1.1 Initiation and Service. Hover Networks will begin installation, initiation and Service only after it receives and accepts the following: (1) a duly executed VSC; (2) Customer’s subscription to sufficient Internet services from Hover Networks or one of its broadband partners for the Term of this Agreement and (3) any amounts payable in advance in accordance with the applicable VSC. Customer agrees that its purchase of the Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any discussions, or oral, written or public comments made by Hover Networks with respect to future functionality or features. The provision of Services under this Agreement is subject to availability. Hover Networks or its affiliates or subcontractors may perform some or all of the Services provided hereunder.
1.2 Installation. Customer represents that it is either the owner of Customer’s premises (“Premises”) or, in the event that Customer is a tenant or other occupant of the Premises, the Customer represents that the Customer has secured the permission of Customer’s landlord or building owner (“Landlord”) for installation of all equipment to implement this Agreement, including, but not limited to, customer-premise equipment (“CPE”) connected to the Customer’s computers and telephone systems, LAN and telephone jacks installed in wall of Premises, power connections, and lines wired through interior and/or exterior walls of the Premises. Customer shall secure all licenses, permits, rights-of-way and other arrangements necessary to such installation. Customer shall furnish, without charge, space, electrical power and environmental conditions reasonably required by Hover Networks for provision of the Services. The Customer shall allow Hover Networks continuous access and right-of-way to the Premises for provision and maintenance of the Services and Equipment.
1.3 Service Fees. Customer agrees to pay all monthly service charges, installation charges, set-up charges, usage-based charges, rental fees and other charges and fees (collectively, “Service Fees”) agreed to in the VSC and each VSC in the manner indicated therein.
1.4 Invoicing. Hover Networks will invoice Customer the Service Fees following the Service Activation Date unless otherwise indicated in the VSC. The “Service Activation Date” means the date on which Hover Networks determines that Customer is able to originate and terminate communications services on the Hover Networks’ network. Services shall be deemed accepted by Customer on the Service Activation Date. Customer will be invoiced monthly in advance for non-usage-based charges and in arrears for all usage-based charges. Upon termination of services with Hover Networks, Customer shall continue to be invoiced at its monthly rate until all telephone numbers have been ported out, all call activity has ceased, and all rented equipment has been returned.
1.5 Payment. Unless otherwise stated in the VSC, Service Fees are due fifteen (15) days from the date of the invoice. All Service Fees are quoted in United States currency and are based on Services ordered. If payment has not been received by the date that is fifteen (15) days after the Payment Due Date, such payments will be subject to late fees at then current rates charged by Hover Networks.
1.6 Suspension of Service. If any Customer account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), Hover Networks reserves the right to suspend or disable the Services, without liability to Hover Networks, until such account is paid in full and Customer understands and agrees that it will be in violation of this Agreement and subject to any treatment and fees resulting from early termination as a result of its non-payment.
1.7 Taxes and Regulatory Fees. Unless otherwise stated in the VSC, Customer shall be responsible for all sales tax, Hover Networks reserves the right to pass on other authorized regulatory fees, including, without limitation, E911 service fees, universal service fees, and regulatory recovery fees (“Fees”). Any imposition, modification or increases in Fees by a government or regulatory agency or that are intended to recover costs associated with government or regulatory programs any such additional taxes/fees shall become effective upon prior notice to Customer.
1.8 Disputed Invoices. It is the Customer’s responsibility to review monthly invoices for accuracy. If Customer reasonably disputes any portion of a Hover Networks, Inc. invoice for Service, Customer must pay the undisputed portion of the invoice and submit written notice of the claim with sufficient detail of the nature of the claim, the amount and invoices in dispute and information necessary to identify the affected Service for the disputed amount. All invoice disputes will be submitted by Customer to the following Hover email address: email@example.com (“Dispute Resolution Address”). All billing disputes must be submitted to Hover Networks, Inc. via the Dispute Resolution Address within sixty (60) days from the date of the invoice for the Service in question. Customer waives the right to dispute any charges not disputed within such sixty
(60) day period. In the event the dispute is resolved against Customer, Customer shall pay such amounts plus a late fee at the rate referenced above. In the event the dispute is resolved against Hover Networks, Inc., Hover Networks will credit Customer and amounts not to exceed ninety (90) days of disputed amount.
3.1. Term of Services. The Service is offered for the initial term of service specified in the VSC (the “Initial Service Term”). The Initial Service Term shall begin on the Service Activation Date of the first location (the “First Location”). Following the Initial Service Term, Services shall automatically renew for additional terms equal to the Initial Service Term, or any other term mutually agreed by the parties in the VSC (each, a “Renewal Term”) unless and until either party notifies the other party in writing at least thirty (30) days prior to the expiration of the Term in effect at the time that it does not wish to renew the Services (the Initial Service Term and any Renewal Term collectively referred to as the “Term”). If at any time during the Term, Customer moves or orders Services for additional geographic locations (“Locations”), Customer shall promptly notify Hover Networks and Hover Networks will issue a new VSC detailing the Service Fees for such Locations. Additional installation and move fees may apply. Unless specifically agreed to in the VSC, Service Fees for new Locations shall be the Hover Networks prevailing rates at the time.
3.2. Upgrades/Downgrades in Service. If any service change requires a technician dispatch or new equipment installation, additional installation fees and equipment charges may apply. Any downgrades in service features and/or options, such as decreasing the number of phones (users), will be approved at the sole discretion of Hover Networks. Substantive changes may require a new contract and commence a new term with Hover Networks, Inc. at the discretion of Hover Networks, Inc..
3.3. Early Termination. If Customer elects to terminate any Services under this Agreement or Hover Networks elects to terminate this Agreement due to Customer violation of any provision of this Agreement, in each case, prior to the expiration or termination of the Term, Customer agrees to pay to Hover Networks the following within thirty (30) days of the effective date of termination: (i) All non-recurring and monthly recurring charges set forth in each VSC which would otherwise be due through the end of the Term in effect at the time, including all applicable taxes. The parties agree that this early termination charges are a reasonable estimate of anticipated actual damages and not a penalty.
3.4. Previous Contracts. Customer agrees that Hover Networks is in no way liable or responsible for the termination of any service contracts, equipment rental agreements or other agreements with other communications service providers or third parties, or any service or other termination charges that may result from cancellation of said agreements or services. Customer agrees to be either obtain a full release from such agreements and/or is fully aware of and willing to pay any termination charges imposed by and due to other third parties. In no event shall Hover Networks be liable for any penalties incurred or suffered by Customer from the contractual agreements Customer may have in place with any other communications service providers or third parties.
3.5. Definition of Hover Premium User. All Hover Networks Premium Users include up to 1500 minutes per user per month aggregated across the account to include local, long distance, Canada, and Mexico calling. All Excessive minute usage will be billed directly to the customer at .02 cents per minute.
Duration of Service / Outage Percentage Credit
Less than 15 minutes (99.99% availability) / No Credit
15 minutes up to 4 hours / 15% of the MRC
4 hours up to 8 hours / 20% of the MRC
8 hours up to 12 hours / 25% of the MRC
12 hours up to 16 hours / 30% of the MRC
16 hours up to 24 hours / 45% of the MRC
24 hours or greater / 60% of the MRC
Scheduled maintenance windows do not apply to service availability accounting.
7.1 Purchase of Equipment. The purchase price for any purchased Equipment shall be as provided for under the relevant VSC(s). Customer shall be solely responsible for the use, care and replacement of any purchased Equipment.
7.2 Rental of Equipment. The monthly rental charges for the rental of any Equipment (All Inclusive Offers) shall be as provided for under the relevant VSC(s). Customer acknowledges and agrees that all rented Equipment shall at all times be the sole property of Hover Networks. Customer agrees to use the rented Equipment solely in connection with the Service and otherwise solely in the manner for which the rented Equipment is intended to be used. Customer agrees to use the rented Equipment solely at the address of Customer set forth of the VSC(s) and not to remove any rented Equipment from such address. Upon any expiration or termination of the Agreement, (i) all rented Equipment shall be returned to Hover Networks in good working order (ordinary wear and tear excepted), and Customer shall permit Hover Networks to enter upon the premises of Customer to remove the rented Equipment. Customer shall be liable for damaged, destroyed or lost Equipment up to the full replacement cost for that Equipment plus any applicable taxes. Hover Networks may withhold from any Customer deposit an amount equal to the aggregate replacement cost of the Equipment. Nothing in the Agreement shall modify, amend or limit in any respect any of Hover Networks’ rights under any guaranty of any of Customer’s obligations under this Agreement.
7.3. Customer-Supplied Equipment. In cases where Hover Networks may approve the use of existing CPE (e.g., routers, switches, etc.) for use with the Services, Customer takes full responsibility for any service degradation, outages or loss of business caused by the installation, maintenance or operation of such equipment. Customer will provide Hover Networks full remote and administrative access to such equipment to allow Hover Networks to ensure service delivery and proper operation of its Services. If Hover Networks deems such equipment insufficient to support the Services at any time, Customer agrees to replace such equipment promptly upon request. If Customer refuses to replace such equipment upon Hover Networks’ request, Customer understands and agrees that it will be in violation of this Agreement and subject to any treatment and fees resulting from early termination.
Hover Networks reserves the right to use usage data and statistics, including calling patterns, directory assistance charges and any other optional services, to periodically send information or marketing materials for additional or new features and services specifically relevant to the services that are currently being provided to the customer by Hover Networks, Inc.. Hover Networks will never share such information with any third parties without customer consent. If you do not want to receive information regarding additional or new features and services you may opt out at any time by emailing firstname.lastname@example.org requesting removal from this list.
11.1 Disclaimer of Warranties. Except as expressly provided herein, Customer acknowledges and agrees that the Services and Equipment are provided on an “As Is”, as available basis. Other than as expressly provided herein, Hover Networks DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR, NON-INFRINGEMENT OR TITLE TO THE MAXIMUM EXTENT PERMITTED BY LAW. Hover Networks does not warrant that the Services or Equipment will meet the Customer’s requirements or that the operation of the Services will be uninterrupted or error-free. Further, Hover Networks does not warrant that all errors in the Services can be corrected.
11.2 Disclaimer of Third Party Actions and Control. Customer acknowledges and agrees that Hover Networks does not and cannot control the flow of data between the Hover Networks network and third party networks. Such flow depends on the performance of third party networks and the services provided or controlled by third parties. Action or inactions caused by these third party networks can produce situations in which Hover Networks customers’ connections may be impaired or disrupted. Although Hover Networks will use commercially reasonable efforts to remedy and avoid such events, Hover Networks cannot issue any warranties over these third party networks or any disruptions that may occur. THEREFORE, WITHOUT LIMITING THE GENERALITY OF SECTION 11.1 ABOVE, HOVER NETWORKS DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO THE PERFORMANCE, NONPERFORMANCE OR INCORRECT PERFORMANCE OF THIRD PARTY NETWORKS.
11.3 Limitation of Liability. IN NO EVENT SHALL HOVER NETWORKS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT HOVER NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS OR REVENUE. HOVER NETWORKS’ AGGREGATE LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAID AND/OR DUE BY THE CUSTOMER. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation set forth in this section may not apply to Customer. However and notwithstanding the provisions of this Section 11.3, the Customer agrees that Hover Networks will not be liable for breach-of-contract damages that Hover Networks could not reasonably have foreseen on entry into this Agreement. No action against Hover Networks arising out of this Agreement may be brought by the Customer more than one (1) year after the cause of action has arisen.
11.4 Indemnification. Customer agrees to indemnify and hold Hover Networks and its affiliates and their respective officers, directors, shareholders, employees, agents, representatives, successors and assigns harmless against any loss, damage or costs (including reasonable attorney’s fees) incurred in connection with claims, demands, suits or proceedings (“Claims”) made or brought against Hover Networks by a third party arising from or relating to: (i) any act, error, omission, fault, negligence, or misconduct of Customer or any user of the Service or Equipment; (ii) Customer’s material breach of the Hover Networks Acceptable Use Policy; (iii) any claim by any employee or invitee of Customer or user other than a claim based on the gross negligence or willful misconduct of Hover Networks; (iv) any claim by any customer of Customer, user, or any other third party relating to, or arising from, Customer’s use of the Services or Equipment; (v) violation of any law or regulation by Customer, any user, or any Customer employee, contractor, or agent; (vii) any violation by Customer of any third party’s intellectual property rights, (vii) the quality, performance and/or systems integrity of the installation or operation of the Services or Equipment, or (viii) any absence, failure, or outage of the Service, including, without limitation, emergency 911 calling and/or inability of Customer or any Customer employee, third person or party, or user of the Service to be able to call 911 or to access emergency service personnel.