TERMS OF SERVICE

The Terms of Service Agreement (the “Agreement”), in its entirety, shall consist of the Service Order Agreement (“SOA”), General Terms and Conditions (“General Terms”), applicable Service Terms and Conditions (“Service Terms”), applicable Service Level Agreement (“SLA”), and the Acceptable Use Policy (“AUP”).

The Agreement between you (the “Customer”) and Verso Networks, Inc. (the “Company”) sets forth the legal rights and obligations governing Customer’s subscription to applicable service(s) provided by the Company (the “Service”). Customer shall contract for and order Service via online sign-up page or signing a SOA. Upon completion of the sign-up page or SOA by the Customer and acceptance by the Company this Agreement becomes legally binding. Company and Customer hereby represent and warrant that each is authorized to enter into the Agreement and perform its obligations thereunder.

The Company reserves the right to change this Agreement at any time and for any reason. The Company shall provide notice to Customer at least thirty (30) days before the effective date of such changes if they materially or adversely affect the Customer so that Customer may elect to discontinue service and avoid the effects of the changes.  Notice may be delivered by telephone or email.

Rev. 7/27/2016

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GENERAL TERMS AND CONDITIONS

1.0        Customer Account

1.1 Account Holder. A Customer Account will be created in the Customer Billing Portal. It provides a means to easily change plans, cancel service, update/add a credit card, or update contact info. We will send an email invitation that will contain a link that will give the Customer automatic access to manage the subscription. The Customer is responsible for all activity associated with the Customer Account.

1.2 Account Information. All contact and payment information provided by Customer must be accurate. Customer is responsible for keeping such information up-to-date in the Customer Account.

1.3 Account Security. Customer agrees to keep account access confidential and is solely responsible for any liability or damages resulting from failure to maintain such confidentiality. Customer agrees to notify Verso if they suspect any breach of security of their Customer Account or payment accounts.

2.0        Billing and Payment

2.1 Customer Responsibility for Payment.  Customer agrees to pay the Company for the Service at the applicable recurring and non-recurring charges. The charges for the Service shall be effective during the initial term of Service and during any automatic renewal term. Company may modify the applicable charges for month-to-month terms with at least thirty (30) days notice given to Customer by telephone or email.

2.2 Billing Period and Invoicing. Company will notify Customer when Service is available for use. The date of such notice shall be the Start of Service Date, and Customer’s invoicing will occur on that date and recur on the same day of each month, billed in advance. All invoices are due and payable within thirty (30) days of invoice date.

2.3 Late Payment Fees. Invoices not paid in full within thirty (30) days of the invoice date will be past due and subject to a late payment fee of 1.5% per month.

2.4 Credit Check. Company may obtain credit information from reporting agencies furnishing such information for the purpose of ascertaining Customer’s credit and payment history. If Customer is found to be a credit risk, Company reserves the right to refuse to provide the Service or to require an advance payment.  Interest will not be paid on advance payments.

2.5 Recovery of Collection Costs. Unless otherwise prohibited by law, Customer shall reimburse Company for any costs incurred by the Company in undertaking any collection activity, including but not limited to the reimbursement of reasonable attorney’s fees.

3.0        Agreement Term, Term Renewal, and Termination

3.1 Initial Term. The initial term of Service (“Initial Term”) shall be as set forth in the SOA and shall begin on the Start of Service Date. If no Initial Term is set forth in an SOA, the Initial Term of Service shall be month-to-month.

3.2 Term Renewal. If neither: Company notifies Customer of its intent not to renew the Agreement or any Service provided pursuant to the Agreement, nor the Customer requests disconnection of Service before the end of the Initial Term or any renewal term, then the Agreement and Service provided pursuant thereof, unless otherwise provided in a SOA shall automatically renew for an identical term pursuant to the rates, terms and conditions contained in the Agreement. Company will notify Customer by email of the automatic renewal pertaining to the Agreement and Service.

3.3 Non-Renewal by Customer. If Customer elects not to renew the Agreement or any Service provided pursuant to the Agreement for an identical term, Customer must, at least forty-five (45) days prior to the expiration of the then current term: (1) execute a new Agreement; or (2) request disconnection of Service. In the event Customer elects to disconnect Service, Customer will continue to be billed for such Service up to and including the requested disconnection date, but for no less than forty-five (45) days from the date of Company’s receipt of Customer’s disconnection request. Customer may not place a disconnection request more than ninety (90) days prior to an actual disconnection date and will be responsible for all charges incurred up to and including the date of disconnection.

3.4 Early Termination by Customer Request. If Customer is committed to subscribe to Service for a minimum term and Customer terminates the Agreement (and Service) by requesting disconnection of such Service before the end of the Initial Term or any renewal term, Customer will be subject to applicable early termination charges equal to: (a) fifty percent (50%) of any Monthly Recurring Charges due for Service during the remainder of the Initial Term or any renewal term.

3.5 Early Termination for Chronic Outages. Customer may elect to disconnect the Service prior to the end of the Service Term without incurring early termination charges if Customer experiences Service outages totaling more than twenty four (24) hours in any given month.

3.6 Month-to-Month Termination. If the term of the Agreement is month-to-month, either party may terminate the Agreement (and Service) by providing the other party with written notice of termination at least thirty (30) days prior to the intended termination date.

3.7 Termination for Cause: Non-Payment. Except as required by law or regulation, or except as otherwise expressly provided in an SOA, if, after the Start of Service Date, Customer fails to pay any amount required under the Agreement for more than sixty (60) days after invoice date, Company may terminate all Customer Service and the underlying Agreement. In the event of such termination for cause, Customer will be required to pay, in addition to all other amounts due and owing Company, applicable early termination charges equal to: (a) fifty percent (50%) of any Monthly Recurring Charges due for Service during the remainder of the Initial Term or any renewal term.

3.8 Termination for Cause: Fraud or Threats. The Company, without notice and without incurring any liability, may terminate the Service if: (a) it determines such action is necessary to (i) prevent or protect against fraud, tricks, or tampering, (ii) protect its personnel, agents, facilities or services, or (iii) protect against actual or potential adverse financial effects; (b) the Customer provides false information to the Company regarding the Customer’s identity, address, creditworthiness, past or current use of Service; (c) the Customer is in violation of the AUP; (d) the Customer indicates it will not comply with a request for security for the payment for Service or will not pay any amounts due and owing the Company; or (e) if Customer becomes insolvent, makes assignments for the benefit of creditors, files for bankruptcy or reorganization, fails to discharge an involuntary petition for bankruptcy within the time permitted by law, or otherwise abandons Service. In the event of such termination for cause, Customer will be required to pay, in addition to all other amounts due and owing Company, applicable early termination charges equal to: (a) fifty percent (50%) of any Monthly Recurring Charges due for Service during the remainder of the Initial Term or any renewal term.

4.0        Limitations on Service

4.1 Availability of Facilities. Service is offered and furnished subject to the availability of all necessary facilities, including those acquired by the Company from other entities. Company may decline to accept a request for Service if it determines that facilities are not available.

4.2 Right to Alter Service. In its sole discretion and without liability to Customer, Company may: (a) alter the methods, processes or suppliers by or through which it provides Service; (b) change the facilities used to provide Service; or (c) substitute comparable Service for that being provided to Customer. If necessary due to the potential impact on affected Customers, the Company will furnish prior notice of any alterations, changes or substitutions.

4.3 Network Management. Company reserves the right to engage in reasonable network management practices to protect its network from harm, compromised capacity, degradation in network performance or service levels, or uses of the Service which may adversely impact access to or the use of the Service by other Customers.

4.4. Acceptable Use Policy. Customer’s use of the Service is subject to the Company’s AUP, which is incorporated by reference herein into the Agreement.

5.0.        Disclaimer of Warranties 

Company and its officers, directors, employees, agents, and partners makes no representations or warranties, whether express, implied or statutory, regarding the Service, system equipment or Company-owned or provided equipment used by Customer. This disclaimer includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement of any third party rights. Additional warranty limitations that relate to specific Service will be set forth in applicable Service Terms.

6.0        Limitation of Liability

Customer expressly understands and agrees that Company and its officers, directors, employees, agents, and partners will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages or losses resulting from; (a) use of the Service; (b) cost of procurement of substitute service; (c) unauthorized access or alterations of Customer communications or data; (d) statements or conduct of any third party on the Service; (e) incompatibility of Customer devices; or (f) any other matter relating to the Service.

7.0        Service Interruptions

The Company’s liability for Service interruptions, if any, shall be limited to outage credits as expressly provided for in the applicable SLA.

8.0        Force Majeure

Company shall not be liable for any failure of performance due to any cause beyond its control, including but not limited to: acts of God, fire, explosion, vandalism, terrorism, cable cut, major weather disturbance, national emergencies, riots, wars, labor difficulties, supplier failures, shortages, breaches, any law, order, regulation, direction, action, or request by any government, civil or military authority, or suspension of existing service in compliance with state and/or federal law, rules and regulations, or delays caused by you or your equipment.

9.0.        Indemnification

Customer agrees to indemnify and hold harmless Company and its officers, directors, employees, agents, and partners from any claim or demand, including reasonable attorneys’ fees, made by any third party arising from Customer‘s misuse or abuse of the Service, or violation of this Agreement or applicable law. Company agrees to indemnify and hold harmless Customer and its officers, directors, employees, agents, and partners from any claim or demand, including reasonable attorneys’ fees, made by any third party arising from Company‘s violation of this Agreement or applicable law.

10.0        Dispute Resolution

Customer agrees that all unresolved disputes and claims with Company shall be resolved through binding arbitration, and that any such arbitration shall be conducted on an individual basis; class arbitrations and class actions are not permitted. The arbitration shall be conducted by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration is bound by the terms of this Agreement. The decision and award of the arbitrator shall be final, binding, and not appealable.

11.0        Customer Proprietary Network Information

To inform Customer of Company Services that may be of interest to Customer, the Company may wish to use information derived from its provision of Service to Customer, particularly information referred to as Customer Proprietary Network Information (“CPNI”). CPNI includes, among other things, the identity and quantity of Services to which Customer subscribes, information on how the Services are used, and billing information pertaining to the Services. Federal law restricts the use of CPNI for purposes other than providing the Service to which Customer subscribes, without Customer approval. Customer may signify approval or denial of the use of its CPNI by Company by so indicating in a SOA or by updating its Customer information and election. A Customer’s approval will remain in effect until Customer contacts Company and states it no longer wants the Company to use its CPNI to market other Company Services to Customer.

12.0        Assignment

Customer may not sell, transfer or assign the Agreement, in whole or in part, without the prior written consent of the Company. Any such assignment without Company’s prior written consent shall be void.

13.0        Severability

Any provision found unlawful by a court or arbitrator having jurisdiction shall be deemed to be severed from the Agreement, but such severance shall have no effect on the enforceability of the remaining provisions of the Agreement.

14.0        No Waiver

No waiver of any of the provisions of the Agreement shall be binding unless made in writing and signed by the waiving party. The failure of either party to insist on the strict enforcement of any provision of this Agreement shall not be deemed to constitute a waiver of the provision, and all terms and conditions shall remain in full force and effect.

15.0        Complete Agreement

The Agreement, incorporating all the applicable documents referenced herein, represents the entire agreement between the parties with respect to Service, and supersedes all other prior agreements between the parties, whether written or oral.

Rev. 7/27/2016

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SERVICE TERMS AND CONDITIONS:  BUSINESS INTERNET, EVENT INTERNET

1.0        Service Description

1.1   General Description.  Provides Internet access service by means of Ethernet Virtual Circuit (EVC) from Customer router to Company border router. Business Class QoS is provided to prioritize Customer traffic over ‘Best Effort’ traffic. Bandwidth is delivered as an EIR (Excess Information Rate) type service so maximum speeds are not guaranteed and may vary depending on a number of network performance factors.

1.2 Router CPE. Customer router will connect to network using a 100/1000BASE-T or 1000BASE-SX interface and will be specified in the SOA. Customer will be solely responsible for all router maintenance, management, and support. Any assistance provided by Company is without warranty of any kind and in consideration for such assistance you expressly waive any and all claims against Company that may arise from such assistance.

1.3 Service Demarcation.  The point of demarcation (“demarc”) for Service is the UNI (User Network Interface) to which Customer router is connected. Company’s responsibility for maintenance and troubleshooting ends at the demarc.

1.4 Inside Wiring. Company may agree in the SOA to provide inside wiring, in which case Company will install and be responsible for Cat5 or MMF cable between UNI and Customer router.

1.5 IP Addresses. The Service will include a static IPv4 and IPv6 address for the WAN interface of the Customer router. Additional IPv4 address assignments are available for an additional charge. An IPv6 /60 address assignment is provided at no charge.

2.0        Pricing

Pricing will be as set forth in the online sign-up page or the Service Order Agreement (SOA).

3.0        Customer Support

3.1 Network Monitoring. Company’s Network Operations Center (NOC) monitors all Business Internet customers on a 24x7x365 basis.

3.2 Technical Support. Customer trouble reporting is available by email or telephone to the NOC on a 24x7x365 basis. Company provides technical support for service-related inquiries. Technical support will not offer consulting or advice on issues relating to Customer Premise Equipment (CPE) not provided by Company.

3.3 Escalation. Reported troubles are escalated within the Company NOC as follows: Manager after four (4) hours and to the Director after eight (8) hours.

3.4 Maintenance. Company’s standard maintenance window is Monday to Friday from 4:00am to 6:00am local time. Scheduled maintenance is performed during the maintenance window and will be coordinated between Company and customer. Company provides a minimum of seven (7) days notice for service impacting planned maintenance. Emergency maintenance is performed as needed.

Rev. 7/27/2016

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SERVICE TERMS AND CONDITIONS:  BUSINESS PREMIUM

1.0        Service Description

1.1   General Description.  Provides Internet access service by means of Ethernet Virtual Circuit (EVC) from Customer router to Company border router. Business Class QoS is provided to prioritize Customer traffic over ‘Best Effort’ traffic. Bandwidth is delivered as an EIR (Excess Information Rate) type service so maximum speeds are not guaranteed and may vary depending on a number of network performance factors.

1.2 Router CPE. Customer router will connect to network using a 100/1000BASE-T or 1000BASE-SX interface and will be specified in the SOA. Customer will be solely responsible for all router maintenance, management, and support. Any assistance provided by Company is without warranty of any kind and in consideration for such assistance you expressly waive any and all claims against Company that may arise from such assistance.

1.3 Service Demarcation.  The point of demarcation (“demarc”) for Service is the UNI (User-Network Interface) to which Customer router is connected. Company’s responsibility for maintenance and troubleshooting ends at the demarc.

1.4 Inside Wiring. Company may agree in the SOA to provide inside wiring, in which case Company will install and be responsible for Cat5 or MMF cable between UNI and Customer router.

1.5 IP Addresses. The Service will include up to five (5) static IPv4 and one static IPv6 address for the WAN interface of the Customer router. Additional IPv4 address assignments are available for an additional charge. An IPv6 /60 address assignment is provided at no charge.

2.0        Service Level Agreement

Customer acknowledges it has reviewed the applicable Service Level Agreement (SLA), which is incorporated into the Terms of Service Agreement.

3.0        Pricing

Pricing will be as set forth in the online sign-up page or the Service Order Agreement (SOA).

4.0        Customer Support

4.1 Network Monitoring and Notification. Company’s Network Operations Center (NOC) monitors all Business Premium customers on a 24x7x365 basis.

4.2 Technical Support. Customer trouble reporting is available by email or telephone to the NOC on a 24x7x365 basis. Company provides technical support for service-related inquiries. Technical support will not offer consulting or advice on issues relating to Customer Premise Equipment (CPE) not provided by Company.

4.3 Escalation. Reported troubles are escalated within the Company NOC as follows: Manager after four (4) hours and to the Director after eight (8) hours.

4.4 Maintenance. Company’s standard maintenance window is Monday to Friday from 4:00am to 6:00am local time. Scheduled maintenance is performed during the maintenance window and will be coordinated between Company and customer. Company provides a minimum of seven (7) days notice for service impacting planned maintenance. Emergency maintenance is performed as needed.

Rev. 7/27/2016

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SERVICE TERMS AND CONDITIONS:  MANAGED WI-FI

1.0        Service Description

1.1 General Description.  Managed Wi-Fi Service provides a turnkey Wi-Fi network solution for business customers. Company will provide all related equipment, design, installation, configuration, operation, maintenance, and support.

1.2 Network Configuration. Company will configure network to meet Customer’s specific networking and security requirements. Company will provide a requirements worksheet for Customer to complete, which will be kept with Customer Record in the Network Operations Center (NOC).

1.3 Configuration Changes. Customer will open a ticket with NOC to request any configuration changes. The NOC will maintain a log of all changes and a copy of each configuration version.

1.4 Firmware Upgrades. Company will perform all firmware upgrades during an agreed upon maintenance window.

1.5 Component Replacement. Company will replace components upon a service-affecting failure. Target replacement objective is four (4) hours.

2.0        Pricing

Pricing will be as set forth in the applicable Service Order Agreement (SOA).

3.0        Customer Support

3.1 Network Monitoring. Company’s NOC monitors all Managed Wi-Fi customers on a 24x7x365 basis. The NOC will notify Customer within fifteen (15) minutes of identifying a service-affecting outage.

3.2 Technical Support. Customer trouble reporting is available by email or telephone to the NOC on a 24x7x365 basis. Company provides technical support for service-related inquiries.

3.3 Escalation. Reported troubles are escalated within the Company NOC as follows: Manager after four (4) hours and to the Director after eight (8) hours.

3.4 Maintenance. Company’s standard maintenance window is Monday to Friday from 4:00am to 6:00am local time. Scheduled maintenance is performed during the maintenance window and will be coordinated between Company and customer. Company provides a minimum of seven (7) days notice for service impacting planned maintenance. Emergency maintenance is performed as needed.

Rev. 7/27/2016

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SERVICE LEVEL AGREEMENT:  BUSINESS PREMIUM

1.0        Service Availability

1.1 Guarantee. Availability is guaranteed to be at least 99.9%, calculated on a monthly basis.

1.2 Outage Calculation. An outage commences upon Company’s verification of a disruption pursuant to Customer opening a Trouble Ticket. The outage ends when Service is fully operational.

1.3 Outage Credits. No credit will be given for outages of less than one (1) hour. A pro-rated credit of one-thirtieth (1/30) of the applicable Monthly Recurring Charges will be awarded per hour whenever an outage lasts for more than one (1) hour. Total cumulative outage credit shall not exceed the applicable Monthly Recurring Charge in any given month.

2.0        Service Latency

2.1 Guarantee. Latency is guaranteed not to exceed an average of 20 ms, calculated on a monthly basis by taking samples at five (5) minute intervals of round-trip delay between Customer router and Company’s transit border router.

2.2 Excess Latency Credits. If average latency for month is determined to be in excess of 20 ms, Customer will receive a pro-rated credit of one-tenth (1/10) of the applicable Monthly Recurring Charges per 5 ms in excess up to a maximum of 100%.

3.0        Service Packet Loss

3.1 Guarantee. Packet Loss is guaranteed not to exceed an average of 0.5%, calculated on a monthly basis by taking samples at five (5) minute intervals of packet loss between Customer router and Company’s transit border router.

3.2 Excess Packet Loss Credits. If average packet loss for month is determined to be in excess of 0.5%, Customer will receive a pro-rated credit of one-tenth (1/10) of the applicable Monthly Recurring Charges per 0.1% in excess up to a maximum of 100%.

4.0        Excluded Outages

The foregoing guarantees do not include Customer caused outages, loss of power at Customer premises, scheduled maintenance, or Force Majeure events.

5.0        Credit Limits

Total credits awarded during any given month will not exceed the applicable Monthly Recurring Charges for the affected Service.

Rev. 7/27/2016