced at WANETICS then current time and materials rates.
5.0 Modifications
5.1 The Customer agrees not to modify, alter, repair, and attempt to repair, or in any way tamper with the Services without the express written consent of WANETICS. In the event of such modification, WANETICS shall be completely released from any liability or obligation including any warranty or indemnity obligation to Customer. Customer shall be liable to WANETICS for any costs or damages incurred by WANETICS (including damage to its network) caused by such modification.
6.0 Restrictions on Use of Services
6.1 WANETICS undertakes to offer and maintain the Services. Customer may not, nor may it permit others to, rearrange, disconnect, remove or attempt to repair any equipment or Services furnished by WANETICS except upon written consent of WANETICS.
6.2 The Services are provided subject to the condition that Customer will not allow any third party access to the Services or abuse or fraudulently use it. Abuse and fraudulent use includes but is not limited to:
a) Obtaining or attempting to obtain Services by rearranging, tampering with or making connection with any facilities of WANETICS, or by any trick, scheme, false representation or false credit device, or by or through any other fraudulent means or devices whatsoever, with intent to avoid payment, in whole or in part, of the regular charges for the Service;
b) Attempting to, or actually attaining, accessing, altering, or destroying data files, programs, procedures and/or information by rearranging, tampering with or making connection to any facilities of WANETICS, or by any trick, scheme, false representation or through any other fraudulent means or devices whatsoever;
c) Assisting another person or entity to perform the acts prohibited in a) and b); and
d) Using the Services in such a manner as to unreasonably interfere with the Internet service of any other person, business, branch or office of government or other organization.
6.3 The Services furnished under this Agreement shall not be used for any purpose or in any manner directly or indirectly in violation of the law or in aid of any unlawful act or undertaking. Customer is responsible for complying with all rules and Acceptable Use Policies of all networks accessed through the Services.
6.4 Customer shall be liable for:
a) Reimbursing WANETICS for any loss resulting from theft or vandalism of WANETICS equipment or services on Customer’s premises;
b) Reimbursing WANETICS for damages to equipment or software caused for any reason whatsoever including the negligence or willful acts of the officers, employees, agents of the Customer.
6.5 Provision of the Services is subject to the further conditions that the Customer’s equipment or software does not endanger the safety of WANETICS employees or the public; damage or require change or alteration to WANETICS’s equipment or Service; impair the operation of WANETICS; interfere with the proper functioning of such equipment and Services; or otherwise injure the public in its use of the Services. Upon notice from WANETICS that the Customer’s equipment or software is causing or is likely to cause such hazard or interference, the Customer shall take necessary steps to remove such equipment or software. WANETICS reserves the right to require Customer-provided equipment to be certified by WANETICS prior to use with WANETICS products or the Services.
7.0 Warranties and Limitation of Liability
7.1 WANETICS warrants that the Services provided will be in good working order as installed and certified by WANETICS as ready for use and that same will conform to the then current WANETICS specifications. Thereafter, WANETICS will make such adjustments, repairs, and parts replacement as is necessary to maintain the Services in working order pursuant to WANETICS’s specifications and subject to the provisions of this Agreement. WANETICS will monitor Customer’s Services using automated tools and shall attempt notify Customer’s network operations personnel in the event of any outage.
7.2 In all situations involving performance of the services furnished under this Agreement, the Customer’s sole remedy is adjustment or repair of the Services. For any other claim concerning performance by WANETICS, WANETICS’s liability for any Customer damages, if any, shall be limited to those actually proven as directly attributable to WANETICS and in no event, shall exceed the monthly charges paid by Customer from the commencement date of this Agreement but not to exceed 12 months. In no event shall WANETICS be liable for any damages caused by Customer’s failure to perform Customer’s responsibilities, or for any lost profits or other consequential damages, even if WANETICS has been advised of the possibility of such damages, or for any claim against the Customer by any other party.
8.0 Indemnities
8.1 The parties hold each other harmless from and against all loss, liability, damage and expense, including reasonable attorney’s fees, incurred due to:
a) Claims and demands of property damage or personal injury or death to persons, including payments made under any Worker’s Compensation Law or under any plan for employees’ disability or death benefits, which may arise out of, or be caused by the installation, maintenance, presence, use or removal of Customer systems or terminal equipment connected, or to be connected, to the Services pursuant to this Agreement and all claims arising out of an act or omission of the officers, employees, agents or contractors of the parties in connection with the Service;
b) Claims for libel, slander, invasion of privacy, infringement of copyright, and invasion and/or alteration of private records for data arising from any information, data or message transmitted over the network by Customer;
c) Claims for infringement of patents arising from the use of Customer’s apparatus and systems in connection with equipment or Services furnished by WANETICS;
d) Any act or omission of any other entity furnishing products or services which are required by Customer to use the Services nor negligence of the parties or for the failure of any products or services provided by it;
e) Unauthorized access to, or any alteration, theft or destruction of data files, programs, procedures and/or information of the parties by any person through accident or fraudulent means or devices, even if such access occurs as a result of parties’ own negligence; and
f) Any transmission outage, interruption, delay, failure or communication line failure
9.0 Force Majeure
9.1 WANETICS will not be responsible for any delay in or failure of delivery or other duties under this Agreement due to any occurrence commonly known as force majeure, including war, riots, embargoes, strikes, or other concerted acts of workmen (whether of WANETICS or others), circuit or power outages, casualties or accidents, or any other causes, circumstances or contingencies within or without the United States which are beyond WANETICS’s control which prevent or hinder the design, manufacture, or delivery of any of its obligations under this Agreement.
9.2 WANETICS will give Customer notice in the event of any of the foregoing occurrences. Upon such notice, WANETICS may cancel or suspend performance under this Agreement for so long as such performance is delayed by such occurrence or occurrences and in such event WANETICS shall have no liability to Customer. Should any such occurrence continue for more than 14 days, Customer may terminate this Agreement with no further liability.
10.0 Term and Termination
10.1 The term of this Agreement shall be 36 months(s) or as indicated on the Service Order, whichever is shorter, from the date of its acceptance by WANETICS and shall automatically renew for additional 12 month periods unless either party provides the other with written notice of non-renewal at least 90 days prior to the end of each term.
10.2 In the event of any default by Customer of use restrictions described in Section 5.0 above, WANETICS may, at its sole option, immediately terminate Services to Customer and retain all amounts paid by Customer as well as seek payment of the Customer’s unpaid invoices. If Customer breaches any other provision of this Agreement and fails to correct such breach within 5 days of WANETICS’s written notice of such breach, WANETICS may terminate Services without further notice.
10.3 In the event of default, Customer shall reimburse WANETICS for all reasonable expenses incurred by WANETICS in connection with the enforcement of WANETICS’s rights hereunder, including reasonable attorney’s fees.
11.0 Other
11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Any action brought to construe or enforce either parties’ rights and obligations under this Agreement shall be in Cook County, Illinois.
11.2 This Agreement represents the entire understanding of the parties regarding the Services and it supersedes all previous oral or written understandings concerning the Services.
11.3 Customer may not assign or transfer its obligations under this Agreement nor permit any third party use of the Services whatsoever.