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indirectly telated to, or is caused by any act or omissi on of Customer1 then, and i n such even t,, Customer
<br />shall indemnify, defend and hold harmless Ednetics an d its officers, agents and rel)re sentatives of and from
<br />ahy and all such claims, demands, causes of actio ns an d lia bility, including the p ayme nt of reasonable
<br />attorneys' fee:s to defend such action. Additiona lly, Customer shall reimburse Ednetics for dam age to
<br />Ednetics communications facilities including those due to any malfunction of any facilities or equi pment
<br />provided by an en tity other than Edn etics.
<br />20. Warranties. EDN ET ICS DOES NOT WARRANT UNIN TERRUPT ED OP ERATIO N OF THE SERVICE(S) AND
<br />SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES NOT MAD-E IN THIS AGREEMENT, EITHER EXPRESSED OR
<br />IMPLIED, INCLUDING THE WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR PARTICULAR
<br />PURPOSE. EDNETICS DOES NOT WARRANT AND DOES NOT ASSUME ANY LIABILITY FOR ANY
<br />CONSEQUENCES SUFFERED BY ANY PERSON AS A RESULT OF OBTAINING INTERNET ACCESS INCLUDING,
<br />WITHOUT LIMITATION, DAMAGES ARISING FROM INTERNET CONTENT OR FROM COMPUTER VIRUSES.
<br />21. Safegu arding Customer Propr ietary Network Information. Edhetics considers Customer Proprietary
<br />Network Information ("CPNI") as confrd1,m tial . Edn etics will not share Inform ation spec@.c to ou r Customers
<br />and/or their network with anyone other than the au thorized representati-v e(s) of Customer unl~ss (ustomer
<br />sends written authorization to their Ednetics account manager. Such Letter of Authorization (LOA) must be
<br />si gned by Customer's authorized representative sta ting the information Ednetics is to provide and to what
<br />party and/or company Ednetics ls to disclose the information to u pon requ est. This proced ure extends
<br />d uring the term of the contract and will continue after the contract expires.
<br />22. Transfer and Assignment. Customer may not sell,-assign or transfer any of Customers rights or obligations
<br />under this Agreement without Ednetics prior written consent. Ednetics may assign this Agreement upon
<br />notice to Customer.
<br />23. Force Majeure. Any delay, interruption or nonperformance of any provision of this Agreeme n t oh the part
<br />of Edn etics caused by conditions beyond Ednetics reasonab le contro l shall n0t constlt\.Jte a b reach of this
<br />Agreeme nt and the time for perforrnance of such provision shall be ,deemed to extend for a p eriod equal to
<br />the duration of the conditions preventing performa nce. Such examples include, but are not limited to, acts
<br />of God, acts of civil or military authority, terrorist acts, riots, insu rrections, ep idemics, power blackouts, fire,
<br />explosion, .vandalism , cab lt:? cut, adverse wea ther conditions, earthquakes, nuclear accidents, flo ods,
<br />governmental action, moratoriums or inju n(ti ons rel ated to the .construction and shortage of labor and
<br />mate,ials (collectively a Force Majeure 6vent}.
<br />24. Governing Law and Venue. This Agree me_nt shall be construed an d governed in accqrdance With the laws
<br />of the state Customer is l0 ca ted in and venue for any actions arising under this Agreement shall be in the
<br />courts of county jurisdiction or the state Customer is located in, as appropriate.
<br />25. Non-Disclosure and Publicity. Customer shall not disclose to any third party the terms and conditions of
<br />this Agreement without the prior written consent of Ednetics, except as required by law.
<br />26. En tire Agreement. This Agreement is the complete agreement between the Parties, c0ncerning any
<br />telecommunications and/or In ternet Service(s) pro.vided by Ednetics hereunder, and rep laces any prior oral
<br />or written commun ications between the Parties. Except for prior obligations of confid entiality and/or
<br />nondisclosure, there are no conditions, understandings, agreements, representations, or warranties,
<br />expressed or implied, Which are not specifi ed i n this Agreement.
<br />27. Addition/Modification. This Agreement and all atta chments may only be modified, amended or waived
<br />through an amendment signed by a11 authorized employee of each Party.
<br />28. Sever ability. In the event that any of the terms of this Agreemen t, which indl!.ldes all attach ments, or t he
<br />applications of any such term shall be invalid by any court of any competent Jurisdiction, t he remaini ng
<br />terms of this Agre e_meht or their application shall not be affected thereby and shall remain i n full force an d
<br />effect.
<br />29. Counterparts. This Agreement may be executed in any num ber of co unterparts, each of which shall be an
<br />original, but all of which together shall cons titute an Agreement. Facsimile signatures and electronic
<br />signatures (including electronica lly transm itted signed documents) shall be accepted and treated the same
<br />as an original.
<br />30. Notices. All notices, requests, demands or other communications which are required or may be given
<br />pursuant to the terms of this Ag reeme nt shall be in writing and shall be deemed to have been duly given (i)
<br />on the date of delivery if personally delivered b:v hand1 (ii) upon the third day after such notice is (a)
<br />deposited In the Unltecl States mail, if mailed by registered or certified mall, postage prepaid, return receipt
<br />requested, or (b) upon the first business day following deposlt if sent by 0vernight delivery by a nationally
<br />recognized overnight express courier, or (iii) by facsimile upon w'ritten c0nflrmation (other than the
<br />automatic confirmation that is received from the re cipient's facsimile machine) of receipt by the recipient of
<br />such notice.
<br />Ednetics Inc. 888-809-4709 j EV-WAKITT-19022018-1 A 8
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