Internet Service Provider Agreement

Internet Service Provider Agreement

This Agreement is made (date), between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Service Provider, and , of , referred to herein as Subscriber.

Whereas, Subscriber desires to engage Service Provider to obtain an Internet connection through Service Provider's network;

In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:

I. Payment for Service.

A. Subscriber shall pay any setup charges and any one-time fees and the first period of service concurrent with the execution of this Agreement and prior to installation of service. Subscriber shall pay when invoiced any costs or fees billed by Service Provider to Subscriber for additional services or merchandise provided. Bandwidth and usage charges will be billed on the calendar month preceding the invoice date based on the previous month's usage. Subscribers will pay for all costs associated with the use of their accounts, whether authorized or not.

B. Payments to Service Provider are nonrefundable. No refunds shall be given for canceled accounts, returned merchandise, or installation fees unless the account, merchandise or installation was clearly defective and nonworking. Cancellations of accounts must be made by e-mail, U.S. mail, or fax and shall terminate at the end of the account period.

II. Customer Provides Own Equipment. Subscriber is responsible for providing any and all equipment and services needed to access the system of the Service Provider.

III. Appropriate Use Policy.

A. Becoming a subscriber or user of Subscriber constitutes an Agreement to abide by this Agreement and the acceptable use policies set out in this Section. All references to Service Provider in this Agreement include the Service Provider’s system, network, and its employees. All references to Subscriber include any party authorized under this Agreement.

B. Subscriber may not use the Service Provider system and services in any way that violates United States federal, state, local, or international law or the rights of others. This prohibits, but is not limited to, any actions of Subscriber which are threatening, obscene or defamatory, which violate trade secret, copyright, trademark or patent rights, which violates rights of privacy or publicity, which result in the spread of computer viruses or other damaging programs or data files, or which violate any export restrictions (including making nonexportable information or software available to foreign nationals as may be prohibited by law). Service Provider will cooperate fully with law enforcement agencies if criminal activity is suspected.

C. Subscriber shall obey any acceptable use policies for sites, newsgroups, mailing lists, etc. accessed via the Service Provider system or network. Subscriber shall not probe, monitor, breach the security of, or otherwise interfere with any host, network, or system without the explicit authorization of the administrator of the host, network, or system.

D. Subscriber shall not forge, conceal, disguise, or otherwise attempt to alter the identifying characteristics of electronic transmissions originating from Subscriber's account.

E. Subscriber may not send unsolicited bulk e-mail. As a guideline, mailing more than (number) messages simultaneously or in close proximity to individual recipients with whom the sender has no preexisting relationship or who have not otherwise consented to receiving such e-mail will be considered an unacceptable transmission which may result in termination of Subscriber's account. Any actions which Service Provider, at its sole discretion, believes to be an attempt to circumvent the intent of this prohibition shall be treated as a violation of this provision. Such transmissions and the fallout from such transmissions cause significant damage to Service Provider in terms of resources and staff time as well as reputational damage. Such damages are difficult to calculate in a precise amount. Should Subscriber distribute such e-mail or messages, Subscriber agrees that in addition to any remedies provided under this Agreement, Subscriber shall be liable to Service Provider for $ as liquidated damages. Should actual damages be ascertainable in excess of $, Subscriber will be liable for the actual damages. Subscriber shall also be liable for costs and attorneys' fees incurred collecting any such damages from Subscriber. Furthermore, should Subscriber contract for bulk e-mail or message posting services to advertise a service or Web site offered by Subscriber through the Service Provider system or network, Subscriber shall be treated under this section as if Subscriber personally sent such e-mail or posts through the Service Provider system or network.

F. If Service Provider finds or suspects, in its sole discretion, Subscriber is in violation of any rules set out in this section as an acceptable use policy, Subscriber's account may be immediately restricted, suspended or permanently be canceled.

G. Service Provider reserves the right to modify the rules at any time by publishing such modifications over the service and sending notices to each subscriber and user or by posting changes to the Service Provider’s Web site.

IV. Appropriate Use of Connection. Subscribers are explicitly not permitted to set up Internet hosts or daemons on their computers through their accounts with Service Provider. Untimed dialup account holders are not permitted to share or otherwise let others use their accounts in any way. An untimed dialup account is not a dedicated account and shall not be configured to become or otherwise act in any way like a dedicated account. Subscribers are instructed to disconnect from the Internet when not actively using it for more than (number) minutes at any time. Subscribers may not be connected more than (number) hours in a row. Interpretation of this clause is at the sole discretion of Service Provider employees.

V. Termination for Improper Use. Infractions of this Agreement or the acceptable use policies set forth in this Agreement by Subscriber can result in immediate deletion of accounts without reimbursement. Service Provider may make exceptions in the case of individual abusive users of business accounts. This decision is left entirely to the discretion of Service Provider employees.

VI. Modification of Service. Service Provider reserves the right to modify, add, or remove all services and features of the system at any time. Current subscribers will receive adequate notice of such changes.

VII. Disclaimer of Warranties. SERVICE PROVIDER DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE SERVICES TO BE PROVIDED BY SERVICE PROVIDER UNDER THIS AGREEMENT.

VIII. Limitation of Liability. Under no circumstances, shall Service Provider or anyone else involved in administering, distributing or providing Service Provider services, be liable for any indirect, incidental, special or consequential damages, including, but not limited to, loss of revenues or lost profits, or damages that result from the use of or inability to use Service Provider services, mistakes, omissions, interruptions, deletion of files or e-mail errors, defects, viruses, delays in operation or transmission, failure of performance, theft, destruction or unauthorized access to Service Provider records, programs or services, even if Service Provider has been advised of the possibility of such losses. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, Service Provider's liability is limited to the greatest extent permitted by law. In no event shall Service Provider's liability to Subscriber exceed the aggregate amounts paid by Subscriber to Service Provider for Service Provider services during the previous (number) months.

IX. Indemnification. Subscriber agrees that it shall indemnify, defend and hold harmless Service Provider and its officers, directors, employees, agents and shareholders from and against any costs, expenses (including, among other expenses, reasonable attorneys' fees and expenses), losses, damages (specifically excluding consequential, exemplary, special, indirect or punitive damages), suits, claims, or liabilities incurred and arising from or relating to Subscriber's use of Service Provider services.

X. Termination of Service.

A. Service Provider has the right to instantly cancel with or without warning all unpaid or not fully paid subscriptions. Any remaining unpaid subscription dues will be billed to Subscriber including extra fees for bounced checks. Bills unpaid more than (number) days may be sent to a third party for collection and may incur a collection fee.

B. In the event of account termination or cancellation, Subscriber will have (number) business days to access any remaining materials stored with Service Provider. Service Provider will forward e-mail free of charge for (number) days.

XI. Assignment. Subscriber shall not sell, transfer or assign this Agreement without the prior written consent of Service Provider. Any unauthorized transfer or assignment shall be null and void; provided, however, that any such assignment shall not relieve Subscriber of its obligations under this Agreement.

XII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

XIII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XIV. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XV. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XVI. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XVII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XVIII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XIX. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

XX. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.