All capitalized terms contained herein shall have the meanings given to them in the System Lifeline Services Agreement to which these Terms of Service are deemed to form a part of, upon activation of Services to the Subscriber.
The Subscriber shall:
Subscriber acknowledges that System Lifeline does not warrant uninterrupted or error-free Services, or the content, availability, accuracy or any other aspect of any information accessible or made available to or by the Subscriber.
During the Term, System Lifeline may migrate any Service to an alternative service or technology providing the same functionality and reliability. System Lifeline will provide 90 days advance notice. The Subscriber may terminate the Service on the cut-over date with not less than 30 days notice to System Lifeline.
System Lifeline may interrupt Services from time to time to perform maintenance or repairs, provided that System Lifeline gives the Subscriber five (5) days advance notice. All non-emergency maintenance shall be scheduled on a Sunday between 1:00 a.m. and 6:00 a.m. local time, unless the parties otherwise agree.
If Services are provided after the expiry of the Term without a renewal agreement, the Services Agreement will continue on a "month to month" basis, terminable by either party upon sixty (60) days advance notice. System Lifeline reserves the right to increase Service Charges on sixty (60) days advance notice during this period.
If the Subscriber requests relocation of a Service to another municipal address within System Lifeline's service area, the Subscriber will be responsible for any new installation charges. If System Lifeline is unable to provide Service at the new location, the Subscriber shall remain responsible for Service Charges for the remaining months in the Services Agreement unless a lump-sum early termination fee is paid.
5.1 Either party may terminate this Services Agreement if the other party breaches any of its material obligations and fails to cure such breach within ten (10) days after notice.
5.2 If the Subscriber discontinues Services or terminates for reasons other than permitted in 5.1, or if System Lifeline terminates due to Subscriber default in payment, the Subscriber shall immediately pay liquidated damages equal to: (a) 75% of monthly Service Charges for remaining months; (b) any third-party costs System Lifeline must continue to pay; (c) any unpaid Capital Costs; and (d) any waived or discounted charges.
5.3 System Lifeline may suspend, withdraw or restrict Services if the Subscriber is in violation of the Acceptable Use Policy; if providing Services would violate any applicable law; or if maintenance, emergency repairs, or network integrity require it.
5.4 System Lifeline may also suspend Services if the Subscriber is the target of a Denial of Service attack causing harm to other network users, or if any person using the Subscriber's Services harasses or threatens a System Lifeline employee.
5.5 The Subscriber's obligation to pay Service Charges continues during periods of service suspension under Sections 5.3 or 5.4.
The Subscriber must notify System Lifeline within ninety (90) days of an invoice being issued with respect to any questions or discrepancies. Failure to do so constitutes acceptance of the invoice.
Each party represents and warrants that it has full authority to enter into the Agreement and is not in violation of any law, regulation, or other agreement. System Lifeline warrants that it will provide Services consistent with generally accepted standards for the type of Service.
THE WARRANTIES IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT FOR PROPERTY DAMAGE OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OR WILFUL MISCONDUCT OF SYSTEM LIFELINE, SYSTEM LIFELINE'S LIABILITY FOR DAMAGES SHALL NOT EXCEED AN AMOUNT EQUAL TO 6-MONTHS' FEES FOR THE SPECIFIC SERVICE INVOLVED.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF USE OF ANY INFORMATION SYSTEM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE SUBSCRIBER SHALL INDEMNIFY AND HOLD HARMLESS SYSTEM LIFELINE FROM ANY THIRD-PARTY CLAIMS ARISING OUT OF THE SUBSCRIBER'S USE OF THE SERVICE.
This Services Agreement and all documents, data, and information disclosed by one party to the other are confidential. Neither party shall disclose Confidential Information to any third party without prior consent, except on a need-to-know basis to employees required for performance of the Services, or as required by law. Upon termination, each party shall return or destroy the other's Confidential Information.
This Agreement may not be assigned by the Subscriber without the prior written consent of System Lifeline, which shall not be unreasonably withheld. The Subscriber may assign this Agreement without consent in connection with a corporate reorganization, merger, or sale of all or substantially all of its assets.
The Subscriber understands that signing a Services Agreement does not guarantee availability of a particular Service, since availability can only be determined during the provisioning process. If System Lifeline cannot provide the Services within thirty (30) days of any proposed installation date, the Subscriber may terminate without liability.