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Home My WebLink About2000-003 ISP Agrmt - CyberNetASHLAND FIBER NETWORK Certified Internet Service Provider Cooperative Agreement CUSTOMER: CYBERNET, INC. Cooperative Agreement between the City of Ashland, by and through its Department of Electrfo Utilities, Ashland Fiber Network Division ("AFN"), and Interest Service Provider ("ISP")named below for the certification of ISP for ,~ f/'/~'#rz:a#£r services on AFN's telecommunications system through its fiber optic network (~the network"). I. CERTIFICATION PROGRAM. AFN will d~ignate JSP as a ce~fied in.met sewl~ provider on ~e ne~ork. A list of all ce~ifi~ interest se~ico pmvidem ~11 be maintained by AFN and provided te the public upon r~ues[ On~ ~Ai~ in.met ~wi~ pmvidem will ~ lis~. 2. COOPE~TIVE ~V~ING. AFN ~11 pay one-half of the ~st of all ~igible adve~sing of ISP, up ~ a ma~mum of $3,090 per ~ar. figured at the lowest net rates charged by the adve~r te ISP. Eligible adve~ising is edve~ing that is devo~ ~ promoting iSP's in.met se~i~, AFN and the ne~ork; ~at is dlr~d to Ashland msibents and busmesses and that m~ts AFN's adveAising and co~ branding guidelines. 3, AFN SERVICE ~v~. 3.1. ~AN~IDTH. AFN will strive to main~in a ne~ork availabili~ of 100% at a average bandw~ of 1Mbps upstream and 3 to 5 Mbps d~nstr~m. 3.2. INSTAL~T~N. AFN will instil coexist cable from the ne~rk ~ ~e residence or business of ISP's ~stomer and install ~e interior wiring wi~in the residence or busings ~ the location sp~ed by the cus~mer for the cable m~em conne~n. 4. CERTIFI~TION ~UIREM~ FOR IBP. ISP agrees to comply with the following ~uiremen~ an~ pm~dums in omar to utll~e the ne~ork as an cedified internet se~ice provider 4.1. REQU~ED MODEMS_ ISP shall use only those cable mo~s which meet AFN's cable m~em speciflcat~ns for use on the ne~rk. ISP shall ~ responsible for ~uppJying the ~ble modem ne~s~ to ~nnect im customer to ~e ne~ork, tSP m~ supply ~e devi~ through leasing, direct ~le, lea~p~rchase, or ·rough ~i~-pa~ random or ~ntractom, at ISP's di~mtion. 4.2. ISP SERVICE L~EL. ISP shall provide in.met ~ices to all ~hland msMen~ or busines~s who request se~i~ and who othe~ise meet the ha~re and cr~it or payment requJremen~ of ISP. ISP will connect cus~mem within ~n busings days from the date the customer mques~ s~ and o~e~l~ mee~ ~e requJmmen~ of ISP for ~ice, or when the neces~ wiring of the custom~s res~en~ or business for connection to the network is installed, whichever date is later. 4.3. RATE PUBLICATION. ISP shall publish its rates for internel connection in a manner that allows accurate comparisons for like services from different interest service providers. ISP shall notify AFN of its rates and provide 30- day pdor notice of any change in such rates. 4.4. CO-BRANDiNG. All publicity and advertising by ISP for internet access utilizing the network shall indicate the integral relationship between ISP and AFN and comply with the requirements of AFN's co-branding guidelines. 4.5 ACCEPTABLE USE POLICY. JSP shall comply with AFN's acceptable use policies. These policies apply to ISP and to any other person, organization or entity using ISP's services. The acceptable use policies are subject ~o change at any time by AFN acting in Its sole discre?.Jen, and all such changes shell be binding upon JSP upon written notice to ISP by AFN, Copies of such policies wJJl be 'furnished by AFN upon request. 5. Term This agreement will be effective upon the date e~acuted by AFN and shall continue until July I, 2000, unless sooner terminated as provided In this agreement. In the event written notice is not given by either party to terminate this agreement, at least 30 days prior to the termination date, this agreement shall be extended for successive one year pedods on the same terms and conditions except for the connection rates specified in paragraph 6. These rates may be changed by AFN, on or after July 1 of each year, upon 45 days prior notice to ISP. 6, PAYMENT, 6.1. RESIDENTIAL. ISP shall pay AFN $1S per month for each residential interest account of ISP connectecl to the network, A residential intern,at account is an account limited to one dynamic IP address. 6.2. CO~aMERClAL. ISP shall pay AFN $65 per month for each commerCial internet account of ISP connected to the network. A commerc~l interest account is an account with a maximum of eight fixed IP addresses. I - ISP Cooperative Agreement (p:telec~mm',forma~AFN lap K,WPDX.~/~9) d±, ; _d88 18:23 762559~J PaGE 03 6.3. PA~q~IENT REPORT, DEPOSrr. All sums shall be paid monthly by the 10'h of the month for ell accounts connected to the net~)rk on the 20m da~' of the previous month. Payments received after the 10~" of each month may be subject to a charge of 1%% per month on the unpaid balance at the discretion ofAFN. AFN may require ISP to pay a deposit in advance of the provision of any access. Any such deposit shall be held by AFN in a non-interest bearing account and used to satisfy (in whole or in part) any obligation of ISP under this agreement. ?. RECOEO~ AND AUDIT REQUIREMENTS. ISP shall mainfain fiscal records on a current, monthly basis to support its reports to City as to the number and types of customers. AFN er its authorized representative shall have the authori[7 to inspect, audit, and copy on reasonable notice end from time t~ time any records of ISP regarding its repor~ or servm----~s directly pertinent to this agreement. All required records must be maintained by ISP for three years 8. TEm4~NATION. Either par~ may terminate this agreement for cause, provided ',~itfan notice is given the other party specifying the cause for termination and requesting correction within 10 days for failure to pay a sum due, or within 30 days for any other cause, and such cause is not corrected within the applicable period. Cause is any matedal breach of the terms of this agreement, including the failure to pay any amount when due, the filing of a petition in bankruptcy by or against ISP or ISP's inability to meet obligations when due; or failure of ISP to cure any violation (other than failure to pay) of the provisions of this agreement within 30 days notice by AFN. 8.1. AFN may deny ISP access to fits network and cease to provide all or part of any services described in this agreement without notice if ISP (a) violates any provision of applicable acceptable use policies; (b) engages in any conduct or activity that AFN, in its 5Die discretion, reasonably believes causes a risk that AFN may be subjected to civil or criminal litigation, charges, or damages; or (c) would cause AFN to be denied access cr to lose services by AFN's interest provider. 8.2. IfAFN ceases to provide or denies ISP access to the network pursuant to this paragraph, neither ISP nor any of i~ customers shall have any dght (a) to access through AFN any materials stored on the interest, (b) to obtain any credits otherwise due to ISP, and such credits shall be forfeited, er (c) to access third party services, merchandise or information on the interest through AFN AFN shall have no responsibility to notify any third-party provide[s of services, merchandise or information of any discontinuance of any services pursuant to this paragraph, nor any responsibility for any consequences resulting from lac~( of such notification 8.3. IfAFN terminates thJe agreernent for cause, or if ISP terminates this agreement without cause, ISP shall pay AFN a termination fee equal t~ the lesser of (a) the remaining charges applicable through ~e end of the ~--hedu~ed term, or (b) six months of cha~ge~. g. LIMITATION OF LIABILITY. AFN SHALL NOT BE LIABLE TO ISP FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DANIAGES 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. 'lO, NO WARRANTIES. THERE ARE NO WARRANTIES, E. XPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR FOR ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE INTERNET, OR ANY TRANSACTIONS CONDUCTED ON THE JNTERNET. ISP UNDERSTANDS AND AGREES FURTHER THAT THE INTERNET CONTAINS VIRUSES, WORMS, TROJAN HORSES AND OTHER HARMFUL COMPONENTS, UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO SOME PEOPLE, ISP AND ISP'S CUSTOMERS ACCESS SUCH COMPONENTS AND MATERIALS AT ISP'S OWN RISK. AFN HAS NO CONTROL OVER AND ACCEPTS NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR SUCH COMPONENTS OR MATERIALS 11. UNCONTEQLLABLE CoNDmoNs, Neither party shall be deemed in violation of this agreement if it is prevented from perfarming any of the obligations under this agreement by reason of severe weather and storms; earthquakes ~r other natural occurrences; stdkes or other labor unrest; power failures; nuclear er other =ivil or military emergencies; acts of legislative, judicial, executive or administrative authorities; or any other circumstances which are not within l~s reasonable control. 12. INDEMNIFICATION. ISP shall hold harmiess~ defend and indemnify AFN, its elected or appointed officials, officers, employees and agents, from all claims, damages, losses, liability and expenses arising from the negligent or other tortious acts or omissions of ISP and its officers, agents, employees and independent contractors. 13. SPECIAL PROVISIONS. ISP: CyberNet, Inc. AFN: Date: By: ~ ~/ ~ Tltle~..~ u~--~ ~ Legal Review: ~ _.--- . 2 - ISP Cooperative Agreement (C:~WINDOWS~3ESKTOP~FN lap K.WPD}(5~Jg)