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Home My WebLink About2000-048 ISP Agrmt - Open DoorAshland Fiber Network Certified Internet Service Prorider Cooperative Agreement CUSTOMER: OPEN DOOR NETWORK, INC. Cooperative Agreement between the City of Ashland, by and through its Department of Electric Utilities, Ashland Fiber Network Division ('AFN'), and Intemet Service Provider ("ISP") named below forthe certification of ISP for dlIINTERNET services on AFN's telecommunications system ~rough its fiber optic network ("the network"). 1. CERTIFICATION PROGRAM. AFN will designate ISP as a certified intemet service previder on the network. A list of all certified intemet service previderswill be maintained by AFN and provided to the public upon request. Only cedified intemet service proriders will be listed. 2. COGPERATNEADVERTISlNG. 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; fiat is directed to Ashland residents and businesses and that meets AFN'S advertising and co- branding guidelines. 3. AFN SERVICE LEVELS. 3.1. BANDWlOTH. AFN will stdve 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 widng within the residence or business to the location specified by the customer for the cable modern cannedion. 4. CERTIFICATION REQUIREMENTS FOR ISP. ISP agrees to comply with the following requirements and procedures in order to utilize the network as an certified intemet service prorider. 4.1. REQUIRED MODEMa. (SP shall use only those cable moderns which meet AFN's cable reedera specifications for use on the network. ISP shall be responsible for supplying the cable modern 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 meetthe hardware and credit or payment requirements of ISP. ISP will connect customers within ten business days from the date the customer requests service and otheRvise meets the requirements of ISP for service, or when the necessary widng of the customers residence or business for Telephone: ~({I Fax: ~'~(' Eraall address: .%~l/gSd2 ~nnedion to the ne~ is invalid, whi~ever date is later. 4.3. ~TE PUB~A~N. ISP shall publish its rates for intemet ~nne~ion in a manner that alias a~umte ~mpa~ns for like sewi~s from different intemet ~wice providere. ISP shall notify AFN of its rates and provide 3~day pdor noti~ of any ~ange in such r~es. 4.4. CO~NDING. All pubfichy and adveffising by ISP for intemet acce~ utilizi~ the ne~ shall indi~te the integral relationship ~een ISP and AFN and ~mply w~h the requirements of AFN's ~nding guidelines. 4,5 ~CE~ABLE USE PO~Y, ISP shall ~mply with AFN'S a~ptable use policies. TheB policies apply to ISP and to any other person, o~ablzet{on or entity using ISP"s se~i~s. The a~able subjed to change at any time by AFN a~ing in its sole dis~tion, and all such changes shall be binding u~n ISP upon wdffen notice to Cu~omer by AFN. Copies of su~ policies will ~ furnished by AFN upon ~uest. S, Te~. ~ agreeme~ will ~ effe~ive upon the date exe~t~ by AFN a~ shall ~ntinue until Ju~ 1, 2000, uble~ sooner te~inat~ as pmvid~ in this agreement. In the event wd~en noti~ is not given by eHher pady to te~inete this agreement at lea~ 30 days ~or to the te~ination date, this agreement shall ~ e~end~ for survive one year ped~s on the same te~s and ~nditions ex~ for the ~nnedion rates specified in paragraph 6. The~ rates may be chang~ by AFN, on or after July 1 of each year, upon 45 days pdor noti~ to ISP. 6, PAYMENT. 6.1. RESIDENTS. ISP shall ~y AFN $15 per month for each residential intemet account of ISP ~nne~ to the ne~o~. A residential intemet a~unt is an a~unt limited to one dynamic IP adding. 6.2, C~ME~L, ISP shall pay AFN ~5 per momh br ea~ comme~al intemet ac~unt of ~nne~ed to the ne~o~. A ~mme~al intem~ a~unt is an a~unt~th a maximum of eight fixed IP addm~es. 6.3, PAYMENT RE~T, DE~. All sums shall paid monthly ~ the 10~ of the month br all a~u~s ~nne~ed to the ne~o~ on the 20" day of the previous '~.ooperative Agreement (F:%USER'Y, ATHY~WPDOCS~AFN ISP Contr.wpd)(5/99) 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 beadrig account and used to satisfy (in whole or in pad) any obligation of ISP under this agreement. 7. RECORDS ANDAUDIT 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 terminate this agreement for cause, provided wdtten notice is given the other party specifying the cause for termination and requesting cerrestion 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 peded. 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 agreementwithin 30 days notice by AFN. 6.1. 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 previder. 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 intemet, (b) to obtain any credits othenNise due to ISP, and such credits shall be forfeited, or (c) to access third party services, merchandise or information on the intemet 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 threugh the end of the scheduled term, or (b) six months of charges. 9. LIMITATION OF LIABILI'P(. 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; stdkes or other labor unrest; power failures; nuclear or other civil or military emergencies; acts of legislative, judicial, executive or administrative authorities; or any other cireumstances which are not within its reasonable centrel. '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 adsing frore the negligent or other tortious acts or omissions of ISP and its offcore, agents, employees and independent contrectors. 13. SPECIAL PROVISIONS. Date: Date: Date: 2 - ISP Cooperative Agreement (F:\USER~KATHY~WPOOCStAFN ISP Co~tr.wpd)(5/99)