TERMS AND CONDITIONS OF RETAIL CUSTOMER SALES AGREEMENT

1. OVERVIEW. 

The terms and conditions stated herein (the “General Terms”) shall apply with respect to the provision of any and all telecommunications and related services (“Services”) by Vexus to Customer under the Retail Customer Sales Agreement or Business Customer Agreement both of which are referred to in these General Terms as the “Agreement.” The Services will be provided to you by the Vexus company that operates in your area.

2. TERM AND TERMINATION.

The term of the Agreement shall commence upon the initial installation or activation of any Service. The term shall either be month-to-month or the time period stated in the Agreement, whichever is longer (the “Term”). Upon expiration of the Term, the Agreement shall automatically renew from month-to-month unless earlier terminated in accordance with the terms and provisions of these General Terms or otherwise provided in the Agreement. Either party may terminate the Agreement on thirty (30) days’ written notice to the other Party. Customer shall pay to Vexus, immediately upon demand, all sums then due and unpaid at the time of termination plus any other sums payable under the terms of the Agreement.

3. RATES AND CHARGES.

The rates and charges for the Services are set forth in the Agreement, together with any and all of Vexus’ tariffs, as applicable and as amended from time-to-time. With respect to any Service provided by Vexus to Customer for which a rate is not specified in the Agreement, Vexus’ standard retail rates shall apply. Vexus shall provide Customer with a current list of its standard retail rates at the time of service activation, from time-to-time thereafter, and at the request of Customer. Customer shall make all payments when due as set forth in Section 5, below.

4. TAXES AND SURCHARGES.

In addition to the rates and charges for the Service(s), Customer shall be responsible for payment of all local, state and federal taxes, fees and surcharges, however designated, imposed on or based upon the provision, sale, or use of the Services and any equipment, excluding taxes based on Vexus net income. Customer shall be responsible for the payment of all surcharges in effect from time-to-time, including but not limited to USF, PICC, and payphone surcharges, as required or permitted by Applicable Law, or tariff and/or as specified on the Vexus website at www.vexusfiber.com.

5. BILLING AND PAYMENT.

Billing for any Service shall commence immediately following delivery of the Service to Customer’s service address(es) or as otherwise provided in the Agreement. Customer will receive a bill on or about the 1st of each month for the prior month’s usage-based Services (including pro-rata charges for new services added during the prior month) and in advance for the current month’s monthly charges. Customers will receive an electronic bill unless they elect to receive a paper bill. Customers who elect to receive a paper bill will be charged a Statement Printing Fee of $4.95 for each paper bill. All bills are due and payable upon receipt. If Customer’s bill is not paid within twenty (20) days after the Billing Date listed on the bill (the “Due Date”), Customer shall pay Vexus, in addition to the amount of the bill, a monthly late charge of $10. Customer must provide Vexus with written notice of any disputed charge(s) within thirty (30) days after the invoice date listed on the bill or shall be deemed to have waived its rights to dispute the charges. Customer shall pay the invoiced amount by the Due Date, provided that payment of an invoice shall not be deemed a waiver of Customer’s rights to later dispute an invoice within the time period allowed under Applicable Law. The dispute notice shall set forth in writing in reasonable detail the information concerning the disputed charges and reasons for the dispute. Vexus and Customer shall attempt in good faith to promptly resolve any objection to the invoiced amount. If the dispute is subsequently resolved in favor of Customer, Vexus shall issue a credit on Customer’s subsequent invoice for the disputed amount. If Vexus initiates legal proceedings to collect any amount due hereunder and Vexus substantially prevails in such proceedings, then Customer shall pay the reasonable attorneys’ fees and costs incurred by Vexus in prosecuting such proceedings and any appeals therefrom. In the event Customer fails to pay any invoice when due, or provide Vexus with a notice of dispute, Vexus shall notify Customer regarding its failure to pay such invoice. If, after Vexus has provided such notice, Customer continues to fail to pay such invoice(s) within five (5) days after such notice, Vexus may, in addition to any other rights and remedies available to Vexus, suspend service under this Agreement until all outstanding invoice(s) are paid in full. In addition, in such case Vexus may elect to terminate this Agreement, and shall be entitled to seek and exercise such rights and remedies that may otherwise be permitted hereunder or at law or in equity. One-time, non-recurring online payments will be charged a $1.99 processing fee.

6. CUSTOMER RESPONSIBILITIES.

In addition to all other Customer responsibilities as set forth in the Agreement, Customer shall be responsible for providing the following: (1) broadband Internet connectivity; (2) all equipment, software, facilities and/or Internet Protocol (“IP”) connectivity necessary to reach and interoperate with the Service and the Vexus network; and (3) all other equipment, software and other facilities to be installed, including without limitation, routers, IP enabled phones and/or analog terminal adapters. Customer may also lease routers directly from Vexus.

7. CUSTOMER NOTIFICATION AUTHORIZATION.

The Customer agrees by submitting a mobile number and or email address, you agree to allow Vexus to communicate with you by phone, text, or email. Communication will include but will not be limited to installation / service reminders, account status, payment due date, payment confirmation, account changes, promotional offers and outage information. This is a free service from Vexus. However, a Customer’s mobile service provider may charge the mobile user to send/receive text messages depending on the terms of their mobile account.

8. UNAUTHORIZED USE OF SERVICES.

Vexus shall have the right (but not the obligation) to take protective action against Customer in order to protect Vexus’ network from any unauthorized use, which protective action may include, without limitation, the temporary blocking of Customer’s traffic until the applicable problem is resolved in Vexus’ reasonable discretion. The Service does not support Vexus will not accept 976/900 and such other call types in which charges are placed on an end users bill and Vexus might be expected to act as a collection agent. Use of predictive dialers for more than five percent (5%) of all calls made is prohibited with Vexus’ written consent.

9. NO WARRANTY; LIMITATION OF LIABILITY. 

VEXUS MAKES NO WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VEXUS DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY ON VEXUS’ BEHALF AND THE CUSTOMER MAY NOT RELY ON ANY STATEMENT OF WARRANTY AS A WARRANTY OF VEXUS. THE WARRANTY SET FORTH IN THIS SECTION IS THE SOLE AND EXCLUSIVE WARRANTY PERTAINING TO ANY SERVICES OR EQUIPMENT SOLD BY VEXUS HEREUNDER, AND VEXUS AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, REPRESENTATIONS OR GUARANTEES WITH RESPECT THERETO. THIRD PARTY PRODUCED ITEMS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VEXUS (OR ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS) BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF CUSTOMERS, CLIENTS OR GOODWILL ARISING IN ANY MANNER FROM THE AGREEMENT AND/OR THE PERFORMANCE OR NONPERFORMANCE HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, AND REGARDLESS OF THE NATURE OF THE CLAIM OR FORM OF ACTION, WHETHER IN CONTRACT OR TORT INCLUDING NEGLIGENCE. VEXUS’ ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES WITH RESPECT TO ANY SERVICE PROVIDED TO CUSTOMER (INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE INSTALLATION, DELAY, PROVISION, TERMINATION, MAINTENANCE, REPAIR, INTERRUPTION, OR RESTORATION OF ANY SUCH SERVICE) OR BREACH OF THE AGREEMENT, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY OR STRICT LIABILITY, SHALL BE LIMITED TO A MAXIMUM OF A TOTAL AMOUNT OF ALL FEES PAID BY CUSTOMER TO VEXUS IN THE MOST RECENT THREE MONTH PERIOD HEREUNDER. THE PROVISIONS OF THIS SECTION 9 CONSTITUTE AN ALLOCATION OF RISK BETWEEN THE PARTIES AND THE PRICE CHARGED CUSTOMER IS BASED ON SUCH ALLOCATION OF RISK. THE TERMS OF THIS SECTION 9 SHALL SURVIVE THE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY OR THE TERMINATION OF THIS AGREEMENT FOR ANY REASON. THIS SECTION 9 SURVIVES TERMINATION OF THE AGREEMENT.

10. CPNI.

Under federal law, Customer has the right, and Vexus has a duty, to protect the confidentiality of information about the amount, type, and destination of Customer’s service usage (CPNI). Customer hereby consents to the sharing of Customer’s CPNI or other personal information with Vexus and its affiliates, agents and contractors, solely for the purpose of developing or bringing to Customer’s attention any products and services, or in the event of any merger, sale of some or all of the company assets or acquisition as well as in any insolvency, bankruptcy or receivership proceeding in which CPNI or other personal information would be transferred as one of the business assets of the company. This consent survives the termination of Customer’s Service and is valid until revoked by Customer. To remove this consent at any time, Customer must notify Vexus in writing at 912 S. Main, Suite 106, Sikeston, Missouri 63801. Attn: Customer Service and provide the following information: (1) Customer name, (2) Service billing address, (3) telephone number including area code, and (4) service account number. Removing consent will not affect the Customer’s current Service.

Internet Services Disclosure Statement

Vexus makes every effort to support advertised speeds and will dispatch repair technicians to Customer sites to perform speed tests as needed to troubleshoot and resolve speed and application performance caused by Vexus’ network. Vexus measures availability, latency, and aggregate utilization on the network and strive to meet internal service level targets. Internet speeds are not guaranteed and may vary.

However, the bandwidth speed at which a particular distant website or other Internet resources may be downloaded, or the speed at which your Customer information may be uploaded to a distant website or Internet location is affected by factors beyond Vexus’ control, including the speed of the connection from a distant web server to the Internet, congestion on intermediate networks, and/or limitations on your own computer equipment, including a wireless router. In addition, your service performance may be affected by the inside wiring at your premise. Other factors include, without limitation, the number of workstations and/or devices using a single connection. Accordingly, you, the Customer, must consider the capabilities of your own equipment when choosing a Vexus service. Your computers and/or wireless or other networks in your home or office may need an upgrade in order to take full advantage of the chosen Vexus plan.

As stated herein, the Customer shall be responsible for maintaining the equipment needed in order to obtain the requested internet services.

11. NOTICES.

All notices and communications under the Agreement shall be in writing and shall be given by personal delivery, recognized national overnight courier service (e.g. Federal Express), by registered or certified mail, return receipt requested, or by facsimile transmission, addressed to the respective Party as set forth in the first page of the Agreement or to such other address as may be designated in writing by such Party. Notice shall be deemed given upon receipt.

12. MISCELLANEOUS.

The Agreement, these General Terms, the operating, privacy, and/or use policies and applicable service guides (the “Service Policies”), Vexus applicable tariffs (the “Agreement Documents”) represent the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other agreements, written or oral, between the Parties relating to the Service. Any modification to this Agreement shall be in writing signed by authorized representatives of both Parties. In case of any conflict between these General Terms and the Agreement, the provisions of these General Terms shall take precedence unless otherwise indicated in the Agreement. No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing and signed by the Party to which it is attributed. No consent by a Party to, or waiver of, a breach or default by the other, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default. If any provision of the Agreement Documents shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render the Agreement Documents unenforceable, but rather the Agreement Documents shall be construed as if not containing the invalid or unenforceable provision. The Agreement Documents shall be interpreted, construed and enforced in accordance with federal law, the regulations of the FCC, and the internal laws of the state and locality in which the Service is provided (the “Applicable Law”), without regard to its conflict of laws principles.

911 DISCLAIMER

PLEASE READ THIS INFORMATION REGARDING 911 VERY CAREFULLY. BY ACTIVATING AND PAYING FOR THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO THE LIMITATIONS OF VEXUS 911 EMERGENCY DIALING SERVICE, AND UNDERSTAND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL 911 or E911 CALLS.

• 911 SERVICE DOES NOT WORK IF YOU FAIL TO REGISTER OR UPDATE THE 911 SERVICE WITH YOUR CURRENT LOCATION
• 911 SERVICE WILL NOT WORK IF THERE IS AN ELECTRICAL OR INTERNET SERVICE OUTAGE DUE TO ANY CAUSE
• 911 SERVICE WILL NOT WORK IF YOUR SERVICE HAS BEEN CANCELED BY YOU OR TERMINATED BY VEXUS
• YOU INDEMNIFY VEXUS FOR ANY FAILURE IN THE 911 SERVICE

Most of VEXUS Customers in the U.S., including Alaska and Hawaii, have access to basic 911 or Enhanced 911 (E911) service. Enhanced 911 (E911) service is available for all U.S. Customers who register a valid E911 service address.

With E911 service, when you dial 911, your telephone number and registered address is simultaneously sent to the local emergency center assigned to your location, and emergency operators have access to the information they need to send help and call you back if necessary. If you live in locations where the emergency center is not equipped to receive your telephone number and address, you have basic 911. With basic 911, the local emergency operator answering the call will not have your call back number or your exact location, so you must be prepared to give them this information. Until you give the operator your phone number and location, he/she may not be able to call you back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected, or if you are unable to speak.

As additional local emergency centers become capable of receiving our Customers’ telephone number and address information, Customers will need to register a valid E911 service address to upgrade the service to E911. VEXUS will not inform you that new local emergency centers have been added. If your address is not covered by E911 service, VEXUS advise you to attempt to register your address periodically to determine if a new local emergency center has been added to your area.

Certain Customers do not have access to either basic 911 or E911 because there are no local emergency centers in their area or they did not register for an E911 service address. If you do not have access to basic 911 or E911, your 911 call will be sent to the national emergency call center. A trained agent at the emergency call center will ask for the name, telephone number and location of the Customer calling 911, and then contact the local emergency center for such Customer in order to send help.

Emergency personnel do not receive your phone number or physical location when your 911 call is routed to a national emergency call center. Therefore, you must be prepared to give the operator your phone number and location and any other information that the operator might request. You authorize the national emergency call center to disclose your name and address to the third party or parties involved with providing emergency services to you, including, without limitation, call routers, call centers and local emergency centers.

Notify All Users

Customers are responsible for informing any household residents, guests and other third persons who may be present at the physical location where you utilize the 911 SERVICE of the important differences in and limitations of 911 SERVICE as compared with traditional 911 land line or cell phone service.

Registration of Physical Location Required

For each primary phone number that you use for the Service, you must register with VEXUS the physical location where you will be using the Service with that phone number. When you move the Device to another location, you must register your new location. If you do not register your new location, any 911 calls you make using the 911 SERVICE may be sent to an emergency center near your old address. You must register your initial location of use when you subscribe to the Service.

Thereafter, you may register a new location by following the instructions from the “911” registration link in your VEXUS Account Portal. For purposes of the 911 SERVICE, you may only register one location at a time for each primary phone line you use with the Service.

Re-Registration Required if You Change Your Number or Add or Port New Numbers

911 SERVICE does not function if you change your phone number or if you add or port new phone numbers to your account, unless and until you successfully register your location of use for each changed, newly added or newly ported phone number and receive confirmation from VEXUS.

Confirmation of Activation Required

Your 911 SERVICE will not be activated for any phone line that you are using with the Service, unless and until you receive an email from VEXUS confirming that the 911 SERVICE has been activated for that primary phone number. The activation may take up to three (3) days to complete.

Service Outages

You acknowledge and understand that the Service and 911 Service does not function in the event of power failure without battery backup. Should there be an interruption in the power supply, the Service and 911 Service will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure the Device and other CPE equipment prior to using the Service and 911. You also acknowledge and understand that the Service and 911 Service requires a fully functional broadband connection to the Internet and that, accordingly, in the event of an outage of, or termination of broadband service with or by your Internet Service Provider (“ISP”) and/or broadband provider, the Service and 911 Service will not function. If there is an interruption in the power supply and/or an ISP/broadband outage, the Service and 911 Service will not function until the power supply is restored and/or the ISP/ broadband outage fixed.

You acknowledge that VEXUS is not responsible for any service outage related to the loss of electrical power, connectivity, suspension or termination by your broadband or ISP, the blocking of ports by your broadband or Internet service provider, suspension or termination of your VEXUS Services/Account or any failures resulting from local or national disasters.

Disclaimer of Liability and Indemnification

You acknowledge and understand that VEXUS will not be liable for any Service outage and/or inability to dial 911 using the VEXUS Service or to access emergency service personnel due to the characteristics and limitation of the VEXUS Service as set forth in this document. You agree to defend, indemnify, and hold harmless VEXUS, its officers, directors, employees, affiliates, and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs, and expenses (including, without limitation, reasonable attorney fees) by, or on behalf of, you or any third party user of the Service relating to the failure or outage of the Service, including those related to the 911 SERVICE.

In addition, VEXUS does not have any control over whether, or the manner in which, calls using the 911 SERVICE are answered or addressed by any local emergency response center. VEXUS disclaims all responsibility for the conduct of local emergency response centers and the national emergency calling center. VEXUS relys on third parties to assist us in routing 911 SERVICE calls to local emergency response centers and to a national emergency calling center. VEXUS disclaims any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither VEXUS nor its officers, directors, employees, affiliates, and agents and any other service provider who furnishes services to you in connection with the Service may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to the 911 SERVICE unless such claims or causes of action arose from VEXUS gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless VEXUS, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 911 SERVICE, incorrectly routed 911 SERVICE calls, and/or the inability of any user of the Service to be able to use 911 SERVICE or access emergency service personnel.

If you are not comfortable with the limitations of the 911 SERVICE, VEXUS strongly recommends that you always have an alternative means of accessing emergency service.

GENERAL INFORMATION

Services and prices – Please contact us at 1-800-658-2150 or by visiting our website at www.vexusfiber.com for information on services and prices including:

• Products and services offered
• Prices and options for subscribing to services
• Channel positions
• Installation and maintenance policies and prices
• Instructions for using our Service

Miscellaneous Fees – A fee is added to any bill amount unpaid after the due date. If your payment is made with a non-sufficient fund check, you may be charged a fee for handling.

Delinquent Accounts – If your service is disconnected for non-payment, we require full payment of the balance, a deposit, a reconnect fee, and a minimum of one month’s service before reconnecting service.

Disconnect Policy – A request to disconnect service can occur at any time. Billing for service will stop on the day you request the service to be discontinued. Equipment provided to you by your local office must be returned upon disconnecting, or appropriate charges will be assessed.

Signal Blocking Devices – If you can see images or hear sound from a scrambled premium or adult channels that you do not subscribe to, you may have these channels blocked.

TELEVISION EQUIPMENT COMPATIBILITY

Cable Converters – Some models of TVs and VCRs – especially older TV sets that are not “cable ready” – may not receive all of the channels offered when connected directly to the cable system. If your TV or VCR is not able to receive all of the channels, you can obtain a set-top channel converter from Vexus or a retail store at a nominal charge. If you plan to purchase cable services that we scramble or encrypt, such as premium, pay-per-view or digital services, you should make sure that any set-top converter or navigation device you purchase from a retail outlet is capable of working with the separate security cards that we must provide in order for your equipment to access such programming devices. Upon request, we will provide you with the technical parameters needed for any such device to operate with our security cards and cable system. Also, you should know that receivers with descrambling units are illegal to sell or use unless authorized by Vexus.

If you receive service through a set-top channel converter, you may not be able to use special features and functions of your TV and VCR. These may include features that allow you to view a program on one channel while simultaneously recording a program on another channel, record two or more consecutive programs that appear on different channels, or use advanced picture generation and display features such as “Picture-in-Picture” and channel review. Vexus may be able to resolve these issues through an additional converter or other equipment that is available for lease upon request.

Cable Cards – Certain new TVs are sold with a Cable Card, which can substitute for a set-top channel converter. Currently, these cards do not allow you to use any interactive or two-way services that we offer. For more information, you may contact us by calling Customer Care. Rental information, including pricing, is also available at www.vexusfiber.com.

Remote Controls – Vexus include a remote control unit with set-top channel converters. Some television, VCR or DVD remote controls are also capable of controlling the basic features of your set-top box. “Universal” remote control units that are compatible with the basic features of set-top boxes may also be obtained from other sources, such as consumer appliance, electronics outlets or over the Internet. These universal remote controls may not be compatible with certain set top features or services available from Vexus in certain markets.

COMPLAINT PROCEDURES

In the event that a service or billing issue occurs, you should call us at the telephone number listed below. A fully trained Customer Service Representative can often resolve your problem over the telephone. If this cannot be done, we will set up an appointment for a skilled technician to come to your home. If, in your opinion, the service technician fails to correct the reception problem, you should call us again and we will review the actions taken. Should we continue to be unable to resolve the problem to your satisfaction, we will explain the reasons we cannot solve the problem. If you believe Vexus have not properly resolved your issue, you have the right to contact the applicable authority at the address and telephone number listed on your monthly bill.

How does Vexus obtain and use my personal information for online marketing purposes?

We use Google AdWords Remarketing to advertise Vexus across the Internet, in particular on the Google Display Network. AdWords remarketing will show you ads based on your past interactions with the Vexus website by placing a cookie in your browser. This cookie does not in any way provide us with identifying information such as name, account numbers, social security numbers, or addresses nor does it give us access to your computer or mobile device. This cookie is used to indicate to other websites that you visited a particular page and would be responsive to ads relating to that page.

If you do not wish to see ads from Vexus you can opt out by visiting Google’s Ads Settings or by opting out of a third-party vendor’s use of cookies by visiting the Network Advertising Initiative opt-out page.

Contact Vexus if You Have Questions

If you have any questions about our policies described in this notice, please contact your local Vexus office at the address and telephone listed on your bill or call 1-800-658-2150.