EXHIBIT 10.2
INTERNET ACCESS AGREEMENT
Addendum to Master Service Agreement
Disclosure
Electric Lightwave Incorporated, hereafter called XXX, and Utah WebWorks Inc.,
hereafter called Customer, execute this disclosure and document of understanding
between them for the purpose of defining responsibilities and expectations
associated with ELI's Internet Access Service offerings hereafter referred to as
Service. Service is comprised of, but not limited to: Access to ELI's Internet,
DNS, News Feed, News Reader Service, or NetVista. This document does not
supersede or replace in any way, other contracts that have been entered into by
both parties or contracts that may be entered into by both parties and is
incorporated as part of the Master Service Agreement between XXX and Customer.
The sole intent of this document is to make both parties aware of the
limitations that are inherent in providing and accepting internet data
communications services. The signature of this document signifies that both
parties have read it and understand the nature and scope of doing business in
and on the Internet and its related services.
Domain Name Service (DNS)
Domain name service is a corner stone capability/requirement in any use of the
Internet. Domain names and DNS servers are essential to the proper function of
anyone who uses or provides services via the Internet. DNS is the responsibility
of Customer and not XXX. Typically an Internet provider will install and
maintain a domain name server. This is a network engineering and design issue
and not a routing issue. Network routers may lookup a domain name on a DNS
server to learn how to properly route data packets. Routers do not maintain
domain name listings. Customer is responsible for setting up and maintaining or
arranging for primary domain name service. XXX will, if requested by Customer,
provide secondary domain name service. As secondary DNS is updated by the
primary DNS, Customer must establish his/her primary DNS in a working manner
before secondary DNS can be updated. XXX will not be liable in any way for
troubles, slow or no routing capability, lost packets or other troubles caused
by improperly deployed DNS services by Customer or Customer's agent. XXX will
provide primary domain name service in an interim time frame not to exceed 90
days to allow Customer to establish a registered domain name(s) with the
InterNIC. XXX will provide primary domain name service on a fee basis for the
length of the service agreement, if agreed to in writing prior to installation
of DNS service.
Routing Ability on the Internet
Customer acknowledges and recognizes that the Internet is a World Wide
interconnection of privately owned networks and as such, the ability to route or
transmit or receive messages, data and/or files is limited to the capabilities
of the various systems and the individual policies of the network owners. XXX
will maintain its own network in a fashion that will provide the necessary
bandwidth to carry Customer's contracted traffic in an efficient manner. XXX
will filter non-aggregated routes at a level that is consistent with best
engineering practices and enhances ELI's network stability. While XXX strives to
deliver as near error free transmission and access services as reasonably
possible, it accepts no responsibility for failure of routes, connections,
packet loss or router/server rejections that are beyond its control. XXX, from
time to time, purchases network access from other national service providers to
facilitate its own deployed backbone networks. Because the information flow and
network traffic changes dynamically, XXX may find it necessary to rebalance its
own backbone to provide efficient routing capabilities. These changes may impact
the routing paths that a customer's information uses to enter or exit ELI's
network. For these reasons, XXX does not guarantee specific network entrance or
exit points.
Demonstration of a Working Connection
XXX will use the following methods to demonstrate that its Internet data network
is functioning between its equipment and the Customer's equipment, as specified,
and constitutes the extent of its responsibility determining that it has met its
contract to provide a working interconnection with its routing equipment. (1) If
Customer has no terminating equipment installed at their end of the circuit,
Customer or XXX will provide an electrical loopback at the furthest reasonable
point. XXX will transmit a properly framed signal to the loopback and will
monitor the returned data for proper timing and framing. This demonstrates a
functioning circuit. (2) If Customer installs a CSU/DSU, XXX will send a loopup
command to the CSU/DSU and will perform the same tests as in (1) above, provided
the CSU/DSU responds to the loopup command. (3) If Customer has a working router
attached to the CSU/DSU, XXX will perform the tests in (2) above plus XXX will
send data grams to the router and watch for them to be echoed back without
errors. If the physical link tests good and the datagrams return without error,
then XXX has met its obligation for connectivity between Customers location and
ELI's terminating equipment.
Demonstration of Routing in ELI's Autonomous System
XXX requires that Customer uses static routing protocol according to the
specifications contained in RFC1812. BGP4 routing protocol may be used if
approved by ELI's Data Engineering department in writing prior to implementation
and use of the BGP4 protocol. IF BGP4 is approved, Customer will be allowed to
transit Customer's approved autonomous system number across ELI's network.
Requests to transit any additional autonomous system numbers across ELI's
network may be approved on a fee basis to be determined at the time of request.
Customer's static routes will automatically trigger a re-distribution of any
static route to BGP routing protocol. XXX will broadcast its BGP4 information to
its network 's IP networks by providing copies of the routing table entries
contained in its routers if requested. Customer may request that XXX respond to
route failures. If the failure is caused by Customer's network, this assistance
may be chargeable for time and materials at ELI's prevailing rates.
Rights and Obligations of Customer
(a) Customer shall at its own expenses undertake all necessary preparation
required to comply with ELI's installation and maintenance instructions.
Customer is responsible for obtaining IP addresses prior to order completion. IP
addresses may be obtained from the InterNIC directly or via XXX. Clients must
complete the appropriate InterNIC template located at the Internet address
xxxx://xx.xxxxxxxx.xxx/xxxx/xxxxxxxxx.xxxx or follow the XXX instructions
located on the Internet at xxxx://xxx.xxx.xxx/xxxxxxxxx.xxxx. Customer failure
to obtain IP addresses prior to completion of the Sales Order does not release
Customer from XXX contractual obligations. In addition, if any routers or other
customer premises equipment ("Equipment") is being supplied as part of XXX
services to Customer by XXX, Customer shall be responsible for the costs of
relocation of such Equipment once installed by XXX, and shall provide to XXX and
to suppliers of communications lines reasonable access to Customer's premises to
maintain such Equipment or to perform any acts required by this Agreement.
(b) Customer shall not do any of the following or permit any third party under
its control (including its customers and their authorized users) to do the
following and must include provisions in its service agreements for its
customers and authorized users that restrict them for doing any of the
following:
- restrict or inhibit any other user from using and enjoying the
Service and/or the Internet;
- post or transmit any unlawful, illegal, obscene, or pornographic
information of any kind, including without limitation any transmission
constituting or encouraging conduct that would constitute a criminal
offense, give rise to civil liability, or otherwise violate any local,
state, national or international law, including without limitation the
U.S. export control laws and regulations;
- post or transmit any information or software which contains a virus,
worm, cancelbot or other harmful component;
- upload, post, publish, transmit, reproduce, distribute, or
participate in the transfer or sale, or in any way exploit any
information, software or other material obtained through the Internet
which is PROTECTED BY COPYRIGHT or other proprietary rights or
derivative works with respect thereto, without obtaining permission of
the copyright owner or rightholder, or
- Use the Service in violation or contravention of the
Telecommunications Act of 1996, or any other applicable law,
regulation, order or other governmental directive, or abuse or
fraudulently use the Service in any way not specifically set forth
above.
Should Customer discover that any of its customers or authorized users have
committed any of the above, Customer must take reasonable steps to enforce its
agreement with its customer or authorized user.
In addition, neither Customer nor any third party under its control (including
its customers and their authorized users) may affect or participate in any of
the following activities through the Service:
- post a single article or advertisement to more than ten (10) Usenet
or other newsgroups, fora, email mailing lists or similar groups or
lists;
- post to any Usenet or other newsgroups, fora, email mailing list or
similar group or list articles which are off-topic according to the
charter or other public statement of the group;
- send unsolicited mass mailings to more than twenty-five (25) email
users, if such unsolicited electronic mailings provoke complaints from
the recipients;
- engage in any of the foregoing activities using the service of
another provider, but channeling such activities through an XXX account
or remailer, or using an XXX account as a mail drop for responses; or
- falsify or "spoof" user information provided to XXX or to other users
of the Service, and for handling all complaints and trouble reports
made by its own customers and authorized users.
Equipment or Software not Provided by XXX
(a) Except as otherwise agreed to by the parties, XXX shall not be responsible
for the provision and installation of equipment or software not provided by XXX;
nor shall XXX be responsible for the transmission or reception of information by
equipment or software not provided by XXX.
(b) It is expressly understood that Customer shall be responsible for the use
and compatibility of equipment or software not provided by XXX. In the event
that Customer uses equipment or software not provided by XXX which impairs
Customer's use of the Service, Customer shall nonetheless be liable for payment
for the Service. Upon notice for XXX that the equipment or software not provided
by XXX is causing or is likely to cause hazard, interference or service
obstruction, Customer shall eliminate the likelihood of hazard, interference or
service obstruction. At Customer's request, XXX will troubleshoot difficulties
caused by equipment or software not provided by XXX. Customer shall pay XXX for
these troubleshooting services at current prevailing rates.
(c) XXX shall not be responsible if any changes in the Service cause Customer's
equipment or hardware to become obsolete, require modification or alteration, or
otherwise affect performance of equipment or hardware.
(d) In the event Customer provides one or more routers to interface with the
Service, the following terms apply:
- XXX reserves the right to allow or refuse the make, model and/or
software revision of customer-provided router to be used as the gateway
to the Service.
- Customer will cooperate with XXX in setting the initial configuration
for the router's interface into the Service.
Rights and Obligations of XXX; Disclaimer of Warranties
(a) XXX shall operate and maintain the Service. Customer shall be responsible
for maintaining its own network and routers that interface with the Service. XXX
shall not be responsible for cabling that connects equipment not provided by XXX
to XXX equipment or the Service.
(b) If XXX provides equipment to Customer, Customer agrees that such equipment
may not be used for unauthorized purposes. Equipment provided by XXX to Customer
is owned and controlled by XXX and such equipment must be returned to XXX upon
termination of this Agreement. Customer hereby grants to XXX the right to
recovery XXX provided equipment from Customer's premises upon termination of
this Agreement.
(c) Customer understands that Customer, Customer's customers, and Customer's
authorized users may access the Internet through the Service. Customer
understands further that, except for certain products and services specifically
identified as being offered by XXX, neither XXX nor any of its affiliates
operates or controls the Internet in any way, and that all merchandise,
information and services offered or made available or accessible on the Internet
are offered or made available or accessible by third parties who are not
affiliated with XXX or its affiliates. Customer assumes total responsibility and
risk for customer's use and customer's customers' and authorized users' use of
the service and the Internet. Neither XXX nor its affiliates makes any express
or implied warranties, representations or endorsements whatsoever (including
without limitation warranties of title or noninfringement, or the implied
warranties of merchantability or fitness for a particular purpose) with regard
to any merchandise, information or service provided through the Internet, and
they shall not be liable for any cost or damage arising either directly or
indirectly from any such transaction. It is solely customer's responsibility and
customer's customers' and customer's authorized users' responsibility to
evaluate the accuracy, completeness and usefulness of all opinions, advice,
services and other information, and the quality and merchantability of all
merchandise, provided through the service or on the Internet generally.
(d) Customer understands further that the Internet contains unedited materials
some of which are sexually explicit or may be offensive to some people. Customer
and customer's customers and authorized users access such materials at their own
risk. XXX has no control over and accepts no responsibility whatsoever for such
materials.
(e) The service is provided on an "as is" and "as available" basis without
warranties of any kind, either expressed or implied, including but not limited
to warranties of title, noninfringement or implied warranties of merchantability
or fitness for a particular purpose. No advice or information given by XXX, its
affiliates or its contractors or their respective employees shall create a
warranty. Neither XXX nor its affiliates warrants that the service will be
uninterrupted or error free or that any information, software or other material
accessible on the service is free of viruses, worms, trojan horses or other
harmful components. (f) Under no circumstances shall XXX, its affiliates or its
or their employees or contractors be liable for any direct, indirect,
incidental, special, punitive or consequential damages that result in any way
from customer's (or customer's customers or authorized users') use of or
inability to use the service or to access the Internet or any part thereof, or
customer's (or customer's authorized users') reliance on or use of information,
services or merchandise provided on or through the service, or that result from
mistakes, omissions, interruptions, deletion of files, errors, defects, delays
in operation, or transmission, or any failure of performance.
(g) If Customer is dissatisfied with the Service or with any terms, conditions,
rules, policies, guidelines, or practices of XXX in operating the Service,
Customer's sole and exclusive remedy is to terminate this Agreement in
accordance with the Master Service Agreement and discontinue using the Service.
(h) XXX has no obligation to monitor the Service. However, Customer agrees that
XXX has the right to monitor the Service electronically from time to time and to
disclose any information as necessary to satisfy any law, regulation or other
governmental request, to operate the Service properly, or to protect itself or
its subscribers. XXX will not intentionally monitor or disclose any private
electronic-mail message unless required by law. XXX reserves the right to refuse
to post or to remove any information or materials, in whole or in part, that, in
its sole discretion, are unacceptable, undesirable, or in violation of this
Agreement.
Deposits
XXX may require Customer, prior to or during the provision of service pursuant
to this Agreement, to tender a deposit in an amount to be determined by XXX in
its reasonable discretion to be held by XXX as a guarantee for the payment of
charges. To determine the financial responsibility of Customer and/or the
specific amount of any deposit required, XXX may rely upon commercially
reasonable factors to assess and manage the risk of non-payment, including but
not limited to payment history for telecommunications service, number of years
in business, bankruptcy or insolvency history, financial statement analysis and
commercial credit bureau rating.
It shall be Customer's responsibility to provide to XXX upon request such
information as is necessary for XXX to determine the financial responsibility of
Customer, including but not limited to Customer's tax returns, audited and
unaudited financial statements and loan applications. A deposit does not relieve
Customer of the responsibility for the prompt payment of bills upon
presentation. The failure of Customer to post a deposit as required by XXX
pursuant to this paragraph shall constitute a material breach of this Agreement
by Customer which shall entitle XXX to terminate this Agreement and the service
provided hereunder upon five (5) days written notice to Customer. When the
service for which the deposit has been required is discontinued, the deposit
will be applied to the final xxxx and any credit card balance will be refunded
to Customer.
Failure to Comply With Agreement
XXX may deny Customer access to all or part of the Service, or may cut off
Customer's access or refuse to post or remove any information or materials
proposed to be posted by Customer or Customer's customers or authorized users,
if Customer or Customer's customers or authorized users engages in any conduct
or activities that XXX in its sole discretion believes violates any of the terms
and conditions in this Agreement; provided that, in the case of denial or
cut-off of access. XXX shall give Customer twenty-four (24) hours notice of its
intention to deny or cut-off access. If XXX denies Customer access to the
Service because of such a violation, neither Customer nor Customer's customers
or authorized users shall have any right to access through XXX any materials
stored on the Internet, to obtain any credit(s) otherwise due to Customer, and
such credit(s) will be forfeited, and to access third party services,
merchandise or information on the Internet through XXX. Further, in the event
XXX denies or cuts off access to the Service, XXX shall have no responsibility
to notify any third-party providers of services, merchandise or information of
such action nor shall XXX assume any responsibility for any consequences
resulting from any lack of notification.
Notwithstanding the foregoing, XXX reserves the right to terminate service
immediately and without notice to Customer in order to maintain system integrity
or to comply with any law, regulation, court order, or other governmental
request. If you have any questions regarding the above policies, please contact
xxxxxxxxxx@xxx.xxx.
CUSTOMER ELECTRIC LIGHTWAVE, INC.
Print Name: Xxxxx Xxxxxx Representative: Xxxxx Xxxxxx
Signature: /S/ Signature: /S/
---------------------- ---------------------------
Title: President Title: Account Executive
Company: Utah WebWorks, Inc. Electric Lightwave Incorporated
