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HomeMy WebLinkAboutC08-248-31£ Customer Information Contract #41771 Company Customer # Eagle County 150938 Street Address 500 Broadway Box 850 Gty State Zip Code ~ Eagle CO 81613-8600 Contact Name Phone Scott Lingle 970-328-8600 ~ Email Address FAX scott.lingle@eaglecounty.us Technical Contact Name Scott Lingle ~ Company Phone Eagle County 970-328-8600 Email Address FAX scott.lingle@eaglecounty.us t~ ~~ Service Delivery Instructions /Notes • • - All pricing is based on one-year of online storage. Online storage for email for subsequent years is $3/GB per month. - MailArmory is included in the monthly archive price - Data is off-lined on a quarterly basis - Offline Storage is $.25/GB/month - If, within the initial term of this contract, Eagle County chooses to purchase the PrivacyVault software or appliance options from FRII, there will be • no early termination penalties for cancellation of this contract. In addition, FRII will provide a credit in the amount of 25% of the total monthly services fees paid to date toward the purchase of such software or appliance. Service Terms Summary Initial Contract Term: 12 Months The following amounts are due upon acceptance of this contract: Renewal Term: Month to Month Setup Fee due at Signing: $100.00 Total Setup Fees: $100.00 Equipment due at Signing: 1st Month due at Signing: Total Monthly Recurring: $2000.00 (plus tax) This contract and term of service will begin on the date of service installation. Agreement The Initial Term of this Service Order shall be 12 month(s) and shall automatically renew for successive 1 month Terms as provided in the Master Service Agreement (Agreement) and applicable exhibits. All prices sub)ect to applicable fees, federal, state, and local taxes. My signature certifies that I am legally authorized to enter into this Agreement on behalf of Customer, and that Customer agrees to comply with the terms and conditions in the Service Order contained herein. Customer agrees to the setup, equipment, consulting, and recurring fees written above. Equipment purchases are provided by FRII "AS IS" without warranties of any kind, either express or implied including but not limited to warranties of title or implied warranties of merchantability or fitness fora particular purpose or use with respect to the service or information. All warranties (if any) are provided by the manufacturer. The parties have executed this Agreement and Service Order as of the date indicated below. • Eagle Coun Front Range Internet Inc. Name (Print): Name (Pant): Signature: Signature: _____ _ ___ ~ Title: Title: Date: ~ /~~ Date: Copyrph[ ~+ 2006 Front Range Internet Inc Front Range Internet and FRII are [ratlemarks of Front Rnnge Internet Inc Contract #41771 _ Services Qty Service Type -500 -- EtQVaillt Finad Vanlt~no-- -- -- _ _ _ - _- -- --- _ -- ~ Fleva 11 ompany Admin Acress Setup Fee Monthly Total per Unft Pnce/Unlt Setup Fee _ ~0._11R -$4.00 -- $0.00 .$~ $0.00 $25.00 Monthly Total Price $2000.00 __ $0.00 _ _ ~ Flevault Customer Owned Mad Server _ $25.00 $0.00 $25.00 $.Q 00 1 ~ Add Company Logo $50.00 $50.00 $0.00 - - - -- ~ Price does not include applicable State, Federal, or Local taxes. TOta15: $100.00 $2000.00 Consulting Services Qty Description J3 Wah Based Eleva]ilt Trammg ( hour) Price/Unit $100.00 Total Price $300.D0 __ 1 ImporLExisLng mad from CurrQnLEx~tlansle~nvironment tQ Email Vault , __ _ -_____ _ _ _ $S~OD~OD __ _ ~fi504_QQ Total Consulting: $6800.00 Customer Initials/Date: I~ I r f`~- Copyright 0 200] Front Range Internet Inc Front Range Internet and FRII are tratlemarks of Front Range Infernal Inc Contract #41771 ~~ ~~~zce MSA 11/6/07 Master Services Agreement Standard Terms and Conditions The following terms and conditions govern Front Range Internet, Inc.'s ("FRII") prov~s~on of FRII network, Colocation, MailArmory®, and SureRmgrM Voice over IP ("VOIP") services ("Service(s)") to the company or individual ("Customer"), together (the "Parties"), as described on the Service Order Form ("Order"). This Agreement governs both the Service and any devices, such as an IP phone, Analog Telephone Adapter, Multimedia Terminal Adapter, router, or any other IP connection device ("Device") used m conjunction with the Service. The term Service is limited to the equipment, facilities, programming or software provided by FRII to facilitate FRII Sernce but does not include any equipment, facilities, programming or software not owned by FRIl. Specifically, FRII Service includes only that portion of the telecommunications provider's demarcation at FRII's facility and FRII owned equpment. If Service is, or becomes subject to, a tariff filed with the Federal Communications Commission or any other regulatory institution ("Tariff'), the terms and conditions of such Tariff, including rates, shall govern Customer's use of Service. 1. Term and Termination. The Tenn commences on the Billing Commencement Date as specified below and continues for one year (or as otherwise specified on the Service Order Form(s)) from the Effective Date. The initial Term shall automatically renew for one year renewal periods, or as otherwise specified on the Order form, absent contrary wntten notice provided at least thirty days in advance. Termination for cause by FRII may occur upon: (a) unremedied material breach by Customer of any term herein or m any attached document after thirty (30) days wntten nohce; (b) Customer's failure to function as a going concern or operate m the ordinary course; or (c) breach of the confidentiality restrictions m Section 7. Ether Party may terminate the Service by providing wntten notice to the other Party at least thirty days prior to the requested termination date; provided, however, that such termination shall not affect Customer's obligations hereunder, mcludmg payment of Fees for all Services rendered prior to termination and payment of all applicable Cancellation Fees. Except where early termination occurs due to breach by one of the Parties, lack of agreement on new pricing or Force Majeure, if Customer terminates Service or this Agreement prior to end of the Term for their convenience, Customer shall pay to FRIl all amounts then due and unpaid plus one hundred (100) percent of the amount Customer would otherwise have had to pay to FRII over the remainder of the Term for each current Sernce Order form ("Cancellation Fee"), calculated based on the remaining number of months of the Tenn, at the monthly rate shown on each current Service Order fore. Customer will not be liable for termination charges ~f Services of the same or greater monthly base price are purchased at the same lime as the notice of termination ~s received. The cancellation fee also applies, at FRII's election, upon its tenninat~on of this Agreement for Customer's material breach, without any offset or m~t~gation of damages required therefore. Customer agrees to pay any Cancellation Fee within ten days of any specified early termination event. Customer acknowledges that such Cancellation Fee is not a penalty but is m the nature of liquidated damages. 2. Fees and Invoicing. Base prices, rates and payment terms shall be as set forth on the Service Order Form(s), as well as the costs of third party services or products including increases thereto, purchased by FRIl on the Customer's behalf at Customer's request (collectively, the "Fees"). Setup/startup fees are nonrefundable. Fees shall be invoked together with any applicable sales, use or other taxes one month m advance of when the Service is to be provided. Automated payments will be initiated on the first day of the month for which the Service ~s to be provided. Customer agrees to pay all charges incurred. All payments shall be made m U S. Dollars. Customer may provide FRII with the automated payment information, either bank routing and account or credit card information as changes occur from time to time. Late payment fees equal to the greater of $5.00 or 1.5% of the unpaid balance due shall be assessed on all amounts not paid within thirty (30) days of the invoice date. Unless otherwise stated on the Service Order, setup fees and fees for the first month of Service are due and payable upon execution of the Order. Customer ~s responsible for, and shall pay any applicable federal, state, mumc~pal, local, or other govemmenta] sales, use, excise, value-added, personal property, public ut~hty, or other taxes, fees, or charges now in force or enacted m the future, except income taxes, that arise from or as a result of Customer's subscription or use or payment for the Sernce or a Device. Such amounts are in addition to payment for the Sernce or Devices. If Customer is exempt from payment of such taxes, Customer shall provide FRil with documentation attesting to tax-exempt status. Tax exemption will only apply from and after the date FRII receives the tax exempt documentation. Customer agrees that failure to pay all fees then due and owing constitutes a material breach and defau]t of this Agreement. FRII may, without additional notice, suspend performance or provision of the Service or terminate this Agreement for late or non-payment of Fees and Customer shall be liable for any reasonable attorney's or collection agency fees incurred by FRIl in connection therewith. if Customer ~s delinquent m its payments FRIl may, upon wntten notice to Customer, modify the payment terms to require full payment before the further provision of any Service or require other assurances to secure Customer's payment obligations hereunder. FRII shall provide Customer, at its request, with a schedule of any fees for additional Service not covered in the Service Order Form. FRIl may price such additional Service in its sole discretion. Any Service upgrades requested by Customer may result m additional fees or other charges. FRII may reclassify service levels, revise product or Service descnpt~ons, or modify publxshed prices. FRIi will give thirty (30) days written nohce of any increase in base prices. If the Parties fail to agree within fourteen (14) days before the date of the effective price increase, either Party may terminate this Agreement without liability therefore except for accrued Fees. Customer shall otherwise be responsible for Service fees according to the new base prices for Services installed. 3. Billing Commencement. Billing for FRII Service Fees commences upon the earliest of (a) activation of the ordered Service; or (b) activaho^ of the port circuit at FRII's service point. Billing for any applicable local loop/Telco fees commences upon delivery of the local loop/Telco connection. Billing for any applicable colocahon space fees commences upon the earlier of (a) the date specified m the Service Order Form, or (b) the date Customer takes possession of the space. 4. Acceptable Use, Provision and Maintenance of Systems. Customer agrees that failure to comply with this Section 4C, FRII Acceptable Use Policies, is a material breach of this Agreement and then use of the Service may be interrupted upon detection and without further notice. If Customer or then Users engage in conduct while using the Service that violates the Policy, or is otherwise illegal or improper, FRII reserves the right to suspend and/or terminate the Seri-ice or the Customer's access to the Service. FRIl will generally attempt to notify Customer of any activity m violation of the Policy and request that the Customer cease such activity; however, in cases where the operation of the FRII's Network ~s threatened or cases involving unsolicited commercial email/SPAM, mail relaying, alteration of your source IP address information, denial of service attacks, illegal activrt~es, suspected fraud in connection with the use of Service, harassment or copyright infringement, we reserve the right to suspend or terminate your Service or Customer's access to the Service without notification. In the event such action is taken by FRII, Customer's Service will be reinstated when FRII determines the condition causing interruption has been remedied by Customer. In addition, we may take any other appropriate action against a User for v~olat~ons of the Policy. FRIl reserves the right to avail itself to the safe harbor provisions of the Digital Millennium Copyright Act. We do not make any promise, nor do we have any obligation, to monitor or police activity occumng using the Service and will have no liability to any party, mcludmg you, for any violation of the Policy. OFront Range Internet, Inc., 2007 Page 1 Master Service Agreement ~~~~ ~8(z~jzi~c~ MSA 11/6/07 A. Customer shall, at its own expense, provide all necessary preparations regmred to comply with FRII's installation and maintenance specifications, and Customer shall be responsible for the costs of relocation of any egmpment or telecommunications cucuits once Service are initiated. This includes, but is not limited to, a circuit from a locatron of Customer's chorce to the FRII router, circuit termination and packet switching equipment to connect Customer systems or networks to Service. B Customer shall provrde, in a timely manner, information related to Servrce as requested by FRII to troubleshoot Servrce. C Customer shall not nor shall tt permit or assist others to use Service for any purpose other than that for which they are intended or for any unlawful purpose. Customer shall use Service m compliance with thrs sectron 4C, and FRII's backbone providers or m a manner that, m FRII's discretion, is consrstent with the generally accepted rules of Internet etiquette and conduct. Customer shall take all prudent precautions to protect the security of all its equrpment connected to the Service from unauthonzed use, intentional or not Customer shall be fable and responsible for any unauthorized use of Servn:e. Customer shall not nor shall it permit or assist others to abuse or fraudulently use Service, including but not limited to the following: 1. Obtaining or attempting to obtain service by any fraudulent means or devrce with intent to avoid payment; 2. Accessing, altering, or destroying of any information of FRII, its customers, or another extemal servrce by any unauthonzed means or device, or attempting to do so; 3. Permitting the accessing, altering, or destroying of any information of FRII, its customers, or another extemal service by any unauthonzed means or device, 4. Using Service so as to interfere with the use of the FRII network by other customers, intentionally or not; or in violatron of the law or in and of any unlawful act. 5. Use of Service to send abusive, harassing or obscene messages; sending of unsolicited, bulk messages commonly known as Spam; sending messages where the actual sender's identity is drsguised; sending transrmssions with the effect of denying service provided by FRII or another external service or its Customers; intentronally or not. Unsolicited, for the purpose of this provrsron, is defined as that which was not applred for, requested or sought by the recrpient. 6 The uploading, sending, transmitting, or permitting the uploading of programs intended to damage, harm, interfere with, other users of the Intemet, intentionally or not, or in vrolation of the law or in aid of any unlawful act. D. Customer shall be liable for payment of FRII consulting fees, currently m effect, as a result of scheduled or unscheduled FRII Service provrded to install, maintain or otherwrse remedy condrhons resulting from Customer's use of Sernce. E. FRII shall not be responsible for the installation, operation or maintenance of equipment or software not provided by FRII; nor shall FRII be responsible for the transmission or reception of information by equipment or software not provided by FRII. F. Customer shall be responsible for the use and compatibility of egmpment or software not provided by FRII. In the event that Customer uses equpment or software not provided by FRII that impairs the Customer's use of Service, Customer shall nonetheless be liable for payment for Service. Upon notice from FRII that the egmpment or software not provided by FRII is causing or is likely to cause hazazd, interferences or service obstruction, Customer shall eliminate the likelihood of hazazd, interference or service obstruction. Customer shall rf necessary pay FRII to troubleshoot difficulties caused by equipment or software not provided by FRII. FRII will notify Customer by telephone or email before any such charges are incurred. G. For Customer egmpment, hardware or software not owned or operated by FRII, FRII shall not be responsible for any changes in Sernce that cause such equipment, hardware or software to become obsolete, require modification or alteration, or otherwise affect performance of Customer's use of Service. H. Equipment provided by FRII as a pan of the Service and not purchased by Customer shall be surrendered upon termination of Service in an operable condition. Customer shall be liable for replacement of said equipment not returned in an operable condition. 5. FRII Warranty and Disclaimer. FRII will make every commercially reasonable effort to deliver a high quality Service to Customer. Unless otherwise specified by FRII m writing, Customer is purchasing a best effort Service, "as is" with no performance or reliability warranty either expressed or implied. Customer's sole and exclusive remedy for breach of the above warranty or any claim related to the Service shall be repair or replacement of the Service in accordance with the Service Description, Service Level Agreement, or terninahon. For egmpment provided by FRII, FRII's responsibility shall be strictly as set forth in the agreements covenng such provisioning, and if none, then all such responsibility and any representation or warranty, is hereby expressly disclaimed, whether express or implied, to the rnaxrmum amount allowed by law. WITH RESPECT TO THE SERVICE, ANY FRII EQUIPMENT OR SERVICE ARE PROVIDED BY FRII "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. FRII DOES NOT WARRANT UNINTERUPTED USE OF THE EQUIPMENT OR SERVICE. FRiI DOES NOT WARRANT THAT ANY DATA OR ANY FILES SENT BY OR TO CUSTOMER WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE TIME. ANY EQUIPMENT AND/OR THE SUBJECT MATTER OF THIS AGREEMENT, THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT ALLOWED BY LAW. 6. INDEMNITIES. To the extent allowed by law, Customer shall indemnify and save FRII harmless from and against all loss, liability, damage and expense, including reasonable attorneys fees, caused by Customer's officers, employees, agents, vendors or contractors arising from claims or demands: (a) for damages to property or for injury or death to persons, including without IimitaUon any disability, death or Worker's Compensation benefits; (b) arising from data transimtted, received or stored on or over FRII's network by or through Customer in violation of the provisions of Section 4 above; (c) for any damages or loss incurred directly by FRII as a result of a failure of any Customer-provided egmpment installed within FRII's faciluies or on Customer's premises, including, but not limited to, failures resulting in fire, electrical malfunction, and heat and/or water damage, even when such Customer-provided egmpment was installed with the permission or assistance of FRII; (d) of infringement of a third pony's propnetary rights based on any information, materials or access to property provided by Customer; or (e) ansing out of or relating to the conduct of Customer's business, including without limitation, claims by any customer or end user of Customer's products or Service, and claims relating to the acquisition or use by Customer of any product or Sernce to be provided under this Agreement. 7. Confidenflality. In connection with this Agreement, the Parties may obtain information of the other Party that is confidential or proprietary in nature ("Confidential Information"). With respect to FRII, such Confidential Information shall include, without limitation: (a) any specifications, protocols, router configuration syntax and routing data and tables related to its MailArmory® technology and network Service; (b) any processes, methods, ideas, techniques, drawings, works of authorship, inventions, know-how, software, algonthms and formulae related to the products or Service of FRII; (c) information concerning research, development, financials, procurement, customer lists, investors, employees, third party relationships, forecasts and marketing plans of FRII; (d) any other information or material that is proprietary to FRII; and (e) any other information that is marked confidential, restncted, proprietary or with a similar designation. Such information shall be deemed Confidential Information, whether or not descnbed as such at the time of communication. The Parties OFront Range Internet, Inc., 2007 Page 2 Master Service Agreement ~i~1 ~~ MSA 11/6/07 agree: (~) to take all reasonable steps necessary to maintain the confidentiality of any such Confidential Information and not to disclose such Confidential Information without the other Party's prior written consent; (ii) to not use or copy any Confidential Information for any purpose other than in direct furtherance of the purposes of this Agreement; and (ni) that their obligations under this Section 7 shall survive the termination of this Agreement for a period of three years. Notwithstanding the foregoing, each Party's confidentiality obligations shall not apply to the extent that disclosed Confidential Information: (1) is already known to the other Party without an obligation of confidentiality; (2) becomes publicly available through no fault of the other Party; (3) is received from a third party nghtfully and without restriction; (4) is independently developed without exposure to the Confidential Information; or (5) is required to be disclosed by law, provided the non-disclosing Party is provided reasonable nonce pnor to the disclosure and the disclosing Party reasonably cooperates in any attempt by the non-disclosing Party to quash the legal requirement or otherwise prevent disclosure of its Confidential Information through legal means. The terms and conditions of this Agreement shall be deemed to be Confidential Information except that FRII may disclose and list Customer as a customer of the Service in connection with FRIl's advertising, pubhmty and promotion of the Service. 8. General. A. Parties may assign this Agreement to a parent company, assigns or an affiliate. Customer shall provide FRII with thirty (30) days notice pnor to any such assignment. B. The Parties will not be responsible for performance of its obligations hereunder where delayed or hindered by war, Hots, embargoes, stnkes, or other concealed acts of workmen (whether of FRII or others), casualties, accidents or other occurrences beyond Parties control (Force MaJeure). The party shall notify the other in the event of any of the foregoing occurrences. Should such occurrence continue for more than thirty (30) days, FRII or Customer may cancel the affected Service with no further liability. C. The provision of Service by FRII is subject to FRII's continuing approval, at FRII's sole discretion, of Customer's credit-worthiness. Customer shall furnish financial information as FRII may from time to lime request to detemm~e Customer's credit-worthiness. D. FRII may, at its sole discretion, interrupt Service and retake possession of Service and Devices, before, during or after action to recover sums hereunder, retain all payments made hereunder, and recover charges and costs owed by Customer as well as any other damages FRII may have sustained because of Customer's default. "Default" shall mean where Customer becomes subject of a voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation proceeding; makes an assignment for the benefit of creditors; admits m writing its inability to pay debts when due; or fails within ten (10) days after written notice to remedy any breach of this Agreement. E. This Agreement shall be governed by the laws of the State of Colorado. Any legal action ansing out of failure, malfunction or defect in Service shall be brought within one (1) year of the occurrence or is deemed waived. Any and all actions shall be brought in the approprtate court system in the State of Colorado. F. This Agreement may not be modified except by wntten amendment or exhibit by the parties. No agent, employee or representative of FRiI or Customer has authority to bind the parties to any representation or warranty unless such is specifically included in this Agreement, the Order, or wntten amendments thereto. G. Notice addresses and contacts shall be as shown on the Service Order or as changed m writing from time to lime by the Parties. Notice to the pames of disputes arising under this Agreement shall be sent m wntmg by regular mail to the Notice address. All other notices may be sent by email to the address shown on the Service Order. H. Customer is responsible for assessing its own need for property, casualty, and liability insurance and shall obtain such insurance as Customer sees fit. Customer shall bear the nsk of loss to its own egmpment and agrees to not make any claims against others for any property loss. I. Should any part or portion of the Agreement be found invalid, the balance of the provisions shall remain unaffected and shall be enforceable. J. The IP address space allocated by FRII to Customer is subJect to Customer's justification and FRII's approval and is non-portable. FRII's policy and requirements on the allocation and use of IP address space shall be compliant with and regulated by the American Registry for Intemet Numbers (ARIN) whose policies may change from time to time. Customer agrees to comply with the FRII Network Assignment Policy and complete a FRIi Network Assignment Form, as required, that is made part of this Agreement. K. it is understood and agreed by the parties hereto that this Agreement constitutes the entire Agreement between the parties and supercedes any and atl agreements previously made. Each party hereby specifically advises the other that any representations inconsistent with these Standard Terms and Conditions contained herein made by any officer, agent or employee are wholly unauthorized and specifically repudiated. OFront Range Internet, Inc., 2007 Page 3 Master Service Agreement ~~~ ~~~ °~12~~2~ Addendum to Master Service Agreement This Addendum amends the Master Services Agreement for Contract 41771 between Eagle County (EC) and Front Range Internet, Inc. (FRII) made, and entered into on the day of August 2008 ("Agreement"). With regards to "Item 1. Term and Termination:" the following addendum shall apply: "Termination for cause by Customer may occur upon: (a) unremedied material breach by FRII of any term herein or in any attached document after thirty (30) days written notice. If Customer terminates service for cause as described herein, Customer shall not be required to pay a termination fee." Eagle County Front Range Internet, Inc. Name: Signature: Title: Date: ~~1~~~ c~6 ~ -~~ ~2Cx.~`~i Date: ~ .2~. 1>~ Addendum A to Master Service Agreement # 41771 Non-Appropriation of Funds If sufficient funds are not appropriated and budgeted by the Eagle County governing body in any fiscal period for payments due under this Master Service Agreement, then customer will give FRII written notice and this agreement will terminate as of the last day of the fiscal period for which funds for payments are available. Such termination is without any expense or penalty, except for the portion of payments, and expenses related to the removal of any equipment for which funds have been budgeted and appropriated or are otherwise legally available. Customer agrees that, to the extent permitted by law, customer will not terminate this agreement if any funds are appropriated by the customer or to the customer for the acquisition or use of equipment or services performing functions similar to the services provided for in this agreement during the fiscal period in which such termination would occur, and customer will not spend or commit funds for the acquisition or use of equipment or services performing functions similar to the services provided for in this agreement until the fiscal period following the fiscal period for which funds were first not available for the payments due under this agreement. Eagle County Nam Signature: Title: Date: G - ~ Front Range Internet, Inc. Name:_ Signature: Title: Date: C;`~~ 25~~ Z~~ Elevault Email Vaulting Terms and Conditions On the date written below, this Exhibit E is incorporated and made a part of the Master Services Agreement dated ("Agreement") having the same term as the Agreement. This Email Vaulting Service Schedule governs FRII's provisioning of Email Vaulting Services via Internet protocol to Customer as shown on the Service Order. Description. The Email Vaulting Service offered by FRII (pursuant to this Agreement, as amended) allows the secure archival and retrieval of copies of Customer's email messages, including attachments, in a secure FRII storage environment. A. General i. Service Distinctions. The Elevault Email Vaulting Service provides Customer with the capability to archive copies of Customer's incoming and outgoing emails into a "vaulted" environment that may not be modified or deleted. Retrieval of emails from the vaulted environment will be copies of the original email and attachment(s). Spam and virus filtering is essential to avoid vaulting unwanted email. Spam and virus filtering is a separate service provided by FRII and not included in the base Service. The vaulted emails are cataloged and the content stored as-is when received by the Elevault server. Additionally, the emails are compressed and stored in a non-human readable format and are only accessible by the Customer admin and/or email's owner via user name/ password combination. The Elevault System does not allow any changes to the original email stored in the vault. Only copies of the original email will be released upon request of the Customer admin and/or email owner. FRII does not have access to the content of any vaulted email unless Customer grants access and provides the password for access. Customer may search for and release emails in the vault using the web based Elevault interface. Elevault email vaulting service shall consist of two service types: Full Access and Archive Only. Full Access Users will receive email archiving services as designated above with a unique login and password for each user to access email stored in the vault. Full access users may search, view and release copies of messages stored in the vault. Archive Only Users will receive email vaulting services but will not have access to interact with data stored in the vault. Access to mail stored within the accounts of Archive Only Users will be limited to those with Administrative privileges. 2. Customer Responsibilities. Customer and Customer's users are responsible for maintaining and securing the passwords for access to the vaulted emails. Customer shall inform FRII of changes made by Customer in the number of active email accounts being vaulted. Customer shall be solely responsible for service and maintenance of Customer's mail servers and their configurations that cause emails to be forwarded to the Service for vaulting. Additional fees, at the then current consulting rate, may be charged by FRII to recover or assist in the recovery of emails from Customer's servers that were not, for any reason, forwarded to the Service for vaulting. Only emails that would arrive at the mail server will be vaulted. Any program such as spam and virus filtering that might prevent messages from reaching the destination mail server will also prevent them from reaching the vault. Customer shall be I~able for and hold FRII harmless for any loss including consulting fees arising from the corruption of data due to the introduction of a virus or any other malicious software from data received from Customer for the Service. Should Customer cancel their Elevault service, FRII will keep all stored data for up to 90 days, after which the data will be destroyed. If the Customer would like a copy of all data stored, FRII will charge $100/hour plus $25 Media Charge to retrieve and put all data in a CD format. Customer will bear all shipping and handling charges, if applicable. If Customer is suspended due to past due, FRII may, at its discretion, stop vaulting services. After 90 days FRII will destroy all data online and offline. Customer may request retrieval of data stored offline at any time. FRII will charge $100/hour plus $25 Media Charge. Customer shall bear all shipping and handling charges, if applicable. B. Warranties and Liabilities. i. Limitation of Liability FRII's liability shall be limited for any Service outage as set forth in this Agreement. FRII shall not be liable for any delay or failure to provide the Service at any time or from time to time, or any interruption including but not limited to any of the following: A) act or omission of an underlying carrier, service provider, vendor or other third party; B) Customer equipment, network, facility failure; C) force majeure events such as (but not limited to) acts of god, strikes, fire, war, riot, or government actions; D) Customer equipment or facility relocation; or E) any other cause that is beyond FRII's control, including without limitation the failure of incoming or outgoing communications, the inability of communications to be connected or completed. ~~ JAR L Cj~i~2`b~?s:~~1 2. No Consequential Damages In no event shall FRII, its officers, directors, employees, affiliates or agents or any other service provider who furnishes services to Customer in connection with this Agreement or the Service be liable for any incidental, indirect, special, punitive, exemplary, or consequential damages, or for any damages, including but not limited to loss of data, loss of revenue or profits, or arising out of or in connection with the use or inability to use the Service. The limitation set forth herein applies to claims founded in breach, breach of warranty, products liability, tort, and any and all other theories of liability and apply whether or not FRII was informed of the likelihood of any particular type of damages. 3. No Warranties on Service FRII makes no warranties, express or implied, including but not limited to, any implied warranties of merchantability or fitness of the Service for a particular purpose. FRII does not warrant that the Service will be without Service failure, delay, interruption, error, and data or information. Neither FRII nor its officers, directors, employees, affiliates or agents or any other service provider or vendor who furnishes services or products to Customer in connection with this Agreement or the Service will be liable for unauthorized access to FRII's or Customer's transmission facilities or premises equipment or for unauthorized access to, or alteration, theft or destruction of, Customer's data files, programs, procedures or information through accident, fraudulent means or devices or any other method, regardless of whether such damage occurs as a result of FRII's or its service provider's or vendors' negligence. Statements and descriptions concerning the Service, if any, by FRII or FRII's agents or installers are information and are not given as a warranty of any kind. 4. No Third Party Beneficiaries No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights. IN WITNESS WHEREOF, the Parties have executed and made effective this Exhibit E on the date wntten below. Eagle County Name (Print): Signature: _ ~ ~ ____ Title: -- _ /0~~_g~ t~_r~~ ,/~~ _ Date: (~7iyN / / ~`/ Front Range Internet Inc. Name (Pant): Signature: __ Title: _ _ Date: ~~1~,~.~