Total Wireless Wireless Access/Lease/Installation Agreement

Effective: Nov 2012

  1. This Wireless Internet Access/Lease/Installation Agreement (“this Agreement”) is entered into this day _____ of______________, 20___, between Total Highspeed (TH), and ___________________________________ (“Client”). TH shall provide Client with a wireless connection to the Internet (the “Connection”) with a _____Kbps base bandwidth, and burstable to ____________Kbps. In consideration for the Connection, Client shall pay TH the sum of $________ each month during the term hereof.

  2. TH agrees to lease to Client equipment necessary to establish a wireless Internet connection, specifically, a Subscriber Module, Surge Suppressor, Power Injector, and Ethernet cables (all such equipment referred to herein as the “Leased Equipment”). With the exception of manufacturing defects, which shall be remedied by TH without charge to Client at any time during the term of the Agreement, Client shall bear all risk of loss in respect to the Leased Equipment, including, but not limited to damages caused by weather or other conditions existing at Clients location, and Client shall return the Leased Equipment to TH in good working order within ten(10) days of the date of any termination of this Agreement, or client is subject to a cost of replacement.

  3. TH shall provide Client with the labor necessary for the normal installation of wireless Internet equipment at the location set forth below. In consideration for the installation, Client shall pay TH a one-time installation fee of $ _______ which shall be due upon Client execution hereof.

  4. Client understands that the installation services included in this contract are limited to the installation of a Subscriber Module (SM), a Surge Suppressor (SS), one cable to connect the SM and SS, and one cable which will run from the SS into the customer location via one (1) hole through an exterior wall of Client’s structure. TH shall not be responsible for additional installation tasks not specifically listed in this Section 4, which may be deemed desirable or necessary by client or the installer. Client shall be responsible for the additional work subsequently requested by Client.

  5. All payments for service, lease and /or installation should be in the form of Major Credit Card, cash or check. If Client does not return all the Leased Equipment to TH in good working order within ten (10) days of the date of the termination of this Agreement by either party, Client authorizes TH to submit a charge on the Client’s credit card account in the amount of the replacement value of the Leased Equipment not returned. If Client does not wish to use a credit card, a security deposit of $00 shall be deposited with TH. This deposit will be refunded when all the Leased Equipment is returned to TH in good working order.

  6. Client understands that the Connection operates through an Ethernet Connection the Ethernet card shall be provided and installed by Client, at the Clients expense.

  7. TH shall not be responsible or liable for any of the following:

    1. Any obstruction(s) that might be erected or grow between the antenna at Clients’ location and the POP which causes degradation to loss of service.
    2. Debris or ice on the antenna located at Client’s location.
    3. Aiming or re-aiming the antenna located at Client’s location more than ten (10) days after its installation.
    4. Repair or restoration of any structure or surface altered or penetrated by TH during the installation or removal of antenna, mast, tripod, wiring or any other TH Equipment located at Client’s location.
  8. Client understands that wireless Internet connectivity requires direct radio line of site, and that any obstruction between the POP and the antenna located at Client’s location may block the signal and cause the failure of the Connection. In the event that foliage disrupts service, TH will attempt to reconfigure the equipment to restore service. Client may incur charges for any extra hardware and service labor at that time. If service cannot be restored within fifteen (15) days of Client’s notice to TH of a service interruption, either party may terminate this Agreement. Upon any termination of the Agreement pursuant to the preceding sentence, Client shall receive a refund of a pro-rata portion of the service fee for any period in excess of forty-eight (48) hours that Client has paid for service, but the Connection was not operational.

  9. Client acknowledges that all fees are non-refundable after the Connection becomes operational (the “Activation Date”).

  10. Permitting and Landlord Approval.

    1. It shall be Client’s responsibility to obtain any required permits, consents or, for the installation of TH Equipment on property not owned by Client, Landlord approval in the form set following: Landlord consents to the installation, maintenance and removal of equipment required for the Connection, _________________________ Signature of Landlord for Approval.
  11. The term of this Agreement shall commence on the Activation Date and shall end ______ months after such date. Unless notice is given by either party to the other not less than thirty (30) days prior to the end of the initial term, this Agreement shall automatically be renewed for additional term(s) of equal length to the initial term. TH may change the monthly charges payable under this Agreement for any renewal term by notifying Client at least thirty (30) days prior to the beginning of any renewal term of such a rate change.

  12. Client will be invoiced monthly in advance for all amounts due and owing to TH. All payments are due within 15 days after the date of such an invoice. Client’s use of the Connection may be suspended if payment is not received by TH within thirty (30) days of the date of the date of such an invoice. Payments shall be made at, or mailed to TH at P. O. Box 1048, Nixa, MO 65714, or at any alternative address as TH may subsequently advise Client thereof.

  13. Client represents and warrants to TH that the Leased Equipment shall be at all times prior to its return to TH be located at the address of Client written below.

  14. The Connection is intended solely for use within the home, apartment, or office in which it is originally installed. Client may not share the connection with other locations, unrelated parties, other business entities or their employees. Reselling Internet services obtained through the Connections is strictly prohibited.

  15. I Client terminates this Agreement any time after implementation, but before expiration, Client will pay a lump sum equal to 30% of the charges of the remainder of the then current term of the Agreement. If TH terminates, Clients use of the connection for violation of TH’s acceptable use policy, Client shall pay, immediately, a lump sum equal to the charges for the remainder of the then current term of the Agreement.

  16. Through the Connection TH provides Client access to the Internet. Client hereby acknowledges that the Internet is a separate and independent network of computers, which is not owned, operated or managed by TH or any way affiliated with TH or any of its affiliates. Client’s use of the Internet shall be solely at Client’s own risk and is subject to all applicable laws and regulations. Access to the Internet is dependent on numerous factors, technologies, and systems, many of which are beyond TH’s authority and control.

  17. The Connection and TH’s network can 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. This includes, but is 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 or judged by TH to be inappropriate or improper, such as transmitting bulk e-mail messages, or using a peer-to-peer network.

  18. TH makes no warranty, express or implied, including but not limited to, that the Connection is suitable for a particular purpose. TH shall not be responsible for any loss of data resulting from delays, non-deliveries, mis-deliveries or service interruption, however caused. Use of any information obtained through TH’s network shall be at Client’s network shall be at Client’s own risk. TH specifically disclaims any and all responsibility for the accuracy or quality of information obtained through the Connection.

  19. Routine maintenance and periodic system repairs, upgrades and reconfigurations, public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor disputes and other situations, including mechanical or electrical breakdowns, may result in temporary impairment or interruption of service. As a result, TH does not guarantee continuous or uninterrupted service and serves the right, from time to time, to temporarily reduce of suspend service without notice. Client shall indemnify and hold THJ and its directors, officers, employees, and agents harmless from any and all obligations, charges, claims, liabilities and fees incurred as the result of interruptions or omissions of service under this Agreement. Client consents to the periodic monitoring of Client’s use of the Connection and TH’s network by TH as may be reasonably required by TH to conduct its quality control activities.

  20. Upon the occurrence of a breach by Client of any provision hereunder, TH, reserves the right, in addition to any other remedies which may be available to it, to terminate this Agreement and the services to Client therein.

  21. Client agrees to pay all costs incurred by TH in enforcing the terms of the Agreement, including, but not limited to reasonable attorney fees. In the event of any litigation arising out of this Agreement, the other party shall indemnify the prevailing party for all costs incurred in such litigation, including but not limited to, reasonable attorney fees.

  22. This Agreement is deemed to be entered into in the State of Missouri and the parties agree that any dispute arising under this Agreement shall have its venue in Greene County, Missouri, and any such dispute shall be governed by and constructed in accordance with the laws of the State of Missouri.

  23. TH may assign this Agreement without Client’s prior consent and all of TH’s rights, title, and interest herein shall insure to the benefit of such assignee, its successors and assigns. The Agreement shall not be assignable by Client except with the written consent of TH. Subject to the foregoing, this Agreement shall be binding upon and insure to the benefit of the parties hereto and their respective successors and assigns.

  24. Neither party shall disclose any of the terms and conditions of the Agreement without prior written consent of the other.

  25. Client agrees to indemnify and hold TH harmless for any injuries or damages sustained during or as a result of the installation of the Leased Equipment by Client or by any agent of Client.

  26. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

  27. All notices, elections, and waivers required or otherwise given hereunder shall be in writing and shall be served, unless otherwise provided, on the parties or their respective attorneys, if any, personally; by mail with postage prepaid and deposited into the United States mail, by facsimile transmission, or by electronic mail at the addresses set forth below. If mailed or transmitted as aforesaid, notices, elections, and waivers shall be deemed given on the date of such mailing or transmission (except as elsewhere provided herein).

  28. This agreement contains the entire understanding between and among the parties and supersedes any prior understandings, and agreements among them respecting and subject matter of this agreement.

  29. Customer must give Total Highspeed (30) days notice of termination of service. Client shall receive a refund of a prorated portion of the service fee if and only if 30 days notice has been given.