HomeMy WebLinkAbout2000-047 ISP Agmt - InfoStructureAshland Fiber Network
Certified Internet Service Prorider
Cooperative Agreement
CUSTOMER: INTERNET VENTURES OREGON, INC. JOB INFOSTRUCTURE
ADDRESS:
Cooperative Agreement between the City of Ashland, by and through its Department of Electric Utilities, Ashland Fiber
Network Division ("AFN"), and Internet Service Provider ("ISP") named below for the certification of ISP for OfnlNTEI~NET
services on AFN's telecommunications system through its fiber optic network ("the network").
1. CERTIFICATION PROGRAM. AFN will designate ISP as a
cedified internet service provider on the network. A list of
all certified internet service providers will be maintained by
AFN and provided to the public upon request. Only
certified internet service providers will be listed.
2. COOPERATIVE ADVERTISING. AFN will pay one-half of the
cost of all eligible advertising of ISP, up to a maximum of
$3,000 per year, figured at the lowest net rates charged by
the advertiser to ISP. Eligible advertising is advertising
that is devoted to promoting ISP's internet service, AFN
and the network; that is directed to Ashland residents and
businesses and that meets AFN's advertising and co-
branding guidelines.
3. AFN SERVICE LEVELS.
3.1. BANDWIDTH. AFN will strive to maintain a
network availability of 100% at a average bandwidth of
1Mbps upstream and 3 to 5 Mbps downstream.
3.2. INSTALLATION. AFN will install coaxial cable
from the network to the residence or business of ISP's
customer and install the interior wiring within the
residence or business to the location specified by the
customer for the cable modem connection.
4. CERTIFICATION REQUIREMENTS FOR ISP. ISP agrees to
comply with the following requirements and procedures in
order to utilize the network as an certified internet service
provider.
4.1. REQUIRED MODEMS. ISP shall use only those
cable modems which meet AFN's cable modem
specifications for use on the network. ISP shall be
responsible for supplying the cable modem necessary to
connect its customer to the network. ISP may supply the
device through leasing, direct sale, lease/purchase, or
through third-party vendors or contractors, at ISP's
discretion.
4.2. ISP SERVICE LEVEL. ISP shall provide internet
services to all Ashland residents or businesses who
request service and who otherwise meet the hardware
and credit or payment requirements of ISP. ISP will
connect customers within ten business days from the date
the customer requests service and otherwise meets the
requirements of ISP for service, or when the necessary
wiring of the customer's residence or business for
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connection to the network is installed, whichever date is
later.
4.3. I~TE PUBLICATION. ISP shall publish its rates
for internet connection in a manner that allows accurate
comparisons for like services from different internet
service providers. ISP shall notify AFN of its rates and
provide 30-day prior 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. ISP 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 to change at any time by AFN acting in its sole
discretion, and all such changes shall be binding upon ISP
upon written notice to ISP by AFN. Copies of such policies
will be furnished by AFN upon request.
5. Term. This agreement will be effective upon the date
executed by AFN and shall continue until July 1, 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 periods 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 $15 per
month for each residential internet account of ISP
connected to the network. A residential internet account is
an account limited to one dynamic IP address.
6.2. COMMERCIAL. ISP shall pay AFN $65 per
month for each commercial internet account of ISP
connected to the network. A commercial internet account
is an account with a maximum of eight fixed IP addresses.
6.3. PAYMENT REPORT, DEPOSIT. All sums shall be
paid monthly by the 10th of the month for all accounts
connected to the network on the 20th day of the previous
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month. Payments received after the 10th of each month
may be subject to a charge of 1¼% per month on the
unpaid balance at the discretion of AFN. 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.
7. RECORDS AND AUDIT REQUIREMENTS, ISP shall maintain
fiscal records on a current, monthly basis to support its
reports to City as to the number and types of customers.
AFN or its authorized representative shall have the
authority to inspect, audit, and copy on reasonable notice
and from time to time any records of ISP regarding its
reports or services directly pertinent to this agreement. All
required records must be maintained by ISP for three
years.
8. TERMINATION. Either party may fermi hate this agree ment
for cause, provided written 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
material 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 the 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 sole
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 or
to lose services by AFN's internet provider.
8.2. If AFN ceases to provide or denies ISP
access to the network pursuant to this paragraph, neither
ISP nor any of its customers shall have any right (a) to
access through AFN any materials stored on the internet,
(b) to obtain any credits otherwise due to ISP, and such
credits shall be forfeited, or (c) to access third party
services, merchandise or information on the internet
through AFN. AFN shall have no responsibility to notify
any third-party providers of services, merchandise or
information of any discontinuance of any services
pursuant to this paragraph, nor any responsibility for any
consequences resulting from lack of such notification
8.3. If AFN terminates this agreement for cause,
or if ISP terminates this agreement without cause, ISP
shall pay AFN a termination fee equal to the lesser of (a)
the remaining charges applicable through the end of the
scheduled term, or (b) six months of charges.
9. LIMITATION OF LIABILITY, AFN SHALL NOT BE
LIABLE TO ISP FOR ANY INCIDENTAL, INDIRECT,
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.
10. 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, SERVICE OR MERCHANDISE
PROVIDED THROUGH THE INTERNET, OR ANY
TRANSACTIONS CONDUCTED ON THE INTERNET.
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. UNCONTROLLABLE CONDITIONS. Neither party shall be
deemed in violation of this agreement if it is prevented
from performing any of the obligations under this
agreement by reason of severe weather and storms;
earthquakes or other natural occurrences; strikes or other
labor unrest; power failures; nuclear or other civil or
militaryemergencies; acts of legislative,judicial, executive
or administrative authorities; or any other circumstances
which are not within its reasonable control.
12. INDEMNIFICATION. ISP shall hold harmless, 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. 13.1. AFN'S acceptable use
policy described in ¶ 4.5 is attached as Exhibit 1.
13.2. ¶ 6.3 is changed to reflect that all sums are to be
paid by the 20th of the month instead of the 10th Of the
month.
13.3. Paragraph 8.3 is changed to read after the second
comma: "ISP shall pay AFN a termination fee equal to the
previous month's charge."
13.3. AFN shall hold harmless, defend and indemnify ISP,
its officers, employees and agents, from all claims,
damages, losses, liability and expenses arising from the
negligent or other todious acts or omissions of AFN and
its officers, agents, employees and independent
contractors.
Title: ~'/-,e,~, tuO) ~,,~._. Date:"7//,;~f?c/
Legal Review: Z,,-x. Date: 7
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iMil<e~reeman -AFN ALJP.doc Page 1 ]
AFN's Acceptable Use Policy
for AFN IP Products and Services
AFN's Acceptable Conduct Policy (the "Policy") for AFN's IP Products and Services is
designed to help protect AFN, AFN's customers and the Internet community in general from
irresponsible or, in some cases, illegal activities. The Policy is a non-exclusive list of the
actions prohibited by AFN. AFN reserves the right to modify the Policy at any time.
PROHIBITED USES OF AFN'S
SYSTEMS, PRODUCTS AND SERVICES
Transmission, distribution or storage of any material in violation of any applicable
law or regulation is prohibited. This includes, without limitation, material protected
by copyright, trademark, trade secret or other intellectual property right used without
proper authorization, and material that is obscene, defamatory, constitutes an illegal
threat, or violates export control laws.
Sending unsolicited mail messages, including the sending of "junk mail" or other
advertising material to individuals who did not specifically request such material (e.g.,
"e-mail spam"). This includes, but is not limited to, bulk-mailing of commercial
advertising, informational announcements, and political tracts. It also includes posting
the same or similar message to one or more newsgroups (excessive cross-posting or
multiple-posting). AFN accounts or services may not be used to collect replies to
messages sent from another Internet Service Provider where those messages violate this
Policy or that of the other provider.
Unauthorized use, or forging, of mail header information (e.g., "spoofing").
Unauthorized attempts by a user to gain access to any account or computer resource not
belonging to that user (e.g., "cracking").
Obtaining or attempting to obtain service by any means or device with intent to avoid
payment.
Unauthorized access, alteration, destruction, or any attempt thereof, of any information of
any AFN customers or end-users by any means or device.
Knowingly engage in any activities that will cause a denial-of-service (e.g., synchronized
number sequence attacks) to any AFN customers or end-users whether on the AFN
network or on another provider's network.
Using AFN's Products and Services to interfere with the use of the AFN network by
other customers or authorized users.
Each AFN LP customer is responsible for the activities of its customer base/representatives or
end-users and, by accepting service from AFN, is agreeing to ensure that its