Red River Wireless Customer Agreement
This Red River Wireless Customer Agreement ("Agreement") is entered into between Red River Communications, Inc. ("Red River" or "we"), having an office at 2011 McCulloch Blvd Suite 8, Lake Havasu City, Arizona 86403 and the Customer ("Customer" or "you"). The parties agree to the following:
TERMS AND CONDITIONS
INSTALLATION.
1.1 You authorize Red River or its authorized contractors to install a customer premise unit, software, wiring and other equipment ("Equipment"), at the address you provide ("Premises") to Red River Wireless service ("Services").
1.2 To provide Services, Red River is required to complete the installation of various equipment ("RF Installation") at the your Premises. The standard RF Installation includes but is not limited to the installation of the antenna, radio card, lightning arrestor and the routing of cable, as applicable ("RF Equipment") by the most direct path to your computer. Any custom installation work that you request, including placing cable under carpet, through cabinets, through interior walls or inside molding, may require an additional charge. Red River will not be liable for any alterations to Premises that result from the installation or removal of Equipment, including but not limited to, any holes in walls, cable wiring or antenna mounting brackets. For Services, Red River will also install the wireless modem. You must provide and maintain the computer necessary to receive Services.
SERVICES.
2.1 Red River will provide Services to you subject to the terms and conditions of this Agreement.
2.2 You represent and warrant you are at least 18 years of age and verify and acknowledge that Services are being installed with your permission in your home, business, or designated location.
2.3 Red River may revise, modify or discontinue any or all aspects of Services, including but not limited to Services and Equipment prices and any terms and conditions in this Agreement.
2.4 You will install, operate, and maintain any hardware or software not provided by Red River ("Customer-provided"). Red River is not responsible for the information transmitted or received on any hardware or software provided by you.
2.5 You will ensure that any hardware or software you provide is compatible with Services. If this hardware or software impairs your use of Services, you will continue to pay Red River for Services. If Red River notifies you that hardware or software provided by you impairs or is likely to impair Services, you agree to eliminate the impairment. Red River may suspend Services until the impairment is corrected. At your request, Red River may troubleshoot difficulties caused by hardware or software provided by you at Red River’s then current standard list prices.
2.6 Red River is not liable if any changes in the Services cause any hardware or software provided by you to become obsolete, require alteration, or affect performance of the hardware or software.
2.7 To prepare for Services you will:
a. at your expense, prepare your site(s) to comply with Red River's installation and maintenance specifications;
b. pay Red River any applicable charges to relocate any installed Services;
c. provide Red River and its suppliers reasonable access to Premises to perform any required acts; and
d. be responsible for cabling that connects equipment not provided by Red River to Services.
2.8 You acknowledge that you are leasing the Equipment, and in the event you terminate the Services, Red River will remove the Equipment from the Premises.
3. TERM AND TERMINATION.
This Agreement will have either a month-to-month term or other term ("Term"), as selected by you on the Work Order. At the end of the Agreement’s initial Term, this Agreement will automatically renew for successive one-month period ("Renewal Terms") unless either party provides the other party notice of its intent not to renew at least 30 days before the then current term. If you subscribe to Services and terminate this Agreement before the end of the Term, you agree to pay to Red River the residential monthly service rate multiplied by the amount of months the service was used plus the balance owing if any for the purchase of the Equipment. If you are a business customer with Services and you terminate this Agreement before the end of the Term, you agree to pay Red River the business monthly service rate multiplied by the amount of months the service was used plus the balance owing if any for the purchase of the Equipment. Upon termination of this Agreement, you will not attempt to utilize the Equipment to connect to, or otherwise utilize Services or assist any third party to connect to or utilize Services.
4. PAYMENT TERMS.
4.1 You agree to pay for Services and all other charges described in this Agreement, including the Work Order, and to comply with all of the terms and conditions of this Agreement. You will pay Red River’s invoice(s) in U.S. currency by the invoice due date. You will pay any applicable sales, use, excise and like taxes that are stated separately on each invoice. If you fail to pay all valid charges for Services when due, Red River may charge you interest on those charges equal to the lesser of 1_% per month or the maximum rate allowed by law.
4.2 You agree to pay by the use of a valid credit card or a direct debit authorization ("Credit Card Payment") or businesses by invoice and purchase order the charges applicable to the delivery of Services ("Services Charge"), provided that Red River may elect to implement new payment policies, in its sole discretion. You agree that all Services Charges, and if applicable, late fees, reconnection charges and all applicable fees and other taxes will be collected automatically through a Credit Card Payment or invoice for business customers.
4.3 If you fail to pay any amounts owing to Red River within 30 days, Red River will have the right to disconnect your Services. Upon disconnection, you agree to pay all amounts owing to Red River. If your service must be terminated for nonpayment on more than two occasions, you agree to pay a fee on each additional occurrence to have your service reconnected.
4.4 You may in good faith withhold payment of any disputed charges. You agree to pay all undisputed charges. A charge is not "disputed" until you provide Red River with written explanation of the disputed charge. You will agree to cooperate with Red River to resolve any disputed charge expeditiously. If Red River in good faith determines that the disputed charges are valid, you agree to pay the charges within 10 days after being notified of this determination by Red River.
4.5 You authorize Red River to perform a credit check prior to providing Services. Red River may refuse to provide Services or may require a security deposit based on your credit standing. If a security deposit for Service or Equipment is required, Red River will hold the deposit as partial guarantee of payment. The deposit cannot be used by you to pay any bills or to delay payment. After 90 days after termination of this Agreement, any remaining deposit will be returned without interest after deducting any charges owed by you to Red River.
4.6 Red River will have the right to convert the monthly Service Charge to a usage based billing system ("Usage Based Billing") by delivering to you a written notice or electronic mail that the company intends to commence usage based billing.
4.7 Subject to availability, Red River may offer to you additional services, subject to terms and conditions of the Red River’s current price list.
5. SERVICE INTERRUPTIONS.
5.1 Although Red River will make commercially reasonable efforts to maintain Services, you may experience service interruptions. Red River assumes no responsibility or liability for interruption of Services, whether due to (without limiting the generality of the foregoing):
a. Failure or of any part of Services for any reason, whether related to hardware, software, wiring or any other Equipment;
b. Interruptions due to periodic testing or system alterations, including modifications to Equipment;
c. Power failures, riots, civil unrest, acts of war, or acts of God, including hurricanes, floods, ice, wind, lightning, and accidents; or
d. Regulations, orders, decisions or acts of any lawfully constituted authority or court.
6. SERVICE AND REPAIRS; LIMITED WARRANTY.
6.1 Red River assumes no responsibility for the operation, maintenance, or repairs of your computers or existing wiring.
6.2 If Red River damages Premises during the Services’ installation or maintenance, Red River will compensate the owner of Premises for reasonable costs of necessary repair, not to exceed $1,000.
6.3 Red River will provide you, the original purchaser, with a limited warranty of the Equipment and installation during the Term of this Agreement, unless you are a month-to-month customer, in which case Red River will warrant the Equipment and installation for 12 months. Pursuant to this warranty, if a problem develops with the Equipment or the installation, Red River will repair or replace the affected Equipment and/or correct the installation problem at no charge to the customer. This warranty excludes any damage to the Equipment resulting from customer abuse or negligence and/or Acts of God, as determined solely by Red River. If you sell the Equipment during the term of this Agreement, the warranties provided herein will immediately terminate.
6.4 Any repair or replacement of the Equipment and/or correction of an installation problem following the expiration of this Agreement will be the responsibility of the customer. Any services performed by Red River at that time will be at the then-current Red River hourly rate and/or list price.
7. ACCEPTABLE USE POLICY.
7.1 When you use Services for Internet access, you may not:
a. restrict or inhibit any other user from using the Internet;
b. post or transmit any unlawful, threatening, abusive, libelous, defamatory, vulgar, obscene, indecent, pornographic, profane, hateful, bigoted or otherwise objectionable information of any kind, including without limitation any transmissions, constituting or encouraging, conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law, including without limitation U.S. export control laws and regulations;
c. post or transmit any information or software that contains a virus or other harmful component;
d. post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through Services for commercial purposes;
e. upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other materials, or other proprietary right, or derivative works without obtaining permission of the copyright owner or rightholder;
f. upload, post, publish, reproduce, transmit or distribute in any way any component of the Services or derivative works, as Services are copyrighted as a collective work under U.S. copyright laws;
g. remove or alter copyright management information including, without limitation, name or identification information of the author or owner, copyright note or terms & conditions for use of a work;
h. avoid, bypass, remove, deactivate or circumvent by any means, any process or system such as copy protection systems that are intended to protect the rights of a copyright owner;
i. send unsolicited e-mail that causes complaints from the recipients of the unsolicited e-mail;
j. send large quantities of unwanted or unsolicited e-mail to individual e-mail accounts (also known as "spamming" or "mailbombing");
k. make any unauthorized attempt to gain access to any account or computer resource not belonging to that user (also known as "spoofing");
l. obtain or attempt to obtain Services by any means or device with intent to avoid payment;
m. unauthorized access, alteration, destruction, or any attempt, of any information of any Red River customers or end-users by any means or device;
n. knowingly engage in any activities that will cause a denial of Services (e.g., synchronized number sequence attacks) to any Red River customers or end-users;
o. use Red River's products and services to interfere with the use of the Red River network by other customers or authorized users;
p. violate the law or aid another in any unlawful act;
q. resell your Services or any other Red River service to any third parties without prior express written consent;
r. run programs or servers that provide network services to others through the Services ("web hosting"), which includes, but is not limited to, operating a web/mail/ftp server to serve external connections;
s. any other activity described in Red River's Acceptable Use Policy found online at www.rraz.net/services/agreement.html which is hereby incorporated by reference as if fully set forth herein; or
t. use the Services in such a way as to impair or degrade the operation or performance of the Services and/or the Red River Wireless network, including but not limited to excessive use.
7.2 Except for information, products or services clearly identified as being supplied by Red River, Red River does not operate or control any information, products or services on the Internet.
7.3 The Internet contains unedited materials that may be offensive or objectionable to you. You access such these materials at your own risk. Red River has no control over and accepts no responsibility for these materials. Customer may wish to utilize software designed to limit access to certain material on the Internet.
7.4 YOU UNDERSTAND THAT YOU MAY BE HELD LIABLE BOTH UNDER CIVIL AND CRIMINAL LAW FOR INFRINGEMENTS OF THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. YOU MAY BE HELD LIABLE FOR ALL ACTUAL DAMAGES AND PROFITS, ATTORNEY’S FEES, COSTS, OR THE COURT MAY AWARD STATUTORY DAMAGES UNDER THE COPYRIGHT ACT. CRIMINAL LIABILITY CAN ALSO INCLUDE FINES AND IMPRISONMENT.
7.5 Red River may take any action it deems appropriate without notice to protect the Services and its facilities for provision of the Services. If Red River denies you access to Services pursuant to this Section, you will have no right (1) to access through Red River any materials stored on the Internet, or (2) to access third party services, merchandise or information on the Internet through Red River, and Red River will have no responsibility to notify any third-party providers of services, merchandise or information nor any responsibility to any consequences resulting from lack of notification.
7.6 Red River has no obligation to monitor Services. You agree that Red River has the right to monitor Services electronically from time to time, and you consent to Red River’s access, use and disclosure of any information as necessary to satisfy any law, regulation or other governmental request, to operate Services properly, to improve Services, or to protect itself or its customers. Red River reserves the right to refuse or to remove any information or materials, in whole or in part, that in its sole discretion are unacceptable, undesirable, or in violation of this Agreement.
7.7 If you wish to make purchases on the Internet, you may be asked by the merchant or service provider from whom you are making the purchase to supply certain information, including credit card or other payment mechanism information. You agree that all information you provide any merchant or information or service provider on the Internet for the purposes of making purchases will be accurate, complete and current. The merchants and information and service providers offering merchandise, information and services on the Internet set their own prices and may change prices or institute new prices at any time. You agree to pay all charges incurred by users of your account and credit card or other payment mechanism at the prices in effect when the charges are incurred. You also will be responsible for paying any applicable taxes relating to purchases on the Internet.
Section 8. LIABILITY AND INDEMNIFICATION.
8.1 RED RIVER AND ITS SUBCONTRACTORS WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR DAMAGE TO HARDWARE THAT OCCURS DURING INSTALLATION OF OR ANY SUBSEQUENT SERVICE PERFORMED ON YOUR COMPUTER IN SUPPORT OF RED RIVER SERVICES. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO COMPLETELY BACKUP YOUR COMPUTER BEFORE INSTALLATION. YOU FURTHER AGREE THAT RED RIVER OR ITS SUBCONTRACTORS ARE NOT RESPONSIBLE FOR ANY PROBLEMS WITH YOUR COMPUTER AFTER INSTALLATION OF OR ANY SUBSEQUENT SERVICE PERFORMED ON YOUR COMPUTER IN SUPPORT OF RED RIVER SERVICES.
8.2 Red River is not liable in contract or tort for unauthorized access by a non-Red River individual or entity to customer’s transmission facilities or customer premise equipment, or for unauthorized access to, or alteration, theft, or destruction of customer’s data files, programs or other information through accident, wrongful means or any other cause.
8.3 YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSS OR DAMAGES RESULTING FROM ANY CAUSE, INCLUDING RED RIVER’S OR ITS SUBCONTRACTOR’S NEGLIGENCE, WILL BE A REFUND OF ANY SERVICES, CHARGES AND FEES PAID TO RED RIVER UP TO THE TIME THE DAMAGE IS DISCOVERED. NEITHER RED RIVER NOR ITS SUBCONTRACTORS WILL BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, DAMAGES TO PROPERTY, OR LOSS OF BUSINESS.
8.4 THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. ANY WARRANTIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR USE FOR PARTICULAR PURPOSE OF WARRANTIES OF NON-INFRINGEMENT. NO RED RIVER ADVICE OR INFORMATION GIVEN WILL CREATE A WARRANTY. NEITHER RED RIVER NOR ITS AFFILIATES WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE ON SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8.5 IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE, PROVIDED THROUGH SERVICES OR ON THE INTERNET GENERALLY. RED RIVER, ITS AFFILIATES OR ITS SUBCONTRACTORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE OF OR INABILITY TO USE SERVICES OR TO ACCESS THE INTERNET OR YOUR RELIANCE ON OR USE OF OFFERS, CLAIMS, REPRESENTATIONS, PROMOTIONS AND TRANSACTIONS, INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE INTERNET OR INTERNET SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION OR ANY FAILURE OF PERFORMANCE.
8.6 You agree that you will properly use Services and will not, nor will it permit or assist others to, use Services for any purpose other than their intended purpose, fail to maintain a suitable environment according to the manufacturer's specifications, or tamper with Services. If you fail to comply with this Section, you will release Red River from all liabilities or obligations (including any warranty or indemnity obligation) to you under this Agreement and you will pay Red River all costs or damages Red River incurs. If any person not a party to this Agreement makes any claim against Red River, its affiliates or its subcontractors, relating to Equipment or Services that are the subjects of this Agreement, or arising out of the use of the Equipment or Services by you or an authorized user of your account, including the placement or transmission of any message, information, software or other materials on the Internet, you agree to indemnify and hold Red River, its affiliates and subcontractors harmless from any and all such claims and lawsuits, including the payment of all damages, expenses, costs and attorney's fees.
8.7 The limitations on liability and indemnification provisions expressed in this Agreement will inure to the benefit of and apply to Red River’s parent, subsidiary and affiliated companies, and to any subcontractors performing work on Red River’s behalf.
8.8 This Section 8 will survive termination of this Agreement.
Section 9. MISCELLANEOUS.
9.1 You may agree to notify Red River of any change of occupancy or ownership or tenancy. If you vacate Premises, this Agreement will be subject to termination and Red River will have the right to disconnect Services.
9.2 You warrant that you own Premises to which Services will be provided, or you have obtained the valid consent of the owner for any necessary changes to Premises or with Premises wiring that arise out of the installation, maintenance, repair and removal of Equipment. In addition, Customer has reviewed any restrictive covenants or homeowners restrictions ("Restrictions") to confirm that Customer may place an antenna on Premises. If it is later determined that the installation of the RF Equipment violates any Restrictions or that Customer failed to obtain appropriate permission, Red River may terminate this Agreement and discontinue Services. Customer agrees to hold harmless Red River for any damages or losses caused by your (i) failure to comply with the Restrictions or (ii) failure to secure appropriate permission. Red River may in its discretion, require evidence that Customer has obtained appropriate permission.
9.3 You agree that you will not permit or assist others to abuse or fraudulently use Services, including, but not limited to, unauthorized or attempted access, alteration, or destruction of another Red River customer's information, or using Services that cause interference with another customer's or authorized user's use of the Red River network. Illegal and unauthorized attachments to its facilities are costly to Red River and may create interference and a degradation of Services to other customers. Red River will be obligated to seek legal redress and assist in the criminal prosecution in matters involving illegal and unauthorized connections and attachments and injury to its wiring or facilities.
9.4 Red River’s failure to enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice will act to modify any provision of this Agreement.
9.5 This Agreement will be governed by applicable federal laws and regulations and the laws of Arizona excluding choice of law principles.
9.6 Red River will assign to you on a temporary basis an Internet Protocol from the address spaces assigned to Red River ("IP Address"). You acknowledge that the IP Address is the property of Red River, is assigned to you as a service by Red River, and is not portable. Red River reserves the right at its sole discretion to change the IP Address assignment at any time during the Term of this Agreement without prior notice and without liability. Red River will use reasonable efforts to avoid any disruption to you resulting from any renumbering requirement by notifying Customer via their primary email account before to the change. you agree that the IP Address provided by Red River will be returned to Red River on the termination date of this Agreement.
9.7 With email notification, Red River reserves the right to charge for customer calls into technical support or for on-site technical support.
9.8 Additional services may be offered as available and may be subject to service specific terms and conditions and pricing.
9.9 Subject to availability, Red River will support and charge for the connectivity of multiple computers to a single connection. Red River will install wiring, for additional computers, setup a hub purchase from Red River, and configure computers for Internet connectivity. Red River will not support file and print sharing or other local area network functionality.
9.10 In accepting this Agreement, you are not relying on any representations or promises not in this Agreement. When signed by the parties, the Agreement will constitute the parties’ entire understanding regarding Equipment and Services; and supersedes all agreements or discussions, oral or written, regarding Equipment and Services, unless explicitly in this Agreement.
9.11 Red River is an independent contractor under this Agreement. The parties’ relationship and this Agreement will not constitute or create an association, joint venture, partnership, or other form of legal entity or business enterprise between the parties, their agents, employees or affiliates.
9.12 If either party fails to enforce any right or remedy under this Agreement, that failure is not a waiver of the right or remedy for any other breach or failure by the other party.
9.13 This Agreement’s benefits do not extend to any third party, unless expressly stated in this Agreement. Red River may assign this Agreement without your prior written consent if (a) the assignment is to a successor in interest, by merger, operation of law, or by assignment, purchase, or otherwise of Red River’s entire business, or (b) the assignment is to the a parent, affiliate or subsidiary of Red River.
9.14 Neither party will use the name, service marks, trademarks, or trade secrets of the other party or any of its affiliates for any purpose, including, but not limited to, press releases, without the other party’s written consent.
9.15 The parties may modify this Agreement only by written amendment signed by the parties’ officers or authorized designees.
9.16 Notice to you will consist of updating the Terms and Conditions on the Red River website or sending an email to your primary Red River Services.
9.17 You grant to Red River or any appointed subcontractors an irrevocable license to enter into or onto your Premises during normal business hours, Monday through Saturday, in order to install, repair, replace or remove Equipment. This license will survive termination or cancellation of this Agreement and will run with the land and inure to the parties’ successors and assigns.
9.18 If you change you address, you will notify Red River of your new address before the move and you will remain liable for all of its obligations under this Agreement. You agree to pay the standard Red River transfer charges plus any additional payments required for installation of Equipment at Customer’s new location.