Service Agreement
Terms and Conditions

1. This Agreement does not include equipment or phone line charges, which shall be the responsibility of Customer. Further, Customer shall be responsible for all additional charges imposed by the local telephone company, including but not limited to, monthly line charges, installation charges, special construction charges, loop conditioning charges and Right-of-Way charges.
2. Customer must have a third party other than FIDELITY ACCESS configure its router. Any additional assistance required shall be billed on a time and material basis at a rate of $95.00 per hour.
3. Customer will be invoiced monthly in advance for the monthly charges set forth above, plus sales tax. All payments are due upon receipt of such invoice and if payment in full is not received within 30 days after the date of such invoice, interest at a rate equal to the lesser of 1‑1/2% per month or the maximum amount permitted by law shall be added to the amount due.
4. If Customer terminates this Agreement prior to the full term, Customer shall be liable to FIDELITY ACCESS for a termination fee equal to 50% of the monthly charge for each month remaining in this Agreement from the date of termination. Any notice of termination of this Agreement must be in writing, addressed to FIDELITY ACCESS as set forth below and sent by certified mail, return receipt requested.
5. Customer hereby acknowledges that the Internet is not owned, operated, managed by or in any way controlled by FIDELITY ACCESS or any of its affiliates, and that it is a separate network of computers independent of FIDELITY ACCESS.
6. FIDELITY ACCESS’S network may only be used for lawful purposes. The transmission of any material in violation of any local, state, national or international law or regulation is prohibited. Violations of law include, but are not limited to, copyrighted material, material legally judged to be threatening or obscene, material protected by trade secret or material that is otherwise deemed to be proprietary. Customer agrees to be bound by the terms and conditions contained in FIDELITY ACCESS’ ACCEPTABLE USE POLICY, as set forth on the FIDELITY ACCESS Web Site.
7. FIDELITY ACCESS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The disclaimer of warranties includes but is not limited to loss of data resulting from viruses, delays, nondeliveries, misdeliveries or service interruption however caused. Use of any information obtained through FIDELITY ACCESS’ network is at Customer’s own risk and FIDELITY ACCESS specifically disclaims any responsibility for the accuracy or quality of information obtained.
8. FIDELITY ACCESS does not guarantee continuous or uninterrupted service. Routine maintenance shall be scheduled by FIDELITY ACCESS for normal upgrades of hardware and software in a reasonable timeframe with adequate warning to Customer Adequate warning is two days advance notice by voice or E-mail to FIDELITY ACCESS customers. Every effort will be made to perform this maintenance during off peak hours, which are defined as between 6PM and 8AM, local time. FIDELITY ACCESS may be prevented or hindered from timely satisfying any provision set forth in this Agreement because of a shortage or inability to obtain services or equipment, strikes or other labor difficulties, governmental restrictions, public emergency, fire, casualties, acts of God, Internet traffic, or any other cause, including mechanical or electronic breakdowns, beyond FIDELITY ACCESS’ reasonable control.
9. Customer may not transfer or sublease any portion of its Connection. Customer may only allow use of its connection by an individual or entity which is an employee or affiliate of its organization.
10. FIDELITY ACCESS reserves the right to, from time to time, monitor Customer’s activity. Upon the occurrence of a default by Customer of any provision hereunder, including but not limited to failure to pay within the required 30 day period, FIDELITY ACCESS reserves the right, in addition to any other remedies which may be available to it, to terminate this Agreement and the services provided hereunder. No failure on the part of FIDELITY ACCESS to exercise, and no delay in exercising any right, power or remedy created hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy by any such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No waiver by FIDELITY ACCESS of any breach of or default in any term or condition of this Agreement shall constitute a waiver of or assent to any succeeding breach of or default in the same or any other term or condition hereof.
11. Customer shall indemnify FIDELITY ACCESS, its affiliates, officers, directors, licensees and licensers from any and all claims and expenses, including, without limitation, reasonable attorney fees arising from its breach of any provision of this Agreement.
12. This Agreement is deemed to be entered into in the State of Ohio. The parties agree that any dispute arising under this Agreement shall have as its venue Cuyahoga County, Ohio and any such dispute shall be governed by and construed in accordance with the laws of the State of Ohio. Each party waives any and all objections based on venue and forum non conveniens.
13. FIDELITY ACCESS may assign this Agreement without Customer’s consent and all of FIDELITY ACCESS’ rights, title and interest herein shall inure to the benefit of such assignee, its successors and assigns. This Agreement shall not be assignable by Customer except with the prior written consent of FIDELITY ACCESS. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
14. Neither party shall disclose any of the terms and conditions of this Agreement without the prior written consent of the other, provided, however, in any of its sales and marketing materials, FIDELITY ACCESS may refer to Customer as its customer.
15. This Agreement may be modified only by a written instrument signed by the party against which the modification is being enforced.
16. Any notice required to be given hereunder shall be in writing and shall be deemed to have been delivered when deposited in the United States mail, registered or certified mail, return receipt requested with adequate postage affixed and addressed to the persons set forth in the signature block hereto or to such other address as either party may provide to the other in accordance with the provisions hereof. A copy of any notice to FIDELITY ACCESS shall also be sent to General Manager at the address set forth below.
17. This Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby and supersedes any other prior or simultaneous agreement related to such matters.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.