ISP Terms & Locations

Digicon provides IP network connectivity ("Network Services") and a suite of business applications (the "Applications"). The Network Services and/or the Applications that are set forth in the Customer's Service Order are collectively referred to herein as the "Services". The Customer agrees to pay Digicon, in full and on a timely basis, any and all subscription, use, and service fees set forth in Customer's Service Order Form. Digicon reserves the right, in its sole discretion, to change, modify, add or remove portions of this Agreement and the Services at any time, including but not limited to upgrades, downgrades, and cancellations due to Customer nonpayment. Digicon may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service including but not limited to features, databases or content with thirty (30) days prior written notice of such change to occur. Digicon may impose limits on Services or restrict the Customer's access to parts or all of the Service without notice or liability. Any notice of such changes will be posted on the Digicon Web site located at www.digicon.com.

Any and all equipment provided by Digicon to the Customer, which is used to maintain such Services, must be returned to Digicon undamaged, upon the expiration or termination of the Agreement, at: 510 Spring Street, Suite 250, Herndon, VA 20170. The Customer agrees to be responsible for any and all loss or damage to the equipment and provide to Digicon the full replacement cost of such equipment, if Customer fails to return such equipment in the identical condition as initially provided to Customer, commercially reasonable wear and tear expected. The Customer has the sole responsibility to provide the equipment with appropriate and adequate protection against power surges and such other potential damage and harm exclusive of customary wear and tear associated with its assigned use. Any and all such damage to the equipment that results from the Customer’s failure to so provide such protection shall be the Customer’s sole responsibility.

The Customer agrees to pay a one time non-refundable Installation and/or Equipment Fee if such fee is designated in the Service Order Form. On a monthly basis, throughout the Term (as defined below), the Customer agrees to pay Digicon a Connection Fee and Service Fees as provided in the Service Order Form (the "Monthly Recurring Charges"). The Customer agrees and acknowledges that Digicon is not responsible for rejected Service to the Customer, during the order and installation process. In addition, in the event that Digicon incurs additional outside vendor cost, over and above usual and customary charges, in order to provide service to the Customer, which may include but not be limited to, extended wiring charges, alternative business hour service installation charges or emergency service repair charges, the Customer shall be responsible for any and all such charges.

The Customer agrees that any renting, selling, or otherwise transferring of Service for the benefit of a third party is strictly prohibited by this agreement and violates applicable law.

The Customer agrees to maintain Services for the period set forth in the Service Order Form (the "Term") and thereafter the Term shall automatically renew on a month-to-month basis at the higher of the current Agreement rates or the then current rates published by Digicon, unless the Customer has otherwise agreed to a longer renewal term. The Term begins upon activation of Customer's Services (the "Activation Date") and expires no later than the last day of Customer's Term. Customer shall receive written notification from Digicon of the Activation Date within ten (10) business days of such Activation Date. The Customer may terminate the Services by providing thirty (30) days written notice prior to the end of the Term or any renewal term period, as the case may be (the "Termination Notice"). Any and all notices must be sent to Digicon on Customer letterhead, by one of the listed contacts on the current Customer Information form on file, ATTN: Customer Care Department, 510 Spring Street, Suite 250, Herndon, VA 20170.

In the event that the Customer terminates Services after installation and prior to the end of the Term ("Early Termination"), the Customer agrees to pay Digicon within ten (10) business days of date of the Termination Notice a lump sum payment equal to the sum of the following termination charges: (a) an amount equal to the Monthly Recurring Charges multiplied by two; (b) an additional termination charge in an amount equal to any promotional credit, discount, or fee waiver extended to the customer; (c) a $250.00 flat fee charged to cover Digicon's provisioning expenses; and (d) any Digicon equipment replacement fees or Data Retrieval costs, if applicable. Notwithstanding the foregoing, in the event a Customer receives Services from Digicon wherein the Monthly Recurring Charges in any given month are equal to or greater than $2000.00, the following formula will be used in lieu of the (a) through (d) calculation set forth above: the lump sum payment shall be equal to the sum of (a) 65% of the Monthly Recurring Charge multiplied by the number of months remaining in the Customer’s Term; (b) an additional termination charge in an amount equal to any promotional credit, discount, or fee waiver extended to the customer; (c) a $250.00 flat fee charged to cover Digicon's provisioning expenses; and (d) any Digicon equipment replacement fees or Data Retrieval costs, if applicable. The Customer agrees to provide Digicon with thirty (30) days written notice in advance of such early termination.

The Customer agrees to notify Digicon in writing in the event of a Service Interruption as defined by Digicon's Service Level Guarantee (the "Service Interruption") within ten (10) business days of the event in order to review, consider and receive an applied credit to Customer's account. The Customer waives the right to dispute any charges for the Service Interruption after the expiration of the ten (10) business day period. Upon receipt of the Customer's notification of Service Interruption, Digicon will determine: (a) whether Services were unavailable to the Customer; (b) the duration of time for such unavailability; and (c) if any credit to the Customer's account is appropriate. The Customer agrees that any credit, refund, and/or reimbursement, is subject to the discretion of an authorized Digicon official ("Authorized Credit"). Such Authorized Credits must be communicated in writing prior to application towards the Customer's Account. Digicon's Service Level Agreement, available at Digicon Service Level Agreement, governs the Network Services purchased by the Customer and expressly does not govern the Applications.

The Customer agrees that any failure to pay for Services thirty (30) days after the invoice date shall subject Customer to: (a) a 1.5% late fee charged per month; (b) a $250.00 fee for any and all collection attempts necessary to rectify and/or reactivate any delinquent account and/or Services (the "Collections Fee"); (c) charges for any Digicon equipment replacement costs, if applicable; and (d) the termination of any and all Services purchased by the Customer under any Agreement with Digicon. The Customer is required to provide Digicon with updated and current phone numbers, fax numbers, mailing addresses, and other contact information at all times during the Term. Customer agrees to assume any and all costs and expenses incurred by Digicon in connection with collecting any and all unpaid amounts, including but not limited to reasonable attorneys' fees. In addition, any and all returned checks shall incur a $30 returned check fee. Digicon may, in its sole discretion, consider successive returned checks as failure to pay and therefore shall be subjected to the penalties set forth herein.

In the event the Customer selects and is approved for the credit card payment option, the Customer expressly authorizes Digicon to charge the Customer's credit card account for outstanding account balances and any future Monthly Recurring Charges that accrue. This authorization remains valid until Customer provides written notice to Digicon terminating Digicon's authorization. Digicon may terminate Services for declined credit cards, returned checks, or any other non-payment to the Customer's account. The Customer is required to provide Digicon with updated and current credit card information at all times during the Term.

The Customer acknowledges and agrees that Digicon has the right to engage in the collection and storing of certain personal and business data by Digicon. This data will be used to provide Services, remains confidential, and will not be used other than in the normal course of Digicon business. Digicon may release Customer Data to third parties outside the normal course of Digicon business only to comply with valid legal requirements. The Customer may request the return of any personal and business data stored by Digicon by providing a written request within thirty (30) days after the expiration or termination of the Agreement ("Data Retrieval"). In the event Customer requests Digicon's assistance with respect to Data Retrieval, the Customer agrees to pay Digicon a fee equal to one-half of the last month's Monthly Recurring Fee.

Equipment, hardware and software not provided and owned by Digicon are the sole and exclusive responsibility of Customer (the "Customer Equipment"). In the event that Digicon has provided the equipment, Digicon only acts as a wholesaler and all failures and/or disputes will be governed by the manufacturer’s warranty(s) and policies and are not the obligation or responsibility of Digicon unless otherwise stated in the Customer’s Service Agreement with Digicon.

Digicon grants the Customer a non-transferable, non-exclusive and terminable right and license to use the Applications; provided that Customer does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Applications or any part thereof or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Applications. The Customer agrees not to modify the Applications in any manner or form. "Digicon," "Centrivity," ".office," the Digicon logo, and other Digicon trademarks, service marks, logos, and product and service names are trademarks of Digicon (the "Digicon Marks"). The Customer and it’s employees, agents, contractors and/or representatives agree not to display or use the Digicon Marks in any manner without Digicon's express prior written permission.

The Customer hereby grants Digicon the right to disclose that it is a Customer of Digicon and the right to display the Customer's logo on Digicon materials including, but not limited to Digicon's Web site and literature. In the event Digicon decides to use one or all of the Customer's logos, Digicon shall adhere to the Customer's specifications for use of such logo, which the Customer has provided to Digicon. Digicon shall not acquire any other rights to the Customer's intellectual property including, but not limited to trade names, trademarks, product name, logo, case studies, and customer testimonials. The Customer may deny Digicon the use of such intellectual property by providing thirty (30) days written notice of such a decision on the Customer's company letterhead. Digicon hereby grants the Customer the right to display the Digicon logo on the Customer's materials including, but not limited to, the Customer's Web site and literature to publicize that Digicon is a provider of Services to the Customer. The Customer shall not acquire any other rights to Digicon's intellectual property including, but not limited

This Agreement represents the entire agreement between the Customer and Digicon with respect to the Services provided, superseding all previous communications or agreements regarding such subject matter. Upon receipt of the Service Order Form, if Digicon determines (in its sole discretion) to accept the Customer’s Service Order Form, Digicon will deliver a Customer Welcome Letter for the Services to be provided. Digicon will become obligated to providing Services only if Digicon has delivered a Customer Welcome Letter with respect to the Services. These Terms and Conditions are subject to revision by Digicon in its sole discretion. Notice by updating Digicon’s Web site at Digicon Service Level Agreement of such modifications, and by the Customer's continued service following the date of revision to the Digicon Web site shall be considered the Customer's acceptance of the change(s).

The Customer understands and acknowledges that Digicon is not liable for any indirect, incidental, special, punitive or consequential damages; lost profits, loss of data, loss of hardware or software, loss or liability resulting from computer viruses, Service defects, or security insufficiency arising out of or related to this Agreement, the performance or breach thereof; the Services provided or failure to be provided; or any delay, non-delivery, wrong delivery or Service Interruption whether or not caused by the negligence of Digicon or their agents, employees, or any party, even if the party has been advised of the possibility thereof.

The Customer's correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the Customer and such advertiser. The Customer agrees that Digicon shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers in connection with the Services.

Customer shall indemnify, defend and hold harmless Digicon from any and all claims resulting or alleged to result from: (a) The Customer's use of the connection provided by Digicon and/or any service equipment or software provided by Digicon; (b) fault, negligence or failure of the Customer to perform the Customer's responsibilities hereunder; (c) claims against the Customer by any other party; (d) any act or omission of any party furnishing services and/or products; or (e) the installation and/or removal of any and all equipment supplied by any person, including but not limited to Digicon.

Digicon shall not be liable to the Customer under this Agreement for any failure or delay in performance that is due to causes beyond its reasonable control and without its fault or negligence including, but not limited to, acts of nature, acts of civil or military authority, governmental actions, fires, civil disturbances, interruptions of power, or transportation problems. Digicon shall also not be liable for any delay or performance failure caused by the Customer's failure to perform any of its obligations under this Agreement.

This Agreement shall be governed under the laws of the Commonwealth of Virginia, without regard to Virginia choice of law principles. The Customer and Digicon hereby agree that the state or federal courts of the Commonwealth of Virginia shall determine any dispute relating to or arising out of the arbitration.

THE CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT DIGICON IS NOT LIABLE FOR ANY DAMAGES RESULTING FROM ANY FAILURE OR DELAY DURING INSTALLATION AND PROVIDING SERVICES. DIGICON MAKES NO GUARANTEES OR PROMISES WITH REGARD TO THE EXACT DATE OF THE COMPLETE INSTALLATION AND OPERATIONAL STATUS OF THE CUSTOMER.

SERVICES PROVIDED BY DIGICON ARE "AS IS." DIGICON MAKES NO WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OR ANY WARRANTY REGARDING THE RELIABILITY OR SUITABILITY FOR A PARTICULAR PURPOSE OF ITS SERVICES. DIGICON ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THEIR SERVICES AND DOCUMENTS ASSOCIATED WITH SERVICES BY REFERENCE OR LINKS. REFERENCES TO THIRD PARTIES, THEIR SERVICES AND PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. DIGICON SERVICES AND DOCUMENTS ASSOCIATED WITH SERVICES COULD INCLUDE TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS.