SureWest Business Internet Services Core Terms and Conditions

Please note: The terms and conditions below reflect the core provisions made generally applicable across all SureWest business Internet services. Each agreement is structured to allow a customer to obtain additional services as needed.

Individual Internet and related data services are governed by contract appendices that are customized for the particular service. This includes, for example, T1 service, DS3 service, Ethernet and burstable Ethernet services. The appendices typically address things such as bandwidth requirements, port availability and utilization, installation and expansion, website space, server availability, email services, the amount of IP addresses, and similar details.

An Acceptable Use Policy is separately incorporated into each agreement. The Policy that is used for customers who are in the Internet business themselves is similar to the Policy used for other customers, but also must address topics such as network management, network congestion, bandwidth consumption and priorities.

A separate and distinct agreement is used for customers who seek to license space for their equipment at the SureWest Broadband hosting facility at McClellan Park.

1. SCOPE. The Service(s) are provided pursuant to this Agreement and to any Addenda to this Agreement that Customer and SureWest Internet execute from time to time. Any Addenda shall become effective only with or after the execution of this Agreement, and only upon signature by Customer and an authorized representative of SureWest Internet. SureWest Internet agrees to provide the Service(s) for Customer's use subject to availability of appropriate equipment and facilities, and only in accordance with this Agreement.

Any term or condition contained in any purchase order or other document submitted to SureWest Internet by Customer that is in conflict with or in addition to the rates, terms and conditions of this Agreement or any executed Addendum governing a Service shall have no force or effect, unless and until approved in writing by an authorized representative of SureWest Internet. The terms and conditions of this Agreement shall control over any Addendum to this Agreement except to the extent that the Addendum specifically states otherwise.

2. TERM. This Agreement has a term of two (2) years, but shall continue and not expire so long as there are any Services being provided to Customer under it. The term of this Agreement commences on execution.

Each Service provided hereunder shall be provided for a period ("Term") set out in the Addendum executed for such Service, which shall not be less than one (1) year in duration. The Term applicable to a particular Service commences on the earlier of: (a) the date that a Service installation has been completed ("Cutover") and SureWest Internet advises the Customer it is ready for use, or (b) on the first day that Customer commences use of the Service. If no additional installation is involved, and the Service is an expansion or extension of an existing Service, the Term for the new Service commences upon the effective date of the applicable Addendum.

The Term for each Service shall renew automatically for subsequent one (1) year Terms as of the end of the relevant Term unless either party notifies the other in writing of non-renewal at least sixty (60) days prior to the end of the Term for such Service.

3. RATES AND CHARGES. During the Term stated in the appropriate Addendum for a Service, SureWest Internet agrees to furnish such Service in accordance with the rates and charges applicable to the Service set forth in this Agreement and/or in the relevant Addendum. In the absence of any specific rate or charge for a Service or activity, the Service will be provided at SureWest Internet's standard rates and/or charges for the Service. If a Term is renewed for a Service, then, unless otherwise established in the relevant Addendum, the rates and charges for the Service may be adjusted prospectively by SureWest Internet on written notice to Customer.

4. INVOICES AND PAYMENTS

A. Customer shall be responsible for and shall pay SureWest Internet the applicable monthly or other periodic rates and charges, and all special and/or nonrecurring charges for a Service as set forth in this Agreement or in any Addendum to this Agreement. Customer's payment obligation becomes absolute on the execution of the relevant Addendum, but except for payments required to be made in advance, Customer shall not be required to pay for a Service until the first day of the Term applicable to that Service. Special and/or nonrecurring rates and charges shall become due on the date the related work is completed.

B. In accordance with SureWest Internet's billing practices, SureWest Internet's recurring rates and charges for Service are billed on a monthly basis in advance, and usage is billed in arrears. Customer is responsible to pay for each such charge on a timely basis. All bills shall become due and payable within thirty (30) days of the bill date in accordance with SureWest Internet's normal billing practices, or on such other date as may be specified in the bill.

C. Rates and charges set forth in the Addendum do not include applicable regulatory fees and charges, taxes of any kind, and any fee or charge required to be paid to support any government or government-mandated program or support arrangement. Customer shall pay any Federal, California, local or other such fees, surcharges or taxes applicable to a Service, however characterized.

D. In the event that Customer fails to pay any Customer recurring or non-recurring fee or charge within ten (10) days after such payment is due, then the unpaid balance shall bear interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Customer shall pay a charge of $25 for each check or other payment that is returned unpaid or for which there are insufficient funds to timely pay SureWest Internet.

5. ACCESS. Customer agrees to provide SureWest Internet with reasonable access to the Customer's premises for the purpose of installing, inspecting, testing, rearranging, repairing or removing a Service, whether or not Customer may claim SureWest Internet is in breach of this Agreement. SureWest Internet shall have the right to make all such tests and adjustments as it deems necessary or appropriate to maintain its equipment and/or facilities, and to examine the operation of the Service(s) with Customer's equipment and facilities, and on Customer's premises.

6. MAINTENANCE

A. SureWest Internet or its contractors shall perform, at no additional charge, such remedial and preventive maintenance services as may be required from time to time to keep each Service in good working order and to ensure that the Service performs in accordance with the requirements of the applicable Addendum.

B. SureWest Internet shall determine, in its sole and absolute discretion, the frequency and the duration of required preventive maintenance. Such preventive maintenance shall not unreasonably interfere with Customer's use of the Service.

C. SureWest Internet is not responsible for any failure, degradation, interruption or other problem with Service or equipment that is caused by Customer, its agents, representatives or employees, or any other person or event outside the operational control of SureWest Internet.

7. DEPOSIT. SureWest Internet may require a deposit or other security from Customer as a condition of providing or of continuing to provide Service. If Customer fails to provide such deposit or security within the time established, SureWest Internet may withhold, suspend or terminate Service.

8. TITLE AND RISK OF LOSS. Nothing in this Agreement is intended to convey to Customer any interest in or to the facilities or properties of SureWest Internet, all right, title and interest to which shall remain entirely with SureWest Internet.

9. INDEMNIFICATION; NO WARRANTIES; LIMITATION OF LIABILITY

A. Customer shall be solely responsible for and shall defend and indemnify SureWest Internet from and against all losses, claims, damages, penalties, costs and expenses, including attorneys' fees, arising from the negligence or willful misconduct of Customer, its employees, agents or representatives arising out of the performance or nonperformance of any Customer obligation under this Agreement or any Addendum. SureWest Internet shall be solely responsible for and shall defend and indemnify Customer from and against all losses, claims, damages, penalties, costs and expenses, including attorneys' fees, arising from the negligence or willful misconduct of SureWest Internet, its employees, agents or representatives arising out of the performance or nonperformance of any SureWest Internet obligation under this Agreement or any Addendum.

B. SureWest Internet exercises no control over the content, accuracy or quality of the content of transmissions or any other information transmitted or otherwise handled through the site.

C. THE PARTIES AGREE THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES IN CONNECTION WITH THE PROVISION OF ANY EQUIPMENT OR SERVICES UNDER THIS AGREEMENT OR ANY ADDENDUM, AND ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE SPECIFICALLY DISCLAIMED.

D. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, EVEN IF THE PARTIES HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

10. COMPLIANCE WITH LAW AND ACCEPTABLE USE.

A. Customer shall comply with all federal, state and local laws, regulations and ordinances that are applicable to any Service provided under this Agreement or any Addendum.

B. Customer shall, at all times while using the Services abide by SureWest Internet's Acceptable Use Policy and such other conditions of service as are applicable from time to time. Such conditions as apply to the Service(s) are contained in Exhibit A, attached hereto and made a part hereof.

C. SureWest Internet reserves the right to suspend or terminate Services provided to Customer at any time for any activity by Customer or Customer's users that in SureWest Internet's reasonable discretion constitutes a violation of applicable federal or state law or regulation. Customer acknowledges that suspension may result in the complete cessation of all Internet access to and from the Customer.

D. SureWest Internet shall have no liability or responsibility for the content of any communications transmitted by Customer or by any other party using the Services, or by any other person.

E. It is up to Customer to determine the extent of its own needs for alternative routing or secondary content sites, and for data backup, as protective alternatives in the event of force majeure or other event, notwithstanding this Agreement.

11. FRAUD AND UNAUTHORIZED USE. Customer shall be solely responsible for all charges incurred in connection with this Agreement, regardless of how incurred, even if such charges were incurred as a result of fraudulent or unauthorized service.

12. FORCE MAJEURE. Neither party shall be liable for any failure of performance of equipment or support services due to causes beyond such party's reasonable control, including but not limited to: acts of God, fire, flood or other catastrophes, any law, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority, national emergencies, terrorism or similar destructive acts, insurrections, riots, wars, unavailability of rights-of-way or materials, or strikes, lock-outs, work stoppages, carrier bankruptcy or default, utility power crisis, or labor difficulties (collectively, a "force majeure"); provided however, that in no event shall such force majeure excuse a payment obligation hereunder.

13. DEFAULT AND TERMINATION

A. If SureWest Internet fails to perform or observe any material term or condition of the Agreement and such failure is not remedied within thirty (30) days of SureWest Internet's receipt of Customer's written notice identifying the alleged failure, Customer may terminate any affected Addendum without liability, and, if all Addenda are affected by the failure, Customer may terminate the Agreement as well, upon delivery to SureWest Internet of a written termination notice setting forth the reason(s) for termination.

B. For its own convenience, Customer may terminate any Addendum upon payment of the termination charges set forth herein and/or in the applicable Addendum. (1) If Customer terminates a Service or Service order before Cutover, or at any time within six (6) months after Cutover, Customer agrees to pay to SureWest Internet its recurring and nonrecurring cost of equipment, labor, engineering, non?reusable materials, storage, any manufacturer/supplier/third party service provider cancellation charges, and any other costs incurred by SureWest Internet prior to termination, or that cannot be avoided after termination, including all expenses incurred in installation or in the preparation for installation.

(2) If Customer terminates a Service at any time after Cutover, Customer agrees to pay to SureWest Internet in addition all of the monthly recurring charges payable for each terminated Service through the remainder of the then-current Term. Customer acknowledges that this amount represents a fair estimate of the loss to SureWest Internet from termination, and is not a penalty.

C. If Customer fails to pay any sum due to SureWest Internet within ten (10) days of the date such payment becomes due, SureWest may terminate or suspend Service, and may elect to terminate this Agreement on written notice to Customer. If Customer fails to perform or observe any material term or condition of the Agreement and such failure is not remedied within thirty (30) days of written notice from SureWest Internet of such failure, SureWest Internet may terminate any Addendum and related Service, and, if all Addenda are terminated, this Agreement. If Customer's use of any Service causes immediate or substantial harm to other users or to SureWest Internet's network or operations, SureWest Internet may terminate the Services and the related Addendum upon shorter notice. If SureWest Internet terminates any Addendum and related Service, or this Agreement, Customer remains liable for all termination charges set forth in the applicable Addenda.

14. ASSIGNMENT. Neither this Agreement nor any Addendum nor any interest herein of Customer may be assigned, sublicensed, or in any manner transferred by Customer without the prior written consent of SureWest Internet in its sole and absolute discretion. Any attempted assignment or transfer in contravention of the preceding sentence shall be void. Customer agrees that one or more Services may be provided to Customer by an entity other than SureWest Internet, including an affiliate of SureWest Internet.

15. GENERAL

A. The failure of SureWest Internet or the Customer to insist upon strict performance of any provision of this Agreement in any one or more instances shall not be construed as a waiver or relinquishment in the future of any such provision, the same shall be and remains in full force and effect.

B. This Agreement, including all Addenda contemporaneously executed with this Agreement, contains all agreements of the parties. No prior or contemporaneous agreement or understanding shall be effective unless specifically incorporated herein. Except as may otherwise be provided herein, this Agreement may be modified in writing only when signed by the parties in interest at the time of modification.

C. Customer specifically acknowledges that neither SureWest Internet nor any agent or employee of SureWest Internet has made any representations, warranties or promises except as herein expressly set forth in the Agreement or a contemporaneously executed Addendum.

D. All notices or other communications hereunder shall be deemed to have been fully given when made in writing and delivered in person or deposited in the United States mail, postage prepaid and addressed to addresses specified in writing by the parties. The address to which notices may be given by either party may be changed by written notice given by such party to the other pursuant to this paragraph.

E. If any proceeding is brought between any of the parties arising out of or relating to this Agreement or its breach, the successful or prevailing party in any judgment or award shall be entitled to the full amount of its reasonable expenses, including all court costs and attorneys' fees paid or incurred in good faith, in addition to such other relief as such party shall be entitled.

F. Customer agrees not to publish or use advertising, sales promotion or publicity matter directly relating to the Service(s) provided hereunder, nor the rates and charges, terms and conditions without first obtaining the written permission of SureWest Internet.