TheRockfordNetwork.com - Rockford, MI

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Our Service >> Terms & Conditions
While we are not huge on having our customers sign contracts, the suits at our law firm have advised us that they are a necessity. Below we have included our standard stuff that our lawyers write for us. Please feel free to take a look at the legal jargon that our crack team of legal counsel has generated for us.

SLB Networks LLC reserves the right to change prices and advertisement fees to its
services at anytime.

Limited Liability: In the event of any discrepancies, an advertiser can only sue SLB Networks for as much as they had paid them.
Standard Terms of Service

1. SERVICE. SLB Networks agrees to provide the Services during the Service period to the Customer identified in the Service Order(s). "Service Period," is the time period starting on the date the Services are fully functional in all material respects and available for use as described in a Service Order or as reflected in the first invoice (the "Turn-up Date"), and continuing for the number of months specified in the Service Order.

2. STANDARD PAYMENT TERMS. Customer agrees to pay the monthly Service fees and one-time charges as set forth in the Service Order(s) incorporated under this Service Agreement by execution thereof by the parties.  "Monthly Service Fees" is the amount specified as the monthly fee to be paid by the Customer for the Services.  "One-Time Charges" include, but are not limited to, graphic design, content development, or any non-recurring charges.
(a) Monthly Service Fees. Customer agrees to pay Monthly Service Fees in advance of the provision of the Services.  Monthly Service Fees are due upon receipt of the invoice. 
(b) One-Time Charges. Customer agrees to pay the One-Time Charges as described on the applicable Service Order(s).
(c) Taxes, Fees and Government Charges. Customer agrees to pay any sales, use, property, excise or other taxes, franchise fees, and governmental charges (excluding income taxes), arising under this Agreement, including, without limitation, applicable state property taxes.  A copy of the Customer's tax exemption document, if applicable, must be provided to SLB Networks to certify tax-exempt status.  Tax-exempt status shall not relieve Customer of its obligation to pay any applicable franchise fees. 
(d) Charges for Change Requests. Any charges associated with Service additions, modifications, substitutions, upgrades, reconfigurations, or relocations at a site and requested by Customer subsequent to executing a Service Order for that site, are the sole financial responsibility of Customer.  SLB Networks shall notify Customer, orally or in writing, of any additional One-Time Charges and/or adjustments to Monthly Service Fees associated with or applicable to such Customer change requests prior to making any such additions or modifications.  Customer's failure to object to such additional charges within three (3) days of receiving such notice shall be deemed an acceptance by Customer of such charges. Customer shall be assessed such additional One-Time Charges and/or adjusted Monthly Service Fees, either (i) in advance of implementation of the change request or (ii) beginning on the Customer's next and/or subsequent invoice(s).
(e) Invoicing Errors. Customer must provide notice to SLB Networks of any invoice errors or disputed charges within thirty (30) days of the invoice date on which the errors and/or disputed charges appear in order for Customer to receive any credit that may be due. 
(f) Late Fees. If Customer fails to pay an invoice within thirty (30) days of issuance, SLB Networks will issue a notice of late payment.  Customer will be charged a late fee of not more than five percent (5%) per month on any outstanding past-due balance. 
(g) Non-Payment. If Services are removed because Customer does not pay the invoice, SLB Networks may, in its sole discretion, require that Customer pay all past due charges, a reconnect fee, and a minimum of one month's Monthly Service Fees in advance before SLB Networks will reconnect Services.
(h) Returned Checks, Bankcard or Credit Card Charge-Backs and Collection Fees. SLB Networks may charge a reasonable service fee for all returned checks and bankcard, credit card or other charge card charge-backs. 
(i) Collection Fees. Customer shall be responsible for all expenses, including reasonable attorney's fees and collection costs, incurred by SLB Networks in collecting any unpaid amounts due under this Agreement.

3. CUSTOMER USE. Customer agrees not to re-sell or re-distribute access to the Service(s) or system capacity, or any part thereof, in any manner without the express prior written consent of SLB Networks. Customer agrees not to use or permit third parties to use the Service(s), including but not limited to the Equipment and software provided by SLB Networks, for any illegal purpose, or to achieve unauthorized access to any computer systems, software, data, or other copyright or patent protected material. Customer agrees not to interfere with other customers' use of the Equipment or Services or disrupt the SLB Networks Network, backbone, nodes or other Services. Violation of any part of this section is grounds for immediate Termination of this Service Agreement and/or all Service Orders in addition to any other rights or remedies SLB Networks may have hereunder.

4. PERFORMANCE. SLB Networks will use commercially reasonable efforts in keeping with normal industry standards to ensure that the Service is available to Customer twenty-four (24) hours per day, seven (7) days per week. It is possible, however, that there will be interruptions of Service. Specifically, Customer understands and agrees that the Service may be unavailable from time to time either for scheduled or unscheduled maintenance, technical difficulties, or for other reasons beyond SLB Networks' reasonable control. Temporary service interruptions/outages for such reasons, as well as service interruptions/outages caused by the Customer, its agents and employees, or by a Force Majeure Event, shall not constitute a failure by SLB Networks to perform its obligations under this Service Agreement, and Customer will not hold SLB Networks at fault for loss of Customer revenue or lost employee productivity due to Service outages. 

5. DEFAULT; SUSPENSION OF SERVICE; TERMINATION No express or implied waiver by SLB Networks of any event of default shall in any way be a waiver of any further subsequent event of default. Nothing herein, including, but not limited to Termination, shall relieve Customer of its obligation to pay SLB Networks all amounts due. 
( a ) Default by Customer. Customer shall be in default under this Service Agreement in the event that the Customer does one (1) or more of the following (each individually to be considered a separate event of default) and the Customer fails to correct each such noncompliance within twenty (20) days of receipt of written notice in cases involving non-payment or within thirty (30) days of receipt of written notice in cases involving any other noncompliance: 
i Customer is more than thirty (30) days past due with respect to any payment required hereunder; 
ii Customer otherwise has failed to comply with the terms of this Service Agreement or any other Service Order(s) incorporated herein by execution thereof by the parties; or 
iii Customer files or initiates proceedings or has proceedings filed or initiated against it, seeking liquidation, reorganization or other relief (such as appointment of a trustee, receiver, liquidator, custodian or such other official) under any bankruptcy, insolvency or other similar law and such proceedings are not dismissed within sixty (60) days. 
(b) SLB Networks's Right to Terminate and Termination Charge. In the event Customer is in default, SLB Networks shall have the right, at its option, and in addition to any other remedies it may have, to: 
i Immediately suspend Services to the Customer until such time as the underlying noncompliance has been corrected without affecting Customer's on-going obligation to pay SLB Networks any amounts due under this Agreement (e.g., the Monthly Service Fees), as if such suspension of Services had not taken place; 
ii Terminate the Services; or 
iii After the occurrence of two (2) such events of Customer default in any twelve (12) month period of time, terminate this Service Agreement and/or any or all of the applicable Service Order(s). 
If Termination is due to noncompliance by the Customer, Customer must pay SLB Networks a Termination charge (a "Termination Charge"), which the parties recognize as liquidated damages. This Termination Charge shall be equal to fifty percent (50%) of the unpaid balance of the Monthly Service Fees that would have been due throughout the remainder of the applicable Service Period plus one hundred percent (100%) of (a) the outstanding balance of any and all One-Time Charges and (b) any and all previously waived One-Time Charges. 
(c) Default by SLB Networks. SLB Networks shall be in default under this Service Agreement in the event that SLB Networks does one (1) or more of the following (each instance individually to be considered a separate event of default), and SLB Networks fails to remedy each such noncompliance or occurrence within thirty (30) days of receipt of written notice from Customer describing in reasonable detail the nature, scope and extent of the default or noncompliance. 
i SLB Networks fails to comply with the terms of this Service Agreement and/or any or all of the applicable Service Order(s); 
ii SLB Networks files or initiates proceedings or has proceedings filed or initiated against it, seeking liquidation, reorganization or other relief (such as appointment of a trustee, receiver, liquidator, custodian or such other official) under any bankruptcy, insolvency or other similar law and such proceedings are not dismissed within sixty (60) days. 
(d) Customer's Right to Terminate and Termination Charge.
i Customer shall have the right, at its option and in addition to any other remedies it may have, to terminate any applicable Service Order(s), if the underlying event of default and/or noncompliance by SLB Networks is limited to Services provided under the applicable Service Order(s) or this Service Agreement, if such noncompliance is not so limited, provided that SLB Networks' diligent efforts to correct such breach are not commenced and pursued within thirty (30) days after SLB Networks' receipt of a written notice from the Customer describing in reasonable detail the nature, scope and extent of the event of default/noncompliance. 
ii If Termination is due to noncompliance by SLB Networks, SLB Networks shall reimburse Customer for any pre-paid, unused Monthly Service Fees attributable to such terminated Service Order(s). In addition, if Termination is due to noncompliance by SLB Networks within one (1) year of the applicable Turn-Up Date, SLB Networks shall pay a Termination Charge, which the parties recognize as liquidated damages, equal to a portion of any One-Time Charge that has already been paid by the Customer to SLB Networks relative to Service at the sites covered by the terminated Service Order. This Termination Charge SLB Networks must pay Customer shall be equal to the product of a) the number of months (or portion thereof) remaining in the initial twelve (12) months of the initial Service Period at the time of Termination and b) a ratio in which the numerator is the total of One-Time Charges paid to date and the denominator is twelve (12). 

6. LIMITATION OF LIABILITY. PLEASE READ THIS SECTION CAREFULLY, IT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY. 
( a ) Limited Warranty. At all times during the Service Period, SLB Networks warrants that it will use commercially reasonable efforts in keeping with industry standards to cause the Services to be available to the Customer. 
THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER. 
EXCEPT AS OTHERWISE STATED IN THIS SERVICE AGREEMENT, SLB NETWORKS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SERVICE PROVISIONED HEREUNDER AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 
WITHOUT LIMITING ANY EXPRESS PROVISIONS PROVIDED FOR ELSEWHERE IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF SERVICES HEREUNDER (INCLUDING ANY SERVICE IMPLEMENTATION DELAYS AND/OR FAILURES), UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. 
THE FOREGOING LIMITATIONS APPLIES TO ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. 
Any warranty claim by Customer must be made within thirty (30) days after the applicable Services have been performed. SLB Networks's sole obligation and Customer's sole remedy, with respect to any breach of the limited warranty set forth herein, shall be a prorated refund of the fees paid by Customer based on the period of time when the Services are out of compliance with this limited warranty provision. 
( b ) Content. Customer acknowledges that any content that Customer may access or transmit through any Service is provided by independent content providers, over which SLB Networks does not exercise and disclaims any control. SLB Networks neither previews content nor exercises editorial control; does not endorse any opinions or information accessed through any Service; and assumes no responsibility for content. SLB Networks specifically disclaims any responsibility for the accuracy or quality of the information obtained using the Service. Such content or programs may include, without limitation, programs or content of an infringing, abusive, profane or sexually offensive nature. Customer and their authorized users accessing other parties' content through Customer's facilities do so at Customer's own risk, and SLB Networks assumes no liability whatsoever for any claims, losses, actions, damages, suits or proceedings arising out of or otherwise relating to such content. 
( c ) Damage, Loss or Destruction of Software Files and/or Data. Customer agrees that Customer uses the Services supplied by SLB Networks at its sole risk. SLB Networks Services are provided on an "as is basis" without warranties of any kind. 
SLB Networks assumes no responsibility whatsoever for any damage to or loss or destruction of any of Customer's hardware, software, files, data or peripherals which may result from Customer's use of any Service or from the installation, maintenance or removal of any Service, Network, or related Equipment or software. SLB Networks does not warrant that data or files sent by or to Customer will be transmitted in uncorrupted form or within a reasonable period of time. 
( d ) Force Majeure Event. Customer agrees that SLB Networks shall not be liable for any inconvenience, loss, liability or damage resulting from any failure or interruption of Services, directly or indirectly caused by circumstances beyond SLB Networks' control, including but not limited to denial of use of poles or other facilities of a utility company, labor disputes, acts of war or terrorism, criminal, illegal or unlawful acts, natural causes, mechanical or power failures, or any order, law or ordinance in any way restricting the operation of the Services. 

7. INDEMNIFICATION. In addition to its specific indemnification responsibilities set forth elsewhere in this Service Agreement and as permissible under applicable law, Customer agrees, at its own expense, to indemnify, defend and hold harmless SLB Networks and its directors, employees, representatives, officers and agents, (the "Indemnified Parties") against any and all claims, liabilities, lawsuits, damages, losses, judgments, costs, fees and expenses incurred by SLB Networks Indemnified Parties, including but not limited to, reasonable attorneys' fees and court costs incurred by SLB Networks Indemnified Parties in enforcing its rights under this Service Agreement, to the full extent that such arise from Customer's misrepresentation with regard to or noncompliance with the terms of this Service Agreement and any or all Service Orders, Customer's failure to comply with applicable law, and/or Customer's negligence or willful misconduct. SLB Networks Indemnified Parties shall have the right but not the obligation to participate in the defense of the claim at Customer's cost and Customer agrees to cooperate with SLB Networks Indemnified Parties in such case. 

8. COMPLIANCE WITH LAWS.  Customer shall not use or permit third parties to use the Services in any manner that violates applicable law or causes SLB Networks to violate applicable law. Both parties shall comply with all applicable laws and regulations when carrying out their respective duties hereunder. 

9. PRIVACY. SLB Networks treats private communications on or through its Network or using any Service as confidential and does not access, use or disclose the contents of private communications, except in limited circumstances and as permitted by law. SLB Networks also maintains a Privacy Policy with respect to the Services in order to protect the privacy of its customers. The Privacy Policy can be found on SLB Networks' website at www.slbnetworks.com. Customer represents and warrants that Customer has read the Privacy Policy and agrees to be bound by its terms. Customer expressly understands and agrees that the Privacy Policy may be updated or modified from time to time by SLB Networks, with or without notice to Customer. 

10. GENERAL CUSTOMER REPRESENTATIONS AND OBLIGATIONS. Customer represents to SLB Networks that Customer has the authority to execute, deliver and carry out the terms of this Service Agreement and associated Service Orders. Customer also represents that any person who accesses any Services through Customer's equipment or through the Network facilities in Customer's Premises will be an authorized user, will use the Service, Network and/or Network facilities in an appropriate and legal manner, and will be subject to the terms of this Service Agreement. Customer shall be responsible for ensuring that all such users understand the Service Agreement and comply with its terms. 
The Customer shall be responsible for all access to and use of the Service by means of the Customer's equipment, whether or not the Customer has knowledge of or authorizes such access or use. The Customer shall be solely liable and responsible for all charges incurred and all conduct through either authorized or unauthorized use of the Service, until the Customer informs SLB Networks of any breach of security. 
SLB Networks expressly prohibits using the Service for the posting or transferring of sexually explicit images, material inappropriate for minors, or other offensive materials. By signing, Customer expressly acknowledges that Customer will not post or transfer or permit others to post or transfer such materials using the Service. 

11. NOTICES.  Any notices to be given under this Service Agreement shall be validly given or served only if in writing and sent by nationally recognized overnight delivery service or certified mail, return receipt requested, to the following addresses: 
If to SLB Networks: 
SLB Networks 
ATTN: TheRockfordNetwork.com 
2355 Belmont Center Dr., Suite 104
Belmont, MI  49306
with copies to: 
SLB Networks 
ATTN: TheRockfordNetwork.com 
P.O. Box 612
Rockford, MI, 49341 
Each party may change its respective address(es) for legal notice by providing notice to the other party. 

12. MISCELLANEOUS.
( a ) Entire Agreement. This Service Agreement and any related, executed Service Order(s) constitute the entire Agreement with respect to the Services and Network. This Service Agreement supersedes all prior understandings, promises and undertakings, if any, made orally or in writing by or on behalf of the parties with respect to the subject matter of this Service Agreement. 
( b ) No Amendments, Supplements or Changes. This Service Agreement and the associated executed Service Order(s) may not be amended, supplemented or changed without both parties' prior written consent. 
( c ) No Assignment or Transfer. The parties may not assign or transfer (directly or indirectly by any means, by operation of law or otherwise) this Service Agreement and the associated Service Order(s), or their rights or obligations hereunder to any other entity without first obtaining written consent from the other party, which consent shall not be unreasonably withheld, provided, however, that SLB Networks may assign this Service Agreement and the associated executed Service Order(s) to affiliates controlling, controlled by or under common control with SLB Networks, or to its successor-in-interest in the event SLB Networks sells the underlying communications system, without Customer's consent. 
( d ) Severability. If any term, covenant, condition or portion of this Service Agreement, any related executed Service Order(s) shall, to any extent, be invalid or unenforceable, the remainder of this Service Agreement, any related, executed Service Order(s), shall not be affected and each remaining term, covenant or condition shall be valid and enforceable to the fullest extent permitted by law. 
( e ) Section Headings. The section headings are furnished for the convenience of the parties and are not to be considered in the construction or interpretation of this Service Agreement. 
( f ) Governing Law. This Service Agreement and all matters arising out of or related to this Agreement shall be governed by the laws of the State of Michigan, without regard to conflicts of law provisions. Customer agrees that the federal and state courts of Michigan alone have jurisdiction over all disputes arising under this Agreement, and Customer consents to personal jurisdiction of those courts with respect to any disputes arising under this Agreement. IN ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS NEGOTIATION, ENFORCEABILITY OR VALIDITY, OR THE PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, CUSTOMER AND SLB NETWORKS EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY. 
( g ) Jointly Drafted. Both parties hereby acknowledge that they participated equally in the negotiation and drafting of this Service Agreement and any related, executed Service Order(s) and that, accordingly, no court construing this Service Agreement and any related, executed Service Order(s) shall construe it more stringently against one party than against the other. 
( h ) No Third Party Beneficiaries. The parties agree that the terms of this Service Agreement and the parties' respective performance of obligations as described are not intended to benefit any person or entity not a party to this Service Agreement, that the consideration provided by each party under this Service Agreement only runs to the respective parties hereto, and that no person or entity not a party to this Service Agreement shall have any rights under this Service Agreement nor the right to require the performance of obligations by either of the parties under this Service Agreement. 
( i ) Waiver. Except as otherwise provided herein, the failure of SLB Networks to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
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