Contract Terms and Conditions

API Digital Service: Customer agrees to purchase the API Digital Communications, LLC. (“API Digital”) Products and/or Services outlined in the Service Order on the terms and conditions described herein and reflected in the tariff on file at the governmental regulatory authority in the state in which this Agreement was signed Conflicts between this Agreement and the tariff shall be resolved in favor of the tariff. Customer agrees to remain a subscriber of the service for a minimum period of one (1) year from the date of service activation. This Agreement shall automatically renew for successive one (1) year periods on the same terms and conditions contained herein until terminated by either party by providing written notice no less than 30 day prior to the end of the then current term. Notwithstanding the previous sentence, Customer may terminate the Service within the initial 30 days following activation in the event Customer, in its good faith judgment is not satisfied with the Service.

Notice of termination should be made in writing to the API Digital Customer Service, 1821 University Drive, Huntsville, Alabama 35801.
Rights and Obligations of Customer: API Digital's Services are to be used only for lawful purposes and in accordance with API Digital's Acceptable Use Policy. Failure to comply with these obligations and the obligation in the Acceptable Use Policy shall constitute a violation of these terms and conditions and possible termination of this Agreement at API Digital's discretion. If Customer operates hardware or software that API Digital determines in its sole discretion may cause hazard, interference, or service interruption to API Digital provided equipment or Services or API Digital’s network, Customer shall immediately remove the offending hardware or software upon notice. Customer agrees that API Digital, in its discretion, may access Customer’s network in order to deliver an Internet Control Message Protocol (ICMP) ping in order to determine the number of IP addresses being utilized by Customer.

Proprietary Rights: API Digital grants Customer a non-exclusive, non-transferable license to use the Products and Services provided hereunder. Title, property rights, software licenses and hardware licenses and agreements, including all intellectual property rights to such Products and Services, are and shall remain with API Digital or API Digital’s licensor, whether or not they are embedded in any Product or Service. Customer shall not attempt in any way to alter, re-engineer, tamper with, or otherwise misuse such Products and Services. In all cases, the IP addresses assigned for Customer use remain the property of API Digital and shall revert back to same upon Customer termination.

Installation: Installation and one-time charges set forth on the Service Order(s) are due upon installation. Should the Customer cancel or change the Services requested prior to the Due Date, the Customer shall pay API Digital all costs incurred by API Digital to install the Services or in preparing to install the Services that otherwise would not have incurred. Installation charges are nonrefundable. Customer shall provide API Digital and its suppliers reasonable access to Customer's premises including the point at which any interconnected Telco services are provided to Customer. Customer also is responsible for any and all additional Telco charges arising as a result of necessity to schedule or reschedule Telco suppliers, as well as all Telco maintenance and diagnostics charges that may be needed. Once API Digital Services and equipment have been installed, Customer shall be responsible for any fees associated with relocation of equipment if requested by Customer or Customer’s landlord. If Customer desires to downgrade bandwidth within the initial three months following activation of the Services or following any upgrade, Customer agrees to pay a one-time downgrade fee of $750 and any applicable Telco fees. If Customer desires to downgrade bandwidth after the initial three months after activation of the Services, Customer agrees to pay a one-time installation fee of $300. Customer may upgrade/increase its bandwidth at the standard installation cost, unless other equipment upgrades may be necessary to accommodate the increased bandwidth.

Customer Premise Equipment: In cases where API Digital provides customer premise equipment, API Digital shall provide the initial equipment configuration and verify operability with its network. API Digital shall determine the configuration and type of equipment to be used. Customer is responsible for operating the equipment within the parameters of the manufacturer’s specifications. API Digital may choose, at its sole discretion, to provide software upgrades for hardware. Additional personnel support required due to Customer intervention shall be chargeable to Customer at API Digital's then-current rates. API Digital’s point of demarcation shall be the Ethernet side of the router. In cases where the customer provides premise equipment, API Digital must be allowed administrative rights to the equipment. API Digital is not responsible for repair or replacement of damaged, customer-owned equipment.

Service of Equipment Provided by API Digital: In the event of failure of equipment sold by API Digital to Customer during the warranty period covering the equipment, API Digital shall replace the faulty equipment with like equipment as reasonably as possible after notice. In the event of failure of equipment sold by API Digital after the expiration of the warranty covering the equipment, API Digital shall service the equipment for Customer at its then-current maintenance rates.

Invoicing and Payment of Service: Initial rates for the Services are set forth in the Service Order(s). The initial rates shall be in effect for the duration of the initial service commitment. API Digital shall invoice Customer monthly, in advance. The price of the Service described in the Service Order(s) does not include sales, usage, excise, ad-valorem, property or any other taxes now or hereafter imposed, directly or indirectly, by any governmental authority or agency with respect to the Services or Products. Customer agrees to pay such taxes directly or reimburse API Digital for any such taxes. This bill is due and payable in full on the date shown on the bill. Customer may prepay for the services for the term of this Agreement.

Non-Payment/Customer Termination: A late charge equal to the lesser of 1-1/2% per month or the maximum rate permitted by law may be applied to each of Customer's service bills not paid by the due date. This late charge is applicable to the unpaid balances as of the due date. Customer shall pay API Digital all costs including, without limitation, reasonably attorney fees, the fees of any collection agency, and any other costs incurred by API Digital in exercising any of its rights under this Agreement. If Customer terminates the Agreement, or if API Digital terminates the Customer for a violation(s) of the Acceptable Use Policy, Customer shall immediately pay a lump sum equal to the charges for the remainder of the then-current term of the Agreement.

Limitation of Liability: API Digital exercises no control whatsoever over the content of any information passing through its network. Customer agrees that API Digital makes no representation that it can provide uninterrupted service. API Digital is not responsible for any damages Customer may suffer for any reason, including, but not limited to content passing through its network, loss or degradation of data resulting from delays, non-deliveries, wrong deliveries, or for any and all service interruptions whether caused by the acts or omissions of API Digital and its employees, of Customer, or of any other party other than the credits outlined herein. API Digital shall not be liable for acts or omissions of other carriers, equipment failures or modifications, acts of God, strikes, government actions, or other causes beyond its reasonable control. Customer further agrees to indemnify and hold harmless API Digital from any and all claims resulting from Customer's use of the equipment or Services, or violation of the Acceptable Use Policy. API Digital MAKES NO WARRANTIES WITH RESPECT TO THE PRODUCTS OR SERVICES OF ANY KIND WHATSOEVER, EXPRESS ORIMPLIED, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESSFOR ANY PARTICULAR PURPOSE ARE HEREBY DISCLAIMED AND EXCLUDED. API Digital SHALL NOT BE LIABLE TO ITS CUSTOMER ORANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. In no event may Customer recover damages in excess of the total amount paid by Customer to API Digital over the twelve (12) months preceding the event-giving rise to a claim for damages. All disputes between Customer and API Digital shall be resolved by means of an arbitration conducted under the auspices and rules of the American Arbitration Association. Any dispute not raised within one (1) year is waived.

Transfer and Assignment: Customer may not sell, assign or transfer this Agreement without the prior written consent of API Digital. API Digital may assign this Agreement upon written notice to Customer.

Governing Law: This Agreement is governed by the laws of the State of Alabama without regard to its choice of law provisions.