Pilot Wireless Legal

Modern companies are challenged with enabling business communications from anywhere, to anyone.

Master Service Agreement

These Terms of Service (“TOS”) describe the contractual agreement between us, Pilot Wireless, LLC, an affiliate company of Arrow Networks, LLC (“Arrow” or “Company”) and you, the Customer (“Customer”). The TOS is incorporated into the documents signed by Arrow and the Customer called the Master Service Agreement (MSA) and Service Order Addendum(s) (“SOA”), setting forth the details of the terms and specific services which you have ordered and contracted for with Arrow.

1. Application of Terms of Service

These TOS are incorporated by reference to the Master Service Agreement (“MSA”) and Service Order Addendum(s) (“SOA”) between Arrow Networks (“Arrow”) and Customer. If there is any conflict between the rates, terms and conditions set forth in the applicable tariff, the SOA, the TOS, MSA or any Addendum to the MSA (“Addendum”), the following order of precedence shall apply: the terms and conditions of the applicable filed tariff shall have first precedence, any Addendum shall have second precedence, the TOS shall have third precedence, and the MSA and/or SOA shall have fourth precedence.

2. Access to the Services

2.1 Service. Arrow agrees to provide Customer the services, equipment and or software described in each SOA. Services provided under any SOA shall be governed by the terms and conditions set forth in the MSA and/or SOA and in this TOS, as well as the terms and conditions found in applicable Arrow tariffs or price lists on file with state regulatory agencies and/or with the Federal Communications Commission (the “FCC”). Arrow reserves the right, in its sole reasonable discretion, to reject any MSA, Addendum, or SOA(s) prior to Arrow’s signature. Arrow will use reasonable efforts to install services ordered under the SOA(s); however, Arrow does not guarantee that services will be installed and provisioned on Customer’s desired date for installation. During the term of any SOA(s), Arrow reserves the right to modify pricing as set forth in the SOA(s) or elsewhere upon 30 days written notice to Customer (where such notice may be provided by email to Customer); in such event, Customer shall be free, by providing written notice to Arrow during the 30-day notice period, to terminate the service(s) for which pricing was increased.

2.2. Service Terms. The Terms and Conditions, Privacy Policy, and terms that govern Arrow Networks services, each set forth at www.arrownetworks.com/legal, are incorporated by reference in this Agreement (collectively, the “Services Terms”). The Service Terms may be amended or supplemented from time to time by Arrow Networks.

2.3. Third-Party Services & Authorization. The Services may include the resale or other provision by Arrow of third-party products or services (the “Third-Party Services”). Customer’s use of Third-Party Services, and Arrow’s liability with respect to Third-Party Services, are each subject to the terms, conditions and agreements, including service level agreements, provided by the Arrow's respective Third-Party Services providers (the “Third-Party Terms”). Customer may be required to accept the Third-Party Terms directly with the Third-Party Services provider prior to using the Services. To the extent Arrow electronically accepts any Third-Party Terms as part of setting up any Services, Customer irrevocably authorizes Arrow to act as Customer’s limited agent for this purpose and acknowledges and agrees that Arrow is in no event a party to any such Third-Party Terms. Arrow will not be liable for the acts or omissions of Third-Party Services providers, and Arrow is not be responsible for any remedies set forth in the Third-Party Terms. Arrow will use commercially reasonable efforts to seek and pass along to Customer available remedies for issues with Third-Party Services. Customer’s remedies with respect to any issues with Third-Party Services that affect multiple customers are limited to a proportionate amount of any remedies received by Arrow as may be set forth in the Third-Party Terms. For purposes of this foregoing sentence, “proportionate” means a percentage equal to the product of (i) the resources utilized by Customer divided by (ii) the total resources utilized by all of the affected customers, as determined by Arrow acting reasonably. + LOA.

3. Technical Support

For certain Services, technical support will be provided directly by the Third-Party Services provider or via its designated support partner. Technical support for other designated Services may be provided by Arrow, and no Third-Party Services provider is obligated to provide direct technical support to Customer under this Agreement, for such designated Services, unless specifically set forth otherwise in the Order. If Arrow’s relationship with a Third-Party Services provider is terminated, technical support for the related Services may be provided by the Third-Party Services provider directly or via another reseller and Customer and/or its end-users will be required to sign up for such Services with another with the Third-Party Services provider directly or with another reseller.

4. Administrative Access

Arrow may maintain an administrative account for Customer’s Services solely for technical support and account management purposes.

5. Rates and Charges

5.1. Rates: Rates for Products and Services are defined in the relevant SOA(s) or in the TOS.

5.2. Rate Adjustments: Arrow may impose on Customer additional regulatory fees; administrative charges; and charges, fees, or surcharges for the costs Arrow incurs in complying with governmental programs. These fees, charges or surcharges may include state and federal Universal Service Fund (“FUSF”) fees, Compensation to Payphone Providers, Telephone Relay Service, or Gross Receipts surcharges, and the amounts may vary. If the FCC requires that Arrow contribute to the FUSF based on Services that Arrow in good faith has treated as exempt, Arrow will bill Customer the FUSF fees for such Services beginning on the date the FCC establishes that such Services became subject to FUSF contributions.

5.3 Taxes: Arrow’s rates and charges for Services do not include taxes, nor do the rates and charges contemplate those taxes will be deducted or withheld by Customer from the payments Customer makes to Arrow. Customer will pay all taxes, including, but not limited to, sales, use, gross receipts, excise, VAT, property, transaction, or other local, state, or national taxes or charges imposed on, or based upon, the provision, sale or use of Products or Services. Customer will not deduct any withholding taxes (or taxes deducted at the source) from any invoiced amounts. Customer will not be responsible for payment of Arrow’s direct income taxes, employment taxes, and any other tax to the extent that Customer demonstrates a legitimate exemption under applicable law. Additional information on the taxes, fees, charges, and surcharges collected by Arrow is included at the end of this TOS.

6. Term Commitment and Service Start Date

Customer shall utilize Arrow’s service(s) as specified in each SOA for the duration of the term(s) specified in the associated SOA for such services. The initial term of services provided pursuant to each SOA will automatically renew for successive one (1) year periods unless Customer notifies Arrow in writing of Customer’s desire not to renew at least ninety (90) days prior to the expiration of the then current term. The term of any SOA will commence on the “Service Start Date.” The “Service Start Date” shall mean the date when Arrow tests and initiates the service associated with a SOA and notifies the Customer that service has been initiated. On the Service Start Date, Arrow will begin billing Customer for such services.

Arrow is not responsible for any delays that impede the Customer’s ability to use the installed service, including but not limited to, delays requested by the Customer or caused by third party delays incurred because of problems connecting the installed service to the Customer’s LAN, WAN, PBX, or other customer premise equipment (“CPE”) by Customer or third party. Customer will bear the costs of any additional apparatus reasonably required to be installed because of the use of Arrow’s network or facilities. Except as set forth in Arrow’s applicable tariff(s) or a SOA, the minimum period for Services provided is ninety (90) days (“Minimum Period”).

7. Termination

7.1. Termination without Cause: Following expiration of any applicable Minimum Period, either party to an Agreement may terminate any service provided under a month-to-month service option with sixty (60) days prior written notice. In the event Customer terminates or discontinues any service provided under a term plan with Arrow prior to the expiration of the then current term, Customer shall pay Arrow: the monthly recurring charges and minimum monthly usage amount (if applicable) multiplied by the number of months remaining in the service term period (“The early termination charge.”).

7.2. Termination for Cause: Customer shall be in default of an Agreement if:

(a) Customer fails to pay any undisputed amount due hereunder within thirty (30) days of the payment due date, or

(b) Customer provides inaccurate, false, or otherwise misleading information in its application for service, or

(c) Customer utilizes Arrow’s services for any unlawful purpose or for any other purpose than that for which the service is intended, or

(d) Termination for Cause. Either Party may terminate an Order for cause if the other Party commits a material breach of this Agreement that remains uncured after the expiration of thirty (30) days’ written notice specifying the basis for the breach.

(e) In the case of Termination for Cause, the Customer shall be responsible for the costs of all outstanding charges as of the date of the termination. The Customer shall also be liable for any early termination charges as calculated in paragraph 6 above. The Customer shall also be responsible for the return to Arrow of any equipment provided to the Customer by Arrow. The Customer may also be liable for reasonable costs and attorney’s fees associated with the collection of any overdue balances due to Arrow. Any such charges will be due within 30 days of the date of the notice of termination or the date of termination whichever is later.

7.3. Order Cancellation: Customer shall pay an order cancellation fee (a minimum of $250.00 or equivalent to the actual cost of equipment, lines, and installation, whichever is greater) should the Customer initiate the cancellation of Customer’s service order associated with a particular SOA prior to test and turn up of the service. Customer shall be responsible for any charges imposed by an underlying carrier arising out of any delay or inability of the carrier to install services ordered by Customer which delay is caused by the Customer or third party (Customer Not Ready (“CNR”) charges).

Because there may be circumstances under which Arrow may not be able to provide Services, Arrow reserves the right, in such instances, to immediately cancel/discontinue service order(s) without liability or further obligations to the Customer.

8. Payment

8.1 Payments: Customer shall pay all charges included in the monthly invoice including service charges and fees as set forth in each SOA, including, but not limited to, nonrecurring incidental charges (such as charges associated with installation, line maintenance, expedites, moves, adds, changes, deletions, and cancellations), equipment purchases, surcharges, regulatory fees, taxes, and other charges required by law within 30 days from the date of the invoice. The initial invoice for all Arrow services is inclusive of pro-rated charges from the date of service activation, applied one month in advance for voice, hardware, and security services and two months in advance for data and Internet services. Charges for maintenance and repair shall be billed to Customer pursuant the “Arrow Maintenance and Repair Program” and any applicable tariffs. Customer will indemnify Arrow for any and all costs, claims, taxes, charges, and surcharges levied against Arrow relative to a proof of exemption that Customer provides Arrow. Customer shall pay all service charges promptly upon the completion of installation for each specified service associated with each SOA. For the avoidance of any doubt, for installations associated with a service provided under a SOA that includes multiple locations or an installation process that is phased in over a period of time, Customer shall pay service charges promptly upon the completion of each installation for each specified service associated with each SOA at each particular location or the conclusion of each phase of the installation process, whichever is earlier. Additional fees for changes may apply to changes in the Service Order associated with a particular SOA that is requested by Customer after the SOA is signed. Upon Customer’s receipt of an Arrow invoice, all payments associated with the Arrow invoice shall be due and the Customer shall pay such amounts. Arrow will be entitled to reasonable attorney’s fees and costs incurred in connection with the collection of any delinquent balance due to the Company.

8.2. Payment options: Customers may pay by wire transfer, check, money order, AMEX, Visa, or MasterCard. Payments by AMEX, Visa or MasterCard are subject to a 3% surcharge where allowable by law. Arrow reserves the right to assess a late fee of the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law for any payment not received by the due date of the invoice thirty (30) days. The late charges will be in additional to any other charges accrued because of the Customer’s failure to pay for services ordered and delivered or a material violation of the terms of the TOS. All Customer payments to Arrow shall be in U.S. currency, unless otherwise agreed to by Arrow.

9. Charges

9.1. Unauthorized Usage(s): Customer shall be liable for all charges associated with the use of Arrow’s services, including charges that result from theft, abuse, or misuse, as well as fraudulent, and/or unauthorized use of such service not caused directly by documented errors of Arrow.

9.2. Third-Party Charges: Arrow shall not be liable for any third-party charges arising from or related to the termination of any previous agreement for services or the failure of Customer to terminate any previous agreement for services. If any property owner, under which Customer is a tenant, assesses a fee against Arrow in order to, or because of, the provisioning of any services to Customer, Arrow may pass through such charges to Customer.

10. Billing Disputes

(a) If Customer disputes a charge in good faith, Customer shall (1) pay all undisputed charges within 30 days of the date of the disputed invoice, and (2) within 60 days of the date of the invoice provide written, specific notice, with all supporting documentation, to Arrow of the disputed amount through the Arrow claims submission process. All current Customers have access to Arrow’s Customer portal called MAP. MAP requires a username and password that was emailed to the Customer as part of Arrow’s initial Customer welcome package. The portal can be accessed at www.nhcgrp.com. Customers can access Arrow’s billing dispute system via MAP under the Online Bill tab and Invoice section then a subsection called “Billing Ticket Dispute.” Upon the Customer’s submission of a dispute, the Customer will receive an electronically generated billing ticket receipt and number. This ticket number should be used as a reference for all future correspondence. Customers can also email Arrow at billing@nhcgrp.com with dispute information and a billing dispute ticket number will be sent back within two (2) business days. Arrow shall undertake a reasonable, good faith effort to review Customer’s disputes within thirty (30) days of the date Arrow issues a billing dispute ticket number.

(b) Should Arrow deny a dispute submitted by Customer, Customer shall have ten (10) business days by which either to pay the disputed amounts or to escalate the dispute to the level of the Arrow Vice President. Arrow requests that the Customer also escalate the dispute within their organization to a VP or equivalent level. The Arrow Vice President or his or her designee shall provide Customer with written notice of Arrow’ final decision within 30 days of receipt of the notice of escalation. Failure to timely dispute a charge or failure to timely escalate a dispute shall waive any further right to dispute a charge.

(c) Any disputed amount which is not resolved in Customer’s favor shall be paid within ten (10) days of receipt of the final notice of denial of the billing dispute.

(d) This section does not apply to any charges resulting from Customer’s material violation of the terms of the TOS, MSA, Addendum and/or SOA, including but not limited to failure to pay for Services ordered and delivered timely and the termination of Services incurred as a result of a violation of the terms of the TOS, MSA, Addendum and/or SOA.

11. Suspension of Service

Should Customer fail to keep its account current, Arrow has the right to suspend Customer’s service upon ten (10) days written notice (except as specified by FCC or state regulations, where applicable) and continue billing until sufficient payment has been received to bring Customer’s account current. If the service is suspended due to Customer’s non-payment, the Company will not restore service until all charges are paid in full. A minimum $100.00 restoration fee will be charged by the Company.

12. Termination of Service

If the Customer fails to fully pay an outstanding invoice within 30 days of the due date and within 10 days of a notice of suspension or a notice to disconnect services, the Company may disconnect service, without further notice. Upon termination of service, the Company shall reclaim all Company owned IP addresses, all public IP addresses assigned by the Company to the Customer, the Customer shall also be liable for early termination fees as calculated in paragraph 6 above. If service is disconnected but can be restored, the Company will only do so at the Customer’s written request after all charges including a minimum $500.00 restoration charge.

13. Credit Inquiries/Deposits

Customer authorizes Arrow to inquire into Customer’s credit history, including asking consumer reporting agencies and/or other references for Customer credit information. Notwithstanding any applicable laws or regulations to the contrary, Arrow reserves the right, at its sole discretion and at any time, to (a) refuse to provide the service requested or provisioned, or (b) require a non-interest bearing security deposit, refunded upon the payment in full of all outstanding invoices, based on Customer’s credit worthiness. If Customer fails to pay any amount due to Arrow under the TOS, MSA, Addendum or SOA, Arrow shall have the right, but not the obligation, to apply the security deposit to the outstanding amounts due and may demand, as a condition of continued service, that Customer provide an additional non-interest-bearing security deposit.

14. Important Information Regarding Emergency Services

Arrow’s new Voice family of Voice over Internet Protocol (“VoIP”) Services supports E911 Service in much the same way as traditional circuit-based local telephone service, with certain exceptions. Under certain circumstances, E911 Service may not be available through your VoIP service.

(a) For example, E911 Service will also not be available through your VoIP Service if (i) your VoIP-compatible equipment fails, (ii) your internet connection fails, (iii) you lose electrical power to your VoIP-compatible equipment, or (iv) your VoIP, internet service is suspended or terminated, (V)network congestion may cause your E911 call to experience a delay or fail to connect. Finally, E911 Service may not be available/accurate through your VoIP service (i) if you use a telephone number with your VoIP service which is not associated with an e911 physical location, or (ii) during the period in which the physical location at which you are registered to VoIP service is being uploaded or modified into pertinent databases.

(b) Every newVoice telephone number (as of January 6, 2021) is associated with a physical customer address. This way, emergency services know precisely where the caller is located. If the telephone number, phone system, or device is moved to another location. The customer must update its e911 physical address via Arrow customer portal or customer support ticket. If not updated accurately, emergency calls will go to the emergency call center associated with the previous location.

(c) E911 Service will not function outside of the Continental US and Canada. Even if such calls route to the emergency call center associated with the prior location, the emergency operator may not be able to: (i) transfer the emergency call to the correct emergency call center; (ii) dispatch emergency personnel to your new location; and (iii) may not get automatic call-back and automatic location information.

(d) For newVoice VoIP installations, Arrow will notify the customer via email that 911 service has been programmed to the customer’s requested address. Post installation changes to e911 physical address should be updated by customer/end user via Arrow customer portal or creation of customer support ticket.

**E911 changes utilizing Arrow customer portal are near real time

(e) By using the VoIP Services or Arrow Equipment, Customer acknowledges the limitations of emergency services in this section, Customer is advised to read thoroughly and understand this disclosure. Customer acknowledges that it has received the VoIP E911 Disclosure in this section, has read, understands, and agrees to the terms and conditions of this VoIP E911 Disclosure, and assumes the risks associated with the Services.

(f) CUSTOMER ACKNOWLEDGES AND AGREES THAT ARROW DISCLAIMS ANY AND ALL LIABILITY FOR ANY SERVICE OUTAGE OR INABILITY TO COMPLETE EMERGENCY 911 CALLS FROM ANY CUSTOMER LINE OR DEVICE OR THE SERVICES OR TO ACCESS EMERGENCY SERVICE OPERATORS. CUSTOMER SHALL PROTECT, DEFEND, INDEMNIFY, AND HOLD HARMLESS Arrow, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, AND AGENTS AND ANY OTHER SERVICE PROVIDER THAT FURNISHES SERVICES TO CUSTOMER IN CONNECTION WITH THE SERVICE, FROM ANY AND ALL CLAIMS, LAWSUITS, LOSSES, DAMAGES, LIABILITY, FINES, PENALTIES, COSTS, AND EXPENSES INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND COSTS, ARISING FROM, OR RELATED TO, ANY ABSENCE, FAILURE, OR OUTAGE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, EMERGENCY 911 CALLING AND/OR INABILITY OF CUSTOMER OR ANY CUSTOMER EMPLOYEE, THIRD PERSON OR PARTY, OR USER OF THE SERVICES TO BE ABLE TO CALL 911 OR TO ACCESS EMERGENCY SERVICE OPERATOR. IN NO EVENT SHALL Arrow BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES RELATED TO CUSTOMER’S (OR ANY CUSTOMER EMPLOYEE, AGENT, OR CONTRACTOR, OR THIRD PERSON OR THIRD PARTY OR USER OF THE SERVICES) USE OF OR INABILITY TO USE THE 911 CALLING SERVICES.

15. Telephone Numbers

Telephone numbers are assigned to the business entity (Customer) named on the SOA and not to any individual owner or operator of the business. Customer shall designate those individuals authorized to make changes to the Customer’s account with Arrow, including changes to the services or to the telephone numbers in conformity with applicable law. Arrow shall be held harmless for any changes authorized by the individuals designated by Customer. Arrow shall take all reasonable measures to provide Customer with continuation of existing telephone numbers. However, if Customer is changing location at the time of conversion or taking service for the first time at a location, Arrow makes no warranties regarding assignment of particular telephone numbers to Customer. Arrow shall not be liable to Customer for any change in telephone numbers due to actions of any vendor or supplier of services to Arrow. Customer’s reliance upon and/or use of any service numbering information prior to installation and acceptance of service is at the Customer’s risk.

16. Equipment

16.1. Access to Customer Premises and Equipment: Customer shall provide Arrow with reasonable access to Customer’s premises, internal wiring, CPE, and other facilities and equipment to allow Arrow to install, maintain and repair Customer’s service, as reasonable and necessary. With respect to any installation, Arrow reserves the right to bill Customer a $250.00 fee for each missed scheduled appointment date. Should Arrow repeatedly be unable to access the Customer’s premises for required installation and service, Arrow reserves the right to cancel the service request. Arrow is not responsible for any delays that impede the Customer’s ability to use the installed service, including but not limited to delays requested by Customer or caused by a third party or delays incurred because of problems connecting the installed service to Customer’s LAN, PBX, or other CPE by Customer or a third party.

16.2. Arrow Provided Customer Premise Equipment: Equipment may be provided for rent or purchase by Arrow Resources, an affiliate of Arrow or as service associated with one of Arrow’s underlying carrier partners. All equipment charges will be combined with service charges in Customer’s monthly invoice generated by Arrow.

(a) Equipment Rental: Rental equipment is the property of Arrow. Rented equipment is for normal business use only. Arrow will repair or replace all rented equipment that has not been damaged or worn due to excessive use or abuse. The customer must contact Arrow repair via our customer portal accessed through our web site at www.arrownetworks.com to describe the repair issue and to receive instructions regarding the return and replacement of the equipment. The customer will be billed for any equipment that has been damaged or abused beyond normal use or that was lost or stolen from their premises. The specific method of calculation will depend on the relevant facts but, in general, Arrow will calculate the value of such equipment using the “replacement cost” method meaning calculating what it would cost Arrow to replace such equipment considering the age and useful life of such equipment.

(b) Equipment Purchase: All equipment purchased by Customer from Arrow Resources and billed by Arrow, will remain Customer’s property upon the expiration of the Agreement. The Customer will be billed for equipment purchases once the equipment has been shipped to the customer. All purchased equipment has a 1- year manufacturer’s warranty. Upon warranty expiration, the customer is responsible for either repairing or purchasing replacement equipment.

(c) Arrow Property: Arrow equipment and the equipment of Arrow’s underlying carriers will remain the sole and exclusive property of Arrow, its underlying carriers, or Arrow’s assignee, as may be applicable. Customer will not tamper with, remove, or conceal any Arrow equipment, identifying plates, tags, or labels. Customer will indemnify, hold harmless and defend Arrow and its underlying carriers against any liens placed on Arrow equipment or the equipment of Arrow’s underlying carriers due to Customer’s action or inaction. Any lien will be discharged by Customer within ten (10) days of notice of filing. Failure to discharge any such lien is a material breach of this Agreement and may result in immediate termination. Arrow reserves the right to substitute, change or rearrange any equipment used in delivering services that does not affect the quality, cost, or type of services.

(d) Property to be Returned Upon Termination: When any service provided under the Agreement is terminated, all public IP Addresses assigned by Arrow to Customer that are associated with the Agreement’s services being terminated shall revert back to Arrow, and Customer shall return all Arrow property or the property of Arrow’s underlying carriers (including but not limited to Arrow routers, switches, equipment, facilities and software) to Arrow that is associated with the Agreement service being terminated. If the property is not returned and received within sixty (60) days of the service termination date, Arrow will bill Customer for the non-returned property within two (2) monthly billing cycles following the service termination date, which Customer shall pay in full, within thirty (30) days of receipt of such bill.

17. Use of Service

Customer shall not use the service in any manner other than that for which the service was intended and shall refrain from using the services in any manner that would adversely affect the equipment or network of Arrow and/or its underlying carrier, or the service that Arrow and/or its underlying carrier provides to others. Customer shall not use the service in any manner that violates Federal, State or Local laws. Arrow reserves the right to discontinue service without notice in the event of any such unlawful or adverse use Customer understands and agrees that it is liable for all use of this service and/or device by the Customer or any person making use of the service or device. Customer may not use this service or device for any unlawful, abusive, or fraudulent purpose, or in a manner that violates Arrow’s AUP.

18. Interruption of Service

18.1. Interruption of Service Caused By Force Majeure: Arrow shall not be liable for any delay or failure of performance of any part of the Agreement to the extent that such failure or delay is caused by Acts of God, acts beyond the reasonable control of Arrow, inability to secure products or services of other persons or transportation facilities, or acts or omissions of common carriers or third parties.

18.2 Allowances for Interruptions in Service: A credit allowance will be given when service is interrupted, except as specified below. A service is interrupted when it becomes inoperative to the Customer, e.g., the Customer is unable to transmit or receive, because of a failure of a component or service furnished by Arrow. An interruption period begins when Customer reports a service, facility, or circuit to be interrupted through the opening of a trouble ticket and makes it available for testing and repair. An interruption period ends when the service, facility, or circuit is operative. Once the service has been restored, the customer can request a credit via our portal. Credits are available for request after the service has been impacted for twenty-four (24) hours. Please access the tab CUSTOMER SERVICE/BILLING TICKETS and enter the repair ticket information and a request for Arrow to determine the credit. Arrow will respond via the portal within five (5) business days. Credits are calculated based on the number of days out of service calculated after the first twenty-four (24) hours within a standard thirty (30) day month. If the Customer reports a service, facility, or circuit to be interrupted but declines to release it for testing and repair or refuses access to its premises for test and repair by Arrow, the service, facility or circuit is considered to be impaired but not interrupted. No credit allowances will be made for a service, facility or circuit considered by the Arrow to be impaired.

(a) Limitations on Allowances: No credit allowance will be made for any interruption in service:

(i) Due to the negligence of or noncompliance with the provisions of the TOS, MSA, Addendum, and/or SOA by any person or entity other than the Company, including but not limited to the Customer.

(ii) Due to the failure of power, equipment, systems, connections, or services not provided by the Company.

(iii) Due to circumstances or causes beyond the reasonable control of the Company.

(iv) Due to any violation of applicable Federal, State or Local laws by the Customer or caused by the negligence or other failure to comply with its legal obligations.

(iv) During any period in which the Company is not given full and free access to its facilities and equipment for the purposes of investigating and correcting interruptions.

(v) A service will not be deemed to be interrupted if a Customer continues to voluntarily make use of the service.

(vi) During any period when the Customer has released service to the Company for maintenance purposes or for implementation of a customer order for a change in service arrangements.

(viii) That was not reported to the Company within thirty (30) days of the date that service was affected.

(ix) For reasons specified in Section 22 above.

(b) Use of Other Means of Communications: If the Customer elects to use another means of communications provided by Arrow during the period of interruption, the Customer must pay the charges for the alternative service used.

(i) Credits for interruptions in service that are provided and billed on a flat rate basis for a minimum period of at least one month, beginning on the date that billing becomes effective, shall in no event exceed an amount equivalent to the proportionate charge to the Customer for the period of service during which the event that gave rise to the claim for a credit occurred. A credit allowance is applied on a pro rata basis after 24 hours of service impact against the rates specified hereunder and is dependent upon the length of the interruption. Only those facilities on the interrupted portion of the circuit will receive a credit.

(ii) For calculating credit allowances, every month is considered to have thirty (30) days.

19. Warranties

Except as and only to the extent expressly provided in the TOS, MSA, Addendum, or SOA(s) to the contrary, Services are provided “as is.” Arrow makes no warranty, express or implied, as to the description, completeness, quality, merchantability, or fitness for a particular purpose of any service provided pursuant to the Agreement, or that any such service shall be uninterrupted or error-free, unless expressly provided by both Arrow and the Customer. Arrow DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE, UNINTERRUPTED OR SECURE FROM THIRD-PARTY ATTACKS. THE PRECEDING DISCLAIMERS INCLUDE AN EXPRESS ACKNOWLEDGEMENT BY CUSTOMER THAT, AMONG OTHER THINGS, Arrow DOES NOT MAKE ANY PROMISE TO CUSTOMER THAT: THE SERVICES OR PRODUCTS ARE FREE FROM DEFECTS; THE SERVICES OR PRODUCTS WILL PERFORM IN ANY SPECIFIC MANNER, AT A PARTICULAR SPEED, OR TO ANY PARTICULAR STANDARD; MANAGED OR OTHER SECURITY SERVICES WILL PROVIDE ANY PARTICULAR LEVEL OF PROTECTION FOR CUSTOMER’S COMPUTERS, NETWORKS OR SYSTEMS; HOSTED SERVICES WILL MEET ANY PARTICULAR LEVEL OF SECURITY, RELIABILITY OR COMPLIANCE, OR THE SERVICES OR PRODUCTS CAN BE USED FOR A SPECIFIC PURPOSE.

20. Indemnification

Customer shall indemnify, defend, and hold Arrow, its parent, affiliates, employees, directors, officers, agents, underlying carriers, and sub-contractors, harmless from any claim, loss or damages (whether in the form of a demand claim, lawsuit or arbitration, including actual attorneys’ fees, arising from or resulting from Customer’s order or use of the Services, any unauthorized use of the Services, placement of material or content on Arrow’s network, or from use of Arrow’s services by a third party, regardless of Customer’s knowledge or consent. In addition, Arrow shall indemnify, defend, and hold the Customer, its parent, affiliates, employees, directors, officers, agents, underlying carriers, and sub-contractors, harmless from any claim, loss, or damages, including actual attorneys’ fees, from any claim, loss or damages to the extent that such claim, loss or damage was caused by Arrow’s gross negligence or misconduct in connection with the Customers authorized use of the Services.

21. Customer Warranties

21.1 Hazard: Customer represents and warrants that neither its equipment nor facilities will pose a hazard to Arrow’s equipment or facilities or create a hazard to Arrow’s personnel or customers or the public in general.

21.2 Compliance: Customer represents and warrants that its use of the services will comply and conform with Arrow’s AUP along with all applicable federal, state, and local laws, administrative and regulatory requirements and any other authorities having jurisdiction over the subject matter of the Agreement and Customer will be responsible for applying for obtaining and maintaining all registrations and certifications which may be required by such authorities.

21.3 Resell: Customer represents and warrants that it will not resell all or a portion of the service(s) provided by Arrow.

22. Limitations of Liability

THE COMPANY’S LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR DAMAGES ARISING OUT OF CUSTOMER’S USE OF SERVICES AND NOT DISCLAIMED BY WRITTEN AGREEMENT BETWEEN THE PARTIES SHALL NOT EXCEED THE AMOUNT EQUAL TO THE TOTAL NET CHARGES TO THE CUSTOMER FOR SERVICE TO WHICH THE CLAIMED DAMAGES RELATE DURING THE PERIOD IN WHICH SUCH CLAIMED DAMAGES OCCUR AND CONTINUE. IN NO EVENT SHALL ANY OTHER LIABILITY ATTACH TO THE COMPANY.

23. Consequential Damages

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER ANY CIRCUMSTANCE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

24. Assignment

Customer may not assign its rights or delegate its responsibilities as set forth in the TOS, MSA, Addendum, and/or SOA without Arrow’s express written permission. Arrow will permit assignment to a new successor if the Assignment of Services agreement is agreed to by the successor. Arrow may, at any time, assign its rights or delegate its obligations hereunder in accordance with the law of Missouri.

25. Survival

Any accrued rights to payment, any remedies that by their nature would survive including without limitation, indemnification, remedies, warranty disclaimers and limits of liability, shall survive any expiration or termination of the TOS, MSA, Addendum, or the SOA.

26. Compliance with Law

The TOS, MSA, Addendum, and SOA are subject to all applicable law and the obtaining and continuance of any required approvals, authorizations, or tariffs or price lists filed with the FCC or any other governmental agency. Arrow will use good faith reasonable efforts to obtain, retain, and maintain such approvals and authorizations. If any applicable law adversely affects the services or requires Arrow to provide services other than in accordance with the terms of the TOS, MSA, Addendum, and the SOA, Arrow may without liability to the Customer, terminate the affected services upon (30) days written notice to the Customer.

27. Confidential Information

Customer Proprietary Network Information (“CPNI”) shall only be disclosed in accordance with applicable law and Arrow’s policies and procedures. See also, Arrow’s Statement of Privacy (http://www.arrownetworks.com/legal/nda).

28. Non-Use & Limited Disclosure

The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy.

29. Choice of Law and Venue

Customer agrees that the substantive law of the State of Missouri shall apply to the interpretation and enforcement of the terms the TOS, MSA, Addendum, and/or SOA and any dispute arising thereunder. Customer further agrees to exclusive jurisdiction and venue for a dispute between them shall be the state courts of Greene County, Missouri.

30. Notices

All notices to Customer required by these TOS, MSA, Addendum, and SOA will be in writing and will be made by one or more of the following methods: regular mail, overnight delivery, certified mail, electronic mail, on Customer’s invoice, or by facsimile transmission with receipt verification. Notices will be sent to the address of record, and in the event of multiple addresses, to the address of the parent account. In the case of a notice to Arrow, all notices under the TOS, MSA, Addendum, or SOA will be in writing and will be made by personal delivery, overnight delivery, or certified mail to: Arrow Networks, 1118 McGee Street, Kansas city, MO 64106.

31. Entire Agreement and Amendments

The terms and conditions set forth in the TOS, MSA, Addendum, and SOA represent the entire understanding of the parties with respect to the Services provided hereunder, and supersede any prior agreements, promises, offers, communications, representations, statements, negotiations, understandings, or proposals, oral or written between Customer and Arrow, any related entity or any of their respective employees, contractors or agents with respect to any services or products offered by Arrow. Customer acknowledges and agrees that Customer has not relied upon any statement, promise or representation by Arrow, any related entity or any of their respective employees, contractors, or agents, including that relating to the performance, pricing, specification or other aspects of any service or product offered by Arrow and not expressly set forth in the TOS, MSA, Addendum, and SOA. If any provision of the TOS, MSA, Addendum, and SOA is held to be invalid, void, or unenforceable, the remainder of the provisions will nevertheless remain unimpaired and in effect.

Internet Service Agreement

This agreement constitutes a binding contract on you and governs the use of and access to the services by you, agents, and end-users. By accepting this Agreement, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Pilot Wireless, LLC ("Pilot") that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Client,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. Pilot and Client may be referred to herein individually as a “Party” and collectively as the “Parties.” If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services.

1. Pilot shall provide Client with wireless connection to the Internet (the “Connection”).

2. The term of this Agreement shall commence on the Activation Date and shall end 36 months after such date, unless otherwise expressed under “Contract Length.” This Agreement shall automatically renew for successive twelve month term(s) unless written notice is given by either Party to the other not less than thirty (30) days prior to the end of the initial term. Pilot 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 ratechange.

3. Pilot agrees to lease to Client such equipment necessary to establish a wireless Internet connection (the “Leased Equipment”). Client shall be responsible for any loss with respect to the Leased Equipment including, but not necessarily limited to, damages caused by weather or other conditions existing at Clients location. Client shall not be responsible for any manufacturing defects, which shall be remedied by Pilot without charge to Client at any time during the term of the Agreement. Client shall return the Leased Equipment to Pilot in good working order within ten (10) days from the date of any termination of this Agreement; Client shall be financially responsible for any Leased Equipment not returned to Pilot within ten (10) days.

4. Client is responsible for any labor and materials necessary for the installation of the wireless internet equipment.

5. Pilot shall not be responsible for any additional installation services not specifically agreed to by Pilot in writing prior to the installation. Client shall be responsible for the cost of materials and labor for any work subsequently requested by Client.

6. All payments for service, lease and/or installation should be in the form of credit/debit card or check. If Client does not return all the Leased Equipment to Pilot in good working order within ten (10) days of the date of the termination of this Agreement, Client authorizes Pilot to charge Client’s account in the amount of the replacement value of the Leased Equipment not returned. In the event that any payment by check is returned for any reason, Client shall be responsible for an additional fee of $50.00. In the event that Client submits more than one payment via check that is returned, Pilot reserves the right to refuse future payments by check and to require that Client provide a credit/debit card for payments. In the event that Customer requests that services be relocated to another location, HCN agrees to reasonably cooperate with Customer to relocate such services to the extent possible with respect to the underlying carriers involved, in which event, such relocation shall not be subject to the early termination fee.

7. Client understands that wireless Internet connectivity requires direct cellular line of site, and that any obstruction between the tower and the antenna located at Client’s location may block the signal and cause failure of the Connection. Pilot is not responsible for the removal of any obstruction.

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

9. Client shall be responsible for obtaining any required permits or consent for the installation of the Pilot Leased Equipment on property not owned by Client. Pilot shall not be responsible for Client’s failure to obtain any required permits or approval prior to installation.

10. Client will be invoiced monthly in advance for all amounts due. All payments are due within 30 days after the date of invoice. Client’s use of the Connection may be suspended if payment is not received by Pilot within thirty (30) days of invoice receipt.

11. If Client terminates this Agreement any time after implementation, but before expiration, Client will pay a lump sum equal to 50% of the charges of the remainder of the then current term of the Agreement. If Pilot terminates this Agreement due to Client’s use of the connection for violation of Pilot’s acceptable use policy, Client shall pay a lump sum equal to the charges for the remainder of the current term of the Agreement. In an effort to achieve a coterminous environment, all locations listed by “Address” within each Addenda in the attached service order will share a contract end date 120 calendar days from the Effective Date. In the event that Client requests that services be relocated to another location, Pilot agrees to reasonably cooperate with Client to relocate such services to the extent possible with respect to the underlying carriers involved, in which event, such relocation shall not be subject to the early termination fee.

12. The Connection and Pilot’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 and shall be grounds for suspension of internet services or termination of this Agreement. Prohibited uses 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 or judged by Pilot to be inappropriate or improper, such as transmitting bulk e-mail messages, or using a peer-to-peer network.

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

14.Temporary impairment or interruption of service may occur as a result of any of the following: routine maintenance, 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. Pilot does not guarantee continuous or uninterrupted service and reserves the right, from time-to-time, to temporarily reduce or suspend service without notice. Client shall indemnify and hold harmless Pilot and its directors, officers, employees, and agents from any and all obligations, charges, claims, liabilities and fees incurred as the result of interruptions or omissions of service under this Agreement, except in the event of Pilot’s breach, negligence or willful misconduct. Client consents to the periodic monitoring of Client’s use of the Connection and Pilot’s network by Pilot as may be reasonably required to conduct its quality control activities.

15. Client agrees to pay all costs incurred by Pilot in enforcing the terms of the Agreement, including, but not limited to reasonable attorney’s fees and collection costs. In the event of any litigation arising out of this Agreement, the prevailing Party shall be entitled to recover all costs incurred in such litigation, including reasonable attorney fees.

16. 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.

17. 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.

18. 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. Provided that the terms of this Agreement are modified by the terms of the Addenda attached hereto, and in the event of any conflict between the terms of this Agreement and the terms of the Addenda, the terms of the Addenda shall control.

19. Appropriation. The Parties agree that the terms of this Contract, and any renewal, are subject to the Board of Aldermen appropriating anticipated funds for this Contract in any fiscal year’s budget. The failure of the Board of Aldermen to appropriate the funds for the term of this Contract and any renewal term shall be grounds for termination.

20. Affidavit for Contracts Over $5,000.00. That pursuant to Missouri Revised Statute Sections 285.525 through 285.550, if this contract exceeds the amount of $5,000.00 and Contractor is associated with a business entity, Contractor shall provide an acceptable notarized affidavit stating that the associated business entity is enrolled in and participates in a federal work authorization program with respect to the employees working in connection with the contracted services, and that said business entity does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. Additionally, Contractor must provide documentation for said business entity evidencing current enrollment in a federal work authorization program.

21. Affidavit for Compliance with Anti-Discrimination against Israel Act. That pursuant to Missouri Revised Statute Section 34.600, if this contract exceeds the amount of $100,000 for Contractors with ten or more employees, Contractor shall provide an acceptable notarized affidavit stating that the associated business is not currently engaged in and shall not for the duration of the contract, engage in a boycott of goods or services from the State of Israel; is not currently engaged in and shall not, for the duration of the contract, engage in a boycott of goods or services from companies doing business in or with Israel or authorized by, licensed by, or organized under the laws of the State of Israel; or is not currently engaged in and shall not for the duration of this contract, engage in a boycott of goods or services from persons or entities doing business in the state of Israel