Standard Terms of Service
Rebus Communications agrees to provide the Services during the Service period to the Customer at the site(s) identified in the Service Order(s). "Service Period", is the time period starting on the date the Services are fully functional in all material respects and available for use as described in a Service Order or as reflected in the first invoice, and continuing through termination.
2. Standard Payment Terms:
Customer agrees to pay the monthly Service fees and one-time charges as set forth in the Service Order(s) incorporated under this Service Agreement by execution thereof by the parties. "Monthly Service Fees" is the amount specified as the monthly fee to be paid by the Customer for the Services. "One-Time Charges" include, but are not limited to, construction, Service installation charge(s), repair, replacement, or any non-recurring charges. "Service Installation Charge" is the amount specified as the fee for installation of equipment and network facilities. "Equipment" means components including, but not limited to, any gateway or edge electronic device, antenna, node, concentrator, bridge, receiver, transmitter, transceiver, router, switch, hub or communications lines/cables that makes up the network of Rebus Communications-provided Equipment, facilities and materials (the "Network") necessary to provide the Services.
(a) Monthly Service Fees. Customer agrees to pay Monthly Service Fees in advance of the provision of the Services. Monthly Service Fees are due by the first of the month for the succeeding month of service.
(b) One-Time Charges. Customer agrees to pay the One-Time Charges as described on the applicable Service Order(s) and/or as otherwise set forth in this Agreement.
(c) TAXES, FEES, AND GOVERNMENT CHARGES. Taxes, fees and government charges are paid for by Rebus Communications from the Monthly Service Fees and One-Time Charges.
(d) Charges for Change Requests. Any charges associated with Service and Equipment installations, additions, modifications, substitutions, upgrades, reconfigurations, rebuilds, or relocations at a site and requested by Customer subsequent to executing a Service Order for that site, are the sole financial responsibility of Customer. Rebus Communications shall notify Customer, orally or in writing, of any additional One-Time Charges and/or adjustments to Monthly Service Fees associated with or applicable to such Customer change requests prior to making any such additions or modifications. Customer's failure to object to such additional charges within three (3) days of receiving such notice shall be deemed an acceptance by Customer of such charges. Customer shall be assessed such additional One-Time Charges and/or adjusted Monthly Service Fees, either (i) in advance of implementation of the change request or (ii) beginning on the Customer's next and/or subsequent invoice(s).
(e) Site Visits and Repairs. If Customer's misuse, abuse, or modification of the Services, Equipment, or Network facilities supplied by Rebus Communications necessitates a visit to the Customer site for inspection, correction, or repair, Rebus Communications shall charge Customer a site visit fee as well as charges for any Equipment or Network repair or replacement necessary to restore Service.
(f) Invoicing Errors. Customer must provide notice to Rebus Communications of any invoice errors or disputed charges within sixty (60) days of the invoice date on which the errors and/or disputed charges appear in order for Customer to receive any credit that may be due.
(g) Late Fees. If Customer fails to pay an invoice within thirty (30) days of issuance, Rebus Communications will issue a notice of late payment. Customer will be charged a late fee of not more than one and one half percent (1.5%) per month on any outstanding past-due balance.
(h) NON-PAYMENT. If Services are disconnected because Customer does not pay the invoice, Rebus Communications may, in its sole discretion, require that Customer pay all past due charges, a reconnect fee, and a minimum of one month's Monthly Service Fees in advance before Rebus Communications will reconnect Services.
(i) Returned Checks, Bankcard or Credit Card Charge-Backs and Collection Fees. Rebus Communications may charge a reasonable service fee for all returned checks and bankcard, credit card or other charge card charge-backs.
(j) Collection Fees. Customer shall be responsible for all expenses, including reasonable attorney's fees and collection costs, incurred by Rebus Communications in collecting any unpaid amounts due under this Agreement.
3. Service Location Access and Installation:
(a) Access. Customer shall provide Rebus Communications with reasonable access to each Service Location listed on a Service Order as necessary for Rebus Communications to review, install, inspect, maintain, or repair any Equipment or Materials necessary to provide the Services. If Customer owns and/or controls the Service Location(s), Customer grants to Rebus Communications permission to enter the site(s) for the exercise of such right. If a site is not owned and/or controlled by Customer then Customer will obtain, with Rebus Communications' assistance, appropriate right of access. If Customer is not able to gain right of access for a site from owner and/or controlling party, Rebus Communications obligations under this Agreement and the appropriate Service Order for such site are terminated, null and void.
(b) Installation Review; Subsequent Interference. Rebus Communications may perform an installation review of each Service Location prior to installation of the Services at that Service Location. Customer may be required to provide Rebus Communications with accurate site and/or physical network diagrams or maps of a Service Location prior to the installation review. Rebus Communications may directly or through its agents inspect the Customer Premises before beginning installation, and shall satisfy itself that safe installation and proper operation of its Equipment and the Services are possible in the location(s) provided by Customer. If Rebus Communications, in its sole discretion, determines that safe installation and/or activation of one or more of the Services will have negative consequences to Rebus Communications personnel or Network and/or cause technical difficulties to Rebus Communications or its customers, Rebus Communications may terminate the Service Order effective upon prior notice to Customer or may require the Customer to correct the situation before proceeding with installation or activation of the Services.
In the event during the initial or any renewal Service Period, (i) proper operation of Rebus Communications Equipment and/or unhindered provision of the Services is no longer possible as a result of interference or obstruction caused by the acts or omissions of Customer, a third party or any Force Majeure Event, or (ii) such interference/obstruction or the cause thereof will have negative consequences to Rebus Communications personnel or Network and/or cause technical difficulties to Rebus Communications or its customers, as Rebus Communications may determine in its sole discretion, Rebus Communications may terminate the affected Service Order(s) without liability upon written notice to Customer.
(c) Site Preparation. Customer shall be responsible, at its own expense, for all site preparation activities necessary for delivery and installation of the Equipment and the installation and ongoing provision of Services, including, but not limited to, the relocation of Customer's equipment, furniture, and furnishings as necessary to access the Equipment and/or Services. To ensure proper installation of the Equipment and the Services, Customer may be required to provide electrical or other utility service, and/or accurate physical network diagrams and/or maps prior to installation.
(d) Installation. Rebus Communications will schedule one or more installation visits with Customer. Customer's authorized representative must be present during installation. During installation, Rebus Communications shall test to confirm that the Services can be accessed from the Service Location. In the event that during the course of installation Rebus Communications determines additional work is necessary to enable Rebus Communications to deliver the Services to the Service Location, Rebus Communications will notify Customer of any new or additional One-Time Charges that may be necessary. In the event the Customer does not agree to pay such One-Time Charges by executing a revised Service Order reflecting such new charges (and superseding the underlying applicable Service Order) within five (5) business days of receiving the revised Service Order, Customer and/or Rebus Communications shall have the right to terminate the applicable Service Order. Customer shall be responsible for access paths, moving or relocating furniture, furnishings, or equipment, or other preparation activities necessary for Rebus Communications to install the Services. With respect to any excavation, Rebus Communications shall be responsible for reasonable restoration efforts necessary to address any displacement resulting from such excavation.
(e) Ongoing Visits. Rebus Communications will need access to the Customer Premises from time to time for inspecting, constructing, installing, operating, and maintaining Rebus Communications Network facilities, Equipment or materials and/or any related facilities. Except in emergency situations, Rebus Communications will obtain approval from the Customer (not to be unreasonably withheld or delayed) before entering the Customer Premises. At Rebus Communications request, Customer, or a representative designated by Customer, will accompany Rebus Communications employees or agents into any unoccupied unit for the purpose of installing, repairing, maintaining, upgrading, and/or removing the Equipment.
4. Equipment and Materials:
(a) Responsibilities and Safeguards. Except as otherwise provided in this Service Agreement or any Service Order(s), neither party shall be responsible for the maintenance or repair of cable, electronics, structures, Equipment or materials owned by the other party, provided, however, that subject to the Indemnification limitations set forth in section 11 hereunder, each party shall be responsible to the other for any physical damage or harm such party causes to the other party's personal or real property through the damage-causing party's negligence or willful misconduct.
Without limiting the foregoing, Customer will not be liable for loss of or damage to cable, electronics, structures or Equipment owned by Rebus Communications and located on Customer Premises, which occurred as a result of the occurrence of any Force Majeure Event, natural disaster or other casualty loss over which Customer has no control.
i. Safeguard Rebus Communications-provided Equipment against others;
ii. Not add other equipment nor move, modify, disturb, alter, remove, nor otherwise tamper with any portion of the Equipment;
iii. Not hire nor permit anyone other than personnel authorized by Rebus Communications acting in their official capacity to perform any work on the Equipment; and
iv. Not move nor relocate Equipment to another location or use it at an address other than the Service location without the prior written consent of Rebus Communications.
Any unauthorized connection or other tampering with the Services, Equipment, any system or its components shall be cause for immediate disconnection of Services, termination of this Agreement and/or legal action, and Rebus Communications shall be entitled to recover damages, including, but not limited to, the value of any Services and/or Equipment obtained in violation of this Agreement in addition to reasonable collection costs including, but not limited to, reasonable attorneys' fees. Should any antenna, or signal amplification system for use in connection with communication equipment hereafter be installed on the Premises which interferes with the Services provided by Rebus Communications hereunder, Customer acknowledges and agrees that Rebus Communications shall not be obligated to distribute a quality signal to the Premises better than the highest quality which can be furnished as a result of such interference, until such time as the interference is eliminated or corrected by Customer or a third party.
(b) Customer Security Responsibilities. Customer shall be responsible for the implementation of reasonable security procedures and standards with respect to use of and access to the Service and/or Equipment. Rebus Communications may temporarily discontinue or disconnect the Services upon learning of a breach of security and will attempt to contact Customer in advance, if possible. The temporary discontinuation or disconnection of the Services shall not constitute a breach of this Agreement.
(c) Ownership. Customer understands and agrees that notwithstanding any other provision contained herein to the contrary, all Equipment and materials installed or provided by Rebus Communications are and shall always remain the property of Rebus Communications, shall not become a fixture to the Premises, and must be returned to Rebus Communications at any time Services are disconnected in the condition in which they were received subject to ordinary wear and tear. Customer will not sell, lease, assign, nor encumber any Equipment. Customer shall not obtain or acquire title to, interest or right (including intellectual property rights) in the Service or Equipment other than to the limited extent of use rights expressly granted under this Agreement.
(d) Equipment Return, Retrieval, Repair, and Replacement. Immediately upon termination of Services ("Termination" shall mean the termination of the Service Agreement and/or Service Order(s)), at the discretion of Rebus Communications, Customer shall return, or allow Rebus Communications to retrieve, the Equipment supplied by Rebus Communications to Customer, in good condition. Failure of Customer to return, or allow Rebus Communications to retrieve, Equipment within ten (10) days after Services are terminated may result in a charge to Customer's account equal to the full retail cost of replacement of the unreturned Equipment. In addition, Customer agrees to pay for the repair or replacement of any damaged Equipment (whether or not caused by Customer's negligent act, except such repairs or replacements as may be necessary due to normal and ordinary wear and tear or material/workmanship defects), together with any costs incurred by Rebus Communications in obtaining or attempting to regain possession of such Equipment, including, but not limited to, reasonable attorney's fees.
5. Internet Access Service:
Continued use of the Internet Service is subject to these Terms and Conditions.
(a) Equipment and Software Requirements. Customer shall maintain certain minimum Equipment and software to receive the Service. Please refer to www.Rebus.Biz
(or the applicable successor URL) for the current specifications.
(b) Internet Service Speeds. Rebus Communications shall use commercially reasonable efforts to achieve the Internet speed on the Service Order. However, Customer understands and agrees that such speeds may vary.
(c) Access and Use. Customer agrees to ensure that any person who has access to the Internet Services through Customer's computer(s), wireless access points, Service Location, facilities, or account shall comply with the terms of this Agreement. Customer shall be responsible for setting up password/access security measures. Customer shall be responsible for all charges incurred and all conduct, whether authorized or unauthorized, caused by use of Customer's computers, service locations, facilities, or account using the Internet Services. Customer acknowledges and understands that various factors, for which Rebus Communications is not responsible, may contribute to interference with the Internet Service signal transmitted/accessible by a wireless router or access point.
(d) No Liability for Risks of Internet Use. The Internet is a shared network and Rebus Communications does not warrant that Service will be error free. The Service, Rebus Communications network, and the Internet are not secure, and others may access or monitor the Customer's traffic. Rebus Communications does not warrant that data or files sent or received by the Customer over the Network will not be subject to unauthorized access by others, that other users will not gain access to the Customer's data, nor that the data or files will be free from computer viruses or other harmful components. Rebus Communications has no responsibility and assumes no liability for such acts or occurrences, but does take reasonable measures to prevent such occurrences, inclusive of commercially available encryption technologies.
(e) No Liability for Purchases. Through use of the Service, the Customer may access certain information, products, and services of others, for which there is a charge. The Customer shall be solely liable and responsible for all fees or charges for these online services, products or information. Rebus Communications shall have no responsibility to resolve disputes with other vendors.
(f) Blocking and Filtering. While the computer industry may provide blocking and filtering software that empowers Customer to monitor and restrict access to Customer's computer and its data, Rebus Communications is not the publisher of this software. Rebus Communications strongly recommends that the Customer employ a "firewall" or other security software. The Customer assumes all responsibility for providing and configuring any "firewall" or security measures for use with the Service. Rebus Communications shall not be responsible in any manner for the effectiveness of these blocking and filtering technologies. Rebus Communications does not warrant that other users will be unable to gain access to Customer's computer(s) and/or data even if the Customer utilizes blocking and filtering technologies.
(g) Acceptable Use Policy. Customer agrees to comply with the terms of Rebus Communications Acceptable Use Policy ("AUP"), found at www.Rebus.Biz
(or the applicable successor URL) and that policy is incorporated by reference into this Agreement. Customer represents and warrants that Customer has read the AUP and agrees to be bound by its terms as they may from time to time be amended, revised, replaced, supplemented, or otherwise changed. Customer expressly understands and agrees that the AUP may be updated or modified from time to time by Rebus Communications, with or without notice to Customer. Rebus Communications may discontinue or disconnect Services immediately for any violation of the Rebus Communications AUP with or without notice to Customer.
6. Customer Use:
Customer agrees not to re-sell or re-distribute access to the Service(s) or system capacity, or any part thereof, in any manner without the express prior written consent of Rebus Communications. Customer agrees not to use or permit third parties to use the Service(s), including but not limited to the Equipment and software provided by Rebus Communications, for any illegal purpose, or to achieve unauthorized access to any computer systems, software, data, or other copyright or patent protected material. Customer agrees not to interfere with other customers' use of the Equipment or Services or disrupt the Rebus Communications Network, backbone, nodes or other Services. Violation of any part of this section is grounds for immediate Termination of this Service Agreement and/or all Service Orders in addition to any other rights or remedies Rebus Communications may have hereunder.
Rebus Communications will use commercially reasonable efforts in keeping with normal industry standards to ensure that the Service is available to Customer twenty-four (24) hours per day, seven (7) days per week. It is possible, however, that there will be interruptions of Service. Specifically, Customer understands and agrees that the Service may be unavailable from time to time either for scheduled or unscheduled maintenance, technical difficulties, or for other reasons beyond Rebus Communications reasonable control. Temporary service interruptions/outages for such reasons, as well as service interruptions/outages caused by the Customer, its agents and employees, or by a Force Majeure Event, shall not constitute a failure by Rebus Communications to perform its obligations under this Service Agreement, and Customer will not hold Rebus Communications at fault for loss of Customer revenue or lost productivity due to Service outages.
8. Default; Suspension of Service; Termination:
No express or implied waiver by Rebus Communications of any event of default shall in any way be a waiver of any further subsequent event of default. Nothing herein, including, but not limited to Termination, shall relieve Customer of its obligation to pay Rebus Communications all amounts due.
(a) Default by Customer. Customer shall be in default under this Service Agreement in the event that the Customer does one (1) or more of the following (each individually to be considered a separate event of default) and the Customer fails to correct each such noncompliance within twenty (20) days of receipt of written notice in cases involving non-payment or within thirty (30) days of receipt of written notice in cases involving any other noncompliance:
i. Customer is more than thirty (30) days past due with respect to any payment required hereunder;
ii. Customer otherwise has failed to comply with the terms of this Service Agreement or any other Service Order(s) incorporated herein by execution thereof by the parties.
(b) Rebus Communications Right to Terminate and Termination Charge. In the event Customer is in default, Rebus Communications shall have the right, at its option, and in addition to any other rights of Rebus Communications expressly set forth in this Agreement and any other remedies it may have under applicable law to:
i. Immediately suspend Services to the Customer until such time as the underlying noncompliance has been corrected without affecting Customer's on-going obligation to pay Rebus Communications any amounts due under this Agreement (e.g., the Monthly Service Fees), as if such suspension of Services had not taken place;
ii. Terminate the Services; or
iii. After the occurrence of two (2) such events of Customer default in any twelve (12) month period of time, terminate this Service Agreement and/or any or all of the applicable Service Order(s).
If Termination is due to noncompliance by the Customer, Customer must pay Rebus Communications a Termination charge (a "Termination Charge"), which the parties recognize as liquidated damages. This Termination Charge shall be equal to one hundred percent (100%) of (1) the outstanding balance of any and all One-Time Charges plus (2) any and all previously waived One-Time Charges.
(c) Default by Rebus Communications. Rebus Communications shall be in default under this Service Agreement in the event that Rebus Communications fails to comply with the terms of this Service Agreement and/or any or all of the applicable Service Order(s), and Rebus Communications fails to remedy each such noncompliance or occurrence within thirty (30) days of receipt of written notice from Customer describing in reasonable detail the nature, scope and extent of the default or noncompliance:
(d) Customer's Right to Terminate and Termination Charge.
i. Customer shall have the right, at its option and in addition to any other remedies it may have, to terminate any applicable Service Order(s), if the underlying event of default and/or noncompliance by Rebus Communications is limited to Services provided under the applicable Service Order(s) or this Service Agreement, if such noncompliance is not so limited, provided that Rebus Communications diligent efforts to correct such breach are not commenced and pursued within thirty (30) days after Rebus Communications receipt of a written notice from the Customer describing in reasonable detail the nature, scope and extent of the event of default/noncompliance.
ii. If Termination is due to noncompliance by Rebus Communications, Rebus Communications shall reimburse Customer for any pre-paid, unused Monthly Service Fees attributable to such terminated Service Order(s).
9. Limitation of Liability. Please Read this Section Carefully, it contains Disclaimers of Warranties and Limitations of Liability:
(a) Limited Warranty. At all times during the Service Period, Rebus Communications warrants that it will use commercially reasonable efforts in keeping with industry standards to cause the Services to be available to the Customer.
THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER.
EXCEPT AS OTHERWISE STATED IN THIS SERVICE AGREEMENT, REBUS COMMUNICATIONS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SERVICE PROVISIONED HEREUNDER AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
WITHOUT LIMITING ANY EXPRESS PROVISIONS PROVIDED FOR ELSEWHERE IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES HEREUNDER (INCLUDING ANY SERVICE IMPLEMENTATION DELAYS AND/OR FAILURES), UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING LIMITATIONS APPLIES TO ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.
Any warranty claim by Customer must be made within thirty (30) days after the applicable Services have been performed. Rebus Communications sole obligation and Customer's sole remedy, with respect to any breach of the limited warranty set forth herein, shall be a prorated refund of the fees paid by Customer based on the period of time when the Services are out of compliance with this limited warranty provision.
(b) Content. Customer acknowledges that any content that Customer may access or transmit through any Service is provided by independent content providers, over which Rebus Communications does not exercise and disclaims any control. Rebus Communications neither previews content nor exercises editorial control; does not endorse any opinions or information accessed through any Service; and assumes no responsibility for content. Rebus Communications specifically disclaims any responsibility for the accuracy or quality of the information obtained using the Service. Such content or programs may include, without limitation, programs, or content of an infringing, abusive, profane, or sexually offensive nature. Customer and their authorized users accessing other parties' content through Customer's facilities do so at Customer's own risk, and Rebus Communications assumes no liability whatsoever for any claims, losses, actions, damages, suits or proceedings arising out of or otherwise relating to such content.
(c) Damage, Loss, or Destruction of Software Files and/or Data. Customer agrees that Customer uses the Services and Equipment supplied by Rebus Communications at its sole risk. Rebus Communications does not manufacture the Equipment, and the Services and Equipment are provided on an "as is basis" without warranties of any kind.
Rebus Communications assumes no responsibility whatsoever for any damage to or loss or destruction of any of Customer's hardware, software, files, data or peripherals which may result from Customer's use of any Service. Rebus Communications does not warrant that data or files sent by or to Customer will be transmitted in uncorrupted form or within a reasonable period of time.
(d) Unauthorized Access. If Customer chooses to run or offer access to applications from its equipment that permits others to gain access through the Network, Customer must take appropriate security measures. Failing to do so may cause immediate Termination of Customer's Service by Rebus Communications without liability for Rebus Communications. Rebus Communications is not responsible for and assumes no liability for any damages resulting from the use of such applications, and Customer shall hold Rebus Communications harmless from and indemnify Rebus Communications against any claims, losses, or damages arising from such use. Rebus Communications is not responsible and assumes no liability for losses, claims, damages, expenses, liability, or costs resulting from others accessing the Customer's computers, its internal network, and/or the Network through Customer's equipment, and Customer shall hold Rebus Communications harmless from and indemnify Rebus Communications against any such claims, losses, or damages to the full extent arising from such access.
(e) Force Majeure Event. Customer agrees that Rebus Communications shall not be liable for any inconvenience, loss, liability or damage resulting from any failure or interruption of Services, directly or indirectly caused by circumstances beyond Rebus Communications control, including but not limited to labor disputes, acts of war or terrorism, criminal, illegal or unlawful acts, natural causes, mechanical or power surges or failures, or any order, law or ordinance in any way restricting the operation of the Services, provided that we shall use reasonable efforts to remove such causes of nonperformance.
In addition to its specific indemnification responsibilities set forth elsewhere in this Service Agreement and as permissible under applicable law, Customer agrees, at its own expense, to indemnify, defend and hold harmless Rebus Communications and its directors, employees, representatives, officers and agents, (the "Indemnified Parties") against any and all claims, liabilities, lawsuits, damages, losses, judgments, costs, fees and expenses incurred by Rebus Communications Indemnified Parties, including but not limited to, reasonable attorneys' fees and court costs incurred by Rebus Communications Indemnified Parties under this Service Agreement, to the full extent that such arise from Customer's misrepresentation with regard to or noncompliance with the terms of this Service Agreement and any or all Service Orders, Customer's failure to comply with applicable law, and/or Customer's negligence or willful misconduct. Rebus Communications Indemnified Parties shall have the right but not the obligation to participate in the defense of the claim at Customer's cost and Customer agrees to cooperate with Rebus Communications Indemnified Parties in such case.
Title to the Equipment shall remain with Rebus Communications during the applicable Service Period. Customer shall keep that portion of the Equipment located on Customer Premises free and clear of all liens, encumbrances, and security interests. Upon Termination of Service for a specific site, Rebus Communications shall have the right to remove all Equipment components and/or leave any of such components in place, assigning title and interest in such components to the Customer, it being understood that no further notice or action is required to accomplish the assignment contemplated hereunder. Rebus Communications shall have the right to remove the Equipment and all components within ninety (90) days after such Termination.
12. Compliance With Laws:
Customer shall not use or permit third parties to use the Services in any manner that violates applicable law or causes Rebus Communications to violate applicable law. Both parties shall comply with all applicable laws and regulations when carrying out their respective duties hereunder.
14. General Customer Representations and Obligations:
Customer represents to Rebus Communications that Customer has the authority to execute, deliver and carry out the terms of this Service Agreement and associated Service Orders. Customer also represents that any person who accesses any Services through Customer's equipment or through the Network facilities in Customer's Premises will be an authorized user, will use the Service, Network and/or Network facilities in an appropriate and legal manner, and will be subject to the terms of this Service Agreement. Customer shall be responsible for ensuring that all such users understand the Service Agreement and comply with its terms.
The Customer shall be responsible for all access to and use of the Service by means of the Customer's equipment, whether or not the Customer has knowledge of or authorizes such access or use. The Customer shall be solely liable and responsible for all charges incurred and all conduct through either authorized or unauthorized use of the Service, until the Customer informs Rebus Communications of any breach of security.
Rebus Communications expressly prohibits using the Service in violation of the Acceptable Use Policy. By signing, Customer expressly acknowledges that Customer will not post or transfer or permit others to post or transfer materials in violation of the Acceptable Use Policy while using the Service.
Any notices to be given under this Service Agreement shall be validly given or served only if in writing and sent by nationally recognized overnight delivery service or certified mail, return receipt requested, to the following addresses: If to Rebus Communications:
350 Tracie Rd
Pasco, WA 99301-8895
If to Customer:
See Customer's Service Order.
Each party may change its respective address(es) for legal notice by providing notice to the other party.
(a) Entire Agreement. This Service Agreement and any related, executed Service Order(s) constitute the entire Agreement with respect to the Services, Network, and Equipment. This Service Agreement supersedes all prior understandings, promises, and undertakings, if any, made orally or in writing by or on behalf of the parties with respect to the subject matter of this Service Agreement.
(b) No Amendments, Supplements, or Changes. This Service Agreement and the associated executed Service Order(s) may not be amended, supplemented, or changed without both parties' prior consent.
(c) No Assignment or Transfer. The parties may not assign or transfer (directly or indirectly by any means, by operation of law or otherwise) this Service Agreement and the associated Service Order(s), or their rights or obligations hereunder to any other entity without first obtaining written consent from the other party, which consent shall not be unreasonably withheld, provided, however, that Rebus Communications may assign this Service Agreement and the associated executed Service Order(s) to affiliates controlling, controlled by or under common control with Rebus Communications, or to its successor-in-interest in the event Rebus Communications sells the underlying communications system, without Customer's consent.
(d) Severability. If any term, covenant, condition, or portion of this Service Agreement, any related, executed Service Order(s) shall, to any extent, be invalid or unenforceable, the remainder of this Service Agreement, any related, executed Service Order(s), shall not be affected and each remaining term, covenant or condition shall be valid and enforceable to the fullest extent permitted by law.
(e) Section Headings. The section headings are furnished for the convenience of the parties and are not to be considered in the construction or interpretation of this Service Agreement.
(f) Governing Law. This Service Agreement and all matters arising out of or related to this Agreement shall be governed by the laws of the State of Washington, without regard to conflicts of law provisions. Customer agrees that the federal and state courts of Washington alone have jurisdiction over all disputes arising under this Agreement, and Customer consents to personal jurisdiction of those courts with respect to any disputes arising under this Agreement. In any and all controversies or claims arising out of or relating to this agreement, its negotiation, enforceability or validity, or the performance or breach thereof or the relationships established hereunder, customer and rebus communications each hereby waives its right, if any, to trial by jury.
(g) Jointly Drafted. Both parties hereby acknowledge that they participated equally in the negotiation and drafting of this Service Agreement and any related, executed Service Order(s) and that, accordingly, no court construing this Service Agreement and any related, executed Service Order(s) shall construe it more stringently against one party than against the other.
(h) No Third Party Beneficiaries. The parties agree that the terms of this Service Agreement and the parties' respective performance of obligations as described are not intended to benefit any person or entity not a party to this Service Agreement, that the consideration provided by each party under this Service Agreement only runs to the respective parties hereto, and that no person or entity not a party to this Service Agreement shall have any rights under this Service Agreement nor the right to require the performance of obligations by either of the parties under this Service Agreement.
(i) Waiver. Except as otherwise provided herein, the failure of Rebus Communications to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.