HomeMy WebLinkAbout2012-312 ISP Agrmt - Computer Country Internet Services
Jul 02 12 02:54p M Hamilton 541-772-5926 p.2
Now
Ashland
Internet Service Provider Annual Cooperative Agreement Connects
Cooperative Agreement between the City of Ashland, by and through Ifs, Ashland Fiber
Network Department ("AFN°), and Internet Service Provider (°ISP') named below for the
certification of ISP for AFN Internet services on APN's telecommunications system through Its fiber optic network ("the
network").
lSP Name: G~.N ..,qtr CO.i~IC/ ~h+trnt ervrCes ~n Telephone:
Billing Address: Email: 1
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ISP's Business Relationship with AFN Partner Reseller ISP Office Contact name:
Effective Date (,•-.ZZ _ tZ Mark
and/or on AFN's website. Reseller may purchase a
1. PARTNER / RESELLER PROGRAM. AFN will designate presence on AFN's website, oo-branded advertising, or
ISP as a certifted Internet service provider on the network other marketing efforts undertaken and underwritten by
and the ISP's business relationship with AFN in one of the AFN at a negotiated cost. AFN will maintain a list of its
following categories: 1) Partner or 2) Reseller. ISP's and will provide this to the public upon request. Only
1A, To qualify as a Partner, the certified ISP must certified ISPs In good financial status will be listed.
meet minimum criteria as defined by AFN; a) Promote, sell 1C. Nothing In this agreement prohibits AFN from
and service AFN Internet products as their primary having a business relationship with other vendors through
business activity within the confines of the urban growth the AFN system.
boundary and the Immediate area outside of the UGB 2. AFN SERVICE LEVELS.
where AFN presently provides wireless services. Primary 2.1. INSTALLATION. AFN will Install coaxlel cable
is defined as representing 95% of their gross business from the network to the residence or business of ISP's
Income from the geographical area. b) Does not offer customerand Install the interior wiring within the residence
competitive Internet services provided by another wired or or business to the location specified by the customer for
wireless system or network. c) Shares customer database the cable modem connection. Installation services which
information on a confidential basis including, but not may or may not include a 'truck roil' will be billed to the
limited to, customer name, address, level of service and ISP following the rate schedules of the published rates
MAC address. d) Provides a minimum advertising attached as Exhibit B.
expenditure of $1000 per calendar year identifying the 12. SERVICE CHARGES, Service calls by AFN
partnership with AFN and exclusively promoting AFN- requested by ISP shall be billed to iSP at AFN's published
based products. e) Provides minimum customer service service rates, attached as Exhibit B if it Is determined
standards as defined in attached Exhibit A. and f) solely by AFN that the customer's problem was not the
Maintains a zero balance due to AFN and City of Ashland primary fault or responsibility of AFN. I,e. Non AFN
as reconciled on the 20th of each month, network related issue.
At AFN's sole discretion, AFN Partners will 2.3 RIGHT To PERFORM. If ISP fails to provide
receive presence on AFN's website, cc-branded responsive customer servide within the time frames set
advertising placed by AFN, opportunities for collateral forth in Exhibit A of this agreement, AFN shall have the
marketing material prominently displayed in the point of right, but shall not be required to, step in and perform
purchase Utility Billing Counter, and up to one bill stuffier necessary service to meet the customer needs. 1n the
inserted into utility bills envelopes (non-sorted) per event AFN provides such service in response to ISP
calendar quarter. (Partner is responsible for the cost of default, AFN will bill ISP for the technical support at the
creation, printing, and folding of bill stuffers-)- published rates as described on Exhibit B. ISP shall pay
1B. A certified ISP that does not meet the such bill no later than 10 days from the date of such Bill.
requirements in 1A is considered a Reseller. The Reseller
ISP may also sell other product lines and services In 1he 3 CERTIFICATION REQUIREMENTS FOR ISP. ISP agrees
AFN service area that could represent competitive to comply with the following requirements and procedures
services to AFN's offerings- In order to utilize the network as a certified internet service
Reseller Is completely responsible for growing and provider,
maintaining - its AFN customer base and providing 3.1. ISP SERviCE LEvEL. ISP shalt provide Internet
minimum customer service standards as defined on services to all Ashland residents or businesses who
attached Exhibit A. Reseller malntalns good financial request service and who otherwise meet the hardware
status with AFN and the City of Ashland as reconciled on and gedit or payment requirements of ISP. ISP will
the 20 of each month as represented by zero balance conenect customers within ten business days from the date
due. the customer requests service and otherwise meets the
At AFN's sole discretion, Reseller may be requirements of iSP for service, or when the necessary
included on AFN's POP (Point of Purchase) material
Jul 02 12 02:64p M Hamilton 541-772-5926 p.4
provisions of this agreement within 30 days notice by SERVICE OR MERCHANDISE PROVIDED THROUGH
AFN. THE NETWORK, OR ANY TRANSACTIONS
7.1. AFN may deny ISP access to the network CONDUCTED ON THE NETWORK. ISP UNDERSTANDS
and cease to provide all or part of any services described AND AGREES FURTHER THAT THE INTERNET
in this agreement without notice if ISP (a) violates any CONTAINS VIRUSES, WORMS, TROJAN HORSES AND
provision -of - applicable acceptable use policies; (b) OTHER HARMFUL COMPONENTS. ISP AND ISP'S
engages in any conduct or activity that AFN, in Its sole CUSTOMERS ACCESS SUCH COMPONENTS AND
discretion, reasonably believes causes a risk that AFN MATERIALS AT ISP'S OWN RISK. AFN HAS NO
may be-subjected to civil or criminal litigation, charges, or CONTROL OVER AND ACCEPTS NO LIABILITY OR
damages; or (c) would cause AFN to be denied access or RESPONSIBILITY WHATSOEVER FOR SUCH
to lose services by AFN's bandwidth provider. COMPONENTS OR MATERIALS.
7.2. If AFN ceases to provide or denies ISP 11. UNCONTROLLABLE CONDITIONS. Neither party shall
access to the network pursuant to this paragraph` neither be deemed in violation of this agreement It It is prevented
ISP nor any of its customers shall have any right (a) to from performing any of the - obligations -under this
access the network through AFN (b) to access any agreement by reason of severe weather and storms;
materials, Including voice or data massages, stored-an the earthquakes or other natural occurrences; strikes or other
network, (c) to obtain any credits otherwise due to ISP, labor unrest; power failures; nuclear or other civil or
and such credits shall be forfeited, or (d) to access third military emergencies; acts of legislative, judicial, executive
party services, including but not limited to, security or administrative authorities; or any other circumstances
services, emergency services or any other service utilizing which are not within its reasonable control.
an automatic dialer. AFN shall have no responsibility to 12, INDEMNIFICATION. ISP shall hold harmless, defend
notify any third-party providers of services, merchandise and Indemnify AFN, Its elected or appointed officials,
or information of any discontinuance of any services officers, employees and agents, from all claims, damages,
pursuant to this paragraph, nor any responsibility for any tosses, liability and expenses arising from the negligent or
consequences resulting from lack of such notification other tortious acts or omissions of ISP and its officers,
7.3. If AFN terminates this agreement for cause, agents, employees and independent contractors. AFN, to
or if ISP terminates this agreement -without cause, ISP the extent of the Oregon Tort Claims limitations set forth In
shall pay AFN a termination fee equal to the lesser of (a) ORS 30.265, et seq. shall hold harmless, defend and
the remaining charges applicable through the end of the Indemnify iSP, Its officials, officers, employees and
scheduled term, or (b) six months of charges. agents, from all claims, damages, tosses, liability and
7.4. If AFN terminates this agreement for cause, expenses arising from the negligent or other tortious acts
or if ISP terminates this agreement without cause in such or omissions of AFN and its officers, agents, employees
a manner that its customers will be left without service, and Independent contractors.
without further notice to ISP, AFN may, in its sole 13, ATTORNEY FEES. If this agreement is placed in the
discretion, absorb iSP's customers into AFN's system or hands of an attorney due to a default in the payment or
may sell ISP's customer list to another ISP. Any proceeds performance of any of its terms, the defaulting party shall
received by AFN for the sale of the customer list, shall be pay, Immediately upon demand, the other party's actual
considered liquidated damages for the costs AFN incurs in fees and expenses together with reasonable attorney
promoting and consummating the sale and transfer of the fees, evert though no suit or action is filed.
customers to another provider.
8. ASSIGNMENT OR TRANSFER. This agreement ism
unassignable and not transferable. ISP shall not sell, ISP: Sy: '-"e f
assign, or In any other manner transfer its rights under this
agreement or any Interest of ISP in this agreement unless Title: V- P. Date: G"Z7 "2
or until the reclplent of the transfer has qualified and
entered Into an equivalent agreement vrith the City of
Ashland. AFN: By,
9. Limitation of Liability. AFN SHALL NOT BE
LIABLE TO ISP FOR ANY INCIDENTAL, INDIRECT, Title: Date:
SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND INCLUDING BUT NOT LIMITED TO ANY LOSS OF
USE, LOSS OF BUSINESS, OR LOSS OF PROFIT.
REMEDIES UNDER THIS AGREEMENT ARE
EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY
DESCRIBED IN THIS AGREEMENT.
% NO WARRANTIES. THERE ARE NO
WARRANTIES, EXPRESS OR- IMPLIED, INCLUDING
BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR FOR ANY INFORMATION,
Jul 02 12 02:54p M Hamilton 541-772-5926 p.1
Attention:
mike Ainsworth
From:)
Computer Country
support@ccountry.net
541-772-2170
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