Lan2Wan will provide the Customer with Services designated on a Service Order form (known as the Service Order Agreement or SOA).
Customers will submit to Lan2Wan a signed SOA to request any and all Services. Lan2Wan will confirm the availability of the Services requested. Once approved by an authorized Lan2Wan representative Lan2Wan will initiate the orders. After services have been delivered it will be considered that Lan2Wan has accepted the SOA. Lan2Wan makes no guarantees as to the accuracy of information on the SOA.
Both Lan2Wan and Customer agree that once the service has been delivered it will be deemed that both parties have agreed to the contents of the SOA.
Customers use of any Lan2Wan Service or equipment or facility constitutes acceptance of these Terms and Conditions.
A Customers account is considered a single inclusive entity even though it may consist of several Lan2Wan Services.
Service and Term
Lan2Wan will provide Customer with Services as provided herein, and in an accepted, SOA. Lan2Wan will notify Customer upon delivery of said services. Customer will have forty-eight (48) hours from Lan2Wan notification, to test the services.
After the initial forty-eight (48) hours, if no problem has been reported by the Customer (in writing), it is deemed that the Customer has unconditionally accepted the services, and that date will be the Start of Service Date" (known as the SOS Date") and billing will commence as of the SOS date.
Customer may request a specific SOS Date of which billing will not start before this date. If customer requests a specific SOS Date then it must be on the initial SOA.
Lan2Wan make no guarantees, either expressed or implied, as to the service delivery date.
The Term of Service will be one (1) year from the first of the month following the SOS Date unless otherwise stated on the SOA. At the end of the Initial Term, the SOA will renew for successive Renewal Terms equal in length to the Initial Term unless and until terminated as provided herein.
Service Charges, Billing and Payment Terms / Suspension of Service
Refer to the SOA for pricing, recurring and non-recurring charges. Service charges are on the SOA and do not include applicable taxes and/or fees. Customers claiming tax exemption must provide Lan2Wan with a properly executed exemption form. Certain regulatory and special access fees are not considered taxes and will need to be paid by tax exempt customers, if applicable.
Unless otherwise indicated in the applicable SOA, Lan2Wan will bill Quarterly in Advance charges for all Service to be provided during the ensuing months except for charges which are dependent upon usage of Service, which charges will be billed in arrears. Lan2Wan will invoice Customer for all charges incurred by, and credit due to Customer as set forth in the SOA. Based upon SOS date, the first invoice will be prorated to the nearest 1/3 or 1/4 month, and include the next quarter-in-advance period of service. Adjustments of the quantities for Service discontinued in any billing period will not be pro-rated.
Invoices for Services are due and payable in U.S. funds within twenty (20) days of the invoice date unless otherwise indicated on the applicable Invoice. Payments not received within twenty (20) days of the invoice date are considered past due. In addition to Lan2Wan undertaking any of the actions set forth in this Agreement, if any invoice is not paid in full when due, Lan2Wan may:
apply a late charge equal to 15% of the invoice or the maximum legal rate, if less;
apply a returned check fee of $25;
require an additional Security Deposit or other form of security;
suspend or terminate service without notice and
apply a reinstatement fee of $100 per circuit + any Carrier charges and/or re-installation costs;
take any legal action in connection with any other right to remedy Lan2Wan may have under this Agreement or at law or in equity.
In the case of default by Customer, Customer agrees to pay Lan2Wan its reasonable expenses, including attorney and collection agency fees.
Disputed invoices must be paid in full. Where deemed valid by Lan2Wan, appropriate credits will be issued on future invoices.
All Carrier charges are the responsibility of the customer. This includes Customer supplied communications lines, premises and wiring from Carrier DMARC, Carrier and building service charges, etc.
All taxes, government and regulatory fees applicable to the services are the responsiblitiy of the customer.
There are no refunds of any pre-paid amounts, regardless of the circumstance(s).
Service Use and Interruption
Lan2Wan agrees to maintain the Services in a manner as described in
Section 8 "Maintenance and Operation of Service and Equipment". Services may be temporarily interrupted or curtailed due to equipment modifications, upgrades, relocations, repairs and similar activities necessary for the proper operation of the Services.
Customer's use of Services must comply with Lan2Wan's Acceptable Use Policy (AUP) as described in Section 11 "On-Line Conduct", and all applicable laws and regulations whether Local, State or Federal.
Termination
If Customer terminates the
Service before the end of the current Term (whether an Initial Term or a Renewal Term) then the Customer will be responsible for paying all fees, charges, and Term commitments (which may include any cancellation fees that Lan2Wan may incur from carriers or vendors) in full.
Either Party may terminate the SOA at the end of an Initial Term or Renewal Term by providing the other Party with at least sixty (60) days advance written notice. Notices provided will not be effective until the end of the current term OR the last day of the following 2nd month (e.g. a notice received April 20th is effective June 30th) whichever is the later date.
The provisions of all Sections provided herein and in the SOA shall survive the termination of the SOA.
Lan2Wan has the right to delete all data, files or other information stored in a Lan2Wan system if the service with Lan2Wan is terminated, for any reason, by either party.
There will be no refund of, or credits for, any pre-paid amounts even if Customer stops using the service prior to the end of the current Term.
All Lan2Wan equipment supplied for the term of Service shall be returned to Lan2Wan no later than 7 business days after the termination of Service, complete and in good and serviceable condition. If equipment is not returned on time or is returned incomplete or damaged, the Customer will be invoiced at the full amount of the replacement cost for the equipment. All shipping and packing is the responsibility of the Customer.
Disclaimer of Warranty and Limitation of Liability
Service is provided AS IS.
Lan2Wan makes no warranties of any kind, whether expressed or implied, for the Services it is providing.
Lan2Wan also disclaims any warranty of merchantability of fitness for a particular purpose. Lan2Wan will not be responsible for any damages Customer suffers. This includes loss of data resulting from delays, non-deliveries, miss-deliveries, or service interruptions caused by its own negligence or Customer errors or omissions, or due to inadvertent release or disclosure of information sent by the Customer. Lan2Wan is not responsible for Customer files residing on Lan2Wan systems or Customer systems.
Lan2Wan exercises no control over the content of the information passing through it.
Customer hereby releases Lan2Wan from liability arising from the use of content accessed via Lan2Wan Services.
Lan2Wan's performance under this agreement shall be excused in case of labor difficulties, governmental orders, civil commotions, acts of god, acts of terrorism, or other conditions or circumstance beyond its reasonable control.
Lan2Wan shall not be liable if changes in operation, procedures, or services require modification or alteration of equipment at the Customer's site, render the same obsolete or otherwise affect its performance.
Lan2Wan shall not be liable for any incidental, special, consequential, or punitive damages including but not limited to loss of profits, loss of business, or business opportunity.
Lan2Wan makes no representations; either expressed or implied, concerning the service, and expressly disclaims warranties of fitness for a particular use or purpose, warranty of merchantaility and any other warranty implied by law.
Additional Provisions
Customer is responsible for:
payment of all charges applicable to the Service (including charges incurred as a result of fraud or unauthorized use of the Service);
providing access to the Customer's premises as needed where service is to be provided, if applicable.
Lan2Wan has the right to delete all data, files or other information stored in our systems if the service with Lan2Wan is
terminated, for any reason, by either PARTY.
Customer shall ensure that Lan2Wan's services are used for lawful purposes. Transmission of any material or act in violation of any applicable law, rule or regulation is prohibited. This includes, but is not limited to: copyrighted material, material legally judged threatening or obscene, or material protected by trade secret. Customer agrees to indemnify and hold harmless Lan2Wan from any claims resulting from its use of the Lan2Wan Services including damages to Customer and other parties. Any violation of this provision may result in an immediate termination of all Customer's Services. Customer shall be responsible for any and all penalties and/or damages for violation of any of the laws, rules or regulations, and shall hold Lan2Wan harmless against any and all claims as a result of violation of this provision. If Services are terminated due to a violation of this provision it will be deemed that the Customer terminated the service and Customer will be responsible for all fees as provided herein and in the SOA.
Maintenance and
Operation of Service and Equipment
Customer is solely responsible for, and shall pay for any costs and expenses related to, the maintenance and operation of all Customer equipment at the Customer's site.
Lan2Wan at its sole discretion may choose to fix and or replace any Lan2Wan supplied equipment related to providing the service at the Customer's site.
Lan2Wan's standard maintenance windows are Sunday to Saturday from 12:00 am to 6:00 am Local Time. Scheduled maintenance will be performed during the maintenance window and may be coordinated between Lan2Wan and the Customer.
Changes, Substitution and Relocation
Lan2Wan at its exclusive discretion may substitute, change, modify, relocate, and/or rearrange any of the Services or equipment or facilities involved in the provision of Lan2Wan Services.
Co-Location Services: Access to and Use of Lan2Wan Data Centers and Facilities
Insurance and Liability
Customer agrees to carry liability insurance of no less than $1,000,000 naming Lan2Wan as an additional insured;
Customer agrees to carry sufficient loss/damage insurance to cover its own equipment.
Customer is liable for any damage caused by the Customer to Lan2Wan's facilities, equipment and/or other Customer's equipment in any Lan2Wan facility. Customer may only access that portion of Lan2Wan's data center/facility (the "Data Center") made available by Lan2Wan to Customer for the placement of Customer's equipment and use of the Lan2Wan's Services ("Customer Area"), as approved by Lan2Wan Each piece of equipment installed in a Customer Area (the "Customer Equipment") must be clearly labeled with Customer's name (or code name provided in writing to Lan2Wan) and individual component identification. Each connection to and from a piece of Customer Equipment shall be clearly labeled with Customer's name (or code name provided in writing to Lan2Wan) and the starting and ending point of the connection. Customer Equipment must be configured and run at all times in compliance with the manufacturer's specifications, including power outlet, power consumption and clearance requirements. Customer shall use its best efforts to provide Lan2Wan with at least 48 hours prior notice any time it intends to connect or disconnect any Customer Equipment or other equipment. Since Customer access to Lan2Wan facilities is escorted only, Customer shall use its best efforts to provide Lan2Wan with at least 48 hours prior notice any time it intends to gain access to any facility.
Customer is responsible for all equipment, installation and monthly recurring charges relating to any and all communications circuits that Customer may order for connection in any of Lan2Wan's Data Centers. Customer will notify Lan2Wan upon order of communications circuits that will be installed in Lan2Wan's Data Center, and will provide Lan2Wan with appropriate order numbers, expected delivery dates, and vendor contract information necessary for Lan2Wan to coordinate the installation.
On-Line Conduct (Acceptable Use Policy/AUP)
Customer acknowledges that Lan2Wan exercises no control whatsoever over the content of the information passing through Customer's site(s) and that it is the sole responsibility of Customer to ensure that the information it and its users transmit and receive complies with all applicable laws, rules and regulations. Customer will not, and will not permit any persons ("Users") using Customer's on-line facilities and/or services, including, but not limited to, Customer's web site(s) and transmission capabilities, to do any of the following ("Prohibited Activities"):
send unsolicited commercial messages or communications in any form;
engage in any activities or actions that infringe or misappropriate the intellectual property rights of others, including, but not limited to, using third party copyrighted materials without appropriate permission, using third party trademarks without appropriate permission or attribution, and using or distributing third party information protected as a trade secret information in violation of a duty of confidentiality;
engage in any activities or actions that would violate the personal privacy rights of others, including, but not limited to,collecting and distributing information about Internet users without their permission, except as permitted by applicable law;
send, post or host harassing, abusive, libelous or obscene materials or assist in any similar activities related thereto; attempt to gain unauthorized access to, or attempt to interfere with or compromise the normal functioning, operation, or security of any network, system, computing facility, equipment, data, or information. A Customer may not use the Internet Services to engage in any activities that may interfere with the ability of others to access or use the Internet Services or the Internet. A Customer may not use the Internet Services to monitor any data, information, or communications on any network or system without authorization. A Customer may not attempt to gain unauthorized access to the user accounts or passwords of other users;
intentionally omit, delete,
forge or misrepresent transmission information, including headers, return mailing and Internet protocol addresses;
engage in any activities or actions intended to withhold or cloak Customer's or its Users; identity or contact information;
use the Lan2Wan connectivity services for any illegal purposes, in violation of any applicable laws or regulations or in violation of the rules of any other service providers, web sites, chat rooms or the like; and
assist or permit any persons in engaging in any of the activities described above. If Customer becomes aware of any Prohibited Activities, Customer will use best efforts to remedy such Prohibited Activities immediately, including, if necessary, limiting or terminating User's access to Customer's on-line facilities.
Investigation
Lan2Wan reserves the right to investigate suspected violations of the Prohibited Activities. When Lan2Wan becomes aware of possible violations, Lan2Wan may initiate an investigation which may include gathering information from the Customer or Customers involved and the complaining party. During an investigation, Lan2Wan may block access at the router level to customer's equipment involved. If Lan2Wan believes, in its sole discretion, that a violation of the Prohibited Activities has occurred, it may take responsive action. Such action may include, but is not limited to, temporary or permanent blocking of access to Customer's equipment, and the suspension or termination of the Customer's service. Lan2Wan reserves the right to release the contact information of Customers involved in violations of system security to system administrators at other sites, in order to assist them in resolving security incidents. Lan2Wan will also fully cooperate with law enforcement authorities in investigating suspicious activities.
On-Site Conduct at Lan2Wan's Data Centers and Facilities
Only those individuals identified in writing to Lan2Wan by the Customer on the Customer Information Form ("Representatives") may access the Lan2Wan Data Centers. Customer shall deliver prior written notice to Lan2Wan of any changes to the Customer Information Form and the list of Representatives. Customer and its Representatives shall not allow any unauthorized persons to have access to or enter any Lan2Wan Data Centers. Customer and its Representatives may only access that portion of an Lan2Wan Data Center made available by Lan2Wan to Customer for the placement of Customer's equipment and use of the Lan2Wan Data Center (the "Customer Area"), unless otherwise approved and accompanied by an authorized Lan2Wan representative. Customer and its representatives agree to adhere to and abide by all security and safety measures established by Lan2Wan from time to time and provided by Lan2Wan to Customer. Customer and its Representatives shall also not do or participate in any of the following:
misuse or abuse any Lan2Wan property or equipment or third party equipment;
make any unauthorized use of or interfere with any property or equipment of any other Lan2Wan Customer;
harass any individual, including Lan2Wan personnel and representatives of other Lan2Wan Customers;
engage in any activity that is in violation of the law or aids or assists any criminal activity while on Lan2Wan property or in connection with the Lan2Wan Data Center Services
Customer and its Representatives shall keep each Customer Area clean at all times. It is each Customer's responsibility to keep its area clean and free and clear of debris and refuse. Customer shall not, except as otherwise agreed to in writing by Lan2Wan:
place any computer hardware or other equipment in the Customer Area that has not been identified in writing to Lan2Wan;
store any paper products or other combustible materials of any kind in the Customer Area (other than equipment manuals);
bring any Prohibited Materials (as defined below) into any Lan2Wan Data Center. "Prohibited Materials" shall include, but be not limited to, the following:
food and drink;
tobacco products;
explosives and weapons;
hazardous materials;
alcohol, illegal drugs and other intoxicants;
electro-magnetic devices which could unreasonably interfere with computer and telecommunications equipment;
radioactive materials;
photographic or recording equipment of any kind (other than tape back-up equipment).
The Customer agrees to use Lan2Wan's services only for lawful purposes, in compliance with all applicable laws, rules and regulations. Specific Activities that are prohibited include, but are not limited to: threatening harm to persons or property or otherwise harassing behavior; violating U.S. export control laws for software or technical information; and fraudulently representing products or services.
Special Conditions - IP Address Assignment and Use
In the event that a Customers assigned IP address(es) become poisoned due to SPAM, unauthorized access, hacking, illegal or unlawful activities, or any other use that may result in the IP address(es) and/or Lan2Wan
being blocked, listed as abuser, reported for abuse, listed as poor/bad reputation or regulatory or legal action taken against Lan2Wan as a result of use, the Customer will be responsible, at their own cost, for satisfying and performing all actions necessary to restore the IP address(es) and Lan2Wan to clean reputation standing.
If within 30 days of notification, the Customer has not restored the assigned IP address(es) and Lan2Wan to a clean reputation and satisfied all requirements and any financial penalties involved, the Customer will remit to Lan2Wan the greater of $1,000 per IP address or the actual cost (including any and all fees, penalties, judgements and legal costs) of clearing the reputation of the IP address(es) and Lan2Wan
SIP/VoIP/vPBX Reasonable Use Policy
Lan2Wan has prepared this Reasonable Use Policy ("RUP") as a guide for its customers to understand the intended and permissible uses of our service, and to prevent exploitation, fraud, and abuse of its unlimited calling plans and features. This RUP is applicable to all Lan2Wan voice related services.
Lan2Wan's service is a business voice service. It is engineered to process and deliver traffic profiles and utilization levels of typical business customers' calling patterns (hereafter also referred to as "normal" business use). "Unlimited" refers to that type and level of usage. "Typical" refers to the calling patterns of at least 95% of our customers on a particular calling plan. Service utilization that is indicative of, or arising from, impermissible or fraudulent use, and/or resale of service(s) is prohibited.
Customer may not use Lan2Wan's services or devices in any way that is illegal, fraudulent, improper or inappropriate. Customer may not use any automated means to manipulate the service or use the service to violate any law, rule, regulation or any third party's intellectual property or personal rights.
Lan2Wan reserves the right to review a Customer's account and take further action, including, but not limited to, immediate suspension of services if account usage is beyond normal standards for typical customers on the same service plan, impermissible or detrimental to our operations. Lan2Wan may assess abnormal usage based on comparisons to the usage patterns and levels of other customers on the same service plan(s). If Lan2Wan determines that a Customer is engaging in abnormal or impermissible usage, Lan2Wan will use commercially reasonable efforts to inform the Customer and may provide the Customer with the opportunity to correct the improper usage. If Lan2Wan affords the Customer the opportunity to correct their abnormal usage patterns and Customer fails to immediately conform to normal use, Lan2Wan may exercise its right to transfer Customer to a more appropriate service plan, charge applicable rates for that plan, implement other limitations or suspend or terminate the service with or without notice. If Lan2Wan believes that the service(s) have been used for an unlawful purpose, Lan2Wan may immediately terminate the Customer's service with or without notice and/or forward the relevant communication and other information to the appropriate authorities for investigation and prosecution. Lan2Wan reserves all of its legal rights.
Miscellaneous
Governing Law - This agreement shall be governed by and construed and enforced in accordance with the laws of the State of Wyoming, without regard to its choice of law provisions.
Notices - The Terms and Conditions herein supersede all other representations, understandings or agreements and shall prevail notwithstanding any variance with Terms and Conditions or any SOA, or order submitted.
Updates - Lan2Wan reserves the right to change these Terms and Conditions at any time. Changes shall become effective when revised Terms and Conditions are posted to this web site.
