THE PARTIES AGREE AS FOLLOWS:
1. SERVICES. This General Terms and Conditions Agreement (“GT&C Agreement”) states the terms and conditions under which Shenandoah Telephone Company, LLC d/b/a Shentel Business (“Shentel Business”) shall provide CUSTOMER with the services (“Services”) and associated equipment (“Equipment”) indicated herein. This GT& C Agreement is an agreement for Service and does not and should not be construed to provide the CUSTOMER with any ownership right or rights in any of the Service, Equipment or peripherals associated with the provision of the Service. By executing a Commercial Service Agreement and/or by using the Service, CUSTOMER agrees to be bound by the terms of this GT&C Agreement. Shentel Business and CUSTOMER may hereinafter be referred to collectively as the “Parties” or singularly as a “Party”.
2. PAYMENT TERMS. CUSTOMER agrees to pay one-time and Monthly Recurring Charges for the Services as set forth in this GT&C Agreement and in the Commercial Services Agreement. Monthly Recurring Charges are due upon CUSTOMER’S receipt of an invoice. One-time charges are due on or before the time of installation. CUSTOMER shall pay all Monthly Recurring Charges in advance. The initial Monthly Recurring Charges shall remain in effect for the Term specified in the Commercial Services Agreement. Thereafter, the Commercial Services Agreement shall renew on a month to month basis at the then current rate card rates. Shentel Business may increase the Monthly Recurring Charges from time to time upon thirty (30) days’ prior written notice to the CUSTOMER. Such increases shall not occur more frequently than once per 12-month period, and in no event shall any increase be made, if following such increase, such Monthly Recurring Charges would exceed the amount permitted under applicable law. In such a case, the applicable Monthly Recurring Charges shall be deemed to be the maximum amount allowable under applicable law. Notwithstanding the foregoing, increases in any and all programming, license, copyright, retransmission and/or other costs, charges, fees or amounts including, without limitation, taxes and any and all other governmental fees, charges and/or other amounts, shall not be deemed to be included in the Monthly Recurring Charges or limited by any provision in this GT&C Agreement, and may be passed onto CUSTOMER at any time when such costs are passed on to Shentel Business. In the event of a conflict between the payment terms set forth in the Commercial Service Agreement and this GT&C Agreement, the terms of the Commercial Service Agreement shall prevail.
a) Taxes, Fees and Government Charges. CUSTOMER shall also pay Shentel Business any sales, use, property, excise or other taxes, franchise fees, and governmental charges (except income taxes) arising under this GT&C Agreement. A copy of the CUSTOMER’S tax exemption document must be provided to Shentel Business to certify tax-exempt status. Tax-exempt status shall not waive the franchise fee or state communications tax.
b) CUSTOMER Change Requests. Any charges associated with Service and Equipment installations, additions, modifications, substitutions, upgrades, reconfigurations, rebuilds or relocations requested by CUSTOMER subsequent to the initial installation, are the sole financial responsibility of CUSTOMER and shall be reflected on the CUSTOMER’S billing statement after the requested Service and/or Equipment has been installed, added, modified, substituted, upgraded, reconfigured, rebuilt or relocated and CUSTOMER’S payment of the bill which includes those added charges will be deemed CUSTOMER’S acceptance of those charges. Subsequent to the initial term Shentel Business may increase the recurring charge from time to time with thirty (30) days’ prior written notice to CUSTOMER.
c) Non-Payment and Penalties. Failure to pay all bills within thirty (30) days of issuance shall constitute a breach of this GT&C Agreement and be grounds for disconnection and/or imposition of a late fee of not more than five percent (5%) on any outstanding balance at Shentel Business’s discretion. Shentel Business may charge a reasonable service fee for all returned checks and bankcard or charge card charge-backs. If Service is disconnected because CUSTOMER does not pay the bill, Shentel Business may require that CUSTOMER pay all past due charges, a reconnect fee, and a minimum of one (1) month’s advance charges before Shentel Business will reconnect Service. CUSTOMER shall be responsible for all expenses (including reasonable attorney’s fees) incurred by Shentel Business in collecting any unpaid amounts in accordance with this GT&C Agreement.
d) Billing Errors. CUSTOMER must bring any billing errors or requests for credit to Shentel Business’s attention within thirty (30) days of the date CUSTOMER receives the bill for which correction of a billing error or credit is sought.
e) Site Visits and Repairs. If the CUSTOMER’S use or modification of the Equipment or software supplied by Shentel Business requires a visit to the CUSTOMER’S facilities for correction or repair, Shentel Business reserves the right to charge the CUSTOMER for such site visit and repair costs.
3. INSTALLATION AND ACCESS. CUSTOMER hereby grants to Shentel Business (subject to any necessary governmental or third-party approvals) reasonable access to the premise(s) to review, install, inspect, maintain and repair all necessary Equipment (as well as permission to enter the premise(s) for the exercise of such right) to receive the Service. Such access shall include landlord permission, when applicable. Shentel Business reserves the right to perform an engineering review of the premise(s) prior to installation. The CUSTOMER shall be responsible, at its own expense, for all site preparation activities necessary for installation of the Service, as set forth herein, including the relocation of the CUSTOMER’S equipment, as necessary, to access the Service. To ensure proper installation of the Service, CUSTOMER may be required to provide Shentel Business with accurate physical network diagrams and/or maps. Shentel Business may schedule installation visits with the CUSTOMER as necessary. The CUSTOMER’S authorized representative must be present during site visits.
4. SERVICES AND EQUIPMENT. CUSTOMER UNDERSTANDS AND AGREES THAT NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN ALL EQUIPMENT AND MATERIAL INSTALLED OR PROVIDED BY Shentel Business, INCLUDING BUT NOT LIMITED TO MODEM(S), ROUTER(S), E-MAIL ADDRESS(ES), E-MAIL NAME(S), AND IP ADDRESS(ES), IS AND SHALL REMAIN THE PROPERTY OF Shentel Business AND MUST BE RETURNED TO Shentel Business AT ANY TIME SERVICE IS DISCONNECTED, OR ANY REASONABLE TIME THE CUSTOMER IS DESIROUS OF MAKING AN EXCHANGE OF SUCH EQUIPMENT. CUSTOMER will use reasonable care to avoid damaging any Equipment and will not move, relocate, alter, sell, lease, assign, encumber or otherwise tamper with the Equipment. Immediately upon termination of Service, the Equipment supplied by Shentel Business SHENTEL must be returned to Shentel Business in good condition. Failure to return Equipment within ten (10) days after Service is disconnected will result in a charge being made to CUSTOMER’S account. CUSTOMER agrees to pay the full retail cost for the repair or replacement of any lost, stolen, or damaged Equipment, together with any costs incurred by Shentel Business in obtaining or attempting to regain possession of such Equipment, including, but not limited to, reasonable attorney's fees. CUSTOMER further agrees to pay for any repairs or replacement of the Equipment whether or not caused by CUSTOMER’S negligent act, except such repairs or replacements as may be necessary by reason of normal and ordinary wear or by reason of defects of material or workmanship therein.
5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
a) Limited Warranty. Shentel Business hereby represents and warrants to the CUSTOMER that all Services shall be performed in a workmanlike manner and in accordance with the terms and conditions set forth in this GT&C Agreement. CUSTOMER agrees that CUSTOMER uses the Service and any software and Equipment supplied by Shentel Business at its sole risk. The Service and Shentel Business Equipment are provided on an “as is basis” without warranties of any kind. Shentel Business does not warrant uninterrupted use of Service. Any warranty claim by the CUSTOMER must be made within thirty (30) days after the applicable Service has been performed. Shentel Business sole obligation and the CUSTOMER’S sole remedy, with respect to any breach of the limited warranty set forth in this Section, shall be a prorated refund of the fees paid by the CUSTOMER based on the period of time when the Service is out of compliance with this Limited Warranty provision.
b) Disclaimer. The warranties in this section are in lieu of all other warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose or non-infringement.
c) Limitation of Liability. Shentel Business shall not be liable to CUSTOMER for indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or in connection with this GT&C Agreement or any acts or omissions associated therewith, including any acts or omissions by subcontractors of Shentel Business, or relating to any Services furnished, whether such claim is based on breach of warranty, contract, tort or any other legal theory and regardless of the causes of such loss or damages or whether any other remedy provided herein fails. Any claim made under this paragraph or this GT&C Agreement shall be made in writing and forwarded to the Shentel Business address that appears herein or in the Customer Service Agreement. In no event shall Shentel Business’s liability hereunder exceed the total fees paid by the CUSTOMER hereunder for the Services provided and which give rise to such claim during the preceding thirty (30) day period.
6. FORCE MAJEURE. The CUSTOMER agrees that Shentel Business shall not be liable for any inconvenience, loss, liability or damage resulting from any failure or interruption of Service, directly or indirectly caused by circumstances beyond Shentel Business control, including but not limited to denial of use of poles or other facilities of a utility company, labor disputes, acts of war or terrorism, criminal, illegal or unlawful acts, natural causes, mechanical or power failures, or any order, law or ordinance in any way restricting the operation of the Service.
7. INDEMNIFICATION. The CUSTOMER agrees to indemnify, defend, protect and hold harmless Shentel Business, its employee, agents, officers and directors from and against any and all claims, lawsuits, damages, judgments, costs, fees or expenses (including reasonable attorney’s fees and costs incurred by Shentel Business in enforcing its rights under this GT&C Agreement incurred by Shentel Business which arise out of or are in any way related to the installation, maintenance or repair of any Equipment or Services provided by Shentel Business to CUSTOMER under the terms of this GT&C Agreement.
a) Entire GT&C Agreement. This GT&C Agreement and any related schedules constitute the entire GT&C Agreement with respect to the Service. A facsimile of a duly executed GT&C Agreement signed by both authorized parties shall be considered evidence of a valid GT&C Agreement, and Shentel Business may rely on such facsimile copy of the GT&C Agreement as if it were the original signed copy of the GT&C Agreement. This GT&C Agreement supersedes and nullifies 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 GT&C Agreement.
b) Authorized Party. The CUSTOMER represents to Shentel Business that the CUSTOMER has the authority to execute, deliver and carry out the terms of the GT&C Agreement.
c) No Rights or Remedies for Third Parties. This GT&C Agreement is not intended to give and does not give any rights or remedies to any person other than Shentel Business and the CUSTOMER.
d) Governing Law. This GT&C Agreement and all matters arising out of or related to this GT&C Agreement shall be governed by the laws of the State of Virginia, without regard to conflicts of law provisions. The CUSTOMER agrees that the federal and state courts of Virginia alone have jurisdiction over all disputes arising under this GT&C Agreement and the CUSTOMER consents to personal jurisdiction of those courts with respect to any disputes arising under this GT&C Agreement.
e) Severability. If any term, covenant or condition of this GT&C Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this GT&C Agreement, or the application of such term, covenant or condition to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this GT&C Agreement shall be valid and be enforced to the fullest extent permitted by law.
f) No Assignment or Transfer. The CUSTOMER may not assign this GT&C Agreement or its rights or obligations under this GT&C Agreement without Shentel Business’s prior written consent. The Service shall be provided to CUSTOMER at the specified premise address(es). The CUSTOMER may not transfer the CUSTOMER’S subscription or the CUSTOMER’S rights and obligations under the GT&C Agreement to any other person or to any other address without Shentel Business prior written consent. Shentel Business may assign its rights hereunder, without the need for any notification to or approval from the CUSTOMER, to an Affiliate (i.e., any such entity Controlling, Controlled by, or under common Control with such entity). “Control” shall mean (i) Ownership of fifty percent 50% or more of the outstanding shares representing the right to vote for members of the board of director or other managing officers of such entity, or (ii) for an entity which does not have outstanding shares, fifty percent (50%) or more of the ownership interest representing the right to make decisions for such entity. Furthermore, Shentel Business shall be permitted to assign this GT&C Agreement to an assignee with assets, equipment and personnel in place that are adequate to provide the Services contemplated by this Agreement. In the event of an assignment, the benefits and obligations of this GT&C Agreement shall inure to and be binding upon the respective successors, assigns, transferees, heirs, and personal representatives of the respective Parties.
g) Waiver. Except as otherwise provided herein, the failure of Shentel Business to enforce any provision of this GT&C Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
9. PROVISION OF SERVICE. Shentel Business may, from time to time, rearrange, delete, add or otherwise change packaging and programming of Services contained in Shentel Business basic cable, Digital Music or other Services.
10. ADDITIONAL SETS. CUSTOMER agrees: (i) not to add additional sets or disturb, alter or remove any portion of Shentel Business Equipment or material, (ii) to adequately safeguard such Equipment against others; and (iii) not to hire or permit anyone other than personnel authorized by Shentel Business acting in their official capacity to perform any work on such Equipment. CUSTOMER is prohibited from moving Equipment to another location or using it at an address other than the premise(s) without prior written authorization from Shentel Business. Any unauthorized connection or other tampering with the system or its components (including converters) shall be cause for disconnection of Service or legal action, and Shentel Business shall be entitled to recover damages, including, but not limited to, the value of any Services illegally obtained plus reasonable collection costs including reasonable attorney's fees.
ADDITIONAL TERMS AND CONDITIONS — SMALL BUSINESS INTERNET
11. EQUIPMENT AND SOFTWARE REQUIREMENTS. CUSTOMER shall maintain certain minimum Equipment and software to receive the Service. Please refer to https://support.shentel.com/ (or the applicable successor URL) for the current specifications.
12. CUSTOMER’S RESPONSIBILITIES. CUSTOMER agrees that any person who accesses the Service through the CUSTOMER’S computer(s), under the CUSTOMER’S account or through the cable outlets in the CUSTOMER’S facility shall be subject to this GT&C Agreement. The CUSTOMER assumes all liability and responsibility to ensure that all such other users understand this GT&C Agreement and comply with its terms. The CUSTOMER shall be responsible for all access to (including access via the CUSTOMER’S wired or wireless Local Area Network) 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 liable and responsible for all charges incurred and all conduct through either authorized or unauthorized use of the CUSTOMER’S account, until the CUSTOMER informs Shentel Business of any breach of security.
a) Connecting Customer Equipment. Upon Installation, Shentel Business shall test to confirm that the Service can be accessed from the CUSTOMER'S premise(s). It shall be the CUSTOMER'S responsibility to connect their equipment to the modem or router for network access. The Service is intended for use by a single small business or small office-home office (SOHO) at the premise(s) specified herein. By connecting to the network and/or accessing the Service, CUSTOMER agrees to be bound by the terms of the Shentel Business’s Acceptable Use Policy which can be found at www.shentelbusiness.com (or the applicable successor URL). Except as expressly permitted in the JetNet Packages, CUSTOMER will not, and will not allow others to, resell or redistribute access to the Service in any manner, including but not limited to hosting applications such as the provision of e-mail, FTP and Telnet access.
b) No Third-Party Support or Liability. Shentel Business does not support CUSTOMER-supplied third-party hardware or software, including but not limited to modems or routers, network interface cards or local area networks, browsers and their plug-ins, TCP/IP or other communications or networking software, or e-mail client software. Any questions concerning third-party hardware or software should be directed to the manufacturer of that hardware or software product. Shentel Business assumes no liability or responsibility for the installation, maintenance, compatibility or performance of any equipment or software not provided by Shentel Business. If such third-party equipment or software impairs the Service, the CUSTOMER shall remain liable for payments as agreed without recourse for credit or prorated refund for the period of impairment. If the CUSTOMER requests Shentel Business to attempt to resolve difficulties caused by such third-party equipment or software, such efforts shall be performed at Shentel Business’s discretion and at then-current rates and terms. Shentel Business makes no warranty that it will resolve the difficulties caused by such third-party equipment or software.
c) Security. The CUSTOMER shall be responsible for the implementation of reasonable security procedures and standards with respect to its own demarcation point that interfaces with the Service. Shentel Business may communicate security issues to the CUSTOMER from time to time when abuse or misuse is observed or reported by others.
d) 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, Shentel Business is not the publisher of this software. Shentel Business 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 at its location. Shentel Business shall not be responsible in any manner for the effectiveness of these blocking and filtering technologies. Shentel Business does not warrant that other users will be unable to gain access to CUSTOMER’S computer.
13. SERVICE PERFORMANCE. Shentel Business shall use its best efforts to achieve the Service speed selected by the CUSTOMER herein, but such speed may vary based on factors beyond Shentel Business control. Shentel Business shall use commercially reasonable efforts to assure that the Service is available to the CUSTOMER 24 hours per day, seven days per week. It is possible, however, that there will be interruption of the Service. If an outage condition is known sufficiently far in advance, Shentel Business shall attempt to provide the CUSTOMER with electronic mail notification. The 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 Shentel Business control. The temporary unavailability of the Service shall not constitute a breach of contract or a failure by Shentel Business to perform its obligations under the GT&C Agreement.
a) Damage, Loss or Destruction of Software Files and/or Data. Shentel Business assumes no liability or responsibility whatsoever for any damage to or loss or destruction of any of the CUSTOMER’S property, including but not limited to hardware, software, files, data or peripherals, which may result from the CUSTOMER’S use of the Service, or from the installation, maintenance or removal of the Service, Equipment or software. Shentel Business does not warrant that any data or files sent by or to the CUSTOMER will be transmitted in uncorrupted form within a reasonable period of time.
b) No Liability for Risks of Internet Use. The cable network is a shared network and Shentel Business does not warrant that Service will be error-free. The Service, Shentel Business network and the Internet are not secure, and others may access or monitor the CUSTOMER’S traffic. Shentel Business does not warrant that any 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. The CUSTOMER may run applications that permit others to gain access to the CUSTOMER’S data. Shentel Business has no responsibility and assumes no liability for such acts or occurrences.
c) 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. Shentel Business shall have no responsibility to resolve disputes with other vendors.
d) No Liability for Changes of Address. Due to growth, acquisitions and changes in technology, Shentel Business reserves the right to change addressing schemes, including e-mail and IP addresses. Shentel Business may provide the Service in partnership with other companies (“Partners”). The CUSTOMER agrees to abide by the terms and conditions of the Partners’ Services.
15. ACCEPTABLE USE POLICY. Shentel Business’s Acceptable Use Policy, found at www.shentelbusiness.com (or the applicable successor URL) and incorporated herein by reference, applies to the Service. The CUSTOMER expressly warrants that the CUSTOMER has read and agrees to be bound by Shentel Business’s Acceptable Use Policy. The CUSTOMER expressly understands and agrees that the Acceptable Use Policy may be updated or modified from time to time by Shentel Business, with or without notice to the CUSTOMER. Any such update or modification to the Acceptable Use Policy shall be posted to the above-listed website. Payment for Service subsequent to a change of policy will be deemed CUSTOMER’S acknowledgement and acceptance of said change. The CUSTOMER should consult the Acceptable Use Policy on a regular basis to ensure compliance. Shentel Business may terminate the CUSTOMER from the Service immediately for violation of its policies.
16. SHENTEL’S RIGHT TO TERMINATE. If the CUSTOMER fails to comply with this GT&C Agreement, Shentel Business may declare CUSTOMER to be in default of this GT&C Agreement, and at its option and in addition to any other remedies provided herein, may immediately terminate the GT&C Agreement or provide written notice of action of termination. Shentel Business may terminate the Service immediately without notice in order to prevent a breach of network security or other violation of Shentel Business’s Acceptable Use Policy. No express or implied waiver by Shentel Business of any event of default shall in any way be, or be construed to be, a waiver of any further subsequent event of default.
17. CUSTOMER’S RIGHT TO TERMINATE. If the CUSTOMER terminates the Service, Shentel Business requires thirty (30) days prior written notice and CUSTOMER shall be liable for all applicable early termination charges.
18. EARLY TERMINATION CHARGES. If the CUSTOMER’S Service is terminated or disconnected prior to the end of the committed Term and the termination or disconnect is due to any reason other than a breach of the GT&C Agreement by Shentel Business, the CUSTOMER shall pay an early termination charge equal to one-hundred percent (100%) of monthly Service and Equipment charges multiplied by the number of months remaining in the Term, plus one-hundred percent (100%) of the balance of Installation/Construction charges.
BUSINESS PHONE SERVICE
If Customer selects to receive the Business Phone Service, Customer will receive telephone service consisting of up to two (2) lines per voice-enabled cable modem or router, including a variety of features, as described more fully in the applicable Order or other documentation.
Customer’s use of the Business Phone Service is subject to the following additional terms and conditions: