Terms and Conditions

123.Net Residential Service Terms and Conditions
These 123.Net Residential Service Terms and Conditions (“Agreement”) set forth the terms and conditions upon which customer (“Customer” or “You”) agrees to purchase and use the fiber optic internet service (“Service”) provided by 123.Net, LLC. (“123.Net”). This Agreement is incorporated and fully stated as part of Customer

RATES
By signing the Service Order, you agree to pay the rates and fees as set forth on the Service Order, plus any applicable taxes and fees imposed by law.
TERM & EXPIRATION
The terms of this Agreement become effective when Customer signs the Service Order. Customer once the Service is installed and available for use by the Customer (“Service Activation”). Upon expiration of the Service Term, this Agreement will continue to automatically renew for a term equal to that stated in the Service Order (“Renewal Term”), unless properly terminated pursuant to the terms stated herein. This Agreement shall be binding and in full force and effect for all Renewal Terms.
ACCESS & INSTALLATION
123.Net shall perform all installation, modification, and removal of 123.Net service equipment (“hereinafter referred to as “Equipment”). By signing the Service Order, Customer affirms that 123.Net is authorized by the property owner of the installation site to install the necessary Equipment to provide the Service to Customer and that Customer will cooperate with 123.Net to coordinate and gain whatever approvals and rights of access may be necessary, including license(s) fees if applicable, to provide the Service to Customer. Customer further authorize 123.Net and/or its contractors or agents to enter your residence during normal business hours, or by appointment, to install, inspect, maintain, replace, or remove the Equipment. Customer further authorizes 123.Net and/or its contractors or agents the right to enter onto your property at all reasonable times, even if you are not present, to install, inspect, maintain, replace or remove any of the Equipment located outside your residence. Unless we are grossly negligent or intentionally harm any persons or property, we will not be responsible or liable for any damages caused by us while performing work on your property or in your residence. You agree that we will have no liability for any lost wages and expenses you may incur as a result of any present or future work to be performed by us or any appointment made to perform present or future work. If you are not the owner of the residence or other premises upon which our Equipment or Service are to be installed, you warrant that you have obtained the consent of the owner of the premises for our representatives to enter the premises for the purposes described in this section. You agree to indemnify and hold harmless 123.Net, its affiliates and their representatives from and against any claims of the owner of the premises arising out of the performance of this Agreement (including costs and reasonable attorneys fees). In some instances, installation, set up or construction charges may apply as specified on the Service Order.
CREDIT APPROVAL, BILLING & PAYMENT
Billing shall commence at Service Activation. If Service is disconnected by 123.Net in accordance with these policies and is later restored, restoration of Service will be subject to all applicable restoration and installation charges. Customer agrees to pay all undisputed amounts on the last day of the month in which the invoice is billed (“Payment Due Date”). If Customer has an open balance that is owing past the Payment Due Date, and which has not been disputed, 123.Net may apply late charges each month equal to 1.5% of the total outstanding amount. If Customer has an open balance that has not been disputed and is past the Payment Due Date for a period of 30 days or more, 123.Net may cancel Customerowing.
BILLING DISPUTES
If Customer disputes a term or amount on an invoice, Customer must do so in writing within 15 days from the invoice date. Disputes must be sent in writing to: E-mail: DisputeDepartment@123.net, Address: 24700 Northwestern Hwy. Ste. 700 Southfield, MI 48075 to the attention of the Dispute Department. Disputes must be reasonable and made in good faith. Customer must pay the portion of the invoice that is not in dispute. Payment of the amount of the invoice that is not in dispute, will not be deemed to constitute acceptance of the portion of the invoice that is in dispute. Partial payment on an invoice, even if said amount is accepted by 123.Net, does not constitute a waiver of any rights held by 123.Net to collect on the entire balance due and owing as stated.
ACCEPTABLE USE POLICY
Customeren the Terms and Conditions and the AUP, the Terms and Conditions shall control. A copy of the AUP can be found at: https://www.123.net/acceptable-use-policies/
123.NET PROVIDED EQUIPMENT
In order to facilitate the configuration of equipment and ensure its compatibility with 123.Net), or any other IP connection equipment provided to Customer. Such Equipment may be included as part of a monthly rental subscription, as defined by the Service Order(s), and carries an equipment monthly charge. Customer agrees to use reasonable care in maintaining the Equipment while in Customeronmental security and control with respect to all Equipment, and 123.Net shall have no liability whatsoever with respect to any breach of security caused by, related to, or arising out of Customeronmental security. 123.Net provided Equipment is, and at all times shall remain, the sole and exclusive property of 123.Net, and Customer shall have no right, title or interest therein. Customer shall not cause 123.Net Equipment to become an improvement, attachment, or fixture to real property. Customer, upon the termination or expiration of the Service Order(s) with 123.Net, shall return the Equipment in good repair and condition to 123.Net. If Customer fails to return Equipment in good condition, as determined by 123.Net in its sole discretion, Customer shall be responsible for the Fair Market Value (FMV) of the damaged Equipment. Within 15 days after termination or expiration of the Service Order(s), Customer shall coordinate a date and time with 123.Net to allow 123.Net to collect the Equipment from the Customer premises. Customer shall not attempt to deliver, ship or mail, or otherwise seek to return any Equipment to 123.Net without 123.Net risk and liability if Customer fails to adhere to this section. 123.Net reserves the right to assess costs for any damage that occurs as a result of a breach of this paragraph, including failure to return any Equipment as stated herein, and Customer agrees that these costs (the FMV) are liquidated damages which constitute compensation and not a penalty. Customer shall maintain adequate insurance on the Equipment to insure against damage to or loss of the Equipment.
CUSTOMER NETWORK & EQUIPMENT
Customer is solely responsible and assumes all liability for all network and equipment that was not provided or installed by 123.Net. 123.Net is not responsible for the operation, maintenance and repair of your television, computer or any other device owned by you to which we establish a connection. Customer is prohibited from installing or configuring any device or equipment to our inside wiring or Equipment, as that will impair the integrity of our Equipment or network, including, but not limited to, cable signal and bandwidth leakage. Customer is solely responsible for establishing and maintaining adequate security measures including (but not limited to) maintaining passwords, codes, encryption, physical security measures or other methods necessary to restrict access to Customer
FORCE MAJEURE
123.Net shall not be liable or responsible to Customer, nor be deemed to have defaulted under or breached this Agreement or any Service Order, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond 123.Netts or acts, riot, or other civil unrest; (4) government order or law; (5) action by any governmental authority; (6) national or regional emergency; (7) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (8) shortage of adequate power or transportation facilities. Should 123.Net suffer a Force Majeure event, it will provide prompt notice to Customer, stating the period of time the occurrence is expected to continue, and will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure event are minimized.
USE OF EQUIPMENT OUTSIDE OF UNITED STATES
123.Net offers and supports Services only in the United States. The Services are designed to work generally with unencumbered high-speed internet connections. If the high-speed internet connection that Customer is using is not within a 123.Net service area, and/or the Customer ISP or broadband provider places restrictions on the usage of the Service, 123.Net does not represent or warrant that use of the Service is permitted by such other jurisdiction or by any ISP or broadband provider. Customer is solely responsible for any violations of local laws and regulations or violations of ISP and broadband provider terms of service resulting from such use.
SERVICE LEVEL AGREEMENT
123.Net guarantees that access to the Internet shall be available on a best effort service delivery and restoration basis. 123.Net will make a best effort attempt to provide data bandwidth up to the data speed maximum throughput; however, this speed is not guaranteed. 123.Net will also make a best effort attempt to restore service as quickly as is feasible; however, does not guarantee a specific restoration timeframe.
EARLY TERMINATION: TERMINATION AFTER SERVICE ACTIVATION
If your Service Term is greater than one month, and Service is terminated by you for any reason prior to the expiration of your then current Service Term or by us due to your breach of this Agreement, including your failure to pay, we may charge you, as liquidated damages and not as a penalty, an early termination charge calculated as: fifty (50%) percent times the MRC times the remaining months of the Service Term, plus taxes and other applicable fees. In addition, upon early termination, if installation or NRCs were waived, those charges may be charged back to you.
NOTICE OF TERMINATION & DEFAULT
Written notice of Customer liable for all charges incurred as a result of failing to provide timely notice of termination or non-renewal. Customer is responsible for all charges that accrue during the 30-day notice period. Customer further agrees to be liable for all legal fees and costs, including attorneys
REGULATORY & LEGAL CHANGES
In the event of a change in applicable law, regulation, decision, service guide, tariff, rule, or order that materially increases the costs or other terms of delivery of Service, the parties agree to renegotiate the rates to be charged herein to reflect such increase in cost. If the parties are unable to reach an agreement about the new rates within 30 days of 123.Net pass such increased costs through to Customer, Customer may terminate the affected Service without termination penalty by delivering notice of termination no later than 30 days after the effective date of the rate increase.
PARTIAL INVALIDITY, WAIVER
If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The parties agree to renegotiate in good faith any term that is held to be invalid. One or more waivers of a breach of the terms and conditions of this Agreement shall not constitute a waiver of any future breach thereof.
APPLICABLE LAW | VENUE & JURISDICTION | DISPUTE RESOLUTION
This Agreement shall be subject to and governed by the laws of the State of Michigan. Any legal action arising out of this Agreement shall be exclusively initiated within the State of Michigan, Oakland County Circuit Court or the Federal District Court for the Eastern District of Michigan.
ENTIRE AGREEMENT | MODIFICATIONS | AUTHORITY
This Agreement and any relevant Service Order(s) set forth the entire Agreement and understanding between the parties and merges all prior discussion between them. This Agreement may not be modified except by the written consent of both parties. By entering into this Agreement Customer affirms that Customer is a duly organized, legally existing entity or duly authorized individual with authority to enter into this Agreement.
INDEMNIFICATION
Each party to this Agreement agrees to indemnify, defend, and hold harmless the other party (referred to respectively as the “Indemnifying Party” and the “Indemnified Party”), as well as its subsidiaries, affiliates, officers, directors, employees, agents, licensors, consultants, suppliers, and independent contractors, from and against all claims, demands, actions, liabilities, losses, expenses, damages, judgments and costs (including attorneys’ fees) (collectively, collectively, a “Claim” or the “Claims”) relating to any Claim of any third party resulting from the negligence or willful act or omission of the Indemnifying Party arising out of or related to this Agreement, the obligations set forth herein, and uses or misuses of Service, including any Claim alleging infringement thereof by Customer or its end users. The Indemnifying Party agrees to defend the Indemnified Party from any loss, injury, liability, claim or demand that is the subject of this paragraph. The Indemnified Party agrees to promptly notify, in writing, the Indemnifying Party of any threatened or actual Claim and to reasonably cooperate to resolve such Claim(s). 123.Net reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer. Customer must not accept a settlement of any dispute relating to this contract without prior written consent of 123.Net.
TRANSFERS & ASSIGNMENTS
Customer may not assign or transfer its rights or duties in connection with the Services and facilities provided by 123.Net without the prior written consent of 123.Net. All transfers of rights or duties herein, without the advanced permission in writing of 123.Net, shall be void and unenforceable as a matter of law.
ELECTRONIC SIGNATURES/COMMUNICATIONS
Customer agrees that signatures (whether in the form of a full signature or initials) on this Agreement may be delivered by facsimile or electronically in lieu of an original signature and agrees to treat facsimile or electronic signatures as original signatures for the purposes of validity, enforceability, and admissibility, that bind them to the Service Order and this Agreement. Customer further agrees to receive electronic communications through electronic mail or through the website customer account. Customer may withdraw its consent to receive electronic documents, notices, and disclosures at any time by notifying 123.Net. Customer may also request paper version of an electronic document. Customer acknowledges that 123.Net reserves the right to charge Customer a reasonable fee for the production or mailing of paper versions of electronic documents. Customer shall be responsible for providing 123.Net with up-to-date electronic mail contact information.
LIMITATION OF LIABILITY
123.NET SHALL NOT BE LIABLE FOR ANY AND ALL: INDIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY OR LOSS OF USE, EVEN IF CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AS A RESULT OF A BREACH OF THIS AGREEMENT, OR SERVICE ORDER FORM OF 123.NET. 123.NET EXERCISES NO CONTROL WHATSOEVER OVER THE CONTENT OF THE INFORMATION PASSING THROUGH THE 123.NET NETWORK OR OVER THE INTERNET. USE OF ANY INFORMATION OBTAINED OVER THE 123.NET NETWORK OR THE INTERNET IS AT CUSTOMERTHS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CUSTOMER AGREES TO ACCEPT THE SERVICE ON AN “AS-IS” NON-WARRANTABLE BASIS. 123.NET EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.