EXHIBIT 10.23
ConnecTen, L.L.C. Network Access Agreement
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
Urban Cool Network. Inc. (hereafter referred to as "Customer") wishes to obtain
access to certain networks using a network connection (hereafter referred to as
Connection) described in Attachment A, and Connecten, L.L.C. (hereafter referred
to as Connecten) wishes to provide access to the Internet to Customer via the
Connection for the charges as described in Attachment A, pursuant to the terms
and conditions of the Agreement. Attachment A is incorporated into this
agreement as fully as if stated herein.
1. CONNECTEN'S DUTIES AND OBLIGATIONS: During the term hereof, Connecten
shall provide Customer with access to the Internet through Connecten's
network. Any and all access to other networks via Connecten's network must
be in compliance with all policies and rules of those networks. Connecten
exercises no control whatsoever over the content of any information
passing through Connecten's network. Stated bandwidths apply only to the
Customer to Connecten router port attachment described in Attachment A. No
guarantee or representation of end-to-end bandwidth on the Internet is
made. In the event that any telecommunication link supplied by telephone
service provider as described in Attachment A suffers a disruption in
service to Customer or Connecten, Connecten shall have no liability to
Customer.
2. CUSTOMER'S DUTIES AND RESTRICTIONS: Customer shall provide all necessary
preparations required to comply with Connecten's installation, maintenance
and operational specifications; and will be responsible for all costs of
relocation of services once installed by Connecten and/or its vendors; and
will provide Connecten and/or its vendors reasonable access to Customer's
premises to perform any acts as required by this Agreement.
Connecten's services are only to be used for lawful purposes. Any
transmission or re-transmission of material in violation of any Federal or
State laws and or regulations is expressly prohibited. Customer is further
bound by the terms of Connecten's Policies and Procedures, which may be
amended from time to time at Connecten's sole discretion, and may be
reviewed on Connecten's Web Page at xxx.xxxxxxxxx.xxx. Customer hereby
acknowledges receipt of Connecten's current Policies and Procedures.
As a Connecten customer you may not sell, assign, or transfer your service
order without prior written consent of Connecten which consent will not be
unreasonably withheld by Connecten. Connecten may at any time sell,
assign, or transfer this agreement with no notice to Customer.
The provision of Connecten's services and/or products is subject to
Connecten's continuing approval of Customer's credit-worthiness. All
Connecten customers shall furnish financial information as Connecten may
from time to time request to re-determine credit-worthiness.
3. NON-CONNECTEN SUPPLIED HARDWARE/SOFTWARE: The installation and maintenance
of all equipment and/or software products that are NOT provided by
Connecten, are the responsibilities of Customer. Connecten will not be
responsible for the installation and/or service on equipment and/or
software that was not provided by Connecten. Customer is responsible for
the use and compatibility of hardware and software not provided by
Connecten. In the event that Customer uses hardware and/or software that
impairs Customer's use of Connecten's services, Customer shall nonetheless
be liable to continue making payments to Connecten. Upon notice from
Connecten that hardware and/or software not provided by Connecten is
causing, or, in the sole opinion of Connecten, is likely to cause hazard,
interference or service obstruction, Customer shall eliminate the hazard,
interference or service obstruction at once at Customer's sole cost and
expense. Customer will, if necessary, pay Connecten to troubleshoot
problems caused by such equipment and/or software not provided by
Connecten. Connecten will not be responsible if any changes in hardware,
software or services cause equipment not provided by Connecten to become
obsolete, require modification or alteration, or in any other way affect
the total performance of Connecten on an end-to-end basis and protect the
Connecten backbone network and those networks attached to the Connecten
network. In the case of Customer owned hardware and/or software connected
to the Connecten network, Customer is totally responsible for any and all
service of that equipment. Connecten, at its option, can supply technical
services in the form of consulting and/or service to Connecten's
customers at their request. Such services are billed out at rates set on
the Connecten pricing sheet and/or at rates that are in effect at the time
such services are requested. Connecten has the right to refuse such
technical services at its sole option. ON LEASED TELEPHONE LINES, NO
MATTER WHO THE LEASING PARTY IS, Connecten MUST HAVE FREE AND OPEN ACCESS
TO SUCH LINES. This will allow Connecten's operations staff to test and
isolate any troubles the Customer and Connecten might experience.
4. TERM: The term of this Agreement is set forth in Attachment A.
5 RATES: The monthly rates for services are set forth Attachment A.
6. SUCCESSFUL INSTALLATION: Successful installation is defined as the point
in time when Connecten can send and receive a "ping" from Connecten's
router to Customer's router.
7. PAYMENT: Any installation charges and an amount equal to the Total Monthly
Fee, as described in Attachment A, is required to be paid at the time
services are ordered. THESE CHARGES ARE NON-REFUNDABLE. Upon successful
installation of the connection, the pro-rated amount of the current
month's usage and the next month's usage will be due. Thereafter, payments
shall be due on the first of each month. Payments are due in full no later
than twenty (20) days after the first of each month. There is a five-(5)
day grace period. Upon expiration of the five-(5) day grace period,
Customer's service is subject to interruption. If service is interrupted
for non-payment, a restoration fee of an amount equal to the Total Monthly
Fee as described in Attachment A, shall be required for service to be
restored. In the event that service is interrupted for non-payment,
Customer's service shall not be restored until all current charges,
including restoration fees, are paid in full. This policy shall be
strictly enforced.
8. TERMINATION: Internet Access Service that is provided on a month to month
basis may be canceled by either Connecten or Customer with one months
notice in writing. Only a written request to terminate service relieves
Customer from the obligation to pay your charges AT THE CONCLUSION OF
THIRTY (30) DAYS. Internet Access Service that is provided for one year
terms or longer, as described in Attachment A, may not be canceled by
either Connecten or Customer unless such cancellation is agreed to by both
parties in writing.
In the event of termination of this Agreement, Connecten may:
A. Accelerate all payments due under this agreement and declare
them due immediately.
B. Enter Customer's premises and repossess all hardware and/or
software it loaned to Customer. Customer will provide
Connecten full and free access to the hardware and/or software
for this purpose; and,
C. Deny Customer further access to the Internet hereunder without
liability on the part of Connecten to Customer.
9. PAYMENT TERMS: A late payment charge at no more than 1 1/2% per month or
fraction thereof may be assessed on payments not received by Connecten
within 30 calendar days after due. The payment schedule is described in
Attachment A.
10. CANCELLATION: If this Agreement is canceled by Connecten because of
Customer's default, the total of payments described in Attachment A shall
be accelerated and the total amount due shall be payable upon demand.
11. TAXES: Prices and fees are exclusive of all federal, state, municipal, or
other government excise, duties, sales, use, occupational, or like taxes
now or hereafter in force, and are therefore subject to increase in an
amount equal to any tax Connecten may be required to collect or pay upon
sale, licensing, or delivery of any services, other than federal, state,
and local taxes based on Connecten's income. Customer agrees to pay
Connecten for all such taxes upon receipt of the invoice therefor.
12. MODIFICATIONS: Customer shall not add to, delete from, or otherwise modify
any router configuration without Connecten's prior written consent, and
any unauthorized modifications shall void Connecten's warranty obligations
in Section 5 hereof and terminate any obligation of Connecten to furnish
support or revisions.
13. LIMITED WARRANTY; EQUIPMENT: All Connecten supplied Equipment is warranted
against defects in materials and workmanship, under normal use and
service, for a period of thirty (30) calendar days from the date of
delivery and Successful Installation. In addition to the Connecten Limited
warranty, Connecten passes through any applicable manufacturer's
warranties to Customer.
Connecten's sole obligation and liability under the above warranties shall
be, at Connecten's option, either to repair or correct errors or defects.
or to replace any defective Product or parts thereof. The above warranties
are contingent upon Customer's promptly advising Connecten of any errors
or defects. Connecten may require Customer to return any warranted Product
to Connecten for inspection and/or repair. The above warranties are
contingent upon proper use in the application for which the Products were
intended and are not applicable to Products which have been modified
without Connecten's approval, or errors/defects due to Customer neglect or
misuse, accident, electrical power failure, or causes other than ordinary
use.
EXCEPT FOR THE FOREGOING, Connecten SHALL HAVE NO LIABILITY TO
Customer OR ANY OTHER PARTY FOR ANY GENERAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES RESULTING FROM USE OR PERFORMANCE OF THE
PRODUCTS OR SERVICES. NO OTHER WARRANTY IS EXPRESSED AND NONE SHALL
BE IMPLIED. ANY AND ALL IMPLIED WARRANTIES INCLUDING, BUT NOT
LIMITED TO INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.
14. GENERAL:
a) Connecten shall not be liable for delays in any of its performance
hereunder resulting from act of God, war, civil disturbance, court
order, labor dispute or other cause beyond its reasonable control.
b) In the event that any action or proceeding is brought in connection
with this Agreement, the prevailing party herein shall be entitled
to recover its costs and reasonable attorney's fees.
c) SERIAL NUMBERS. Customer releases Connecten from any and all
responsibility for maintaining serial number integrity with respect
to replaced and replacement equipment. Customer shall be solely
responsible for notifying its lessors, secured creditors, and other
similar parties of any equipment replacement and corresponding
serial number changes, and shall hold Connecten harmless from all
liability, loss, damage, cost, or expense arising from Connecten's
furnishing of replacement equipment bearing serial numbers different
from replaced equipment. Customer understands that the serial
number(s) of any replacement equipment furnished by Connecten under
the warranty provisions hereof, or any Equipment Replacement
Agreement between Customer and Connecten, will differ from the
serial number(s) of the equipment being replaced.
Connecten, L.L.C.
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx III
--------------------------- -------------------------------
Title: Vice President Title: CEO
------------------------ ----------------------------
Date: 10/15/98 Date: 8/16/98
------------------------- -----------------------------
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxx III
------------------------- -----------------------------
Attachment A
This Agreement is for a term of 1 year, This Agreement shall automatically renew
at the end of the term unless either party notifies the other party in writing
of its intention not to renew the Agreement at least 45 days before the end of
the term. The renewal pricing shall be at Connecten's current pricing at the
time of renewal as stated in Connecten's pricing literature.
Connecten shall provide Customer with a na circuit (hereafter referred to as
"circuit") from Customer's network to Connecten's network. The circuit is being
purchased from na and installed by na and/or their vendors. The circuit shall be
installed at Customer's premises as shown below.
Customer's Premises for' location of circuit
The circuit shall provide a network connection with a bandwidth of na.
This stated bandwidth is only for the Connecten from Customer's router port to
Connecten's router port. No guarantee or representation of end-to-end bandwidth
on the Internet is made or implied.
The following Products and/or Services are included in this Agreement:
Description Installation Monthly Fee
10 megabit connection to Connecten network 1200.00 1200.00
with 1 meg available co-location services
including: rack space, power, air, 24hr
access, monitor, keyboard, and mouse
Dedicated use of the following servers:
Server A -- Intel P200. 128mb ram, 9 gig scsi
disk, Dat tape drive
Server B -- Intel p200, 128mb ram, 4.5 gig
scsi disk
Total Monthly Fee 1200.00
[LETTERHEAD OF ALLEGIANCETELECOM,INC.]
June 2, 1999
To Our Customers at Connecten:
On March 31, 1999, our assets were acquired by Allegiance Telecom and our key
team members accepted positions with Allegiance. Our team will continue to
provide the same level of service for our customer base. They may contacted at
Allegiance at the following numbers:
Xxxx Xxxxx 000-000-0000
Xxxxx Xxxxxxxxx 000-000-0000
Xxx Xxxx 000-000-0000
Based in Dallas, Allegiance is developing a world class network in 24 markets
within the United States. With more than $1 billion in cash, Allegiance was
picked as the number one technology company in the Metroplex by the Dallas
Business Journal. We believe our customers now have access to finest network,
facilities and financial resources available in the United States.
Our facility at 2929 Elm will remain open for an interim period. It is
anticipated that all facilities will be consolidated with the Allegiance network
located at the Infomart in Dallas over the next few months. An open house for
all of customers will be scheduled in June and we strongly encourage you to
visit our new facilities.
Please continue to mail your payments to 2929 Elm as shown on the invoice with
checks payable to Connecten. We anticipate changing the billing system to
Allegiance on your next invoice.
Thank you for your business and we appreciate your support as a customer of
Connecten.
/s/ Xxx Xxxx /s/ Xxxxx Xxxxxxxxx /s/ Xxxx Xxxxx
----------------------- ------------------------- --------------------------
Xxx Xxxx Xxxxx Xxxxxxxxx Xxxx Xxxxx
