Updated 5/14/2024
THIS SERVICE AGREEMENT (“Agreement”) is between you, the “Subscriber,” as fully identified in the Services Details below, and us, Netlive Networks LLC, a Colorado limited liability company (“Netlive Networks”).
Services. You are hiring Netlive Networks to provide the services indicated on the Services Details page of this Agreement (“Services”). If you use or otherwise indicate your acceptance of the Services, you have accepted this Agreement and agree to be bound by its terms.
Service Fees. You agree to pay all charges associated with the Service(s), including, but not limited to, charges for installation, service calls, monthly service, Netlive Networks (as defined below), purchases or rentals or other services, measured and per-call charges, applicable federal, state, and local taxes and fees (however designated), fees to recoup any municipal, state and federal government fees or assessments on us, permitted fees and cost recovery charges, or any programs in which we participate, including, but not limited to, public, educational, and governmental access, universal service, telecom relay services for the visually/hearing impaired, rights-of-way access, and programs supporting the 911/E911 system and any fees or payment obligations imposed by governmental or quasi-governmental bodies for the sale, installation, use, or provision of the Service(s) (“Service Fees”). We will endeavor to provide you with a 30-day notice of any change to this Agreement, Service Fees or your Services. If you continue to use the Services after we provide the notice of any such changes, you will be deemed to have accepted and agreed to the new Agreement terms, Service Fees and Services.
Payment. Any installation fees and your first month’s Service Fees are due at the time of installation. If your Service installation occurs after the first of the month, your initial Service Fees shall be prorated. Thereafter, all Service Fees are due in advance, on the first of the month. Your monthly statement will be emailed to you (no paper statements will be mailed).
AutoPay. We require AutoPay by debit card or credit card through our secure online payment system. Monthly payments are automatically processed monthly with the card provided. AutoPay must be configured prior to activation of service.
Late Payments. Although we do not anticipate that you will fail to pay us on time, if your Service Fees are not paid by the 5th day of the month, we may assess a late penalty of twenty-five dollars ($25.00) or up to twenty percent (20%) interest per month on any outstanding balance.
Collections. You understand that should you default under this Agreement’s terms, and if your account is sent to collections, then you will also be responsible for payment of any and all fees and costs associated with such collection, including legal fees and costs, including pre- and post-judgment expenses of collection, incurred by us.
Service Term and Termination.
Initial Term. You are agreeing to purchase our Services for the Service Term noted on the Services Details page (“Initial Term”). If you choose to cancel your Services prior to the expiration of the Initial Term, or any subsequent term, we, in our sole discretion, may assess an early termination fee up to the amount of Service Fees owed on the remaining Service Term. In order to cancel your Services after any term, you must email us at least 30 days in advance of the end of the current term. If we do not receive at least 30-days’ notice, then your Service Term shall renew monthly thereafter until the 30-days’ notice is received.
Your Obligations Upon Termination. Upon the termination of this Agreement, you are responsible to do the following. You will:
immediately cease all use of the Service(s) and all Netlive Networks Equipment;
pay in full for your use of the Service(s) up to the date that this Agreement has been terminated and the Service(s) are disconnected; and
return all Netlive Networks Equipment to us within 10-days of the date your Services are disconnected. You are responsible for loss, repair, replacement and other costs, damages, fees and charges if you do not return the Netlive Networks Equipment to us in an undamaged condition.
Unreturned Equipment Fee. We have the right to retrieve any Netlive Networks Equipment that is not returned. Upon our request during regular business hours at a time agreed upon by you and us, you will permit us and our agents to access the Service Location to remove all Netlive Networks Equipment. If we are forced to retrieve or you fail to return any Netlive Networks Equipment, regardless of reason, including causes beyond your control, or you return the equipment damaged, you will be assessed an “Unreturned Equipment Fee.” The Unreturned Equipment Fee shall include the replacement cost of any unreturned or damaged equipment, as well as all other costs and fees associated with replacing or retrieving the Netlive Networks Equipment.
The payment of an Unreturned Equipment Fee shall not result in a sale of, or the transfer of title of, any Netlive Networks Equipment, and such equipment shall remain the property of Netlive Networks and Netlive Networks retains title to Netlive Networks Equipment at all times. In addition, even if an Unreturned Equipment Fee has been paid, you may not sell, lease, abandon, or give away the Netlive Networks Equipment, or permit any other service provider to use the Netlive Networks Equipment. If you pay an Unreturned Equipment Fee and subsequently return the equipment prior to us replacing the equipment, you may be refunded a portion of Unreturned Equipment Fee.
Suspension or Disconnection. We, in our sole discretion, reserve the right to immediately suspend or terminate your Services without notice for any reason, including but not limited to the following.
Your account is past due. Our suspension of your Services for nonpayment does not release you of your payment obligations for the remainder of your Service Term. If you bring your account current, including the payment of any late fees, and resume Service(s) after any suspension, we may require you to pay additional installation or activation fees. These fees are in addition to all past due charges and other fees.
We reasonably believe or determine that your use of the Services: does not conform with the requirements set forth in this Agreement; interferes with our ability to provide the Service(s) to you or others; may violate any laws, regulations, or written and electronic instructions for use; or interferes with or endangers the health and/or safety of our personnel or third parties.
We reasonably believe or determine you have engaged in a Prohibited Use as defined in this document.
Our action or inaction under this Section shall not constitute review or approval of your or any other users’ use of the Service(s) or information transmitted by or to you or other users.
Access and Installation.
Access. You agree to allow us and our agents the right to enter your property at which the Service(s) and/or Netlive Networks Equipment will be provided (the “Service Location”) at reasonable times, for purposes of installing, configuring, maintaining, inspecting, upgrading, replacing and removing the Service(s) and/or Netlive Networks Equipment used to receive any of the Service(s). You warrant that you are either the owner of the Service Location or that you have the authority to give us access to the Service Location. If you are not the owner of the Service Location, you are responsible for obtaining any necessary approval from the owner to allow us and our agents in the Service Location to perform the activities specified above. In addition, you agree to supply us or our agent, if requested, the owner’s name, address, and phone number and/or evidence that the owner has provided such authorization.
Installation. We will provide and install the necessary Netlive Networks Equipment to receive the Services; you are responsible for ensuring that the Service Location has the necessary infrastructure to connect to our equipment. If the Service Location does not have the necessary infrastructure or you would like us to provide custom installation services, which may include, running wires in walls, floors, attics, through multiple rooms, or setting up and connecting to additional routers, switches, wireless access points, or computers, in addition to the standard installation fee, we may assess a custom installation fee.
Existing Wiring Disclaimer. We do not recommend or support use of existing wiring due to the number of unknowns involved (quality of wire, condition and interior wiring configuration). Our technicians are not equipped to test or trace existing wires. Using existing ethernet wires may incur additional installation costs and additional appointments.
Netlive Networks Equipment. “Netlive Networks Equipment” means all equipment that we, or our agent, provides or leases to you, including, but not limited to, cabling or wiring (except for wiring located in the Service Location), and related electronic devices, modems, routers, and any other hardware and includes all software and programs contained within Netlive Networks Equipment or downloaded to your equipment by us. You expressly agree that you will use the Netlive Networks Equipment exclusively in connection with the Service(s). You agree that all Netlive Networks Equipment belongs to us or other third parties and will not be deemed fixtures or in any way part of the Service Location. We may remove or change the Netlive Networks Equipment at our discretion at any time the Service(s) are active or following the termination of your Service(s). You acknowledge that any addition to, removal of or change to the Netlive Networks Equipment may interrupt your Service(s).
Netlive Networks Equipment may only be used in the Service Location unless we provide you with express prior written approval. At your request, we may relocate the Netlive Networks Equipment for an additional charge. You agree that you will not or allow anyone other than us or our agents to alter or repair the Netlive Networks Equipment.
Prohibited Uses. As the Subscriber, you are ultimately responsible for the use of the Services by anyone with access to your Services (such as employees, friends, family members or guests). Neither you nor any person to which you grant access may use the Services for activities that are illegal, infringe the rights of others, or interfere with or diminish the use and enjoyment of the Services by others. For example, these prohibited uses and activities include, but are not limited to, using the Services and Netlive Networks Equipment, either individually or in combination with one another, to:
undertake or accomplish any unlawful purpose. This includes, but is not limited to, posting, storing, transmitting or disseminating information, data or material which is libelous, obscene, unlawful, threatening or defamatory, or which infringes the intellectual property rights of any person or entity, or which in any way constitutes or encourages conduct that would constitute a criminal offense, or otherwise violate any local, state, federal, or non-U.S. law, order, or regulation;
post, store, send, transmit, or disseminate any information or material which a reasonable person could deem to be unlawful;
upload, post, publish, transmit, reproduce, create derivative works of, or distribute in any way information, software or other material obtained through the Services or otherwise that is protected by copyright or other proprietary right, without obtaining any required permission of the owner;
transmit unsolicited bulk or commercial messages commonly known as “spam;”
send very large numbers of copies of the same or substantially similar messages, empty messages, or messages which contain no substantive content, or send very large messages or files that disrupts a server, account, blog, newsgroup, chat, or similar service;
initiate, perpetuate, or in any way participate in any pyramid or other illegal scheme;
participate in the collection of very large numbers of email addresses, screen names, or other identifiers of others (without their prior consent), a practice sometimes known as spidering or harvesting, or participate in the use of software (including “spyware”) designed to facilitate this activity;
collect responses from unsolicited bulk messages;
falsify, alter, or remove message headers;
falsify references to Netlive Networks or its network, by name or other identifier, in messages;
impersonate any person or entity, engage in sender address falsification, forge anyone else’s digital or manual signature, or perform any other similar fraudulent activity (for example, “phishing”);
violate the rules, regulations, terms of service, or policies applicable to any network, server, computer database, service, application, system, or web site that you access or use;
access any other person’s computer or computer system, network, software, or data without his or her knowledge and consent; breach the security of another user or system; or attempt to circumvent the user authentication or security of any host, network, or account. This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other hosts, networks, or accounts without express permission to do so;
use or distribute tools or devices designed or used for compromising security or whose use is otherwise unauthorized, such as password guessing programs, decoders, password gatherers, keystroke loggers, analyzers, cracking tools, packet sniffers, encryption circumvention devices, or Trojan Horse programs. Unauthorized port scanning is strictly prohibited;
copy, distribute, or sublicense any proprietary software provided in connection with the Services by Netlive Networks or any third party, except that you may make one copy of each software program for back-up purposes only;
distribute programs that make unauthorized changes to software (cracks);
use or run dedicated, stand-alone equipment or servers from the Service Location that provide network content or any other services to anyone outside of the Service Location local area network (“Service Location LAN”), also commonly referred to as public services or servers. Examples of prohibited equipment and servers include, but are not limited to, email, web hosting, file sharing, and proxy services and servers;
use or run programs from the Service Location that provide network content or any other services to anyone outside of the Service Location LAN, except for personal and non-commercial residential use;
service, alter, modify, or tamper with the Netlive Networks Equipment or Services or permit any other person to do the same who is not authorized by Netlive Networks;
use the Services for any purpose other than personal and non-commercial residential use (except for your individual use for telecommuting);
use the Services for operation as an Internet service provider or for any business, other legal entity, or organization purpose (whether or not for profit);
restrict, inhibit, or otherwise interfere, regardless of intent, purpose or knowledge, with the ability of any other person to use or enjoy the Services (except for tools for safety and security functions such as parental controls, for example), including, without limitation, posting or transmitting any information or software which contains a worm, virus, or other harmful feature, or
impede others’ ability to use, send, or retrieve information;
restrict, inhibit, interfere with, or otherwise disrupt or cause a performance degradation, regardless of intent, purpose or knowledge, to the Services or any Netlive Networks (or Netlive Networks supplier) host, server, backbone network, node or service, or otherwise cause a performance degradation to any Netlive Networks (or Netlive Networks supplier) facilities used to deliver the Services;
resell the Services or otherwise make available to anyone outside the Service Location the ability to use the Services (for example, through WiFi or other methods of networking), in whole or in part, directly or indirectly, with the sole exception of your use of Netlive Networks-provided WiFi service in accordance with its then-current terms and policies;
connect the Netlive Networks Equipment to any computer outside of the Service Location;
interfere with computer networking or telecommunications service to any user, host or network, including, without limitation, denial of service attacks, flooding of a network, overloading a service, improper seizing and abusing operator privileges, and attempts to “crash” a host; or
access and use the Services with anything other than a dynamic Internet Protocol (“IP”) address that adheres to the dynamic host configuration protocol (“DHCP”). You may not configure the Services or any related equipment to access or use a static IP address or use any protocol other than DHCP unless you are subject to a Services plan that expressly permits you to do so.
Limited Warranty. THE NETLIVE NETWORKS EQUIPMENT AND THE SERVICE(S) ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR OUR AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS WARRANT THAT THE NETLIVE NETWORKS EQUIPMENT OR THE SERVICE(S) WILL MEET YOUR REQUIREMENTS, THAT ANY COMMUNICATIONS WILL BE TRANSMITTED IN UNCORRUPTED FORM, PROVIDE UNINTERRUPTED USE, OR OPERATE AS REQUIRED, WITHOUT DELAY, OR WITHOUT ERROR. ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, ARE HEREBY DISCLAIMED AND EXCLUDED UNLESS OTHERWISE PROHIBITED OR RESTRICTED BY APPLICABLE LAW.
Limitation of Liability.
Application. The limitations of liability set forth in this Section apply to any acts, omissions, and negligence of us and our underlying third-party service providers, agents, suppliers, distributors, licensors and business partners (and their respective officers, employees, agents, contractors or representatives) which, but for that provision, would give rise to a cause of action in contract, tort or under any other legal doctrine.
One Year Limitation Period. YOU MUST COMMENCE YOUR ACTION WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED ON SUCH EVENTS OR FACTS. AS PROVIDED IN SECTION 2(i), YOU MUST NOTIFY US OF ANY BILLING DISPUTE WITHIN 45 DAYS OF RECEIVING THE CHARGES YOU DISPUTE OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED ON SUCH EVENT OR FACTS. IF FOLLOWING SUCH NOTIFICATION, THE DISPUTE IS NOT RESOLVED TO YOUR SATISFACTION YOU MAY COMMENCE AN ACTION IN ACCORDANCE WITH THIS AGREEMENT FOR UP TO ONE (1) YEAR FROM RECEIPT OF THE DISPUTED CHARGES.
Customer Equipment. YOU UNDERSTAND THAT YOUR EQUIPMENT MAY NEED TO BE OPENED, UPDATED, ACCESSED OR USED EITHER BY YOU OR BY US OR OUR AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS, IN CONNECTION WITH THE INSTALLATION, UPDATING OR REPAIR OF THE SERVICE(S). THE OPENING, ACCESSING OR USE OF YOUR EQUIPMENT USED IN CONNECTION WITH THE SERVICE(S) MAY VOID WARRANTIES PROVIDED BY THE MANUFACTURER OR OTHER PARTIES RELATING TO YOUR EQUIPMENT HARDWARE OR SOFTWARE. NEITHER WE NOR ANY OF OUR AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS, SHALL HAVE ANY LIABILITY WHATSOEVER AS THE RESULT OF THE VOIDING OF ANY SUCH WARRANTIES. NEITHER WE NOR ANY OF OUR AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, OR DESTRUCTION TO YOUR EQUIPMENT EXCEPT AS MAY BE CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY US, OUR SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS WE SHALL PAY AT OUR SOLE DISCRETION FOR THE REPAIR OR REPLACEMENT OF THE DAMAGED EQUIPMENT UP TO A MAXIMUM OF $500. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH ACTIVITY.
Other Services or Equipment. BY ACCEPTING THIS AGREEMENT, YOU WAIVE ALL CLAIMS AGAINST US FOR INTERFERENCE, DISRUPTION, OR INCOMPATIBILITY BETWEEN THE NETLIVE NETWORKS EQUIPMENT OR THE SERVICE(S) AND ANY OTHER SERVICE, SYSTEMS, OR EQUIPMENT. IN THE EVENT OF SUCH INTERFERENCE, DISRUPTION, OR INCOMPATIBILITY, YOUR SOLE REMEDY SHALL BE TO TERMINATE THE SERVICE(S) IN ACCORDANCE WITH THIS AGREEMENT’S TERMS.
We do not represent, warrant, or covenant that use of the Services will not disrupt the normal operations of your equipment including the loss of files. FOR THESE AND OTHER REASONS, YOU ACKNOWLEDGE AND UNDERSTAND THE IMPORTANCE OF BACKING UP ALL FILES TO ANOTHER STORAGE MECHANISM AND YOU UNDERSTAND AND ACCEPT THE RISKS IF YOU DECIDE NOT TO BACK UP FILES. NEITHER WE NOR OUR AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY SOFTWARE, FILES, OR DATA.
Disruption of Service. The Service(s) are not fail-safe and are not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Service(s) could lead to severe injury to business, persons, property, or environment (“High Risk Activities”). These High-Risk Activities may include, without limitation, vital business, or personal communications, or activities where absolutely accurate data or information is required. You expressly assume the risks of any damages resulting from High Risk Activities. We shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Service(s), directly or indirectly caused by, or proximately resulting from, any circumstances beyond our immediate control, including, but not limited to, causes attributable to you or your property; inability to obtain access to the Service Location; failure of any signal at the transmitter; failure of a communications satellite; loss of use of poles, or other utility facilities; labor disputes; riot or insurrection; war; explosion; malicious mischief; fire, flood, lightning, earthquake, weather conditions, or other acts of God; failure or reduction of power; or any court order, law, act or order of government restricting or prohibiting the operation or delivery of the Service(s). In all other cases of an interruption of the Service(s), you shall be entitled upon a request made within 45 days of such interruption, to a pro rata credit for any Service(s) interruption exceeding twenty-four consecutive hours after such interruption is reported to us, or such other period of time as may be specifically provided by law. Unless specifically provided by law, such credit shall not exceed the fixed monthly charges for the month of such Service(s) and excludes all non recurring charges, one-time charges, per call or measured charges, regulatory fees and surcharges, taxes and other governmental and quasi-governmental fees. EXCEPT AND UNLESS SPECIFICALLY PROHIBITED BY LAW, SUCH CREDIT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR AN INTERRUPTION OF SERVICE(S). Any additional credits, if any, provided by us are at our sole discretion and in no event shall constitute or be construed as a course of conduct by us.
Third Parties. Notwithstanding anything to the contrary in this Agreement, you acknowledge and understand that we may use third parties to provide components of the Service(s), including without limitation, their services, equipment, infrastructure, or content. We shall not be bound by any undertaking, representation or warranty made by an agent, or employee of ours or of our underlying third-party providers and suppliers in connection with the installation, maintenance, or provision of the Service(s), if that undertaking, representation, or warranty is inconsistent with the terms of this Agreement. We are not responsible for any services, equipment, infrastructure, and content that are not provided by us, or the performance (or non-performance) of third-party services, equipment, infrastructure, or content, even if they are components of the Service(s), and we shall have no liability with respect to such services, equipment, infrastructure, and content. You should address questions or concerns relating to such services, equipment, infrastructure, and content to the providers of such services, equipment, infrastructure, and content. We do not endorse or warrant any third-party products, services, or content that are distributed or advertised over the Service(s).
Damages. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER WE NOR OUR AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS SHALL UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, TORT OR CONTRACT) HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR THE FOLLOWING LOSSES, DAMAGES, OR COSTS
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, TREBLE, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURIES, OR DEATH) THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH (a) YOUR RELIANCE ON OR USE OF THE Netlive Networks EQUIPMENT, THE CUSTOMER EQUIPMENT OR THE SERVICE(S) OR (b) THE INSTALLATION, SELF-INSTALLATION, MAINTENANCE, FAILURE, OR REMOVAL OF THE NETLIVE NETWORKS EQUIPMENT, THE CUSTOMER EQUIPMENT OR THE SERVICE(S) (INCLUDING, BUT NOT LIMITED TO, ANY MISTAKES, OMISSIONS, INTERRUPTIONS, HARDWARE OR SOFTWARE BREACH, FAILURES OR MALFUNCTIONS, DELETION OR CORRUPTION OF FILES, WORK STOPPAGE, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION, OR FAILURE OF PERFORMANCE OF THE SERVICE(S), THE NETLIVE NETWORKS EQUIPMENT, OR THE CUSTOMER EQUIPMENT, OR ANY OTHER MISTAKES, OMISSIONS, LOSS OF CALL DETAIL, E-MAIL, VOICEMAIL, OR OTHER INFORMATION OR DATA); OR
(2)ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, LEGAL FEES, OR OTHER COSTS THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE NETLIVE NETWORKS EQUIPMENT, THE CUSTOMER EQUIPMENT OR THE SERVICE(S) BY YOU OR ANY OTHER PERSON OR ENTITY INFRINGES UPON THE CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Customer’s Sole Remedies. Your sole and exclusive remedies under this Agreement are as expressly set forth in this Agreement. Certain of the above limitations may not apply if state law does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, our liability and of our employees, affiliates, suppliers, agents, contractors, distributors, licensors and business partners is limited to the maximum extent permitted by law.
Survival of Limitations. All representations, warranties, indemnifications, and limitations of liability contained in this Agreement shall survive the termination of this Agreement; any other obligations of the parties hereunder shall also survive, if they relate to the period before termination or if, by their terms, they would be expected to survive such termination.
Indemnification and Liability. YOU AGREE THAT YOU SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS US AND OUR EMPLOYEES, AFFILIATES, SUPPLIERS, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS AND BUSINESS PARTNERS AND SHALL REIMBURSE US FOR ANY DAMAGES, LOSSES OR EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS) INCURRED BY US IN CONNECTION WITH ANY CLAIMS, SUITS, JUDGMENTS, AND CAUSES OF ACTION ARISING OUT OF (a) YOUR USE OF THE SERVICE(S), THE NETLIVE NETWORKS EQUIPMENT OR YOUR EQUIPMENT; (b) VIOLATION OR INFRINGEMENT OF CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS ARISING FROM YOUR USE OF THE SERVICE(S) OR ANY UNAUTHORIZED APPARATUS OR SYSTEM; (c) ANY CLAIMS OR DAMAGES ARISING OUT OF THE LACK OF 911/E911 OR DIALING ASSOCIATED WITH A HOME SECURITY, HOME DETENTION, OR MEDICAL MONITORING SYSTEM; AND (d) YOUR BREACH OF ANY PROVISION OF THIS AGREEMENT.
Additional Representations and Warranties. In addition to representations and warranties you make elsewhere in this Agreement, you also represent and warrant that:
Customer Information: You represent and warrant that you have provided us with information that is accurate, complete and current, including without limitation your legal name, address, telephone number(s), the number of devices on which or through the Service(s) is being used, and payment data (including without limitation information provided when authorizing recurring payments). YOU AGREE TO NOTIFY US IMMEDIATELY IF THERE IS ANY CHANGE IN THE INFORMATION THAT YOU HAVE PROVIDED TO US, INCLUDING WITHOUT LIMITATION ANY CHANGE IN YOUR TELEPHONE NUMBER OR MOBILE TELEPHONE NUMBER. FAILURE TO DO SO IS A BREACH OF THIS AGREEMENT. IF YOU OWE ANY OUTSTANDING AMOUNTS FOR THE SERVICE(S) OR HAVE ANY UNRETURNED EQUIPMENT, THIS OBLIGATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL CONTINUE UNTIL YOU PAY ALL OUTSTANDING AMOUNTS IN FULL AND RETURN ALL EQUIPMENT. YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT (47 U.S.C. SEC. 227), AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.
Personal Guarantee. By using the Services, you, whether an individual or entity officer, director, shareholder, member, partner or owner, are personally guaranteeing the payment of Service Fees and costs incurred by you, or your entity, pursuant to this Agreement.
General.
Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all previous communications, proposals, representations and agreements, whether oral or written, relating to the subject matter hereof.
Protection of Our Information and Marks. All Service(s) information, documents, and materials on our websites are protected by trademark, copyright or other intellectual property laws, and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “marks”) of ours and our affiliates are and shall remain our exclusive property. Nothing in this Agreement shall grant you the right or license to use any of the marks.
Retention of Rights. Nothing contained in this Agreement shall be construed to limit our rights and remedies available at law or in equity. Upon termination of this Agreement for any reason, we and our agents reserve the right to delete all your data, files, electronic messages or other information that is stored on our or our suppliers’ servers or systems. In addition, you may forfeit your account username and all e-mail, IP and Web space addresses, and voicemail. In the event you cancel any voice service without porting your voice service and the telephone number to another service provider, you will forfeit the telephone number. We shall have no liability whatsoever as the result of the loss of any such data, names, addresses, or numbers.
Monitoring and Recording. You agree that Netlive Networks and its agents may monitor and record any telephone calls or other voice, data or image communications that are transmitted between: (1) Netlive Networks and its agents and (2) you, your agents, any user of your Service(s) or equipment, or any user of any phone numbers associated with your account.
Survivability. The parties expressly acknowledge that notwithstanding this Agreement’s termination, it is bound by all the terms of this Agreement that survive termination.
Binding Effect. The parties acknowledge and agree that this Agreement will be binding upon each party’s heirs, executors, administrators and other legal representatives.
Assignment. Neither this Agreement, nor any rights or duties arising under it, may be assigned, delegated or subcontracted by you without Netlive Networks’ express written consent. Netlive Networks may freely assign this Agreement.
Severability. The parties agree that, should any provisions of this Agreement be determined by a court of competent jurisdiction to violate or contravene any applicable law or policy, such provision will be severed and modified to the extent necessary to comply with the applicable law or policy, and such modified provision and the remainder of the provisions hereof will continue in full force and effect.
Waiver. Any delay or omission on the part of Netlive Networks to exercise any right under this Agreement will not operate as a waiver of such right or any other right; and that a waiver of any right hereunder on one occasion will not be construed as a bar to or waiver of any right on any future occasion.
Governing Law; Jurisdiction; Venue. The parties acknowledge and agree that this Agreement will be interpreted under and enforced in accordance with the laws of the State of Colorado without regard to its conflicts of laws rules. The Parties consent to the jurisdiction and venue of the state and federal courts for the State of Colorado.
Attorney’s Fees and Costs; Liability. If any act at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs.
Notice. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be considered properly given and effective upon receipt when: (a) deposited in the postal mail, certified, postage prepaid; (b) delivered in person; (c) sent by overnight delivery by a nationally recognized express transportation company; (d) sent by facsimile with a transmission confirmation; or (e) sent by electronic mail with a delivery confirmation; and addressed to the appropriate Party, unless by such notice different contact information shall have been designated.