Terms of Service

Residential Service Agreement

This Residential Service Agreement (“Agreement”) describes certain terms under which First Light Fiber, LLC (dba “ACE Fiber”) will provide fiber optic broadband services (the “Service”) to subscribers. Please read the below terms carefully, as they are legally binding.

1. TERMS OF SERVICE AND COMPLIANCE. Subscriber agrees to comply with all terms contained within this Agreement and to comply with ACE FIBER’s policies, rules and price schedules related to the Service. This Agreement, along with ACE FIBER’s policies, rules and price schedules, are collectively referred to herein as the “Terms of Service.” The Terms of Service constitute a binding contract between the Subscriber and ACE FIBER. The Subscriber acknowledges and agrees that the Terms of Service may change from time to time following notice of such change and will remain contractually binding. The Subscriber’s signing of the Participation Form at the time service is requested and use of the Service shall be deemed acknowledgement that the Subscriber has read and agreed to all the Terms of Service, including this Agreement.
2. OWNERSHIP OF THE SERVICE LOCATION. The Subscriber represents that it lawfully owns the real property at which the Subscriber is to receive the Service (the “Service Location), or that the Subscriber has the permission of such owner(s) to enter this Agreement.
3. BILLING AND PAYMENT. The Subscriber agrees to pay all current and future rates, fees, deposits, and other charges related to the Service, including installation fees (if applicable) covering non-standard installation for one data connection, one phone line (if applicable), and WiFi extenders (if applicable). The Subscriber agrees that failure to pay all rates, fees, and charges may result in termination of Service and ACE FIBER’s immediate collection of all amounts owed. Installation fee (if applicable) is due upon scheduling of the install. The first bill will include the upcoming month’s service plus the prorated amount for the bill for the month of install. The billing period covers the first day through the last day of the month. The bill will be generated on the last business day of each month and will have a due date of the 10th of each month. A late fee of 5% of the total due will be assessed if the account is not paid in full by the 10th of the following month. Accounts not paid in full by the 15th of the following month will be disconnected. If the account is disconnected for non-payment, the account must be made current before Services may be reconnected.
4. TERM OF AGREEMENT AND TERMINATION BY SUBSCRIBER. This Agreement is for no fixed term, and Subscriber can cancel Service at any time. The Router/Gateway, wireless extender(s), if any, and Optical Network Terminal (“ONT”) on the Subscriber’s premises remain the property of ACE FIBER and the Alcorn County Electric Power Association (“ACE”), respectively and must be returned to ACE FIBER upon cancellation or discontinuation of Service in accordance with paragraph 10 hereof.
5. TERMINATION BY FIRST LIGHT FIBER, LLC. Notwithstanding anything else in this Agreement, ACE FIBER may terminate or decline to provide Service to Subscriber at any time for non-payment or for any other breach of the Terms of Service.
6. COMPLIANCE WITH APPLICABLE LAWS. Subscriber agrees not to use the Service in a way prohibited by the Terms of Service or by local, state, or federal law, including but not limited to trademark, copyright or other intellectual property laws.
7. GRANT OF EASEMENT. As a condition of receiving Service, and without financial compensation, Subscriber grants to ACE FIBER and ACE (or, at ACE FIBER’s direction, to a third party) a perpetual commercial communications easement on and through the Service Location to provide data and voice services on transport fiber, distribution fiber and service extension fiber, if applicable, for Service to both the Subscriber and to other subscribers, and to perform necessary maintenance, service upgrades, and periodic right-of-way maintenance. If the electric utility facilities cross the Service Location, these easements will generally, but are not required to, follow those facilities.
8. INSTALLATION PROCESS. ACE FIBER will use best practices when installing a fiber service drop to the Subscriber’s premises. It shall be the Subscriber’s responsibility to notify ACE FIBER if a desired route is requested. No one is required to be present for the service drop installation, so prior notification of this step will not be provided unless an issue is encountered. It is also the responsibility of the Subscriber to notify ACE FIBER if underground equipment (i.e. sprinklers, underground pet fences, etc.) are installed on the Subscriber’s premises. After the drop service has been installed, an ACE FIBER representative will contact the Subscriber to schedule the in-home installation, and an adult over 18 years of age will be required to be present. Subscribers renting or leasing must have the Landlord or Property Manager’s written permission for installation prior to the service drop construction and the arrival of the ACE FIBER installer for the in-home installation. Proper installation may require drilling through interior and/or exterior walls in order to run wire and installing outside and interior equipment.
9. SERVICE LEVEL GUARANTEES. The Subscriber understands and agrees that ACE FIBER does not guarantee that any particular amount of bandwidth on the Service will be made available to the Subscriber or that any speed or throughput of the Subscriber’s connection to the Service will be available to the Subscriber. The Service is subject to both scheduled and unscheduled maintenance outages; however, ACE FIBER will strive to minimize the impact of scheduled maintenance outages. The Subscriber understands that the Service requires electricity at the Service Location and, if an electrical outage occurs, the Service (which may include telephone) will not function. The Subscriber’s ACE FIBER-provided Gigabit Passive Optical Network (GPON) optical network terminal (ONT) is powered by plugging it into an electrical wall outlet. In the event of an electrical outage, the Router/Gateway will not receive power. If this were to happen, the Subscriber’s phone service, including any medical or security alert systems, like E911, will not be available to the Subscriber unless the ONT and phone are powered by an Uninterruptible Power Supply (UPS). If the Subscriber has a medical alert system or security equipment, they are strongly encouraged to utilize and maintain a battery back-up. It is the responsibility of the Subscriber to provide, maintain, monitor, and/or replace the battery back-up.
10. ACE FIBER EQUIPMENT AND SOFTWARE. ACE FIBER’s equipment is designed to be used on the premises in which service is installed. The equipment that ACE FIBER installs in your home or business is the property of ACE FIBER and ACE. In the event that the Subscriber relocates, or if the Service is disconnected or terminated for any reason, the Subscriber must return the Router/Gateway and, if applicable, any wireless extender(s) or other equipment to the ACE FIBER office. If the units are not returned, a $100 fee will be assessed to cover the cost of such equipment. The Subscriber assumes the risk of loss, theft, or damage to the equipment at all times prior to the removal of the units by ACE FIBER or return of the units by the Subscriber.
11. SUBSCRIBER EQUIPMENT. The Subscriber is responsible for maintaining the wiring and all other applicable devices which the Service Location needs to utilize the Service. The Subscriber is responsible for meeting and complying with the minimum computer, device, and system requirements established by ACE FIBER and contained herein.
12. MANAGED WIFI/WHOLE-HOMEWIFI. ACE Fiber provides managed WiFi, or whole-home WiFi as a serviceto qualifying subscribers. ACE Fiber cannot guarantee that the entire home will be covered with contiguous WiFi service, as there are many factors within homes that will interfere with WiFi signals. ACE Fiber will make everyeffort to reasonably cover a 3,500 square foot home.
13. TECHNICAL SUPPORT. Unless otherwise provided by the Terms of Service, ACE FIBER does not provide technical support or assistance with third-party hardware or software.
14. PRIVATE NETWORK. The Subscriber agrees and understands that ACE FIBER and ACE may utilize the wireless component in the ONT or Router/Gateway in order to extend coverage of a private network for internal or external use independent of the Subscriber’s network or services which will not impede or restrict access to the Subscriber’s services.
15. LIMITATION OF LIABILITY. The Subscriber agrees that in the event of a loss of Service due to defective software or equipment provided by ACE FIBER, Subscriber’s sole remedy shall be receipt of a credit to Subscriber’s account in the amount of one month’s charge for the Service, and to have ACE FIBER replace or repair any such defective software or equipment provided by ACE FIBER. Except as expressly stated in the preceding sentence, ACE FIBER, its officers, operating managers, owners, parent company, employees, affiliates and agents (“ACE FIBER Parties”) will not be liable for any interruptions in service or the effects therefrom, or liable for any delay or failure to perform, nor for any indirect, incidental, special, punitive or consequential damages that arise out of or relate to this agreement or the Service provided hereunder, including without limitation business interruption, lost profits, computer failure or malfunction, any damages for loss of data resulting from delays, non-deliveries, mis-deliveries or service interruptions. In no event shall the ACE FIBER Parties have any liability for special, indirect, incidental or consequential damages relating to the equipment or resulting from ACE FIBER furnishing or failing to furnish any services or equipment to the Subscriber or from any fault, failure, deficiency or defect in services or equipment furnished to the Subscriber.
16. NO WARRANTY. ACE FIBER DOES NOT WARRANT UNINTERRUPTED USE OF THE SERVICE, NOR DOES IT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR FREE OF ANY VIRUSES, WORMS, MAL-WARE, SPAM, POPUP ADVERTISING, SPYWARE, ADWARE, DENIAL OF SERVICE ATTACKS OR OTHER HARMFUL COMPONENTS. ACE FIBER DOES NOT WARRANT THAT ANY DATA OR FILES THE SUBSCRIBER SENDS OR RECEIVES VIA THE SERVICE WILL BE TRANSMITTED IN UNCORRUPTED FORM, WITHIN A REASONABLE TIME, OR FREE FROM UNAUTHORIZED ACCESS BY OTHERS OR THAT OTHER USERS WILL BE UNABLE TO GAIN ACCESS TO THE SUBSCRIBER’S INFORMATION. THE SERVICE AND ACE FIBER EQUIPMENT ARE PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, FOR THE SERVICE, EQUIPMENT, AND SOFTWARE ACE FIBER PROVIDES, AND ACE FIBER EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE ACE FIBER EQUIPMENT, SOFTWARE OR ANY SERVICE FURNISHED TO THE SUBSCRIBER, ALL OF WHICH WARRANTIES ARE EXPRESSLY EXCLUDED.
17. INDEMNITY. The Subscriber shall defend, indemnify, and hold harmless ACE FIBER and ACE, along with their directors, officers, employees, affiliates and agents, from and against any third party claims, damages, losses, attorney’s fees, and expenses relating to or arising from the Subscriber’s breach of the Terms of Service.
18. SUCCESSORS AND ASSIGNS. ACE FIBER’s rights and obligations under this Agreement shall accrue to and inure to the benefit of ACE FIBER’s corporate parent, affiliates, successors and assigns. The Subscriber may not sell, transfer, or assign this Agreement to a third party without ACE FIBER’s prior written consent.
19. JURISDICTION. The Subscriber agrees that exclusive jurisdiction for any claim or dispute with ACE FIBER or ACE relating to this Agreement or any other Terms of Service shall be in the courts of Mississippi and that this Agreement shall be governed by Mississippi law. If legal action is necessary to enforce or interpret the terms of this Agreement or compel performance thereof, the substantially prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which such party may be entitled.
20. CONSENT TO COMMUNICATIONS. The Subscriber consents to receive communications from ACE FIBER relating to the Service by any commercially reasonable method, including regular U.S. mail, email, text messages, and phone calls. The Subscriber may opt-out of any non-emergency or non-billing communications by contacting the ACE FIBER office.
21. SECURITY. The Subscriber agrees that using the Service presents certain security risks that may enable other Internet users to gain access to or use of Subscriber’s equipment or information. The Subscriber is solely responsible for taking all appropriate security measures when using the Service, and agrees that neither ACE FIBER nor ACE, nor their officers, employees, affiliates or agents, shall be responsible for security or information breaches. The Subscriber agrees that ACE FIBER may block traffic to and from any source, including, without limitation, the deletion of any electronic mail, as it deems necessary to secure its network and/or eliminate spam.
22. AMENDMENT OF TERMS OF SERVICE. ACE FIBER reserves the right to modify the Terms of Service at any time by posting changes online at www.ace-fiber.com. The Subscriber’s continued use of the Service following online notice of such modification shall be deemed to be the Subscriber’s acceptance of any such modification. If the Subscriber does not agree to any modification of the Terms of Service, the Subscriber must immediately cease using the Service and notify ACE FIBER that the Subscriber is terminating the Service.
23. ENTIRE AGREEMENT. The Terms of Service are the only terms and conditions that govern the Service. No undertaking, representation or warranty made by any agent or representative of ACE FIBER or ACE in connection with the sale, installation, maintenance or removal of the Service shall modify or amend the Terms of Service.
24. COVID-19 WAIVER. WHEREAS, Customer desires to have internet services installed in his/her/their/its home or business (the “Installation”) provided by Alcorn County Electric Power Association, a Mississippi electric cooperative, First Light Fiber, LLC, a Mississippi limited liability company d/b/a ACE Fiber, and SDT Solutions, LLC, a Pennsylvania limited liability company (collectively the “Installers”).
    WHEREAS, Customer is aware of and acknowledges that there exists a current worldwide pandemic caused by the COVID-19 virus and that the Centers for Disease Control have issued recommendations and guidelines relative to said COVID-19 virus, including guidelines regarding individuals coming into contact with each other. Customer understands the risks inherent in having Installers complete the Installation in Customer’s home or business, including, but not limited to the risk of contact between Customer and Installers, and nevertheless desires to have Installers complete such Installation.
    NOW, THEREFORE, in exchange for the Installers agreeing to perform the Installation, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer hereby covenants and agrees as follows.
    CUSTOMER IS AWARE AND UNDERSTANDS THAT THE INSTALLATION MAY INVOLVE EMPLOYEES, AGENTS, CONTRACTORS AND/OR TECHNICIANS OF INSTALLERS ENTERING INTO CUSTOMER’S DWELLING OR PLACE OF BUSINESS AND COMING INTO CONTACT WITH CUSTOMER OR OTHERS PERSONS THEREIN. CUSTOMER IS AWARE AND UNDERSTANDS THAT THE INSTALLATION MAY INVOLVE THE RISK OF EXPOSURE OF CUSTOMER AND OTHER PERSONS AT CUSTOMER’S DWELLING OR BUSINESS TO THE COVID-19 VIRUS, AND THAT SUCH EXPOSURE MAY RESULT IN SERIOUS INJURY AND/OR DEATH. HAVING KNOWLEDGE OF THE POTENTIAL RISKS INVOLVED, CUSTOMER VOLUNTARILY REQUESTS THAT THE INSTALLERS PROCEED WITH THE INSTALLATION AND CUSTOMER HEREBY AGREES TO ACCEPT AND ASSUME ANY AND ALL RISKS OF INJURY, ILLNESS, OR DEATH RELATED TO CONTRACTION OF THE COVID-19 VIRUS, AND TO HOLD INSTALLERS HARMLESS FROM THE SAME, WHETHER CAUSED BY THE NEGLIGENCE OF THE INSTALLERS OR OTHERWISE.
    Customer hereby expressly waives and releases any and all claims, now known or hereafter known, against each of the Installers, and their officers, directors, employees, agents, affiliates, members, successors, and assigns (collectively, “Releasees”), on account of injury, illness, death, or property damage arising out of, related to, incident to or attributable to the Installation or coming into contact with the Installers or Releasees, whether arising out of the negligence of the Installers or any Releasees or otherwise. Customer covenants forever not to make or bring any claim, demand, action, cause of action or suit of any kind or nature against any of the Installers or any other Releasee, arising out of, related to or incident to the Installation or coming into contact with the Installers or Releasees, and forever releases and discharges each of the Installers and all other Releasees from liability under such claims. Customer acknowledges and agrees that Installers would not perform the Installation without Customer executing this Agreement, and that Customer has not been pressured to enter into this Agreement. Customer shall defend, indemnify, and hold harmless each of the Installers and all other Releasees against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, arising out or resulting from any claim of a third party related to the Installation.
    This Agreement constitutes the sole and entire agreement of the Customer with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement. This Agreement is binding on and shall inure to the benefit of the Installers and Customer and their respective successors and assigns. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi without giving effect to any choice or conflict of law provision or rule. Any claim or cause of action arising under this Agreement may be brought only in the state courts located in Alcorn County, Mississippi and Customer hereby consents to the exclusive jurisdiction of such courts

25. LIFELINE.
    The Lifeline program is administered by the Universal Administrative Company (USAC) and is a program offering qualified low-income subscribers a monthly discount on phone and internet services. As Lifeline is part of the Universal Service Fund, it is available to eligible low-income consumers in every state, territory, commonwealth, and on Tribal lands.ACE Fiber is pleased to take part in this federally administered program by including Lifeline credits on our services. In order to apply, a subscriber will need to visit this link to the National Verifier Customer Portal. Lifeline is non-transferable and is limited to one discount per household. Only eligible subscribers may enroll, and a household may not receive Lifeline benefits from multiple providers.
    The current Lifeline discount is $9.25 (internet) and $5.25 (voice). This discount expires 12/1/2021.

The Residential Services Agreement may be electronically signed by the Subscriber by checking a box on the ACE FIBER registration website.

COMMERCIAL SERVICE TERMS AND CONDITIONS

This Commercial Service Terms and Conditions (“Terms & Conditions”) describes the general terms under which First Light Fiber, LLC (dba”ACE Fiber”) will provide fiber optic broadband services to commercial subscribers. Additional terms related to Customer’s service shall be contained within the Customer’s separate, specific Service Level Agreement entered into at the time Customer signs up for services.

1. Acceptable Use of Services. ACE FIBER has published an Acceptable Use Policy (“AUP”) applicable to the Services, which is available online at www.ace-fiber.com and at ACE FIBER’s main office. ACE FIBER reserves the right to revoke or suspend service to Customers who knowingly violate the AUP. Customers are encouraged to read and follow the AUP, including any updates that may be published on ACE FIBER’s website. ACE FIBER’s voice and internet services (the “Service” or “Services”) and ACE FIBER’s equipment provided in connection with the Services (the “Equipment”) are provided solely for use by Customer and its employees only and for no other purpose. Customer may not: (i) resell or transfer the Service or the Equipment to any other person for any purpose, or permit third parties to use the Service for any purpose; (ii) use the Service in any manner that is contradictory to the AUP; (iii) tamper with, disrupt or “hack” the Equipment; or (iv) make use of the Service in any way that is inconsistent with its intended purpose. Customer also agrees to comply with the terms and conditions of all end-user license agreements that accompany the Equipment or are otherwise applicable to Customer’s use of the Equipment and the Services. All such agreements are incorporated herein by reference. Upon termination of Customer’s Service Level Agreement, all end-user licenses also terminate, and Customer agrees to cease use, return or destroy all versions and copies of all software received in connection with the Services. ACE FIBER reserves the right to terminate Customer’s Service should Customer, in ACE FIBER’s sole discretion, commit any of the prohibited actions listed above. As provided further in the AUP, ACE FIBER reserves the right to enforce bandwidth allotments or email storage limits for SMB Internet Customers if usage exceeds ten times the average use of SMB customers.
2. Assignment. Customer may not assign the Service Level Agreement or these Terms & Conditions without the express written consent of ACE FIBER.
3. Billing and Payments. ACE FIBER will bill all charges, applicable taxes, and fees monthly in advance (except for usage based charges, which will be billed monthly in arrears). Applicable charges will be set forth in ACE FIBER’s then-current fee schedule found at www.ace-fiber.com. Customer agrees to pay all amounts within ten (10) days from date of invoice. Customer must notify ACE FIBER of any Service or billing disputes within sixty (60) days of the date of Customer’s ACE FIBER invoice, or any such dispute will be waived. If Customer fails to pay the total balance when due, ACE FIBER may disconnect Service or impose a late fee. A late charge of 5% of the outstanding amount shall be payable each month on any past due amounts and shall continue to accrue until all amounts due are paid in full. In the event that ACE FIBER must commence action to collect past due amounts, Customer agrees to pay all of ACE FIBER’s costs of collection, including reasonable attorneys’ fees. ACE FIBER may charge a reasonable fee for all returned checks and chargebacks, which shall be paid by cash, cashier’s check or money order. Some government fees and taxes may be imposed or become applicable retroactively, and Customer will be responsible for paying any such charge. If Customer is tax-exempt, Customer must provide ACE FIBER with an original certificate of tax exemption that satisfies all applicable legal requirements, and ACE FIBER will recognize any exemption from and after the date such certificate is received by ACE FIBER.
4. Changes to Service and Terms & Conditions. ACE FIBER maintains the right to change, add or remove features or offerings related to the Services and Equipment, and to change these Terms & Conditions at any time. ACE FIBER will provide Customer notice of such changes by posting notice thereof at www.ace-fiber.com and/or sending notice to Customer’s email address on ACE FIBER’s account records. Customer agrees to regularly check mail, email and all postings on www.ace-fiber.com, and Customer bears the risk of failing to do so. If Customer finds a change in Service or these Terms & Conditions unacceptable, Customer may cancel the Service. If Customer continues to receive the Service after notice, ACE FIBER will consider Customer to have accepted any changes.
5. Copyright. Any firmware or software used to provide the Service and all Services, information, documents and materials provided by ACE FIBER in written or electronic form are protected by trademark, copyright or other intellectual property laws. Customer’s use of firmware, software and the Services is subject to such laws. All names, service marks, trademarks, trade names, logos, content, photographs, sound or image files and domain names of ACE FIBER are and shall remain the exclusive property of ACE FIBER, and nothing in these Terms & Conditions shall grant Customer the right or license to use any of such marks without the express written consent of ACE FIBER.
6. Credit Policy. ACE FIBER reserves the right to review Customer’s previous billing history with ACE FIBER or access Customer’s credit history through a credit reporting agency.
7. Customer’s Responsibilities: Customer agrees that it shall: (i) be responsible for and pay any and all local, state or federal taxes or charges in the nature of taxes imposed by any governmental authority or regulatory agency, in addition to the charges required by ACE FIBER pursuant to the Agreement; (ii) promptly furnish upon request any technical information or specifications relating to its system as may be reasonably required by ACE FIBER; (iii) promptly provide identified employees or contractors of ACE FIBER safe access to Customer’s premises at all reasonable times for the purpose of installing, maintaining, repairing, removing, exchanging or inspecting any or all equipment and facilities belonging to ACE FIBER; (iv) provide adequate rightof- way over, access to and space within Customer’s premises, as determined by ACE FIBER, for ACE FIBER’s facilities and equipment; (v) not permit or use ACE FIBER’s system, facilities or equipment for any use or purpose not permitted by the AUP or by applicable federal, state or local law or regulation, including, without limitation, and any laws or regulations presently in force or hereafter adopted pertaining to broadcast or other “spam” emails; and (vi) be responsible for and protect the property, equipment and facilities of ACE FIBER on Customer’s premises.
8. Phone/E911 Notice. ACE FIBER’s phone service uses the electric power in Customer’s business. In the event of a power outage, Customer’s phone service, including any medical or security alert systems like E911, may be interrupted or unavailable if a battery back-up or other uninterruptible power supply is not installed, fails or is exhausted. It is the responsibility of the Customer to provide, maintain, monitor and/or replace the battery back-up or other uninterruptible power supply. Customer also understands that in addition to lack of power supply, other problems with network facilities or technical problems may interrupt Customer’s phone service from time to time.
9. Equipment. All Equipment issued to Customer by ACE FIBER shall remain the property of ACE FIBER at all times. Customer agrees to be responsible for any loss, theft or damage of ACE FIBER’s equipment. ACE FIBER is not responsible for the maintenance, operation, service or repair of any of Customer’s equipment connected to the Services, including without limitation television, computer, telephone or any other device. Customer agrees to allow ACE FIBER or its agents to send software to Customer’s equipment and to configure Customer’s equipment when necessary to provide Services, even if doing so changes, adds or removes features or functionality of any such equipment. Absent gross negligence or willful misconduct, ACE FIBER will not be responsible for any damage to Customer’s equipment arising from such activities. If Customer is not the owner of the equipment, Customer is responsible for obtaining any necessary approval from the owner to allow ACE FIBER to access this equipment and to perform the activities listed above.
10. Force Majeure. ACE FIBER shall not be liable for any failure, interruption or diminution of service in the event that such failure, interruption or diminution is caused by or due to causes beyond its control, including, but not limited to, acts of God; fire, earthquake, flood, water, the elements or other catastrophes; strikes, lock-outs, work stoppages or other labor difficulties; utility curtailments, power failures, explosions; insurrections, riots, wars or civil disturbances; any law, order, regulation, or requests of any government or of any civil or military authority; national emergencies; shortages or failure of equipment or supplies, including cable, fiber, switching and other network equipment of third parties; unavailability of transportation; acts or omissions of third parties; or any other cause beyond ACE FIBER’s reasonable control.
11. Governing Law. These Terms & Conditions and the relationship between Customer and ACE FIBER shall at all times be governed by the laws of the State of Mississippi without regard to its conflict of laws principles. Jurisdiction and venue for any action related to the Service or these Terms & Conditions shall be in the State Courts in Alcorn County, Mississippi.
12. Indemnity. Customer agrees to indemnify and hold harmless ACE FIBER, its parent company Alcorn County Electric Power Association (“ACE”), and their directors, officers, employees, affiliates, attorneys, contractors and agents (collectively hereafter the “ACE FIBER and ACE Parties”) from and against all liabilities, damages, claims and expenses, including without limitation attorneys’ fees, that arise from or are related in any way to: (i) any use or misuse of the Service by Customer or any user of Customer’s Service; (ii) any violation or infringement of contractual rights, privacy, confidentiality, copyright, patent, trademark, trade secret or other intellectual property; (iii) any use of the Service by Customer or a user of Customer’s Service which in any way violates any federal, state or local criminal laws; (iv) any use or failure of the 911/E911 functionality or any other dialing associated with a phone, security, medical monitoring or other similar system; or (v) Customer’s breach of any provision of these Terms & Conditions or the Service Level Agreement.
13. Installation and Access. Customer agrees to allow ACE FIBER the right to enter Customer’s property for the purposes of adjusting, repairing, replacing, maintaining, moving, auditing or removing any equipment as necessary. Customer represents that Customer either owns the property or has the right to allow ACE FIBER to install any necessary equipment and wiring to provide Customer Service. Customer also agrees to allow access for the purpose of checking signal quality. Customer should always ask for proper identification anytime an ACE FIBER employee or contractor requests entry to Customer’s property.
14. Limitation of Liability. IN NO EVENT SHALL THE ACE FIBER AND ACE PARTIES BE LIABLE TO CUSTOMER OR TO ANY USER OF CUSTOMER’S SERVICE FOR LOSS OF PROFITS OR FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO USE OF THE SERVICE, THESE TERMS & CONDITIONS OR THE SERVICE LEVEL AGREEMENT, EVEN IF ACE FIBER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. WITHOUT LIMITATION OF THE FOREGOING, THE ACE FIBER AND ACE PARTIES SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS OR PROCEEDINGS RESULTING FROM OTHERS ACCESSING CUSTOMER’S COMPUTERS AND EQUIPMENT, SECURITY BREACHES, VIRUSES, EASVESDROPPING, INTERCEPTION OF TRAFFIC SENT OR RECEIVED USING THE SERVICES, OR ANY USE OF THE EQUIPMENT OR SERVICES OF ACE FIBER THAT INFRINGES UPON ANY PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY OR INTELLECTUAL PROPERTY OR CONTRACTUAL OR OTHER RIGHTS OF ONE OR MORE THIRD PARTIES. If applicable, the outage credits provided for in the Service Level Agreement represent the sole liability of the ACE FIBER and ACE Parties for any interruption or failure of Service or any breach or other claim arising from or related to these Terms & Conditions or the Service Level Agreement. Otherwise, any liability of the ACE FIBER and ACE Parties shall not exceed the total amount paid by Customer to ACE FIBER for non-usage based charges in the month prior to Customer’s alleged loss. It is expressly understood that the ACE FIBER and ACE Parties shall have no liability for any damage to Customer or any other person claimed to have resulted from Customer’s use of the Service(s). The ACE FIBER and ACE Parties are not liable for any inconvenience, loss, liability or damage resulting from any interruption of or defect with the Service or Equipment including, without limitation, interruptions or defects caused directly or indirectly by matters beyond the ACE FIBER and ACE Parties’ control.
15. Miscellaneous. These Terms & Conditions, the Service Level Agreement and any other documents incorporated herein by reference constitute the entire agreement and understanding between Customer and ACE FIBER with respect to ACE FIBER’s provision of the Service(s) and related Equipment, and replace any and all prior written or verbal agreements. If any portion of these Terms & Conditions or the Service Level Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms & Conditions or the Service Level Agreement.
16. No Waiver. The failure of ACE FIBER to insist upon or enforce strict performance of any provision of these Terms & Conditions or the Service Level Agreement, shall not thereby waive ACE FIBER’s right to insist upon or enforce strict performance of the terms thereof in the future.
17. No Warranties. ACE FIBER makes no warranties, express or implied, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or noninfringement usage of trade, course of dealing or course of performance or any warranty that the Service or the Equipment will meet customer’s requirements. The Service and the Equipment are provided to Customer on an “as is” basis. The Service is not fail-safe and may be disrupted. Without limiting the foregoing, ACE FIBER does not warrant that the Service will be without failure, delay, interruption, error, degradation of quality, or loss of content, data or information. The ACE FIBER and ACE Parties shall not be liable for unauthorized access to facilities, premises or equipment or for unauthorized access to, or alteration, theft or destruction of customer’s data or information regardless of whether such damage occurs as a result of negligence by ACE FIBER, its contractors or service providers. Statements and descriptions concerning the Service or Equipment, if any, by ACE FIBER or by ACE FIBER’s authorized representatives are informational only and are not given as a warranty of any kind.
18. Right to Audit. Customers receiving Bulk Viewing and Public Viewing packages agree that ACE FIBER’s pricing is calculated based upon the number of units in a premises or building occupancy. Such Customers agree to notify ACE FIBER in advance of any addition to the number of units or an increase in occupancy of Customer’s building. ACE FIBER reserves the right to audit Customer’s premises for increases, and Customer agrees to pay an increased rate retroactive to the date of installation or prior audit, whichever is later.
19. Survival. Certain obligations under these Terms & Conditions continue beyond termination of the Service including, but not limited to, provisions dealing with access to property, disclaimers of warranties, limitations of liability and indemnity. The termination, expiration or cancellation of Service under these Terms & Conditions shall in no way affect the survival of such obligations.
20. Term. The Initial Term of the Service Level Agreement shall be for the time period stated therein. After expiration of the initial term, the Service Level Agreement shall continue from month to month at unbundled rates until Customer provides ACE FIBER with thirty (30) days’ prior written notice of cancellation of the Service.
21. Termination. If Customer fails to pay fees or charges when due, ACE FIBER may terminate the Service Level Agreement upon 10 days’ notice. Either party may terminate the Service Level Agreement for the other party’s default under the Service Level Agreement or these Terms & Conditions, and failure to cure such default within thirty (30) days of written notice of such default (“Cause”). If Customer terminates the Service Level Agreement at any time prior to the expiration of the Initial Term other than for Cause, or if ACE FIBER terminates the Service Level Agreement for nonpayment of fees or charges or for Cause, Customer shall be immediately responsible for payment of: (i) all charges and expenses incurred to-date; (ii) a termination charge equal to 50% of the total monthly charges (excluding variable usage charges) that would have become due for the remainder of the Initial Term if such termination had not occurred; and (iii) any waived installation charges or other fees. Customer acknowledges that payment of such amounts in the event of termination under the specified circumstances is reasonable since the rates and charges established in the Service Level Agreement were calculated based on Customer’s promise to take Services for the entire Initial Term. All amounts due ACE FIBER will become immediately due and payable.