BuildingNet LLC
A Heat-Timer® affiliated Company

Internet Control Management System

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Scheduled System Maintenance

Please be advised that BuildingNet is performing system maintenance to better serve you.
Date: Tuesday, September 20th, 2022
Time: 7:00 AM EDT
Duration: Approximately 10 hours

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BuildingNet LLC
A Heat-Timer® affiliated Company

BuildingNet, LLC
DATA SERVICES AGREEMENT

Upon the acceptance of this Data Services Agreement (this "Agreement") of which these terms and conditions are an integral part, you (the "Subscriber") and BuildingNet, LLC (the "Seller"), agree to be legally bound for Seller to provide Data Services to Subscriber as follows:

1. Terms of Agreement:
  1. Subscriber’s current account charges, Seller’s billing methods and Seller’s published Price Schedule may be obtained by calling Seller’s Customer Service department.
  2. Seller reserves the right to revise the terms and conditions of this Agreement, its current account charges or the services provided under this Agreement at any time without notice. Any such revisions will be binding and effective immediately upon Seller’s posting the revised Agreement on its web site or on notification to you by e-mail or regular mail.
  3. It is your responsibility as a Subscriber to review and accept this Agreement at Seller’s website periodically and each time you access your account at the Seller’s website to be aware of any such revisions to this Agreement. If any revision to this Agreement is unacceptable to Subscriber, the Subscriber may terminate this Agreement at any time by providing Seller with written notice by regular mail. Notice of your termination will be effective on receipt of such notice by Seller. Subscriber’s continued use of the Data Service following any revision to the Agreement shall constitute Subscriber’s acceptance of such revisions and Subscriber’s agreement to abide by such revised terms and conditions.
  4. Data Services covered under this Agreement shall become activated only upon i) credit approval by Seller, ii) completion of all required activation information, iii) separate purchase and complete installation of Controls, modems, router and accessories required by the Control manufacturer and iv) installation and activation of Internet Access Service.
  5. Internet Access Service is not provided as part of Data Services and is purchased separately. Subscriber may i) purchase Internet Access Service from third party providers including cellular, cable or telephone Internet service providers (“Carriers), ii) utilize their internal WAN network with Internet access or iii) separately purchase Internet Access Service directly from Seller. Terms and conditions of Seller’s Internet Access Service are set forth separately in the Seller’s Internet Access Service Agreement. Subscriber is responsible for installing and maintaining Internet Access Service and programming of routers for any WAN access.

2. Communicating Controls:
  1. Communicating Controls are Heat-Timer® RINET controls manufactured by Heat-Timer Corporation or other third party communicating control systems approved by Seller (“Controls”) that are capable of transmitting or receiving Subscriber’s personal building and equipment data, sensor values, control settings or other personal information ("Data") to or from data storage at the Seller’s network facility or cloud servers (“Network Facility”) by means of the Internet using communicating protocols approved by Seller.
  2. The Subscriber is responsible for maintaining the Controls in good working condition. Seller is not responsible for the operation or maintenance of any equipment controlled or connected to the Controls.

3. Data Services:
  1. Seller and Subscriber agree that Seller's only responsibility under this Agreement is to provide Data Services. For purposes of this Agreement, "Data Services" shall mean: i) the receiving of Data from Controls to the Seller’s Network Facility, ii) the storage of Data at the Seller’s Network Facility, iii) the presentation of Data to the Subscriber via the Seller’s website, iv) the transmitting of Data from the Seller’s Network Facility to the Controls and v) the input of Data by the Subscriber to the Seller’s Network Facility via the Seller’s website and vi) the sending of Data to the Subscriber or parties designated by the Subscriber as configured by Subscriber or any third party authorized by the Subscriber ("Message Delivery").
  2. The Subscriber may from time to time change the Data configuration, Message Delivery, or the Data settings for any Controls. The Subscriber may authorize other third parties to make such changes on their behalf. The Subscriber shall be responsible for any such changes made by Subscriber or any such third parties.
  3. Seller shall make reasonable efforts to complete a Message Delivery. If in Seller's sole judgment, it believes that a condition exists that does not require a Message Delivery, Seller shall not be responsible to make such Message Delivery and shall have no liability for not completing such Message Delivery. Seller shall not be responsible and shall have no direct or indirect liability for any false, incomplete or incorrect Data or Message Delivery.
  4. The Subscriber shall receive Data or make Data changes to the Controls via the Seller’s website designated by Seller. All Data that that is received from the Controls and Data entered by Subscriber to Seller’s website is personal to the Subscriber and is not provided or furnished to other parties.
  5. For any Control, which in the sole judgment of Seller or Carriers sends excessive Data, the Seller shall have the right to immediately de-activate the Internet Data transmission of any such Controls and shall have no liability for not transmitting such Data and/or de-activating any such Controls from transmitting Data. In such event, Seller shall make reasonable efforts to notify Subscriber.
  6. Subscriber and Seller agree that Seller is not an insurer and no insurance coverage is offered herein. Payments to Seller are solely for performing Data Services and Seller makes no representation that such Data Services will reduce any risk of loss to equipment or other property, will result in reduced fuel consumption or prolong the life of any equipment or other property.
  7. All Data generated pursuant to the Data Services shall be personal to the Subscriber and the property of Subscriber. Seller shall not disclose any building, equipment or Subscriber specific Data to third parties without the approval of the Subscriber. Subscriber will have the right to download Subscriber’s Data for Subscriber’s use in accordance with Seller’s Data download procedures. Subscriber shall own any Data downloaded by Subscriber and the Subscriber shall have all rights and title to such Data.
  8. Data Services are not provided as part of the sale of any Controls unless specifically included on the Seller’s Control sale invoice or included in any such Control purchase agreement.
  9. In the event that you violate this Agreement, Seller shall be at liberty to refuse to accept any application for renewal or reinstatement of your subscription following such cancellation.

4. Fees and Credit:
  1. Seller shall provide Data Services at the fees per the Seller’s published Price Schedule effective at such time. Payment for Data Services is due upon receipt of invoice. Other than for a Subscriber who has fully prepaid all fees, Subscriber agrees that Seller shall have the right to increase fees and charges at any time upon 30 days notice. Prepaid fees will not be subject to price increases until the end of the prepaid term.
  2. Data received from and transmitted to Controls and Data sent in Message Delivery are communicated by the Seller’s Network Facility and Subscriber’s Controls by a combination of Internet, telephone, T-1 and cellular communication. Therefore, Seller shall not be obligated to perform Data Services or to rebate any fees or charges during any time when any of the following are not operational for any reason i) Seller’s Internet, telephone, T-1 or cellular communication, ii) Subscriber’s Internet, telephone, T-1 or cellular communication, iii) Seller’s Network Facility or iv) Subscriber’s Controls or connected equipment.
  3. Any fees, including prepaid fees, paid by Subscriber under this Agreement shall not be refundable. In the event of termination of this Agreement, you shall forfeit any right to a refund of any prepaid account charges, such forfeiture being agreed to by you and Seller as liquidated damages and not as a penalty.

5. Taxes:
The prices quoted or set forth in any price sheet do not include and are net of any federal, state, local sales, use, excise, service, telecommunications, utility or similar tax and all government fees, customs, duty, tariff and similar fees levied upon the Data Services. Subscriber shall be solely responsible for payment or reimbursement to Seller of all such taxes or fees imposed by any level of government, whether due at the time of sale or service or if asserted later. The amount of any and all present or future sales, revenue, excise or other taxes applicable to Data Service or other purchases shall be added to the purchase price and shall be paid by Purchaser unless the Purchaser has provided Notifact with an acceptable tax exemption certificate in advance. Any future tax assessments to Seller shall be paid by Subscriber.

6. Warranties and Limitations of Liability
Subscriber acknowledges that Internet Access Service offered directly by Seller is based upon agreements between Seller and third party Carriers. If Subscriber purchases Internet Access Service directly from Seller, the Subscriber agrees that the terms and conditions of this Agreement are additionally subject to the terms, conditions and limitations therein set forth in such agreements between Seller and such Carriers. UNDER NO CIRCUMSTANCES SHALL THE SELLER, CARRIERS, SELLER’S AUTHORIZED REPRESENTATIVES, AFFILIATED OR SUBSIDIARY COMPANIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF, RELATED TO OR CONCERNING THE SERVICES. SELLER SHALL NOT BE LIABLE FOR SELLER’S OR CARRIER’S FAILURE TO PERFORM OR FOR DELAY IN PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT IF SUCH PERFORMANCE IS PREVENTED, HINDERED OR DELAYED BY REASON OF ANY CAUSE BEYOND THE CONTROL OF CARRIER OR SELLER. SUBSCRIBER FURTHER ACKNOWLEDGES THAT CARRIERS AND SELLER DO HEREBY DISCLAIM ANY AND ALL LIABILITY AND DAMAGES OF ANY NATURE WHATSOEVER TO SUBSCRIBER, WHETHER DIRECT OR INDIRECT ARISING OUT OF SUBSCRIBER'S USE OF DATA SERVICES, OR ARISING, RELATED TO OR CONCERNING ANY SERVICES RELATED TO THIS AGREEMENT, AND SUBSCRIBER AGREES THAT SUBSCRIBER SHALL HAVE NO CLAIMS AGAINST SELLER AND CARRIER OF ANY KIND WITH RESPECT THERETO. SELLER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES RECEIVED BY SELLER FOR THE DATA SERVICES PROVIDED FOR THE IMMEDIATE TWELVE (12) MONTH PERIOD. Seller's entire liability under this Agreement shall be as set out in this Section. The parties have agreed that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY SUBSCRIBER. SELLER MAKES NO WARRANTY THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS.

7. Indemnification
  1. Subscriber agrees to indemnify and hold Seller and Carriers harmless, including, but not limited to, reasonable attorney fees in defending any such claim or lawsuit, from and against all claims, damages, lawsuits, and losses related to, concerning or arising out of the (i) negligent acts or omissions of Subscriber; (ii) failure or improper operation of Subscriber’s Controls or connected equipment, (iii) failure or delay to transmit Data, (iv) transmission of incorrect Data, (v) failure to perform Data Services, (vi) breach by Subscriber of any of its obligations under this Agreement or (vii) the infringement of any patent or copyright by any services, systems, products or parts deployed by or on the behalf of the Subscriber in combination and/or connection with the Data Services provided by Seller, where the Data Services would not be infringing without such combination and/or connection.
  2. Subscriber further agrees to indemnify and hold harmless the Seller and Carriers from any and all loss or liability resulting from, but not limited to: loss of data; loss of software or hardware; loss or liability resulting from service delays or interruptions; loss or liability resulting from computer viruses; loss or liability resulting from data non-delivery or data misdelivery; loss or liability resulting from interruption to Seller’s Internet Access Service; loss or liability resulting from any errors, omission, or misstatements in any and all information, goods or services obtained on or through the Internet Access Service; and loss or liability resulting from acts of God or other circumstances beyond the control of Seller.

8. Termination
  1. This Agreement may be terminated without prior notice, at the option of Seller in the event of any of the following: (i) the Seller’s Network Facility is destroyed by fire or other catastrophe, or damaged so that it is impractical or uneconomic to restore operation in a reasonable timeframe, (ii) Data and Message Delivery transport through Carriers is unavailable or becomes unavailable, (iii) Internet access agreements between Seller and any Carrier is cancelled or terminated for any reason, (iv) lack of or failure of phone or data lines (v) failure or delay of Internet access service provided by Carriers to Seller, (vi) other equipment failures, (vii) Subscriber’s account is 30 (thirty) days past due, and (viii) the inability of Seller to provide Data Service or Internet Access Service. Seller shall have no liability whatsoever to Subscriber for terminating this Agreement in accordance with above. Seller may terminate this agreement for any other purpose with 30 (thirty) days notice to Subscriber.
  2. Subscriber agrees that its only right with respect to any dissatisfaction with any term or condition of this Agreement, Seller’s policy, Seller’s billing practices, Seller’s charges or fees, performance of Seller in providing service under this Agreement or other agreements with Seller, any Content available on or through the Internet Access Service, or any revision to this Agreement is to terminate this Agreement by Subscriber providing written notice of termination to Seller.
  3. In the event the Subscribers wants to terminate this Agreement for any account of Subscriber and transfer ownership of such account, including Data, to a third party they must request in writing to Seller and Seller must approve credit and registration of the new subscriber.
  4. Subscriber agrees that Seller has the right, but not the obligation to delete all of Subscriber’s programs, data, Control settings or other files on Seller’s Network Facility that are associated with Subscriber’s account at the time of termination of this Agreement.

9. Miscellaneous
  1. This Agreement is not assignable by Subscriber without the prior written consent of Seller. Any such assignment shall be null and void and this Agreement shall immediately terminate.
  2. In the event of a conflict between the terms and conditions of this Agreement and a Subscriber’s purchase order, Seller’s invoice or other agreement relating to the subject matter hereof, it is agreed that this Agreement shall govern and control.
  3. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to conflicts of law provisions thereof. Both parties agree to the exclusive jurisdiction of the state and federal courts of New Jersey.
  4. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party or a breach of any provision hereof be taken or held to be a waiver or the provision itself, nor any other right or remedy available to either party.
  5. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objective of such unenforceable or invalid provision within the limits of applicable law or applicable court decision.
  6. This Agreement and the documents referred to herein, if any, constitute the final, complete and exclusive agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, all prior agreements, whether written or oral, with respect to the subject matter contained herein.

DATED: 1/1/2013

BuildingNet, LLC
INTERNET ACCESS SERVICE AGREEMENT

Upon the acceptance of this Internet Access Service Agreement (this "Agreement") of which these terms and conditions are an integral part, you (the "Subscriber") and BuildingNet, LLC (the "Seller"), agree to be legally bound for Seller to provide Internet Access Service to Subscriber as follows:

1. Terms of Agreement
  1. Subscriber’s current account charges, Seller’s billing methods and Seller’s published Price Schedule may be obtained by calling Seller’s Customer Service department.
  2. Seller reserves the right to revise the terms and conditions of this Agreement, its current account charges or the services provided under this Agreement at any time without notice. Any such revisions will be binding and effective immediately upon Seller’s posting the revised Agreement on its web site or on notification to you by e-mail or regular mail.
  3. It is your responsibility as a Subscriber to review and accept this Agreement at Seller’s website periodically and each time you access your account at the Seller’s website to be aware of any such revisions to this Agreement. If any revision to this Agreement is unacceptable to Subscriber, the Subscriber may terminate this Agreement at any time by providing Seller with written notice of termination. Notice of Subscriber’s termination will be effective on receipt of such notice by Seller. Subscriber’s continued use of the Internet Access Service following any revision to the Agreement shall constitute Subscriber’s acceptance of such revisions and Subscriber’s agreement to abide by such revised terms and conditions.
  4. Internet Access Service covered under this Agreement shall become activated only upon i) credit approval by Seller, ii) completion of all required activation information and iii) access is provided to Seller or Carrier’s to install required modem and related equipment.
  5. Data Services is not provided as part of Internet Access Service and is purchased separately. Terms and conditions of Seller’s Data Service are set forth separately in the Seller’s Data Service Agreement.

2. Registration Information
  1. Subscriber agrees to provide Seller with accurate, complete and up-to-date registration information. If Subscriber does not provide accurate registration information, Subscriber is not authorized to use the Internet Access Service and your account may be terminated immediately.
  2. Subscriber agrees that by using the Internet Access Service you represent that you are at least eighteen (18) years of age and that you are legally able to enter into this Agreement.

3. Internet Access Service
  1. Seller’s Internet Access Service will provide you with connection to the Internet through the Internet Access Service. Internet Access Service may be used together with Seller’s Data Service. See separate terms and conditions of Seller’s Data Service.
  2. The Internet is not owned, operated, managed by, or in any way affiliated with Seller or any of Seller’s affiliates. Due to the nature of the Internet, Seller cannot and will not guarantee that the Internet Access Service will provide you with Internet access that is sufficient to meet your needs. You agree that your use of the Internet Access Service and the Internet is solely at your own risk and is subject to all applicable local, provincial, national and international laws and regulations.
  3. Seller retains the right, but shall not be obligated, to restrict or terminate the Internet Access Service at anytime, if Seller, in its sole discretion, determines that Subscriber is in violation of this Agreement. If Seller determines that Subscriber is in violation of this Agreement, any restriction or termination of the Internet Access Service will be effective immediately, without prior notice. Subscriber agrees that Seller will have no liability to you for any restriction or termination of your Internet Access Service pursuant to such violation.
  4. In the event that you violate this Agreement, Seller shall be at liberty to refuse to accept any application for renewal or reinstatement of your subscription following such cancellation.
Only the person whose name is on the account will be able to change the user ID and/or password for the account, cancel the account or terminate this Agreement. Internet Communicating Controls:
  1. Communicating Controls are Heat-Timer® RINET controls manufactured by Heat-Timer Corporation or other third party communicating control systems approved by Seller (“Controls”) that are capable of transmitting or receiving Subscriber’s personal building and equipment data, sensor values, control settings or other personal information ("Data") to or from data storage at the Seller’s network facility or cloud servers (“Network Facility”) by means of the Internet using communicating protocols approved by Seller. Internet Access Service may be used together with Seller’s Data Service to communicate to Controls.
  2. The Subscriber is responsible for maintaining the Controls in good working condition. Seller is not responsible for the operation or maintenance of any equipment controlled or connected to the Controls.

4. Content
  1. The Internet Access Service provides you access to information, communications, software, photos, video, graphics, music, sounds and other material and services located both on Seller’s computer servers and on the Internet (“Content”). Subscriber is solely responsible to evaluate and bear the risks associated with the subject matter, accuracy, completeness or suitability for use of any Content available to Subscriber on or through the Internet Access Service.
  2. Seller shall have the right, but not the obligation, to remove Content from Seller’s computer servers, which Seller, in its sole discretion, determines to be in violation of this Agreement.
  3. Subscriber agrees that Seller is under no obligation to monitor, review, or restrict, prior to its transmission, any Content on Seller’s servers, which may violate this Agreement. In addition, Seller cannot and does not guarantee the prompt editing or removal of any Content which may violate this Agreement after such Content has been posted on Seller’s servers.
  4. The Internet provides access to individuals who are not Seller’s subscribers. Seller shall have no obligation to monitor, review, or restrict any Content made available by third parties on the Internet, nor to edit or remove any such Content after its posting on the Internet.
  5. Due to the nature of the Internet, Subscriber may receive Content that you consider to be inaccurate, defamatory, or otherwise offensive. Seller shall not be liable in any manner whatsoever for any action or inaction with respect to any Content posted on or through your access to the Internet via the Internet Access Service.

5. Fees and Credits
  1. Seller shall provide Internet Access Service at the fees per the Seller’s published Price Schedule effective at such time. Payment for Internet Access Service is due upon receipt of invoice. Other than for a Subscriber who has fully prepaid all fees, Subscriber agrees that Seller shall have the right to increase fees and charges at any time upon 30 days notice. Prepaid fees will not be subject to price increases until the end of the prepaid term. The prices quoted or set forth in any price sheet do not include and are net of any federal, state, local sales, use, excise, service, telecommunications, utility or similar tax and all government fees, customs, duty, tariff and similar fees levied upon the Internet Access Service.
  2. Any fees, including prepaid fees, paid by Subscriber under this Agreement shall not be refundable. In the event of termination of this Agreement, you shall forfeit any right to a refund of any prepaid account charges, such forfeiture being agreed to by you and Seller as liquidated damages and not as a penalty.
  3. The Internet Access Service is based upon a base bandwidth usage of 50MB per month. Any excess bandwidth usage shall be charged accordingly.

6. Taxes:
The prices quoted or set forth in any price sheet do not include and are net of any federal, state, local sales, use, excise, service, telecommunications, utility or similar tax and all government fees, customs, duty, tariff and similar fees levied upon the Data Services. Subscriber shall be solely responsible for payment or reimbursement to Seller of all such taxes or fees imposed by any level of government, whether due at the time of sale or service or if asserted later. The amount of any and all present or future sales, revenue, excise or other taxes applicable to Data Service or other purchases shall be added to the purchase price and shall be paid by Purchaser unless the Purchaser has provided Notifact with an acceptable tax exemption certificate in advance. Any future tax assessments to Seller shall be paid by Subscriber.

7. Proprietary Rights
  1. The Internet Access Service provides access to Content that may be protected by copyright, trademark, intellectual property rights, and other proprietary rights (“Rights”) of independent third parties who make such Content available on or through the Internet via Seller’s Internet Access Service.
  2. Subscriber agrees that your its of Content shall be governed by all applicable laws and regulations, and by the specific restrictions placed on such Content by the owners or licensors of the Rights in such Content.
  3. Subscriber agrees not to post or transmit Content that is subject to another party’s Rights on or through the Internet Access Service, without that party’s express written permission. Such posting or transmitting will result in immediate termination of this Agreement and may result in civil or criminal proceedings being brought against Subscriber.
  4. Subscriber agrees not to upload, post or otherwise transmit on or through the Internet Access Service any Content that is subject to any Rights, unless you have received express written authorization to distribute such Content on or through the Internet Access Service by the holder of such Rights.
  5. Subscriber agrees that by uploading, posting or transmitting Content to any public area (such as public chat rooms, message boards, newsgroups, web pages or software libraries) Subscriber is requesting Seller to make that material available to other Internet users and that such access will result in copies of such Content being transmitted to others. In order to permit Seller to publish your Content, you automatically grant, or represent that the owner of any such Content has expressly authorized you to grant, Seller a worldwide royalty-free, perpetual, irrevocable, non-exclusive right and license to reproduce, publish, distribute, perform and display such Content (in whole or in part) to service your request.
Warranties and Limitations of Liability
Subscriber acknowledges that Internet Access Service provided by Seller is based upon agreements between Seller and third party providers including cellular, cable or telephone Internet service providers (“Carriers) for Seller to resell Carrier’s Internet access service. Subscriber agrees that the terms and conditions of this Agreement are additionally subject to the terms, conditions and limitations therein set forth in such agreements between Seller and such Carriers. UNDER NO CIRCUMSTANCES SHALL THE SELLER, CARRIERS, SELLER’S AUTHORIZED REPRESENTATIVES, AFFILIATED OR SUBSIDIARY COMPANIES BE LIABLE FOR SPECIAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF, RELATED TO OR CONCERNING THE SERVICES. SELLER SHALL NOT BE LIABLE FOR SELLER’S OR CARRIER’S FAILURE TO PERFORM OR FOR DELAY IN PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT IF SUCH PERFORMANCE IS PREVENTED, HINDERED OR DELAYED BY REASON OF ANY CAUSE BEYOND THE CONTROL OF CARRIER OR SELLER. SUBSCRIBER FURTHER ACKNOWLEDGES THAT CARRIERS AND SELLER DO HEREBY DISCLAIM ANY AND ALL LIABILITY AND DAMAGES OF ANY NATURE WHATSOEVER TO SUBSCRIBER, WHETHER DIRECT OR INDIRECT ARISING OUT OF SUBSCRIBER'S USE OF INTERNET ACCESS SERVICE, OR ARISING, RELATED TO OR CONCERNING ANY SERVICES RELATED TO THIS AGREEMENT, AND SUBSCRIBER AGREES THAT SUBSCRIBER SHALL HAVE NO CLAIMS AGAINST SELLER AND CARRIER OF ANY KIND WITH RESPECT THERETO. SELLER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE FEES RECEIVED BY SELLER FOR THE INTERNET ACCESS SERVICE PROVIDED FOR THE IMMEDIATE TWELVE (12) MONTH PERIOD. Seller's entire liability under this Agreement shall be as set out in this Section. The parties have agreed that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES SHALL BE BORNE SOLELY BY SUBSCRIBER. SELLER MAKES NO WARRANTY THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS.

8. Indemnification
  1. Subscriber agrees that its use of the Internet Access Service and the Internet is solely at its own risk.
  2. Subscriber agrees to indemnify and hold Seller and Carriers harmless, including, but not limited to, reasonable attorney fees in defending any such claim or lawsuit, from and against all claims, damages, lawsuits, and losses related to, concerning or arising out of the (i) negligent acts or omissions of Subscriber, (ii) failure or delays of Internet Access Service (ii) failure or improper operation of Subscriber’s Controls or connected equipment, (iii) failure or delay to transmit Data, (iv) transmission of incorrect Data, or v) breach by Subscriber of any of its obligations under this Agreement.
  3. Subscriber further agrees to indemnify and hold harmless the Seller and Carriers from any and all loss or liability resulting from, but not limited to: loss of data; loss of software or hardware; loss or liability resulting from service delays or interruptions; loss or liability resulting from computer viruses; loss or liability resulting from data non-delivery or data misdelivery; loss or liability resulting from interruption to Seller’s Internet Access Service; loss or liability resulting from any errors, omission, or misstatements in any and all information, goods or services obtained on or through the Internet Access Service; and loss or liability resulting from acts of God or other circumstances beyond the control of Seller.
  4. Subscriber agrees to defend, release, indemnify and hold Seller, its affiliates and Carriers harmless from all liabilities, claims and expenses, including without limitation reasonable legal fees, arising from a breach of this Agreement by use of or in connection with the posting or transmission of any Content by or through Subscriber’s account on the Internet Access Service.
  5. You agree that Seller has the right, but not the obligation, at its own expense to assume the exclusive defense and control of any matter otherwise subject to indemnification by Subscriber pursuant to this section.

9. Termination
  1. This Agreement may be terminated without prior notice, at the option of Seller in the event of any of the following: (i) the Seller’s Network Facility is destroyed by fire or other catastrophe, or damaged so that it is impractical or uneconomic to restore operation in a reasonable timeframe, (ii) Data and Message Delivery transport through Carriers is unavailable or becomes unavailable, (iii) agreements between Seller and any Carrier are cancelled or terminated for any reason, (iv) lack of or failure of phone or data lines (v) failure or delay of Internet access service provided by Carriers to Seller, (vi) other equipment failures, (vii) Subscriber’s account is 30 (thirty) days past due, and (viii) the inability of Seller to provide Data Service or Internet Access Service. Seller shall have no liability whatsoever to Subscriber for terminating this Agreement in accordance with above. Seller may terminate this agreement for any other purpose with 30 (thirty) days notice to Subscriber.
  2. Subscriber agrees that its only right with respect to any dissatisfaction with any term or condition of this Agreement, Seller’s policy, Seller’s billing practices, Seller’s charges or fees, performance of Seller in providing service under this Agreement or other agreements with Seller, any Content available on or through the Internet Access Service, or any revision to this Agreement is to terminate this Agreement by Subscriber providing written notice of termination to Seller.
  3. In the event the Subscribers wants to terminate this Agreement for any account of Subscriber and transfer ownership of such account to a third party they must request in writing to Seller and Seller must approve credit and registration of the new subscriber.

10. Third Party Equuipment
Subscriber agrees not to install any modem or router to be used in conjunction with Internet Access Service unless authorized by or sold by Seller. Any modem or router provided for performance of Internet Access Service by Carrier’s shall be returned to Seller for return to the Carrier within thirty days of termination of this Agreement, otherwise you shall be charged for the price of such modem or router.

11. Miscellaneous Matters
  1. This Agreement is not assignable by Subscriber without the prior written consent of Seller. Any such assignment shall be null and void and this Agreement shall immediately terminate.
  2. In the event of a conflict between the terms and conditions of this Agreement and a Subscriber’s purchase order, Seller’s invoice or other agreement relating to the subject matter hereof, it is agreed that this Agreement shall govern and control.
  3. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to conflicts of law provisions thereof. Both parties agree to the exclusive jurisdiction of the state and federal courts of New Jersey.
  4. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party or a breach of any provision hereof be taken or held to be a waiver or the provision itself, nor any other right or remedy available to either party.
  5. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objective of such unenforceable or invalid provision within the limits of applicable law or applicable court decision.
  6. This Agreement and the documents referred to herein, if any, constitute the final, complete and exclusive agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, all prior agreements, whether written or oral, with respect to the subject matter contained herein.

DATED: 1/1/2013