Portal Network Co. offers certain services under the Portal Network Co. brand (the “Portal Network Co. Service(s)” or the “Service(s)”), and is doing business as “Portal Network Co.” the terms of which are found in this Portal Network Co. Service Schedule. This Portal Network Co. Service Schedule (the “Service Schedule”) is an attachment to and forms an integral part of the Portal Network Co. Master Services Agreement (the “Agreement”) and the Customer agrees to be bound by the terms and conditions set out in this Service Schedule as well as the Portal Network Co. Master Services Agreement which can be found at www.portal.net.co/msa.php
Portal Network Co. offers certain services under the Portal Network Co. brand (the “Portal Network Co. Service(s)”, “Service(s)”, or “Portal”), the terms of which are found in this Portal Network Co. Service Schedule. This Portal Network Co. Service Schedule (the “Service Schedule”) is an attachment to and forms an integral part of the Portal Network Co. Master Services Agreement (the “Agreement”) and the Customer agrees to be bound by the terms and conditions set out in this Service Schedule as well as the Portal Network Co. Master Services Agreement which can be found at www.portal.net.co.ca/msa
THIS SERVICE SCHEDULE IS SUBJECT TO THE LIMITATION OF LIABILITY CONTAINED IN THE Portal Network Co. MASTER SERVICES AGREEMENT. THE CUSTOMER MUST READ AND ACCEPT THESE TERMS AND CONDITIONS OF USE BEFORE USING THIS INTERNET SITE OR SUBSCRIBING TO THE SERVICE. THESE TERMS AND CONDITIONS OF USE CREATE AN AGREEMENT BETWEEN THE CUSTOMER AND Portal Network Co. THESE TERMS AND CONDITIONS OF USE GOVERN THE CUSTOMER’S USE OF THIS INTERNET SITE (“SITE”) AND THE SERVICES OFFERED, INCLUDING THE SERVICE SOFTWARE, EQUIPMENT, ASSOCIATED MEDIA, ANY PRINTED MATERIALS, DATA, FILES AND INFORMATION AND ANY ONLINE OR ELECTRONIC DOCUMENTATION (“SOFTWARE”). EACH TIME THE CUSTOMER USES THIS SITE OR THE SERVICES, THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE. THESE TERMS AND CONDITIONS MAY BE UPDATED AND CHANGED WITHOUT NOTICE TO THE CUSTOMER. THIS AGREEMENT TAKES PRECEDENCE OVER -ANY OTHER AGREEMENT OR TERMS EMBEDDED WITHIN THE SOFTWARE. The following terms and conditions apply to all of the Portal Network Co. Services unless specifically noted in the section title as applying only to a particular Service. 1) General Terms for all Portal Network Co. Services
Definitions. All defined terms, if not specifically defined in this Schedule, shall have the same meaning as set out in the Portal Network Co. Master Services Agreement.
The fees and charges for each Service shall be set out in the description of each Service or bundled Services at www.portal.net.co
Additional charges that may apply to Services, which may include access fees or activation fees, shall be listed at www.portal.net.co
Portal Network Co. reserves the right to change fees or charges without notice to you. Your continued use of the Service after a change in fees shall constitute your acceptance of such change in fees.
All fees and charges shall be charged to you monthly and paid in accordance with your payment methods set up in your Customer Account.
Portal facilitates the processing of ACH transactions through its online direct deposit application, (the “PAD”). Portal is not involved in the actual processing of the ACH transactions and only enables the initiation of the transactions by providing the user interface and accumulating the transactions within the Direct Deposit Service or PAD Service. ACH transactions initiated through the Direct Deposit Service or PAD are processed by a trusted third-party. The trusted third-party is responsible for the completeness, accuracy and timeliness of all ACH transactions processed initiated by you through the Direct Deposit Service or PAD Service.
Charges for the Services are non-refundable. If Customer pays on a monthly basis or on an annual basis, and terminates the Service prior to the completion of the month or the year, as the case may be, there will be no refunds of amounts already paid.
For Services with recurring monthly charges, Customer will be required to pay the last month’s charges in advance as a deposit. Customer will not earn any interest on any deposits held by Portal Network Co. Deposits will be applied against the last month’s charges or the outstanding final balance in the Customer Account, as the case may be, upon termination of the applicable Service.
Long Distance Rates. Rates for long distance calls shall be listed at www.portal.net.co/rates. These rates are subject to change without notice. All charges for long distance calls, that are not included in Customer’s Long Distance Services Calling Package (if any) shall be charged to you monthly, in arrears, and paid in accordance with your payment methods set up in your Customer Account.
Acceptable Use Policy. The Acceptable Use Policy for the Services can be found at www.portal.net.co/usage.php
2) Call Canada and Call World Long Distance Services Calling Packages (“Long Distance Services”)
Service Description. The features and rates for the Long Distance Services, (including call destinations that are included in the package) can be found at www.portal.net.co/home-phone.php
Emergency calls cannot be made through the Long Distance Services. Neither 999, 112, 911, e-911 service nor any other emergency service is available through the Long Distance Services. If Customer dials “999” or “911”(or any other internationally recognized emergency service numbers) while using the Long Distance Services, Customer will not be connected to an emergency operator, nor will Customer’s phone number or location be reported to an emergency operator. However, by subscribing to the Long Distance Services, Customer is not prevented from using his/her Phone and underlying carrier to make emergency calls.
The Customer acknowledges and understands that Portal Network Co. will not be liable for any inability to dial 9-1-1 or any other emergency service using the Long Distance Services or to access emergency service personnel due to the 9-1-1 dialling limitations listed herein. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, Portal Network Co., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND UNDERLYING CARRIERS WILL NOT BE LIABLE FOR ANY INJURY, DEATH OR DAMAGE TO PERSONS OR PROPERTY, ARISING DIRECTLY OR INDIRECTLY OUT OF, OR RELATING IN ANY WAY TO THE PROVISION OR NON-PROVISION OF 9-1-1 AND/OR EMERGENCY SERVICE, INCLUDING WITHOUT LIMITATION ANY INABILITY ON THE PART OF CUSTOMER OR ITS END USERS TO ACCESS 9-1-1 AND/OR EMERGENCY SERVICE, AND THE CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS Portal Network Co., ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND UNDERLYING CARRIERS FROM ANY LIABILITIES, CLAIMS, DAMAGES, LOSSES ARISING DIRECTLY FROM THE PROVISION OR NON-PROVISION OF 9-1-1 AND/OR EMERGENCY SERVICE.
611/ 411/311/211 Not available. The Long Distance Services are not a replacement for Phone services and Customer cannot make 611/411/311/211 calls through the Long Distance Services.
Term. The term for the Long Distance Services shall begin on the date the Long Distance Service is activated by Portal Network Co. and shall continue for a period of thirty (30) days from the date of activation (the “Term”). The Long Distance Services Term shall automatically renew on the same terms and conditions for a period of 30 days (“Renewal Term”) following the initial Term and each subsequent Renewal Term. Either party may terminate the Long Distance Services by providing 30 days written notice to the other party of its intention to terminate.
The Long Distance Services are to be used for voice only purposes.
In the event that a customer exceeds a reasonable usage threshold, as determined by Portal Network Co. in its sole discretion, Portal Network Co. may suspend or terminate Customer’s account without notice.
Portal Network Co. in its sole discretion, reserves the right to block or restrict calling in certain areas.
Proper Use of Service and costs. Where Customer uses the Long Distance Services with a cell phone or with a Phone provided by an underlying carrier that is not Portal Network Co., Portal Network Co. will not be responsible for any cellular provider or other carrier’s charges to Customer. Customer understands that the following charges may be incurred by Customer, and shall be payable by Customer, when using the Long Distance Services:
Charges incurred if Customer selects the incorrect location or incorrect local access number for Customer’s location when placing the call;
Charges incurred if Customer presses the “SEND” or “CALL” button (to initiate the call process) more than once at any time during the call completion process;
Charges for local air time for use of Customer’s
Phone service charges by the underlying carrier; and
Any other cellular provider, underlying carrier or third party charges that may be incurred if the Long Distance Services dialling procedures are not followed correctly.
3) Portal Network Co. Digital Phone Services (“Phone Services”)
The features and rates for the Phone Services can be found at www.portal.net.co/home-phone.php
Details of the minimum system and access requirements for the Phone Services, such as high speed internet, can be found at www.portal.net.co/home-phone.php
The Phone Service charges include the charges for the hardware associated with running the Phone Service, as detailed at www.portal.net.co/home-phone.php. Shipping costs are not included in the charges.
911 Service. PLEASE READ THE INFORMATION BELOW ABOUT 9-1-1 EMERGENCY SERVICE CAREFULLY! By using or paying for the Phone Services, the Customer acknowledges and agrees to all of the information below regarding the limitations of using the Phone Services for dialing 9-1-1. The Customer acknowledges and understands that the Phone Service offers a limited 9-1-1 type service and that such 9-1-1 type dialing differs in important respects from traditional 9-1-1 service, as described below. The Customer agrees to advise all users who may place calls over the Phone Service from the Customer’s location of these limitations.
Portal Network Co. 9-1-1 emergency dialing is only supported in software and on Analogue Terminal Adapters (ATAs) or modems provided by Portal Network Co. for use with the Phone Services.
The 9-1-1 call may be routed to a different dispatcher than that used for traditional 9-1-1 dialing. The dispatcher will be located at either the Public Safety Answering Point (PSAP) or with a local emergency service relay provider designated for the address specified by the Customer at the time of subscription or as properly updated by the Customer from time to time.
Portal Network Co. 9-1-1 emergency dialing has certain limitations relative to Enhanced 9-1-1 service. Enhanced 9-1-1 service is the type of 9-1-1 service that is generally available on most traditional primary exchange telephone services. With Enhanced 9-1-1 service, your address information associated with your telephone number is usually available to the Public Safety Answering Point at the time of your 9-1-1 call. With the Phone Services 9-1-1 emergency dialing, your call is being sent via the Internet rather than a traditional phone line, and as the most up to date Customer address information may not arrive with this call, a different method is required to send this Customer address information accurately. This method may involve the use of an intermediary emergency service operator to help ascertain your current location information.
Be prepared to confirm your location and telephone number with the operator who answers the 9-1-1 call since the operator may not have this information. It is also recommended to keep in mind that Portal Network Co. is your telephone service provider because if necessary, the Portal Network Co. central call centers can contact emergency services in severe emergency situations to attempt to help. You are also encouraged not to hang up until told to do so, and to call back if you get disconnected, as immediately as possible. Please note that it may take up to three (3) days upon initial activation of service for your address information to fully propagate throughout the 9-1-1 systems.
Phone Services 9-1-1 emergency dialing may not be available: during a power outage, network failure, if Customer’s computer, system, equipment or wiring is malfunctioning, in the event of suspension or disconnection of the Phone Service because of billing issues or breach of terms of service, due to any disconnection or suspension of underlying broadband access service or due to a Force Majeure event (as defined in this Agreement). Phone Services 9-1-1 emergency dialing will also be unavailable during a broadband internet outage. If there is a power outage, the Customer may be required to reset or reconfigure the ATA or modem (as the case may be), prior to being able to use the Phone Service, including for 9-1-1 dialing purposes.
9-1-1 dialing will not function correctly if the Customer moves or changes locations without updating the location information with Portal Network Co. In order to have 9-1-1 calls routed correctly, Customer must update his/her service address at least three (3) days prior to moving by updating the information with Portal Network Co. Customer service by phone or at www.portal.net.co
Customer must keep the registered location information current by updating it with Portal Network Co. to help ensure success with the emergency service operator who may assume that Customer is at the last registered address if he/she is not able to speak during a 9-1-1 call. Customer’s registered location information is used to accurately connect to the appropriate emergency response center so that they may trigger the appropriate emergency response.
For technical reasons associated with the possibility of network congestion, there is a possibility that the 9-1-1 call will produce a busy signal or will take longer to answer, as compared to traditional 9-1-1 calls placed from a fixed location known to the emergency service provider.
Customer should inform any household residents, guests and other persons who may be present at the physical location where the Phone Service is utilized of the important differences in and limitations of the 9-1-1 dialing as compared with traditional Enhanced 9-1-1 service, as set out above.
Customers traveling outside of Canada will not have 9-1-1 dialing services.
If Customer is not comfortable with the limitations of the Phone Services 9-1-1 emergency dialing, Customer should consider having an alternate means of accessing traditional 9-1-1 or Enhanced 9-1-1 services or disconnecting the Phone Service.
The Customer acknowledges and understands that Portal Network Co. will not be liable for any service outage and/or inability to dial 9-1-1 using the Phone Services or to access emergency service personnel due to the 9-1-1 dialing characteristics and limitations listed herein. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, Portal Network Co., ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND UNDERLYING CARRIERS WILL NOT BE LIABLE FOR ANY INJURY, DEATH OR DAMAGE TO PERSONS OR PROPERTY, ARISING DIRECTLY OR INDIRECTLY OUT OF, OR RELATING IN ANY WAY TO THE PROVISION OR NON-PROVISION OF 9-1-1 AND/OR EMERGENCY 9-1-1 SERVICE, INCLUDING WITHOUT LIMITATION ANY INABILITY ON THE PART OF CUSTOMER OR ITS END USERS TO ACCESS 9-1-1 AND/OR EMERGENCY 9-1-1 SERVICE, AND THE CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS Portal Network Co., ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND UNDERLYING CARRIERS FROM ANY LIABILITIES, CLAIMS, DAMAGES, LOSSES ARISING DIRECTLY FROM THE PROVISION OR NON-PROVISION OF 9-1-1 AND/OR EMERGENCY 9-1-1 SERVICE.
Term and Termination. The term for the Phone Services shall begin on the date the Phone Service is activated by Portal Network Co. and shall continue for a period of thirty (30) days from the date of activation (the “Term”). The Phone Service Term shall automatically renew on the same terms and conditions for a period of 30 days (“Renewal Term”) following the initial Term and each subsequent Renewal Term. Either party may terminate the Phone Service by providing 30 days written notice to the other party of its intention to terminate.
Number Transfer or “Porting to Portal Network Co.” If Customer wishes to transfer or port a current telephone number to Portal Network Co., you must complete a Letter of Authorization (the “LOA”) and submit it to Portal Network Co. The LOA will permit Portal Network Co. to contact your current carrier and request the port of the number to the Portal Network Co. network. Customer is responsible to cancel the service agreement with the current carrier, once informed by Portal Network Co. that the port is complete. Portal Network Co. will not be responsible for numbers that are lost, charges incurred to reclaim the telephone number, or any other porting fees, should the Customer cancel his/her service before the port is complete.
Number Transfer Away From Portal Network Co. or “Porting Out” If Customer intends to change to another service provider, Customer may request to take or “port out” the telephone number supplied by Portal Network Co. to such other service provider. If Customer asks a new service provider to port a number from Portal Network Co., Customer must provide Portal Network Co. thirty (30) days written notice of the requested port and Portal Network Co. shall terminate the Service with respect to such number after the successful completion of the port. Customer shall remain responsible for any charges and fees associated with that number until the Service is terminated. If Customer’s Service has been suspended due to non-payment, Portal Network Co. reserves the right to deny the port-out request. If a port is unsuccessful for any reason, the Service and this Agreement will not terminate and Customer will continue to be responsible for any charges and fees associated with the Service and Customer’s account.
Directory listing. The telephone number(s) that Customer obtains in connection with the Phone Service will not be listed in any telephone directories.
No 0+, Operator Assisted or 1-900 calls. The Phone Service does not support 0+ or operator assisted calling (including, without limitation, collect calls and third party billing calls). Further, the Phone Service does not support 1-900 calls or other similar services. The Phone Service does support 411 calls, which shall be charged at a rate to be determined from time to time by Portal Network Co., and it also supports 311 calls where available. The Phone Service may support certain calling card calls or other companies’ flat rate calling services (depending on dialing requirements), but it will not support 10-10 dial around long distance services.
Long Distance. Details of the Long Distance Services Calling Package to be included with the Phone Service can be found at www.portal.net.co. Calls made to locations that are not included in the Phone Service shall be charged to the Customer’s Account in accordance with the terms and conditions herein.
The Customer shall be responsible for the installation of the Phone Service. If the customer would like a Portal Network Co. authorized installer to perform the work, it can be arranged, and will be billed directly to the customer by the Portal Network Co. authorized installer.
Portal Network Co.’ standard pricing does not include any upgrades in wiring, cabling, routers or other equipment necessary for the Customer’s home to be prepared for installation. Customer will be responsible to make and pay for any required changes or upgrades.
In the event that the Customer fails to provide, prepare or maintain its locations and facilities for the installation of the Phone Services, Portal Network Co. shall not be liable for any resulting delay in commencing the Phone Services or any service interruption and related damages, and the Customer shall be liable for any additional costs incurred by Portal Network Co. in order to install or restore the Phone Services.
4) Data Service
The features and rates for the Data Services can be found at www.portal.net.co. Additional fees, not included in the regular monthly fees may apply and shall be listed at www.portal.net.co. Such additional fees may include charges for: service provider changes, change of address/location, additional email addresses over the primary account, and overages.
The Data Service speed is up to the advertised upload and download speeds listed on www.portal.net.co. For example, the speed ‘up to 5 Mbps’ means that the Customer can expect speeds up to 5Mbps.
Portal Network Co. cannot make any guarantees on the speed of the Customer’s connection due to the fact that speeds vary by the distance between the Customer’s location and Portal Network Co.’ central office or remote server.
Term. The term for the Data Services shall begin on the date the Data Service is activated by Portal Network Co. and shall continue for a period of thirty (30) days from the date of activation (the “Term”). The Data Service Term shall automatically renew on the same terms and conditions for a period of 30 days (“Renewal Term”) following the initial Term and each subsequent Renewal Term. Either party may terminate the Data Services by providing 30 days written notice to the other party of its intention to terminate.
Portal Network Co. shall use reasonable efforts to deliver and install the Data Service by the estimated activation date. However, delays may occur due to such factors as the Customer’s availability or the acts or omissions of third party suppliers or providers. Portal Network Co. does not guarantee that Services shall be delivered and installed by a specific activation date.
The Customer demarcation point for the High Speed Services shall be a standard location where all external wiring feeds terminate and connect with inside wiring owned by the Customer. Data Services shall be installed up to the Customer demarcation point.
Portal Network Co. shall not be responsible for any equipment beyond the demarcation point, save and except for Portal Network Co.’ customer premise equipment, such as the Portal Network Co. supplied modem. Further, Portal Network Co. shall not be responsible for any wiring beyond the Customer’s demarcation point.
Any additional wiring or termination of circuits past the Customer demarcation point shall be the Customer’s sole responsibility. In the event the Customer requests wiring or other work to be performed by Portal Network Co., such work will be performed by a Portal Network Co. authorized installer, and will be billed directly to the customer by the Portal Network Co. authorized installer.
SLA / Service Interruption Credits for Non-Contract Services
If Services are interrupted for a period of at least 24 hours after notice by the Customer to Portal Network Co., an allowance equal to 3/30th of any fixed billing cycle charges for the affected Service shall apply to each full 24 hour period during which the interruption continues – in short, 3 days for every 1 day of service outage, AKA a 3:1. Credit in any billing period shall not exceed the total average monthly charges for that period for the affected Service. No allowance shall apply to any non-recurring or usage charges. The Customer’s sole and exclusive remedy for Service interruption shall be the credit outlined above
Service interruption credits are applied directly to the invoice in the month of which the service impact occurred. In no way are any cheques or electronic refunds ever issued in the event of service outages.
The Customer must request credit within thirty (30) days of the validated interruption, failing which the Customer forever waives its right to any credit for such outage. Portal Network Co. reserves the right to determine in its sole and absolute discretion if an interruption is considered a validated interruption.
At no time will multiple remedies be provided to the Customer for same, similar or related troubles on the same line. Customer payables must be current prior to the Customer receiving any credits
No credit shall be provided for interruptions due to the following:
(1) the failure of any component, equipment, wiring, network or system provided by the Customer or a third party;
(2) network maintenance by Portal Network Co.;
(3) Force Majeure events;
(4) acts or omissions, negligent or otherwise, of the Customer or a third party, or any breach of any term or condition by the Customer of the Master Services Agreement or any schedules or addenda attached thereto.
Service Description. The features and rates for the Phone (or, if Customer is qualified for, the Phone Service) and Internet Bundle can be found at www.portal.net.co
Same Terms. All terms and conditions from the Phone Service (or, if Customer is qualified for, the Phone Service) and the Data Service apply to any phone and/or internet product, except Term and Termination and Installation, which shall be as follows:
Term. The term for any phone and/or internet product shall begin on the date any phone and/or internet product is activated by Portal Network Co. and shall continue for a period of thirty (30) days from the date of activation (the “Term”). Any phone and/or internet product Term shall automatically renew on the same terms and conditions for a period of 30 days (“Renewal Term”) following the initial Term and each subsequent Renewal Term. Termination. Either party may terminate any phone and/or internet product by providing 30 days written notice to the other party of its intention to terminate. However, if Customer terminates any phone and/or internet product prior to one year from the date of activation, Customer shall pay $99.95 to Portal Network Co., as liquidated damages and not as a penalty.
Portal Network Co. shall use reasonable efforts to deliver and install the Data Service by the estimated activation date. However, delays may occur due to such factors as the Customer’s availability or the acts or omissions of third party suppliers or providers. Portal Network Co. does not guarantee that Services shall be delivered and installed by a specific activation date.
Basic installation of any phone and/or internet product at Customer’s location, as detailed at www.portal.net.co, shall be performed by a Portal Network Co. authorized installer and shall be included in the charges for any phone and/or internet product. It is the Customer’s responsibility to provide, prepare and maintain its location for the installation of Portal Network Co.’ equipment necessary for Portal Network Co. to provide any phone and/or internet product, including ensuring that Customer’s cabling, internal network and power requirements all meet the minimum network requirements specified by Portal Network Co. Such provision, preparation and maintenance shall comply with Portal Network Co.’ specifications and shall be at the Customer’s expense.
For those customers who do not qualify for the free installation, they shall be responsible for the installation of any phone and/or internet product. If the customer would like a Portal Network Co. authorized installer to perform the work, it can be arranged, and will be billed directly to the customer by the Portal Network Co. authorized installer.
Portal Network Co.’ standard pricing does not include any upgrades in wiring, cabling, routers or other equipment necessary for the Customer’s home to be prepared for installation. Customer will be responsible to make and pay for any required changes or upgrades.
In the event that the Customer fails to provide, prepare or maintain its locations and facilities for the installation of any phone and/or internet product, Portal Network Co. shall not be liable for any resulting delay in commencing any phone and/or internet product or any service interruption and related damages, and the Customer shall be liable for any additional costs incurred by Portal Network Co. in order to install or restore any phone and/or internet product.
Portal Network Co. MASTER SERVICES AGREEMENT
This Master Services Agreement and all Service Schedules hereto form the agreement (“Agreement”) between Portal Network Co., a company incorporated under the laws of the Province of Ontario and having its principal office at 200 Bathurst Drive, Waterloo, Ontario, N2V 2L7, and the customer (“Customer” or “you”) for the provision and use of the Portal Network Co. services (the “Services”).
The Customer agrees to subscribe to the Services offered by Portal Network Co. as set out in the schedules to this Master Services Agreement (the “Service Schedules”). The terms and conditions set out in this Master Services Agreement and the Service Schedules govern the Customer’s use of the Services and Customer must read and accept these terms and conditions prior to using any of the Services.
BY ACTIVATING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT YOU ARE OF LEGAL AGE IN YOUR PROVINCE OF RESIDENCE TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTOOD FULLY ITS TERMS AND CONDITIONS.
Portal Network Co. is the owner of all right, title and interest in all facilities, networks, equipment and software provided by Portal Network Co. or utilized in the provision of the Services (the “Portal Network Co. Facilities”) or has obtained the right to make the Portal Network Co. Facilities available for use by the Customer from a third party and the Customer shall have no rights therein.
It is the Customer’s responsibility to provide, prepare and maintain the Customer’s locations, facilities and equipment for the installation of Portal Network Co. Facilities and for Portal Network Co. to provide the Services to the Customer. Such provision, preparation and maintenance shall comply with Portal Network Co.’ specifications and shall be at the Customer’s expense.
In the event that the Customer fails to provide, prepare or maintain the locations, facilities, equipment or network for the installation of Portal Network Co. Facilities or any Portal Network Co. Services, or fails to do so in a timely manner as Portal Network Co. may deem necessary in the circumstances, Portal Network Co. shall not be liable for any resulting delay in commencing the Services or any service interruption and related damages, and the Customer shall be liable for any additional costs incurred by Portal Network Co. in order to install or restore the Services.
The Customer shall not, without Portal Network Co.’ written consent and then subject to such conditions as Portal Network Co. may require, make any alteration, addition or repair to Portal Network Co. Facilities or permit access to Portal Network Co. Facilities by any person not approved by Portal Network Co.
The Customer shall be responsible for the security of and any loss or damage to Portal Network Co. Facilities located on the Customer’s premises.
If, in connection with a particular Service or under a specific Schedule, the Customer purchases any of the Portal Network Co. Facilities from Portal Network Co., the terms and conditions related thereto shall be specified in the Schedule. However, all Portal Network Co. Facilities remain the property of Portal Network Co. until Customer has paid for such Portal Network Co. Facilities in full.
Portal Network Co. shall bear the expense of maintenance and repairs required due to normal wear and tear to Portal Network Co. Facilities.
Portal Network Co. may, from time to time and without notice to the Customer, upgrade, maintain, or migrate the Services or the Portal Network Co. Facilities.
In the event Portal Network Co. determines that it is necessary to interrupt the Services or that there is a potential for Services to be interrupted for the performance of system maintenance, Portal Network Co. will use reasonable commercial efforts to notify the Customer prior to such interruption. Portal Network Co. will use reasonable commercial efforts to schedule system maintenance during non-peak hours (midnight to 6 a.m. local time). In no event shall interruption for system or emergency maintenance constitute a failure of performance by Portal Network Co.
In addition to the Portal Network Co. Facilities which are owned by Portal Network Co., for certain Services, Customer may purchase or rent hardware or equipment from Portal Network Co. (“Equipment”).
The Customer shall cause the Equipment to be operated in compliance with the general operating specifications and standards of the manufacturer, and all applicable laws
The Customer will not sell, lease or otherwise dispose of the Equipment (or any part thereof) and will keep the Equipment free of all encumbrances. In the case of purchased Equipment, the Customer may sell, lease or otherwise dispose of the Equipment after all amounts owing to Portal Network Co. have been satisfied.
Upon payment and shipment from Portal, customers may return devices within 30 days if unsatisfied; after which, the device is non-returnable.
The Customer will bear the risk of loss, destruction or confiscation to the Equipment from the time the Equipment is delivered to the Customer and the Customer is responsible for insuring the Equipment as of the date of such delivery.
Upon termination of this Agreement, or termination of a certain Service hereunder, the rental Equipment related to the Service must be returned to Portal Network Co. within fifteen (15) days from the date of termination, failing which, the Customer will be charged the full purchase price of the Equipment. Returned Equipment must include all original cables and power adapters, must not have any physical damage and must be in good working order.
5.1.1. At the time of subscription, Customer shall receive or shall be entitled to download the software required to run and operate the Service (the “Software”).
5.1.2. Subject to the terms and conditions of this Agreement, Portal Network Co. grants to Customer a non-exclusive, nontransferable, revocable, limited license to use the Software.
5.1.3. Customer shall have no right to transfer, assign or sublicense the Software.
Restrictions on altering the Software or the code in any way
Except as otherwise specified in this Schedule , the Customer may not: (i) copy the Software, other than one copy which is permitted as a backup; (ii) Modify or create any derivative works of any Software, Service or documentation, including translation or localization (code written to published application programming interfaces or APIs); (iii) Sublicense or permit simultaneous use of the Service by more than one user; (iv) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Software related to the Service;(v) Redistribute, encumber, sell, rent, lease, sublicense, or use the Software or the Service in a timesharing or service bureau arrangement, or otherwise transfer the Software or any rights to the Software; (vi) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or Service; or (vii) Publish any results of benchmark tests run on any Software to a third party without Portal Network Co.’ prior written consent.
Ownership of Software and Service All right, title and interest in the copyright, patents and intellectual property rights in the Software and the Service or any part thereof remain with Portal Network Co. or the original owner of such rights, as the case may be.
System Requirements The Customer is responsible for ensuring that Customer’s computer and systems, Phone, mobile phone, and any other equipment to be supplied by Customer for the usage of the Service(s) (the “Customer Systems”) meet the minimum system requirements to run the selected Service(s) which can be found on the Service’s website. If the Customer System does not meet these requirements, Portal Network Co. is not responsible for any connection difficulties or Service delays, deficiencies, interruptions or related damages the Customer may have as a result.
Installation The Customer is responsible for the download and installation of the Software and the Service, where applicable. Customer acknowledges that all installation and downloads of the Software are at your own risk. Portal Network Co. is not responsible for and will not be liable for any Customer System, or third party software or system damages or malfunctions that may arise from the installation, download or use of the Software or the Services.
6.3.1. Portal Network Co. is not responsible for third party software downloads or hardware installed by the Customer which may alter the Service connection, the Customer’s computer configuration or which may prevent or alter internet connection, speed, or service or have any other impact on the Service
6.3.2. Portal Network Co. is not responsible for any spyware, malware or virus the Customer contracts on his/her Customer System from using the internet or the World Wide Web.
6.3.3. Portal Network Co. assumes no responsibility whatsoever for any internet or email or other connection software the Customer may run on its Customer System. Portal Network Co. assumes no responsibility for any damages that may result from the use of such software.
Portal Network Co. offers varying types of support for the Service. The Customer should review the “FAQ” section of the Service’s website to address Service support related questions. Further, the Customer may contact Portal Network Co. directly with Service related questions at the email or telephone number indicated in the “Contact Us” section of the website.
With respect to Equipment, Portal Network Co. will offer technical assistance and support for degradation or malfunction due to normal wear and tear to the Equipment rented or purchased from Portal Network Co. unless otherwise specified.
Portal Network Co. will not provide support for third party services, hardware, equipment, software, PC repair services, enhancements, upgrades or modifications that are not purchased, rented or licensed from Portal Network Co.
Portal Network Co. will not in any event be held responsible to correct or fix any problems or errors relating to or caused by the installation, configuration or modification of the Customer’s equipment or system or any components thereof or to incur any costs related thereto.
The fees for the Services shall be set out in the applicable Service Schedule or on the Service’s website.
All fees are subject to change at Portal Network Co.’ discretion. Where required by law, notification of changes will be sent to you via the email address on file with Portal Network Co. in your Customer Account.
All fees paid are non-refundable.
ACCOUNT INFORMATION, BILLING AND PAYMENT
To subscribe for any Service, the Customer shall register for an account (“Customer Account”) by providing all requested information in the application process for the Service, whether on-line or by phone.
Customer is responsible for providing accurate information and for updating any information in the Customer account. Portal Network Co. reserves the right to suspend or terminate the Customer’s account if provided with incomplete or inaccurate information at the time of subscription or any time thereafter.
The fees and charges for the Services, Equipment or any other services or products purchased by Customer in connection with this Agreement and the Service Schedules (“Charges”), shall be payable by the Customer by credit card (Visa, MasterCard or American Express) or by agreed payment method. All Charges are non-refundable.
Charges for one-time purchases that require immediate payment shall be charged at time of purchase and Customer will be provided with an electronic receipt of payment, where Customer has provided his/her email address.
Charges for Services with recurring monthly charges shall commence on the date of the initial activation of the Service and Customer will be billed, in advance for the month, on that same day of the month (eg. 1st), each month. All Services with recurring Charges require pre-authorized payment by credit card or pre-authorized debit payments. Customer gives Portal Network Co. authority to charge his/her credit card or bank account on the first and then each successive billing date.
Charges for Services that are usage based, such as long distance charges, or other fees that are not billed in advance, will be charged monthly, in arrears, to Customer’s credit card or bank account.
Customer shall notify Portal Network Co. of any changes to your bank account, billing address, credit card number or expiration date. If credit card or pre-authorized payment is not honoured for any reason, and if alternative billing has not been established, the Customer Account and the Services may be suspended until payment is received. Portal Network Co. shall not be liable for any costs, damages, delays, interruptions or claims arising from any suspension of any Service caused by non-payment by the Customer.
Customer is liable for all Charges to your account, including shipping and handling, applicable taxes, interest on overdue amounts, and charges for returned cheques, none of which are included in the Charges.
All bills and receipts will be sent to Customer electronically at the current email address provided by Customer in the Customer Account. Customer is responsible to keep such email address up to date with Portal Network Co.
Any underbilled or unbilled Charge shall be payable by Customer when correctly billed. Portal Network Co. may bill for Charges up to one (1) year from the date the Charge was incurred.
Interest will accrue on any amount not paid for thirty (30) days following the billing date, as and from the billing date at a rate of 2% per month (26.82% per annum) or the maximum legal rate, if less.
Additional charges, such as third party charges incurred by Portal Network Co. for the Customer in connection with the Services are subject to change and Portal Network Co. reserves the right to pass on such charges to the Customer. In the event Portal Network Co., at the request of the Customer, incurs unusual expenses in the provision of a Service to the Customer, for example and without limitation, for special construction, the Customer shall be notified and shall approve such expenses and then shall be liable for such expenses.
If the Customer has any disputes concerning any Portal Network Co. Charges, it shall make full payment of the undisputed portion of the Charges and shall give written notice to Portal Network Co. within thirty (30) business days of the billing date, together with any supporting documentation substantiating the disputed amount. After that time, the Customer will be deemed to have agreed to the Charges and will have no right to challenge any element of the Charges. Portal Network Co. will endeavor to resolve a dispute within thirty (30) business days after Portal Network Co. receives written notice of the dispute from the Customer. Any dispute resolved in favour of the Customer shall be credited to the Customer’s account on the next invoice following resolution of the dispute. Any disputed amounts determined to be payable to Portal Network Co. will be due within five (5) business days of the resolution of the dispute. The Customer must pay any undisputed Charges and subsequent Charges in accordance with this Agreement.
Administrative charges may be levied for administration or account processing activities in connection with your Customer Account, including as a result of the following: collection efforts and legal fees related to any unpaid Charges, returned or rejected payments, and restoration of Service.
Portal Network Co. reserves the right to check the credit history of Customer. Customer consents to such credit checks and shall provide all necessary information to complete such credit checks.
Upon notice to Customer, Portal Network Co. may assign, change or remove a credit limit on the Customer Account. Services may be suspended, at any time, if Customer’s outstanding balance for Charges or any other amounts owing to Portal Network Co. exceed this credit limit. Recurring Charges continue to apply during any suspension of Services.
Portal Network Co. may require a deposit at any time or impose other payment or credit requirements at any time and on such terms as determined in Portal Network Co.’ sole discretion. For example, for Services with recurring charges, Customer will be required to pay the last month’s charges in advance as a deposit. Customer will not earn any interest on any deposits or other payments held by Portal Network Co. If Customer’s Service is terminated, Portal Network Co. will apply any deposits or other payments against the outstanding final balance on the Customer Account.
Resale and Restrictions on Use
The Customer may make use of the Services solely for his/her own personal, residential use The Customer shall not transfer or resell the Services, or otherwise make the Services available to third parties for value.
The Customer shall ensure that Customer and anyone allowed by Customer to use the Service (collectively, the “End Users”) comply with the terms of this Agreement, the applicable Schedules and Portal Network Co.’ Acceptable Use Policy which can be found at on the Service Schedule and Service website The Customer shall be responsible for the End Users’ use of the Services and the content of End User information passing through the Services to the same extent as the Customer would be liable hereunder.
The Customer will not, nor will it permit others or assist others to, tamper with, alter or rearrange the Services or the Portal Network Co. Facilities required to provide the Services, or otherwise abuse or fraudulently use the Services, including, without limitation, using the Services:
10.3.1. in any manner which interferes with the Portal Network Co. Facilities or access thereto by other persons;
10.3.2. contrary to reasonable instructions communicated to the Customer by Portal Network Co.;
10.3.3. for any purpose or in any manner, directly or indirectly, in violation of applicable laws or in violation of any third party rights; or
10.3.4. in a manner to avoid the payment of Charges.
Notwithstanding anything to the contrary herein, if in Portal Network Co.’ sole judgment, the Customer or the End Users violate this Article, and such violation or failure to comply poses an immediate threat of harm to or destruction of Portal Network Co. Facilities or Services, violates existing law or regulation, or puts Portal Network Co. Facilities or Services at risk with its providers of network services or other customers, Portal Network Co. shall have the right to immediately take any and all steps reasonably necessary to remove such threat, including but not limited to suspension or termination of the Services immediately and without notice.
The Customer shall indemnify and hold harmless Portal Network Co. for illegal activities caused by the Customer and End Users using Portal Network Co. Facilities and/or the Services. Portal Network Co. shall not: (i) have any obligation or liability to the Customer or any third party for any unlawful or improper use of the Services by Customer or an End User; nor (ii) have any duty or obligation to exercise control over the use or the content of information passing through the Services.
The Customer shall be solely responsible for the following:
11.1.1. Maintaining the security and privacy of the Customer’s property and Customer’s transmissions using the Services, or the Portal Network Co. Facilities; and
11.1.2. Protecting against any breaches of security or privacy or other risks involved in installing, using, maintaining or changing the Services or the Portal Network Co. Facilities
Term and Termination
The Services will be provided for the period and pursuant to the terms set out in the applicable Schedules (the “Service Term”). The Schedules will be renewed for the period set out in the applicable Schedule (the “Renewal Period”) on the same terms and conditions set forth therein unless either party gives the other party written notice of its intention to terminate the applicable Schedule thirty (30) days prior to the expiry of the Service Term or the then current Renewal Term, as the case may be. This Agreement, as it applies to a Schedule, will continue so long as any Service Term under a Schedule remains in effect.
Without incurring liability, Portal Network Co. may suspend, restrict or terminate any or all Services:
12.2.1. if the Customer fails to pay any undisputed amount when due and has not remedied such breach for a period of ten (10) business days from the due date;
12.2.2. at any time if the Customer breaches a material obligation of this Agreement and/or a Schedule, which would include a violation of the restrictions on use or the Acceptable Use Policy referred to herein;
12.2.3. immediately if Customer commits an act of bankruptcy or insolvency, is placed into liquidation or receivership, passes a resolution for its winding up (otherwise than for the purpose of amalgamation or reconstruction) or makes any assignment or arrangement for the benefit of its creditors; or
12.2.4. immediately where any law or court order or other authority prohibits Portal Network Co. from furnishing such Services.
Customer may terminate this Agreement by notice in writing to Portal Network Co.:
12.3.1. if Portal Network Co. breaches a material obligation of this Agreement and has not remedied such breach within thirty (30) business days of receipt of the written notice; or;
12.3.2. immediately if Portal Network Co. commits an act of bankruptcy or insolvency, is placed into liquidation or receivership, passes a resolution for its winding up (otherwise than for the purpose of amalgamation or reconstruction) or makes any assignment or arrangement for the benefit of its creditors;
Upon termination or expiration of this Agreement:
12.4.1. all amounts owing by the Customer shall immediately become due and payable;
12.4.2. the Customer shall immediately cease using the Services;
12.4.3. the Customer shall return to Portal Network Co., at the Customer’s expense, and make no further use of, any Portal Network Co. Facilities or rental Equipment at the Customer’s premises or in the Customer’s control, or any copies of any documentation or material or confidential information relating to the Services in the Customer’s possession or control.
Termination of a Schedule and/or this Agreement through any means for any reason shall not relieve either party of any obligation accrued prior to such termination.
With respect to a Service that has a fixed Service Term, if the Customer terminates the Service under a the Service Schedule or this Agreement, without cause, or if Portal Network Co. terminates this Agreement or a Schedule for cause, the Customer shall pay to Portal Network Co., as liquidated damages and not as a penalty, an amount which is equal to the sum of:
the greater of 50% of (i) the average monthly charges for the terminated Service(s) (as determined over the previous three months) multiplied by the number of months remaining in the Service Term from the effective date of termination or (ii) if applicable, the minimum monthly commitment for the terminated Service(s) for the balance of the Service Term (prorated, in the case of a yearly minimum monthly commitment) calculated from the effective date of termination;
any cost which Portal Network Co. is liable to continue to pay to third parties for the remainder of the applicable Service Term incurred by Portal Network Co. with the knowledge and/or approval of the Customer for the provision of the terminated Service(s); and
a lump sum representing the aggregated total of any installation, one-time or monthly recurring charges associated with the terminated Service(s) which have been waived or discounted by Portal Network Co. in consideration of the Customer’s commitment to the Service Term for such Service(s). The Customer acknowledges that the termination fees described in this Agreement represent liquidated damages and not a penalty
The Customer does not have property rights in dial numbers and in some cases “IP” numbers or domain names assigned to them. Portal Network Co. may change such numbers or domain names assigned to the Customer provided that Portal Network Co. is requested to do so by a legal or regulatory authority, including without limitation, the Canadian Radio-television and Telecommunications Commission (CRTC), the Federal Communications Commission (FCC) or a court order, and provided that Portal Network Co. promptly notifies the Customer of any such action.
Any software and accompanying documentation provided by Portal Network Co. to the Customer remains the property of Portal Network Co. or its licensors. The Customer shall take reasonable steps to protect such software or documentation from theft, loss or damage. The Customer must review and agree to any applicable end user license agreement (provided separately or in a Service Schedule) before installing or using the software or documentation. Unless otherwise provided in the applicable end user license agreement, all software licenses will terminate upon termination of this Agreement.
Portal Network Co. DOES NOT GUARANTEE ERROR-FREE OR UNINTERRUPTED OPERATION OF THE SERVICES NOR SHALL IT BE LIABLE FOR ANY FAILURE, BREAKDOWN, INTERRUPTION OR DEGRADATION IN A SERVICE OR IN THE NETWORK OR ANY OTHER NETWORK OR CONNECTION INVOLVED IN THE PROVISION OR USE OF SERVICES WHATEVER THE CAUSE OF SUCH FAILURE, BREAKDOWN, DEGRADATION OR INTERRUPTION AND HOWEVER LONG IT LASTS. NEITHER Portal Network Co. NOR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES MAKES ANY WARRANTIES, REPRESENTATIONS ,CONDITIONS OR GUARANTEES OF ANY NATURE WHATSOEVER REGARDING ANY SERVICE, PRODUCT EQUIPMENT OR Portal Network Co. FACILITIES PROVIDED BY Portal Network Co. TO THE CUSTOMER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO: (I) FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY WITH RESPECT TO THE SERVICES; (II) NETWORK TRANSMISSION CAPACITY; (III) THE SECURITY OF ANY TRANSACTION; (IV) THE FAULT TOLERANCE OF THE SERVICES OR THE SUITABILITY OF SAME FOR HIGH RISK ACTIVITIES; OR (V) THE RELIABILITY OR COMPATIBILITY OF THE Portal Network Co. FACILITIES AND EQUIPMENT OR SOFTWARE OF THIRD PARTIES WHICH MAY BE UTILIZED BY Portal Network Co. IN PROVIDING, OR BY THE CUSTOMER IN USING, THE SERVICES, AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, ARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED. THE CUSTOMER ACKNOWLEDGES THAT IS HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE MADE BY Portal Network Co.
Limitation of Liability
For the purposes of this Article 15 and Articles 16 and 17 , “Portal Network Co.” shall include Portal Network Co., any affiliated or subsidiary companies of Portal Network Co., and the directors, officers, employees, consultants, contractors and agents of all of them.
Except with regard to direct damages to real or tangible personal property, or for bodily injury or death proximately caused by Portal Network Co.’ negligence, Portal Network Co.’ entire liability to the Customer, the End Users or any third party in connection with the Services(s), the Equipment and Portal Network Co. Facilities or the provision or non-provision thereof is limited to the Customer’s proven direct damages, such amount not to exceed per claim (or in the aggregate during any three (3) month period) the amount paid by the Customer for one month of the affected Service(s)) (such amount to be based on average monthly charges paid by the Customer over the six (6) months prior to the month in which the damages was incurred or the length of the Agreement, whichever is less).
Without limiting the generality of the foregoing, Portal Network Co. shall not be liable for:
defamation or copyright or trademark infringement or the violation of any third party rights arising from the use of the Services or material transmitted or received over Portal Network Co.’ network;
infringement of patents arising from combining or using Customer or End User equipment with the Services or Portal Network Co. Facilities;
any act or omission of any connecting carrier, underlying carrier, local exchange telephone company, local access provider, or acts or omissions of any other providers of connections, facilities (including equipment), or service other than Portal Network Co.’, which are used by Portal Network Co., the Customer or the End Users under this Agreement;
delays with respect to the installation of Services or the transfer of existing Services;
capacity shortages not directly caused by Portal Network Co.;
any unauthorized use of the Services;
Service interruptions, errors, delays or defects in transmission or failure to transmit caused by power fluctuations or power failure at the Customer’s or the End Users’ location(s);
Service interruptions, errors, delays or defects in transmission or failure to transmit caused by Portal Network Co. in the performance of system or emergency maintenance under Section 5.2 hereof; or
Service interruptions, errors, delays or defects in transmission or failure to transmit caused by an act of God, fortuitous event, war, insurrection, riot, strike, walkout, lockout or other labour unrest affecting Portal Network Co. or its suppliers, storm, fire, flood, explosion, lightning, government restraint, delays in producing supplies, shortages of suitable labour, equipment or materials, power shortages or interruptions or any other event beyond the reasonable control of Portal Network Co.
UNDER NO CIRCUMSTANCES SHALL Portal Network Co. BE LIABLE FOR ANY LOSS, COST, CLAIM OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, LOST SAVINGS, LOST PROFITS, DAMAGES FOR HARM TO BUSINESS, ANTICIPATED REVENUE OR LOST REVENUE OR THE LOSS OF ANY DATA/INFORMATION) SUFFERED OR INCURRED BY THE CUSTOMER OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO THE END USERS) AND ARISING OUT OF ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE SERVICES OR OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE SERVICES WHETHER OR NOT Portal Network Co. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Portal Network Co. will not be liable for any damages arising out of or relating to: facilities, equipment, software, applications, services or content provided by the Customer, the End Users or third parties; unauthorized access to or theft, alteration, loss or destruction of the Customer’s, the End User’s or third parties’ applications, content, data, programs, information, network or systems by any means (including without limitation viruses); or any act, omission or failure of the Customer.
In no event shall Portal Network Co. be liable for the use of the Services by the Customer, the End Users or any third party for unlawful or illegal purposes.
These limitations of liability shall apply regardless of the form of action, whether in contract, warranty, strict liability, or tort, including without limitation negligence of any kind, whether active or passive, or any combination thereof, and shall survive failure of an exclusive remedy.
Liability of the Customer
For the purposes of this Article and Articles 16, 17 [?] and 18, “Customer” shall include the Customer and any affiliated or subsidiary companies of the Customer, and the directors, officers, employees, consultants, contractors and agents of all of them.
The Customer shall be liable to Portal Network Co. for all damages caused to real or tangible personal property, or for bodily injury or death caused by the Customer or an End User.
UNDER NO CIRCUMSTANCES SHALL THE CUSTOMER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS OR LOST REVENUES, WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF SUCH DAMAGES.
The Customer shall defend, indemnify and hold harmless Portal Network Co. from and against all damages, liabilities, obligations, losses, injuries, claims, demands, penalties, costs and expenses (including reasonable legal fees and disbursements) arising from any and all claims by any person, including without limitation any End User, based on: the content of any transmissions by the Customer or any End User using the Services; the use of the Service by the Customer or any End User, including without limitation, in contravention of the restrictions outlined in Article 4; the Customer’s or a End User’s facilities or connections provided by the Customer or a End User; or the breach by the Customer or any End User of any term, condition or warranty of the Agreement.
Confidentiality of information & Privacy
Unless the Customer provides express consent or disclosure is required pursuant to a legal power, all information kept by Portal Network Co. regarding the Customer, other than the Customer’s name, address, and listed telephone number, is confidential and may not be disclosed by Portal Network Co. to anyone other than
a person who, in the reasonable judgment of Portal Network Co., is seeking the information as an agent of the Customer;
another telephone company, provided the information is required for the efficient and cost-effective provision of telecommunication service and disclosure is made on a confidential basis with the information to be used only for that purpose;
a company involved in supplying the Customer with telephone or telephone directory related services, provided the information is required for that purpose and disclosure is made on a confidential basis with the information to be used only for that purpose;
an agent retained by Portal Network Co. to evaluate Customer’s creditworthiness, to assist in the collection of the Customer’s account, or to perform other administrative functions, provided the information is required for and is to be used only for that purpose;
a law enforcement agency whenever Portal Network Co. has reasonable grounds to believe that the Customer has supplied false or misleading information or is otherwise involved in unlawful activities;
a public authority or agent of a public authority, for emergency public alerting purposes, if a public authority has determined that there is an imminent or unfolding danger that threatens the life, health or security of an individual and that the danger could be avoided or minimized by disclosure of information; or
an affiliate, agent or contractor of Portal Network Co. involved in supplying the Customer with telecommunications and/or broadcasting services, provided the information is required for that purpose and disclosure is made on a confidential basis with the information to be used only for that purpose.
For certain Services that are provided in conjunction with a specified branding partner, Portal Network Co. may share information with the branding partner in order to offer customers products and services that they may find attractive. In the Service Schedule, Customer shall be informed about the branding partner and Customer’s consent shall be sought for the collection, use, and disclosure of Customer’s personal information by and between Portal Network Co. and the branding partner (and their respective affiliates, agents and contractors) for the following purposes:
to provide a positive Customer experience, and deliver, bill for, and collect payment for products and services;
to understand Customer requirements and preferences and make information available regarding products and services offered by Portal Network Co., the branding partner and their affiliates, agents and contractors;
Force Majeure. Portal Network Co. will not be liable to the Customer by reason of any failure in performance under this Agreement (other than a failure to pay money) if such failure arises out of causes beyond the reasonable control of Portal Network Co., provided Portal Network Co. makes reasonable efforts to limit or remedy such effect. Such causes may include, but are not limited to, acts of God, acts of the public enemy, acts of civil or military authority, fires, strikes, unavailability of energy source, delay in transportation, riots or war.
Notice. Any communication required to be given under this Agreement must be given in writing and either delivered personally, or sent by prepaid registered post, overnight and/or express courier, or facsimile or other electronic communication to the person at the relevant address detailed as follows:
Portal Network Co.
200 Bathurst Drive
Waterloo, ON N2V 2L7
The Customer: as set out in the applicable Schedule or to such other person or address as notified in writing by a party from time to time. Any notice or other communication is deemed to be received:
if delivered personally or by overnight and/or express courier, on delivery;
if sent by prepaid registered post, five (5) business days after the date of posting unless actually received earlier;
by facsimile or electronic communication, the day following transmission.
Governing Law. This Agreement shall be governed by the laws of Ontario and the laws of Canada applicable therein, without reference to its principles of conflict of laws, and the parties shall attorn to the jurisdiction of the Courts of Ontario for all matters arising under this Agreement.
Entire Agreement. This Agreement together with all schedules attached hereto from time to time contains the entire contractual arrangements between the parties with respect to the subject matter of this Agreement and supersedes all other communications, negotiations, correspondence, arrangements, understandings, or representations, oral or written, between the parties relating to same.
Severability. Any provision of this Agreement that is unenforceable at law will be ineffective to the extent of such unenforceability without invalidating the remaining provisions of this Agreement. It is the intention of the parties that any provision found to be illegal or unenforceable should not be terminated but should be amended to the extent necessary to render it valid and enforceable.
Relationship of Parties. The relationship between Portal Network Co. and the Customer is that of independent contractors. Neither this Agreement nor the provision of Services by Portal Network Co. creates, nor shall be deemed to create, an agency, partnership, joint understanding or joint venture between Portal Network Co. and the Customer. The Customer does not have, and will not hold itself out as having, any authority to act for or create any obligation of, or make any representation on behalf of or in the name of, Portal Network Co. No agents or employees of the Customer shall be deemed to be agents or employees of Portal Network Co.
Waiver. No failure by Portal Network Co. to exercise any right under this Agreement or to insist upon full compliance by the Customer with its obligations under this Agreement will constitute a waiver of any provision of this Agreement.
Assignment. Customer may not assign this Agreement without the prior written consent of Portal Network Co. This Agreement will be binding upon, and will enure to the benefit of, the parties and their respective successors and permitted assigns.
Order of Preference. In the event of conflict between this Agreement and any other Schedule attached hereto by reference, the terms and conditions of the applicable Schedule will prevail to the extent of the conflict.
This Agreement has been drawn up in the English language at the express request of the parties.
Modifications The terms of this Agreement, including fees, charges, features, content or any other aspects of a Service, may change at any time and without prior notice. The Customer is responsible for frequently reviewing this Agreement posted on Portal Network Co.’ web site to obtain timely notice of any such changes.
Contacts and Questions? If you have any questions about this Agreement, please e-mail Portal Network Co. at info[at]portal.net.co
ACCEPTABLE USE POLICY
When using Portal Network Co.’ Internet access services, PBX systems, phone services, hosting services, internetworking services, or any other message, portal, dashboard or communication services that may be available to the Customer on or through Portal Network Co. (collectively, the ” Services”), the Customer is prohibited from engaging in certain activities which include, but are not limited to, those described in this Acceptable Use Policy. For the purposes of this Acceptable Use Policy, “Portal Network Co.” means Portal Network Corporation and its affiliates and subsidiaries. A “Customer” is an individual or organization that has a service agreement or contract with Portal Network Co. for use of the Services, or otherwise uses the Services. 1. Consequences of Breach of this Acceptable Use Policy If the Customer engages in any of the prohibited activities described below it may, at the sole discretion of Portal Network Co. and without notice to the Customer, result in the immediate (1) restriction, suspension or termination of the Customer’s use of the Services without compensation to the Customer, (2) blocking or filtering of the Customer’s content, data or materials, (3) application of complaint processing fees, disconnection fees and additional service charges to the Customer’s account, (4) deletion of the Customer’s content, data or materials from Portal Network Co.’ servers, or (5) involvement of law enforcement agencies. Such activities may also result in civil or criminal liability. The foregoing applies notwithstanding any language or term to the contrary contained in any agreement that the Customer may have with Portal Network Co. The Customer is responsible for use of the Services by any third party who directly or indirectly utilizes the Services provided by Portal Network Co. to the Customer, whether or not such use has been authorized by the Customer. 2. Disclaimer and Assumption of Risk Notwithstanding this Acceptable Use Policy, the Customer makes use of the Services at its own risk. These risks include, among other things, credit card theft, identity theft, fraud, solicitation, stalking, invasion of privacy, unwanted receipt of offensive or obscene material, trespass to chattels or denial of service attacks. Portal Network Co. expressly disclaims any obligation to monitor its Customers and other users with respect to violations of this Acceptable Use Policy. Portal Network Co. accepts no responsibility, whether in contract, tort or otherwise for any damage sustained by the Customer or any users in using the Services. 3. Cooperation with Other Providers and Law Enforcement Authorities Portal Network Co. may cooperate with other on-line service providers to discourage and resist abuses of acceptable use policies. Portal Network Co. reserves the right to report illegal activities to governmental authorities and to assist them in any prosecution. 4. Criminal Offences While using the Services, the Customer is prohibited from posting, uploading, reproducing, distributing or otherwise transmitting information or materials where such activity constitutes a criminal offence or from otherwise engaging in or assisting others to engage in any criminal offence including, but not limited to, those offences listed below:
Unauthorized use of a computer
Mischief in relation to data
5. Civil Offences and Violations of the Rights of Others While using the Services, the Customer is prohibited from posting, uploading, reproducing, distributing or otherwise transmitting information or materials where such activity gives rise to civil liability or from otherwise violating the rights or assisting others to violate the rights of Portal Network Co. or any third party, including, but not limited to, the violations listed below:
Misappropriation of trade secrets
6. Other Prohibited Activities While using the Services, the Customer is prohibited from engaging in or assisting others to engage in any activity that: (1) violates applicable policies, rules or guidelines of Portal Network Co. or other on-line service providers, (2) disrupts or threatens the integrity, operation or security of any Service or any computer or Internet system, (3) elicits complaints from other Internet users or Internet service providers, (4) is contrary to any law or regulation, or (5) is otherwise objectionable. Examples of such prohibited activity include, but are not limited to:
Scanning or probing another computer system
Obstructing or bypassing computer identification or security procedures
Engaging in unauthorized computer or network trespass
Maintaining a relay service open to the general public
Engaging in denial of service attacks
Posting, uploading, reproducing, distributing or otherwise transmitting any data, information or software that constitutes a virus, trojan horse, worm or other harmful or disruptive component
Exporting equipment, software, or data outside of Canada or the U.S. in contravention of applicable export control legislation
Falsifying address information, modifying message headers to conceal the Customer’s identity or impersonating others, for the purpose of circumventing this Acceptable Use Policy
Posting, uploading, reproducing, distributing, otherwise transmitting, or collecting responses from unauthorized or unsolicited duplicative e-mail messages, junk or bulk e-mail messages, chain letters, newsgroup postings or other “spam”
Engaging in any conduct that directly or indirectly encourages, facilitates, promotes, relies upon or permits the foregoing prohibited activities including, without limitation, failing to implement reasonable technical or administrative measures to prevent spam, viruses and worms
7. Indemnification The Customer will indemnify and hold harmless Portal Network Co. from all demands, claims, proceedings, awards, action, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against Portal Network Co., which result from or relate to violation by the Customer of this Acceptable Use Policy. The Customer shall give Portal Network Co. prompt notice of any such demand, claim or proceeding that the customer is aware of. 8. Modifications The terms of this Acceptable Use Policy may change at any time and without prior notice. The Customer is responsible for frequently reviewing this Acceptable Use Policy posted on Portal Network Co.’s and/or Portal Network Co.’s web site to obtain timely notice of any such changes. 9. Contacts and Questions? If you have any questions about this Acceptable Use Policy or to report any Internet abuses, please e-mail Portal Network Co. at info[at]portal.net.co.
Commissioner for Complaints for Telecommunications Services (CCTS) CCTS is an independent agency whose mandate is to resolve complaints of individual and small business customers about their telecommunications services. If you have a complaint about your telephone, wireless, or Internet service, you must first try to resolve it directly with your service provider. If you have done so and have been unable to reach a satisfactory resolution, CCTS may be able to help you, free of charge. To learn more about CCTS, you may visit its website at www.ccts-cprst.ca or call toll-free at 1-888-221-1687.
SERVICE. Portal Network Co. will provide you with dedicated access to the Internet, subject to the terms and conditions set forth herein (the “Service”). Speeds on the various plans will vary depending on many factors, including but not limited to distance from the local service provider’s central office, internet congestion, upload and download speed of your destination server. Service is provided in conjunction with a circuit provider, which may be your local phone company. The circuit provider retains the right to cancel the service before or after installation at their sole discretion at any time. Although pre-qualification provides a good measure of certainty regarding service availability, it is not a guarantee of service. We recommend waiting until service is installed and tested for a few weeks before assuming that service will be available and of good quality.
PROVIDERS. The application of certain terms herein vary depending on whether the phone line or circuit for a Subscriber is AT&T (an “AT&T Subscriber”), Verizon (a “Verizon Subscriber”), or Covad (a “Covad Subscriber”). Portal Network Co. breaks out each phone line or circuit for a Subscriber by Networks. A Subscriber in “Network 1” or “Network 2” is a AT&T Subscriber, a Subscriber in “Network 3” or “Network 8” is a Verizon Subscriber, a Subscriber in “Network 4” is a Covad Subscriber, a Subscriber in “Network 6” is a Qwest Subscriber, and a Subscriber in “Network 13” is a Bell Canada Subscriber.
SUBSCRIBER INFORMATION. You acknowledge that you are eighteen (18) years of age or older, and you agree that you have the legal authority to enter into this Agreement and affirm that the information you supply to us is correct and complete. You understand that Portal Network Co. relies on the information you supply and that providing false or incorrect information may result in Service delays or the suspension or termination of your Service. You agree to promptly notify Portal Network Co. whenever your personal or billing information changes, including without limitation, your name, address, telephone number, and credit card number and expiration date, if applicable.
GENERAL PRICING AND FEES. Portal Network Co.’s prices are shown in the Pricing Schedule and you will be charged based on the Plan and Options you select during the ordering process. A Subscriber who selects a “Month to Month” Plan (a “Monthly Subscriber”) will pay the monthly price(s) listed on the Pricing Schedule corresponding to the Plan and Options chosen by such Monthly Subscriber at the time of order. However, such monthly prices are subject at any time to increase to Portal Network Co.’s then current prices. A Subscriber who selects a “1 Year Contract” Plan (an “Annual Subscriber”) will pay the monthly price(s) listed on the Pricing Schedule corresponding to the Plan and Options chosen by such Annual Subscriber at the time of order. Such monthly prices for Annual Subscribers are guaranteed for the initial twelve (12) month Term. Following the initial twelve (12) month Term, an Annual Subscriber will automatically become a Monthly Subscriber and will pay Portal Network Co.’s then current prices, subject to increase as described above, unless such Subscriber registers for a new “1 Year Contract” Plan at such time, to the extent available. An Annual Subscriber may upgrade or downgrade their DSL Service to a different speed plan during their initial (12) month Term. Any such Annual Subscriber so upgrading or downgrading may, at the time of upgrade or downgrade, select either (a) a “Month to Month” rate, in which case such Subscriber shall continue to be subject to all of the terms and conditions of this Agreement for the remainder of such Subscriber’s initial twelve (12) month Term and following such initial Term, such Subscriber will automatically become a Monthly Subscriber and will pay Portal Network Co.’s then current prices, subject to increase as described above, unless such Subscriber registers for a new “1 Year Contract” Plan at such time, to the extent available or (b) a “1 Year Contract” Plan, in which case such Subscriber’s initial twelve (12) month Term shall restart on the date of such upgrade, provided that such Subscriber shall continue to be subject to all of the terms and conditions of this Agreement for the period prior to such upgrade or downgrade. In addition to regular fees set forth in the Pricing Schedule, you agree to pay all other charges, including but not limited to applicable taxes, network usage and surcharges, including charges imposed against Portal Network Co. by third party providers that it passes on to you. The taxes and surcharges may vary on a monthly basis; any variations will be reflected in your monthly charge. Texas Residents are also subject to an Internet Tax on all monthly services of eight and three-tenths percent (8.3%) after the first twenty-five dollars ($25.00). Canada residents are subject to any applicable GST, PST or HST taxes. When possible, Portal Network Co. will break out such charges on the monthly invoice. You may change your plan speed at any time. A One Hundred seventy-five dollar ($175.00) fee will apply to any Covad Subscriber terminates there circuit before the end of the 1 year minimum term.
SETUP AND ACTIVATION FEES. Upon entering into this Agreement, a non-refundable setup fee may apply to Subscribers.
PAYMENT, LATE FEES AND OTHER CHARGES. There is no money back guarantee for any Services unless specifically written in a special one time promotion. There are no pro-rated refunds for unused time. Unless otherwise stated in the Pricing Schedule, Portal Network Co. will invoice Subscribers monthly. Invoices will be on a full calendar month basis. New Subscribers who enter into this Agreement after the first day of any month will be billed on a pro-rated basis for their first month of Service and thereafter on a full calendar month basis. Subscribers agree to pay within twenty (20) days from receipt of an invoice. If a Subscriber does not pay an invoice within such twenty (20) day period, Portal Network Co. may deny, discontinue or otherwise suspend such Subscriber’s Service until full payment is received. Subscribers are responsible for paying monthly subscription fees while Services are suspended due to non-payment. All accounts suspended for non-payment may be subject to a re-activation fee. Any account which goes into collection status will be transferred to a collection agency and may incur a processing fee and all other applicable fees and charges. Subscribers must pay a service charge on all returned checks, disputed credit cards, and credit card chargebacks. Past due accounts may accrue a monthly charge based on the past due balance.
EQUIPMENT. Portal Network Co. will provide a AT&T, Verizon, Covad, Qwest or Bell Canada Subscriber with the free use of a modem. A use tax may be applicable based on your location. Subscriber must return to Portal Network Co. the complete modem kit in a useable condition at Subscriber’s expense within thirty (30) days of termination of the Service by Subscriber or Portal Network Co. Subscriber must pay a modem fee plus applicable taxes to purchase any modem Subscriber does not return to Portal Network Co. in working condition within such thirty (30) day period.
SOFTWARE. In connection with our provision of the Service, we may provide to you, via download, CD, other media, or other delivery method, the use of certain software which is owned by Portal Network Co. or its third party licensors, providers and suppliers, and which may be provided free or for a fee, including client and/or network security software (the “Software”). We reserve the right to update or change the Software from time to time and you agree to cooperate in performing such steps as may be necessary to install any updates or upgrades to the Software. You may use the Software only as part of or for use with the Service and for no other purpose. The Software may be accompanied by an end user license agreement from Portal Network Co. or a third party. Your use of the Software is governed by the terms of that license agreement and by this Agreement, where applicable. You may not install or use any Software that is accompanied by or includes an end user license agreement unless you first agree to the terms and conditions of the end user license agreement
TERM. This Agreement is effective upon Subscriber’s acceptance as provided above and shall continue until terminated by Subscriber or Portal Network Co. pursuant to this Agreement. Each Monthly Subscriber is on automatically renewing monthly terms beginning on the first day of each calendar month (or, for the first monthly term, the full or partial month beginning with Subscriber’s acceptance as provided above). An Annual Subscriber is on a twelve (12) month term beginning on the day such Subscriber accepts the terms of this Agreement as provided above. An Annual Subscriber who upgrades or downgrades to a “Month to Month” rate during their initial twelve (12) month Term pursuant to section 4, shall continue to be on the same twelve (12) month Term. An Annual Subscriber who upgrades or downgrades to a “1 Year Contract” Plan during their initial twelve (12) month Term pursuant to section 4, shall begin a new initial twelve (12) month Term on the date of such upgrade. Following the initial twelve (12) month Term, an Annual Subscriber will automatically become a Monthly Subscriber.
TERMINATION BY SUBSCRIBER. Subscriber may terminate this Agreement at any time for any reason by providing Portal Network Co. with a thirty (30) day written notice in the form of a valid written termination request and paying all fees and other charges accrued or otherwise payable under the terms of this Agreement. Such thirty (30) day period begins on the date on which Portal Network Co. receives Subscriber’s valid written termination request. A Monthly Subscriber’s termination will be effective on the later of (a) the end of last day of the calendar month during which such thirty (30) day period ends (e.g., a valid written termination request received by Portal Network Co. any time during January will result in termination effective at the end of February) or (b) the end of last day of the calendar month requested by the Monthly Subscriber. An Annual Subscriber’s termination, if received by Portal Network Co. at least thirty (30) days prior to the end of their twelve (12) month term, will be effective at the end of such twelve (12) month term, unless such Annual Subscriber requests an earlier date. Notwithstanding the foregoing provisions of this section, if Portal Network Co. receives a written termination request from a Subscriber, Portal Network Co. may, in its sole discretion, terminate this Agreement on a date earlier than the date otherwise prescribed by this section. If this Agreement is terminated prior to the end of an Annual Subscriber’s twelve (12) month term, such Annual Subscriber must pay, in addition to all fees and other charges accrued or otherwise payable under the terms of this Agreement, an early termination fee in the amount of two hundred and fifty dollars ($250.00) (“Early Termination Fee”). In the event an Annual Subscriber terminates this Agreement prior to the end of their twelve (12) month term because of a service-related problem not caused by the Subscriber that Portal Network Co. has failed to cure after what Portal Network Co. determines in its sole discretion to be a reasonable amount of time based on the circumstances, the Subscriber is entitled to a waiver of the Early Termination Fee. For such waiver to apply, the reason for the waiver stated above must have occurred before termination and the Subscriber must report such reason for termination to Portal Network Co. in its valid written termination request. Portal Network Co. must in turn be given the opportunity to resolve the problem and the Subscriber must be willing to troubleshoot with Portal Network Co. as well as be available for and authorize the dispatch of a network provider technician. Portal Network Co. does not monitor Subscriber accounts for activity, and absence of activity or cancellation of a Subscriber’s telephone number will never constitute a termination request. A written termination request is valid only if it includes your DSL phone number, main username, date you wish the service to be cancelled and the reason for canceling and is submitted via email to support[at]portal.net.co, or through a support ticket in your online portal.
TERMINATION BY Portal Network Co. If, in Portal Network Co.’s sole discretion, (a) a Subscriber is in breach of any of the terms of this Agreement (including but not limited to the Acceptable Use Policy); (b) a Subscriber’s use of the Service is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Service, Portal Network Co.’s servers or other equipment, or the use and enjoyment of other users; (c) a Subscriber acts in an abusive or menacing manner when dealing with Portal Network Co.’s technical support staff, customer service staff or any other Portal Network Co. employees or representatives; (d) Portal Network Co. receives an order from a court to terminate a Subscriber’s Service; or (e) Portal Network Co. for any reason ceases to offer the Service, then Portal Network Co. at its sole election may terminate or suspend such Subscriber’s Service immediately without notice. For a termination in accordance with this paragraph, Subscriber remains liable for all unpaid fees and other charges accrued or otherwise payable under the terms of this Agreement, including without limitation the Early Termination Fee and equipment charges set forth herein, if applicable.
TERMINATED SUBSCRIBER. Portal Network Co., in its sole discretion may refuse to accept a Subscriber’s application for renewal or resubscription following a termination or suspension of such Subscriber’s use of the Service. If a Subscriber’s Service is terminated for any reason, such Subscriber, upon approval by Portal Network Co., may enter into a new Agreement and must pay a new setup or activation fee as provided above. Upon the termination of a Subscriber’s use of the Service, Portal Network Co. has the right to immediately delete all data, files and other information stored in or for the Subscriber’s account without further notice to the Subscriber.
SPEED OF SERVICE. Speed rate depends upon the Subscriber’s Plan and line capabilities (e.g., loop length, line condition, gauge of copper wire and Phone Company provisioning). The maximum speed for ADSL is stated under optimal conditions and may vary significantly. Speeds are subject to a 20% overhead (e.g., 768k stated speed = 768k times 80% throughput = 614k actual speed). Minimum speeds are offered for a AT&T Subscriber and are based on the package’s listed minimum speed minus 20% overhead (e.g., 384-1500k/128-256k stated speed = 384k times 80% throughput = 307k actual speed.) Actual speeds that fit the 80% of the minimum throughput criteria are considered acceptable. A Verizon, Covad or Qwest Subscriber has no minimum speeds. All Services are provided on an AS IS basis and throughput speeds are not guaranteed.
EASY ISP CHANGE FOR AT&T OR VERIZON SUBSCRIBERS. Completing the AT&T or Verizon ISP change form authorizes AT&T or Verizon to terminate DSL service with your current Internet service provider and further authorizes AT&T or Verizon to establish DSL service with Portal Network Co. Opting to use the ISP change process will reduce or eliminate the amount of downtime that you may experience when switching from your current Internet service provider to Portal Network Co. Most Subscribers experience less than twenty four (24) hours of downtime during this process but overall downtime can be between zero (0) and four (4) business days. You are responsible, and you hold Portal Network Co. harmless, for any and all early termination, cancellation or other fees, charges or obligations resulting from your change of Internet service provider.
INSTALLATION. Unless otherwise requested by the Subscriber, the first available installation date will be provided. Any installation date provided to a Subscriber is only an estimate and is no way a guaranteed installation date. Subscribers understand and agree that circumstances may arise which delay a Subscribers estimated installation date and any such delay will not be considered a breach of this Agreement by Portal Network Co. Payment for your initial month’s service (and if applicable: setup fees, installation fees, and equipment) must be received prior to your turn-on date in order for your setup instructions and IP information to be released to you. If your payment is not received by your turn-on date, you will be responsible for the service fees even though your IP and setup information has not been provided to you. A Subscriber’s computer must be equipped with an Ethernet Network Interface (NIC) card for proper DSL operation. Portal Network Co. does not include a PCI NIC card as part of the modem package.
SELF-INSTALLATION. Self-installation allows the Subscriber to install their DSL equipment. This option provides service to the minimum point of entry (“MPOE”) of your phone service. Your MPOE is normally located outside your building. Inside wiring and inside wiring repair is not included with this option. If inside wiring or inside wiring repair is required, you must contract with your circuit provider or other professional for such work at your own cost. Faulty inside wiring is not grounds for cancellation of your contract. Multi-line phones, phone systems, alarm system or special phone configuration may require a professional installation or special multi-line phone filters. Portal Network Co. does not provide nor is responsible for any special equipment including but not limited to a POTS splitter or multi-line phone filters. A required professional installation, need for special equipment in order to establish a connection or an incompatible phone line or phone system is not grounds for cancellation of your contract.
PROFESSIONAL INSTALLATION. Subscribers may request a Professional Installation from Portal Network Co. for a one-time fee. If Portal Network Co. does not offer a Professional Installation, then it is the Subscriber’s responsibility to hire a third party technician.
SUBSCRIBER SUPPLIED MODEM. If a Subscriber supplies their own modem, the Subscriber assumes the risk of service incompatibility. Incompatible Subscriber modems or other Subscriber equipment shall not relieve Subscribers from any of their obligations under this Agreement while troubleshooting defective or incompatible equipment even if Subscriber’s Service is down during such periods of troubleshooting.
SUBSCRIBER PREMISE EQUIPMENT. The PPPoE connection will allow one computer to use your DSL connection. Static IP accounts include a DSL bridge which can be used ahead of one computer or router provided by you. Portal Network Co. does not provide support for router(s). All packages include basic instructions and support.
TECHNICAL SUPPORT. Portal Network Co. assumes that the Subscriber has a basic understanding of their computer. Portal Network Co. will not train you in basic computer skills (e.g., deleting files or creating directories). Technical support is intended to facilitate the setup of your properly functioning computer system for access to our services. Your computer must recognize your modem or network card, and receive a dial tone or network link connectivity before any technical support will be dispensed. Our technical support staff is not trained to, has no obligation to and will not assist you in installing and/or troubleshooting modems, network cards, routers, complex network configurations or telephone lines, neither will they provide any technical assistance or support for any third party Software. Portal Network Co. is not responsible for connection problems due to a computer that is infected with viruses, spyware or malware. It is the Subscriber’s responsibility to initiate and be available for technical support during Portal Network Co.’s hours of operation. If a Subscriber wishes to utilize Portal Network Co.’s technical support, the Subscriber must be available to help troubleshoot the connection or computer setup. Portal Network Co. does not provide on-site technical support. However phone company technicians may be dispatched to troubleshoot the circuit with a Subscriber’s approval. The Subscriber is solely responsible for all charges involved with dispatching a technician to troubleshoot their line. For AT&T Subscribers and Verizon Subscribers, charges are currently sixty dollars ($60.00) per visit or truck roll which includes one-half (1/2) hour of work and thirty-five dollars ($35.00) for each additional one-half (1/2) hour of work. For Covad Subscribers, charges are currently ($175.00) per visit which includes one-half (1/2) hour of work. For Qwest Subscribers, charges are currently ($100.00) per visit which includes one-half (1/2) hour of work. For Bell Canada Subscribers, charges are currently Ninety dollars ($90.00) per visit and are only charged if Bell Canada is deemed not responsible for the repair issue. If Bell Canada is deemed responsible, then no charges will apply. All such charges are subject to change with no prior notice. Subscriber understands and agrees that any such technician or other person dispatched to troubleshoot Subscriber’s line is not an employee or agent of Portal Network Co. and Portal Network Co. is not liable for any damages, costs or expenses relating to or arising from any acts, errors or omissions by any such technician or other person.
MAINTAINING CURRENT TELEPHONE SERVICE. DSL service shares the Subscriber’s current telephone line and service. It is the Subscriber’s sole responsibility to maintain the phone line and phone number of original installation in continuous working order with the local phone company in order to receive the Services. A Subscriber who disconnects telephone service remains responsible for monthly service fees, Early Termination Fees and all other fees, charges and other obligations provided for in this Agreement. Any change in phone service will result in downtime while service is disconnected or reestablished.
IP ADDRESSES. Each Subscriber is allowed one (1) computer device per IP address. Upon expiration, cancellation or termination of this Agreement, a Subscriber must relinquish any IP addresses or address blocks assigned to them by Portal Network Co. Portal Network Co. may choose to assign any Subscriber a new IP address at any time.
ACCEPTABLE USE. Subscriber agrees to use the DSL Service in accordance with Portal Network Co.’s acceptable use policy (“Acceptable Use Policy”) published at http://portal.net.co/. Portal Network Co. reserves the right to make changes to the Acceptable Use Policy without notice.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE, EQUIPMENT AND SOFTWARE SUPPLIED HEREUNDER IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITH ALL FAULTS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT AND AS OTHERWISE SPECIFICALLY SET FORTH IN ANY MANUFACTURER WARRANTY FOR ANY SOFTWARE OR EQUIPMENT PROVIDED BY Portal Network Co. (BUT ONLY IF SUCH WARRANTY IS INCLUDED WITH SUCH SOFTWARE OR EQUIPMENT). Portal Network Co. (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AND AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES FOR THE SERVICE, SOFTWARE AND EQUIPMENT WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, NON-INTERFERENCE, TITLE, COMPATIBILITY OF COMPUTER SYSTEMS, INTEGRATION, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR ARISING UNDER STATUTE. NO ADVICE OR INFORMATION GIVEN BY Portal Network Co. OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY. USE OF Portal Network Co. TECHNICAL SUPPORT IS AT YOUR OWN RISK AND IS NOT WARRANTED.
Portal Network Co. DOES NOT WARRANT OR GUARANTEE THAT DSL SERVICE CAN BE PROVISIONED TO YOUR LOCATION, OR THAT PROVISIONING WILL OCCUR ACCORDING TO A SPECIFIED SCHEDULE, EVEN IF Portal Network Co. HAS ACCEPTED YOUR ORDER FOR DSL SERVICE. THE PROVISIONING OF DSL SERVICE IS SUBJECT TO CIRCUIT AVAILABILITY AND OTHER FACTORS, INCLUDING WITHOUT LIMITATION, LOOP LENGTH, THE CONDITION OF YOUR TELEPHONE LINE AND WIRING INSIDE YOUR LOCATION, AND YOUR COMPUTER/DEVICE CONFIGURATION AND CAPABILITIES, AMONG OTHER FACTORS. IN THE EVENT YOUR LINE IS NOT PROVISIONED FOR ANY REASON, NEITHER YOU NOR Portal Network Co. SHALL HAVE ANY DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN YOUR OBLIGATION TO RETURN ANY Portal Network Co. -PROVIDED EQUIPMENT, PURSUANT TO THE TERMS OF THIS AGREEMENT).
Portal Network Co. DOES NOT WARRANT THAT THE SERVICE, SOFTWARE OR EQUIPMENT PROVIDED BY Portal Network Co. WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT RATE, OR WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES, WORMS, OR THE LIKE. Portal Network Co. SHALL NOT BE LIABLE FOR LOSS OF YOUR DATA, OR IF CHANGES IN OPERATION, PROCEDURES, OR SERVICES REQUIRE MODIFICATION OR ALTERATION OF YOUR EQUIPMENT, RENDER THE SAME OBSOLETE OR OTHERWISE AFFECT ITS PERFORMANCE. Portal Network Co. MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED USING THE SERVICE, THE SOFTWARE, THE EQUIPMENT OR THE INTERNET. Portal Network Co. MAKES NO WARRANTY REGARDING THE CONTENT AND INFORMATION ACCESSED BY USING THE SERVICE, THE SOFTWARE, THE EQUIPMENT OR ANY LINKS DISPLAYED. YOU EXPRESSLY ASSUME ALL RISK AND RESPONSIBILITY FOR USE OF THE SERVICE, THE SOFTWARE, THE EQUIPMENT AND THE INTERNET GENERALLY. YOU AGREE NOT TO USE THE SERVICE, THE SOFTWARE OR THE EQUIPMENT IN ANY HIGH RISK ACTIVITIES WHERE DAMAGE OR INJURY TO PERSON, PROPERTY, ENVIRONMENT, OR BUSINESS MAY RESULT IF AN ERROR OCCURS.
IN NO EVENT SHALL Portal Network Co. (OR ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, OR AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS BE LIABLE FOR: (A) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OF REVENUE OR DAMAGE TO DATA ARISING OUT OF THE USE, PARTIAL USE OR INABILITY TO USE THE SERVICE, THE SOFTWARE OR THE EQUIPMENT, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY, EVEN IF Portal Network Co. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES, OR (B) ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY.
ALL LIMITATIONS AND DISCLAIMERS STATED IN THIS SECTION 30 ALSO APPLY TO Portal Network Co.’S THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS AS THIRD PARTY BENEFICIARIES OF THIS AGREEMENT.
ANY RIGHTS OR LIMITS STATED HEREIN ARE THE MAXIMUM FOR WHICH Portal Network Co. (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AND AFFILIATES), Portal Network Co.’S THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS ARE COLLECTIVELY RESPONSIBLE.
THE REMEDIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES. YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (SUCH AS CONSUMER LAWS), WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, OUR EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
Portal Network Co. RESERVES THE RIGHT TO PURSUE ANY AND ALL LEGAL AND EQUITABLE CLAIMS AGAINST YOU PERTAINING TO YOUR USE OR MISUSE OF THE SERVICE, THE SOFTWARE OR THE EQUIPMENT, OR FOR YOUR BREACH OF THE AGREEMENT (INCLUDING ANY POLICIES RELATING TO THE SERVICE.)
WITHOUT (A) INCREASING ANY OF THE LIABILITIES OR OTHER OBLIGATIONS Portal Network Co. (OR ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES OR AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS ARE OTHERWISE SUBJECT TO PURSUANT TO THIS AGREEEMNT OR SUBJECTING Portal Network Co. (OR ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES OR AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS TO ANY ADDITIONAL LIABILITIES OR OTHER OBLIGATIONS OR (B) INCREASING ANY OF THE RIGHTS YOU ARE OTHERWISE ENTITLED TO PURSUANT TO THIS AGREEMENT OR PROVIDING YOU WITH ANY ADDITIOINAL RIGHTS, THE MAXIMUM AGGREGATE LIABILITY OF Portal Network Co. (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES AND AFFILIATES), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE UNUSED PORTION OF YOUR PREPAID FEES, IF ANY.
LINKS. Portal Network Co. or third parties may provide links to websites other than http://portal.net.co/ or other resources. Because Portal Network Co. has no control over such websites and resources, you acknowledge and agree that Portal Network Co. is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that Portal Network Co. will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.
INDEMNIFICATION. You agree to defend, indemnify and hold harmless Portal Network Co. from and against all liabilities, costs and expenses, including reasonable attorney’s fees, related to or arising from: (a) any violation of applicable laws, regulations or this Agreement by you (or any parties who use your account, with or without your permission, to access the Service); (b) the use of the Service, the Software, the Equipment or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by you (or any parties who use your account, with or without your permission, to access the Service); (c) negligent acts, errors, or omissions by you (or any parties who use your account, with or without your permission, to access the Service); (d) injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with this Agreement, except to the extent that such liabilities arise from the active negligence or willful misconduct of the other party; or (e) claims for infringement of any intellectual property rights arising from the use of the Service, the Software, the Equipment or the Internet.
REVISIONS. Portal Network Co. may revise the terms and conditions of this Agreement from time to time (including any of the policies which may be applicable to usage of the Service) by posting such revisions to our website at http://portal.net.co/. Subscribers agree to visit this page and the links thereon periodically to be aware of and review any such revisions. Increases to the monthly price of the Service for Monthly Subscribers shall be effective beginning with the calendar month following the calendar month in which such increases are posted. Revisions to any other terms and conditions shall be effective upon posting. By continuing to use the Service after revisions are in effect, a Subscriber accepts and agrees to the revisions and to abide by them. Any Subscriber who does not agree to the revision(s) must terminate their Service immediately.
ASSIGNMENT. You agree not to assign or otherwise transfer, this Agreement in whole or in part, including the Software or your rights or obligations under it. Any attempt to do so shall be void. Portal Network Co. may assign all or any part of this Agreement without notice and you agree to make all subsequent payments as directed.
CHOICE OF LAW. You and Portal Network Co. agree that the substantive laws of the State of California, without reference to its principles of conflicts of laws, will be applied to govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement to Subscribers in the Canada. YOU AND Portal Network Co. CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN A COURT LOCATED IN LOS ANGELES COUNTY, CALIFORNIA FOR ANY SUITS OR CAUSES OF ACTION CONNECTED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SUBJECT MATTER OF THIS AGREEMENT OR TO THE SERVICE. Except as otherwise required by law, including California laws relating to consumer transactions, any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. You and Portal Network Co. agree that the substantive laws of the Province of Ontario, without reference to its principles of conflicts of laws, will be applied to govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement to Subscribers in Canada. YOU AND Portal Network Co. CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN A COURT LOCATED IN TORONTO, ONTARIO FOR ANY SUITS OR CAUSES OF ACTION CONNECTED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SUBJECT MATTER OF THIS AGREEMENT OR TO THE SERVICE. Except as otherwise required by law, including Ontario laws relating to consumer transactions, any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
COMPLIANCE. Portal Network Co.’s failure at any time to insist upon strict compliance with any of the provisions of this Agreement in any instance shall not be construed to be a waiver of such terms in the future. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties.
THINGS BEYOND OUR CONTROL. Portal Network Co. will not be liable for delays, damages or failures in performance due to causes beyond its reasonable control, including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes or other labor-related disputes, of other things we do not control, or an inability to obtain necessary equipment or services.
ENTIRE AGREEMENT. This Agreement, including all policies posted on Portal Network Co.’s website, which are fully incorporated into this Agreement by reference, constitutes the entire agreement between you and Portal Network Co. with respect to the subject matter hereto and supersedes any and all prior or contemporaneous agreements whether written or oral. Any changes by you to this Agreement, or any additional or different terms in your purchase orders, acknowledgements or other documents, written or electronic, are void.
NOTICE. Notices by Portal Network Co. to you shall be deemed given: (a) when sent to your Portal Network Co. email address, (b) when deposited in the Canada mail addressed to you at the address you have specified in your account options or (c) when hand delivered to your home, as applicable.
4.3 Suspension and Revocation
You acknowledge and accept that ISRG may immediately suspend Your Certificate if any party notifies ISRG that Your Certificate is invalid or has been compromised. ISRG will determine, in its sole discretion, whether to revoke Your Certificate. If You or Your agent requests that Your Certificate be revoked, ISRG will revoke Your Certificate and update the Repository as soon as practical. If a request for revocation is signed by your Private Key, then ISRG will automatically deem the request to be valid. You also acknowledge and accept that ISRG may, without advance notice, immediately revoke Your Certificate if ISRG determines, in its sole discretion, that: (i) Your Certificate was not properly issued or was obtained through misrepresentation, concealment, or fraud; (ii) Your Certificate has become, or appears to have become, unreliable; (iii) the security of the Private Key corresponding to Your Certificate has been or may be stolen, lost, or otherwise compromised, or subject to unauthorized use; (iv) any information in Your registration with ISRG or Your request for a Let’s Encrypt Certificate has changed or has become false or misleading; (v) You have violated any applicable law, agreement (including this Agreement), or other obligation; (vi) Your Certificate is being used, or has been used, to enable any criminal activity (such as phishing attacks, fraud or the distribution of malware); (vii) Your Certificate is being used, or has been used, to intercept the traffic of others; (viii) You request revocation; (ix) ISRG is legally required to revoke Your Certificate pursuant to a valid court order issued by a court of competent jurisdiction; (x) this Agreement has terminated; or (xi) there are other reasonable and lawful grounds for revocation. ISRG will provide notice of revocation via email to the email address of record.
4.4 IMPORTANT DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY EXCEPT AS EXPRESSLY SET FORTH IN ISRG’S CERTIFICATE POLICY AND CERTIFICATE PRACTICE STATEMENT, LET’S ENCRYPT CERTIFICATES AND SERVICES ARE PROVIDED “AS-IS” AND ISRG DISCLAIMS ANY AND ALL WARRANTIES OF ANY TYPE, WHETHER EXPRESS OR IMPLIED, INCLUDING AND WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH ANY ISRG SERVICE OR LET’S ENCRYPT CERTIFICATE. BECAUSE LET’S ENCRYPT CERTIFICATES ARE ISSUED FREE-OF-CHARGE AS A PUBLIC SERVICE, ISRG CANNOT ACCEPT ANY LIABILITY FOR ANY LOSS, HARM, CLAIM, OR ATTORNEY’S FEES IN CONNECTION WITH SUCH CERTIFICATES. ACCORDINGLY, YOU AGREE THAT ISRG WILL NOT BE LIABLE FOR ANY DAMAGES, ATTORNEY’S FEES, OR RECOVERY, REGARDLESS OF WHETHER SUCH DAMAGES ARE DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR COMPENSATORY, EVEN IF ISRG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY APPLIES IRRESPECTIVE OF THE THEORY OF LIABILITY, I.E., WHETHER THE THEORY OF LIABILITY IS BASED UPON CONTRACT, WARRANTY, INDEMNIFICATION, CONTRIBUTION, TORT, EQUITY, STATUTE OR REGULATION, COMMON LAW, OR ANY OTHER SOURCE OF LAW, STANDARD OF CARE, CATEGORY OF CLAIM, NOTION OF FAULT OR RESPONSIBILITY, OR THEORY OF RECOVERY. THE PARTIES AGREE THAT THIS DISCLAIMER IS INTENDED TO BE CONSTRUED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
BY WAY OF FURTHER EXPLANATION REGARDING THE SCOPE OF THE DISCLAIMER, AND WITHOUT WAIVING OR LIMITING THE FOREGOING IN ANY WAY, ISRG DOES NOT MAKE, AND ISRG EXPRESSLY DISCLAIMS, ANY WARRANTY REGARDING ITS RIGHT TO USE ANY TECHNOLOGY, INVENTION, TECHNICAL DESIGN, PROCESS, OR BUSINESS METHOD USED IN EITHER ISSUING LET’S ENCRYPT CERTIFICATES OR PROVIDING ANY OF ISRG’S SERVICES. YOU AFFIRMATIVELY AND EXPRESSLY WAIVE THE RIGHT TO HOLD ISRG RESPONSIBLE IN ANY WAY, OR SEEK INDEMNIFICATION AGAINST ISRG, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING PATENT, TRADEMARK, TRADE SECRET, OR COPYRIGHT. 5. Additional Terms 5.1 Governing Law The parties agree that the laws of the State of California govern this Agreement, irrespective of California’s choice of law and conflicts of law principles. 5.2. Choice of Forum Any claim, suit or proceeding arising out of this Agreement must be brought in a state or federal court located in San Jose, California. 5.3 Limitation on Claims against ISRG Any claim, suit or proceeding against ISRG arising out of this Agreement must be commenced within one year of any alleged harm, loss, or wrongful act having occurred. 5.4 No Third-Party Beneficiary This Agreement does not create rights in favor of any third parties. Furthermore, it is the express intent of the parties that this Agreement shall not be construed to confer any rights on any third party.
5.5 Entire Agreement5.6 Amendment
ISRG may modify this Agreement from time to time. Each modified version of this Agreement will be posted to ISRG’s Let’s Encrypt website (letsencrypt.org) at least fourteen (14) days before it becomes effective. If such new version contains material changes and You have provided ISRG with an email address, ISRG will send an email to such address notifying You of such new version at least fourteen (14) days before it becomes effective. In addition, major changes will be flagged with a new Subscriber Agreement version number in the ACME protocol, so You may be able to configure Your ACME Client Software to notify You of such changes.
If any provision of this Agreement is found to be invalid, unenforceable, or contrary to law, then the Agreement will be deemed amended by modifying such provision to the extent necessary to make it valid and enforceable while preserving its intent or, if that is not possible, by striking the provision and enforcing the remainder of this Agreement.
5.8 Authorization of ISRG to Send Emails
By requesting, accepting or using a Let’s Encrypt Certificate, You authorize ISRG to send You emails relating to the renewal or revocation of Your Certificates, or to Your request, acceptance, or use of Let’s Encrypt Certificates. ISRG may send You such emails using any email address You provide to ISRG or any commonly-accepted contact email address for the domain names associated with Your Certificates, such as WHOIS domain contacts or common administrative email addresses.