We, Stelera Wireless, LLC(“Stelera,” “we,” or “us”), maintain this website (the “Site”) and provide our services (the “Service(s)”) as a service to our customers. By using this Site or using our Services, you are agreeing to comply with and be bound by this Terms of Service Agreement (the “Agreement”). You acknowledge and agree that your use of the Site or Services has the same effect as manually signing a contract and creates a valid, binding contract between you and us. If you do not agree to all of the terms of this Agreement, you should proceed no further and obtain no products or services from Stelera.
This Agreement and any provision herein, including any fees charged for the Service, may be amended from time, and such amendments or revisions shall become effective upon notice to you, provided that the revised or amended Agreement will be posted on our website. By accepting this Agreement, you expressly agree that such posting shall constitute notice to you of any revisions or amendments to this Agreement. For your convenience and future reference, the date of this Agreement is listed below. You can print the version of the Agreement that you reviewed and approved, and compare it to the version in effect when you use the Site or Services in the future to determine what, if any changes have been made.
1. Description of Service. Stelera provides high speed Internet access (the “Service”) to rural communities via wireless technology.
2. General Terms. Customers shall retain liability for the equipment as set forth in paragraph 4 below. In the event that Service is terminated for any reason before the expiration of the term set forth in the Order Form, all fees and charges contemplated herein or in the Order Form shall become immediately due and payable.
3. Billing.
A. Credit, Debit and Check Card Payments: Charges for the Service will be charged to you thirty (30) days in advance of the first day of the month for which charges relate. The charges for the first month of Service will be charged to your Credit, Debit, or Check Card(“card”) on your initial sign-up date. Unless otherwise agreed, all recurring monthly charges will be charged to the Credit, Debit or Check Card you provided to Stelera on the monthly anniversary of your initial sign-up date, with such charge covering the cost of the Service for the one month time period following the day on which it is charged. Such policy subject to change at the sole discretion of Stelera, the monthly charge shall not be refunded or pro-rated for any reason, including but not limited to your early termination of this Agreement or termination of this Agreement by Stelera. Delinquent accounts are subject to immediate suspension or termination and you shall be liable for all costs, fees, and attorney’s fees associated with the collection of delinquent accounts. Stelera shall have no obligation to reactivate service after it has been suspended. If Stelera elects, in its sole discretion, to reactivate your account, you agree that Stelera may charge late fees, reactivation fees or require a deposit prior to authorizing reactivation.
B. Cash Payment Option: Stelera may, in its sole discretion, accept cash payments for the Service. Upon acceptance of your Order Form, an amount equal to the first three (3) months of Service must be paid to Stelera along with a $200 deposit (the “Deposit”). The deposit shall be used to satisfy any amounts owed to Stelera after termination of the Service. You may not use the Deposit to pay for any fees related to the Service. In no event will Stelera return deposits of less than $5. In order to continue service beyond the initial three (3) month period, an additional payment in the amount equal to three (3) months of Service must be made at least seven (7) days before the end of the preceding three (3) month period. Cash payment accounts are subject to all other provisions in this Agreement as well as all terms and provisions in the Order Form.
C. Billing Dispute: You must notify Stelera in writing within twenty (20) days of your monthly card charge of any dispute of charges reflected on your card statement. Failure to report any dispute within this twenty (20) day period shall result in a waiver of your right to dispute any amount charged by Stelera and contained in your card statement. Nothing contained herein shall be construed to release you of your obligation to pay all undisputed amounts by the date due.
D. Non-Payment and Late Fees: Failure to pay any amount due Stelera entitles Stelera to terminate your account without further notice. Termination does not forgive any fees past due or owing. Past due fees will be 1.5% of the amount past due or $5 per month, whichever is greater, subject to the highest amount permitted by law.
E. Credits: There shall be no credit for interruptions in service, unless such interruption is continuous for twenty-four (24) hours or more measured from the time of the report of the interruption. If an interruption in service is continuous for more than twenty-four (24) hours, a credit allowance may be made to your account, at Stelera’s sole discretion. Any credit issued by Stelera shall not exceed the prorated monthly charge for Service during the effected period. No credit will be granted if the interruption is caused by your misuse of the Service or equipment.
4. Equipment.
A. Purchase: Unless otherwise agreed, all equipment (new or refurbished) provided by Stelera is sold to you pursuant to the terms set forth in the Order Form. Stelera warrants that all equipment purchased from Stelera will be substantially free of material defects. All equipment purchased from Stelera comes with a one-year Purchase Limited Warranty; however, the Purchase Limited Warranty shall exclude any damage resulting from abuse, misuse or neglect of the equipment. This Agreement serves as an express waiver of any and all implied warranties associated with any purchased equipment.
B. Lease: All right, title and interest in any equipment (new or refurbished) leased from Stelera shall remain with Stelera. At expiration of the term set forth in the Order Form, you agree to return to Stelera all leased equipment in your possession or under your control. Failure to return such equipment in good working order within fifteen (15) days of termination or expiration of this Agreement authorizes Stelera to charge your account in the amount equal to the retail or replacement cost of the equipment. Leased equipment shall be issued with a one-year Limited Lease Warranty; however, the Limited Lease Warranty shall exclude any damage resulting from abuse, misuse or neglect of the equipment. This Agreement serves as an express waiver of any and all implied warranties associated with any leased equipment.
C. Installation: Unless otherwise agreed, you are responsible for installation of the equipment. You may contract with a Stelera agent for a third party to provide set-up, installation, or additional equipment, provided that your acceptance of this Agreement acknowledges that Stelera does not guarantee, endorse, or warranty any service or products provided by a third party.
D. Warranty: The Purchase Limited Warranty and Lease Limited Warranty are provided in lieu of all other warranties, express or implied, including all other warranties of merchantability of fitness for a particular purpose. Upon notice that any properly maintained purchased or leased equipment fails to operate, Stelera shall have the option, at its sole discretion, to either repair or replace the equipment. Repair or replacement of the equipment by Stelera shall be Stelera’s sole obligation and your exclusive remedy in regard to the equipment.
5. Stelera’s Responsibilities. Stelera is not responsible for anything other than the equipment it provides. Specifically, Stelera is not responsible for software, cables, or hardware attached to Stelera equipment, including but not limited to your internal network, devices or antenna. Subject to certain terms and conditions, Stelera will provide customer care during its standard business hours to assist with performance and operational issues related to the equipment and Service.
6. Customer’s Responsibilities
A. General: You are responsible for any and all problems, damage, or charges arising from or related to your use of your own hardware or software. Stelera reserves the right to determine, in its sole discretion, whether a problem with the equipment or Service are the responsibility of Stelera or the result of your use of your own hardware or software.
B: Use Policy: You represent and warrant that your use of the equipment, Service and content accessed or transmitted while using the Service will at all times comply with requirements set forth in this Agreement, the Order Form, and all applicable law. Stelera does not control, is not the publisher, and is not responsible for third-party content on the Internet and your interactions with third parties. In the event that Stelera adopts or implements any new or different technology for the delivery of the Service, the previous sentence shall remain unaltered in full force and effect. Any and all transactions with third parties arising from your use of the Service are at your own risk. You are solely responsible for any financial, civil, or criminal liability arising from your access to or interaction with third parties on the Internet.
C. Illegal and Fraudulent Activity: You shall refrain from any and all illegal and fraudulent activity while using the Service. Stelera is under no obligation to monitor the Service, but may do so from time to time. To that end, Stelera may install monitoring software or other solutions designed to track possible illegal activity or any activity in violation of this Agreement.
In addition to the other terms in this Agreement, Stelera will cooperate fully with investigations of possible or suspected illegal activity. If Stelera suspects such illegal activity or breach of this Agreement, it may institute legal action or terminate services without notice to you.
D. Intended Use of Service: You may not transfer the right to access and use the Service in any way without Stelera’s written consent. You agree to only use the Service in a way that does not result in excessive consumption of the Stelera network or system resources, including simultaneous access to the Service through multiple units, authorizing any other individual or entity to use the Service, or using the Service to host a website that attracts excessive heavy volume usage. You further agree not to use the Service to harass, defraud, or for other illegal activities. Stelera has the right to restrict your use of the equipment or the Service if it believes, in its sole discretion, that your actions violate this Agreement or applicable law. In addition to restricting use of the equipment or the Service, Stelera may increase your monthly fee to an amount set by Stelera at its sole discretion or may terminate your Service without notice.
E. Power Failure: You acknowledge that power failure may cause the Service not to function. This may require you to reset or reconfigure equipment prior to using the Service.
F. Miscellaneous: You agree not to alter or tamper with equipment. All equipment, the Service, and/or software provided by Stelera may be protected by intellectual property law. This Agreement creates no license for the intellectual property rights, and you agree not to reverse engineer or attempt to obtain in any other way the source code from any software made available to you by Stelera or through the Site. In case of theft of equipment or software, you agree to notify Stelera in writing or by the customer support line. You are solely responsible for backing up your data and information, and you acknowledge that power outages and loss of data may occur from the use, inspection, maintenance, repair, and removal of Stelera equipment.
G. Troubleshooting: Before contacting Stelera for assistance, you agree to use the troubleshooting guide and information maintained by Stelera at its website located at www.stelerawireless.com (the “Site”). Failure to use the troubleshooting guide and information located on the Stelera website to resolve a problem that is determined by Stelera to be your responsibility may result in a charge for the cost of the service call. If after using the troubleshooting guide and information available on the Site the problem remains unresolved, Stelera will troubleshoot and assist you in resolution of the problem.
7. Service Area. The Service is only available in Stelera’s network, which may change from time to time without notice to you. Moreover, the Service may be temporarily unavailable from time to time to perform system maintenance. Stelera will use reasonable efforts to notify you prior to any scheduled maintenance to the Service. Regardless, you are solely responsible for taking all action necessary to preserve data and to reconstruct any lost files or information.
8. Export. Equipment purchased or leased from Stelera, including but not limited to software, hardware, and equipment (collectively the “Equipment”), may be subject to United States Export Control laws. As a result, no Equipment shall be exported in violation of any law or policy of the United States of America. By using the Stelera website or the Services, you agree to abide by all applicable laws, rules, and regulations and represent and warrant that you will take no action in violation of the aforementioned laws or policies.
9. Credit Reporting Agencies. By submitting an Order Form, you authorize Stelera at its sole discretion to perform a credit check based on the information provided in your Order Form. Stelera shall retain its rights under this paragraph, including the right to perform a credit check and the right to contact employer references, for the duration of the period of time wherein you continue to receive Service from Stelera.
10. Service Terms, Renewal, Default, and Termination.
A. Initial Term and Renewal Terms: The term of this Agreement shall commence upon acceptance of your Order Form by Stelera and shall continue in effect for the term indicated in the Order Form. In the event that the customer is not satisfied with service, the customer has up to fourteen (14) days to cancel service without a cancellation fee imposed. The activation fee is non-refundable. Any change in the length of the contract term during the term will restart the term. Provided your account is in good standing, at the end of your term this Agreement shall automatically renew at the month-to-month rate, unless written notice of your desire to renew a new multi-year Agreement is received by Stelera.
B. Termination: Early termination by you or termination by Stelera for breach of any representation, warranty or obligation contained herein shall result in a termination fee in an amount calculated as set forth herein (the “Early Termination Fee”), which shall be charged to your card. In addition, you further agree to immediately return all leased equipment to Stelera in good working order – reasonable wear and tear expected. If the leased equipment is not returned to Stelera within fifteen (15) days of the date of termination you shall be liable for replacement costs of such equipment. The Early Termination Fee shall be calculated by taking the difference between your monthly contract rate and the month-to-month rate, multiplied by the number of months you had the service.
C. Default and Effect of Termination: Stelera may immediately terminate this Agreement without further notice to you upon occurrence of any of the following events: (i) you fail to pay any sum due; (ii) you breach or violate any representation, warranty or obligation contained herein; or (iii) you become subject to Bankruptcy Proceedings or insolvency. After default, you shall remain liable for all charges and fees, including Early Termination Fees or equipment charges.
11. Disclaimers.
A. THE CONTENT, PRODUCTS, EQUIPMENT, AND SERVICES OBTAINED FROM OR THROUGH STELERA OR THE SITE ARE PROVIDED "ASIS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY). STELERA HAS NO LIABILITY WHATSOEVER FOR YOUR USE OF THE SERVICE, EQUIPMENT, CONTENT OR PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE SITE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, STELERA IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THE SITE, THE SERVICE AND EQUIPMENT WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR A REPRESENTATIVE OR AGENT SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
B. STELERA DOES NOT REPRESENT THAT THE EQUIPMENT OR THE SERVICE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, WILL OPERATE WITHOUT INTERRUPTION, OR OTHER PROGRAM LIMITATIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
All warranties or guarantees given or made by Stelera with respect to the equipment or the Service: (1) are solely for your benefit and are not transferable, and (2) shall be null and void if you breach any term or condition of this Agreement.
12. Limitation of Liability. YOU AGREE NOT TO HOLD STELERA LIABLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF THE EQUIPMENT OR SERVICE. ADDITIONALLY, YOUR EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF STELERA AND ITS REPRESENTATIVE FOR ANY REASON, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO STELERA IN THE IMMEDIATELY PRECEEDING THREE-MONTH PERIOD.
13. Proprietary Rights. All Content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to or included on the Site are protected under applicable copyright, trademark, patent or other proprietary (including but not limited to intellectual property) rights. The copying, modifying, distributing, transmitting, displaying selling, licensing, using, publishing or creating derivative works by you of any such matters or any part of the Site is strictly prohibited. You do not acquire ownership rights to any content or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
14. Trademarks/Service Marks. STELERA, STELERA WIRELESS and WWW.STELERAWIRELESS.COM are trademarks and/or service marks of Stelera. Other product and company names may be mentioned on the Site from time to time or accessed through the Service which may be trademarks or service marks of their respective owners. These trademarks and/or service marks may not be reproduced without the express written consent of the respective trademark or service mark owner.
15 Miscellaneous Provisions.
A. Use of Information: By using the Site or Service you authorize us to use and assign all information obtained either directly from you or through your use of the Site or Service in any manner consistent with our Privacy Policy, which is available at the Site. This information may include all personal information provided by you as well as non-personal information such as the type of browser or operating system you are using. In order to best serve you, this information may be used to contact you about your account with us and to offer you information about new products or programs as well as to make improvements to our Site and Service. This information may also be provided to certain third parties. These third parties may include appropriate governmental or law enforcement authorities, federal regulatory agencies, credit services and others as necessary to provide the products or services requested or to assist in the investigation of fraud, harassment or any other unlawful activity.
B. Place of Primary Use: For the purpose of this Agreement, the street address you provided on your Order From shall be deemed your Place of Primary Use for the purpose of mailing written notices and assessing whether your use of the equipment or Service complies with the terms of this Agreement.
C. Complaint Resolution – Notices: Contact Stelera Customer Care to resolve a complaint or to request information regarding a notice.
D. Written Notice: In addition to any other provisions of this Agreement, an email from Stelera to a Stelera email account set up for you by Stelera shall constitute notice in writing. However, any notice to be sent to Stelera shall only be satisfied by mailing written correspondence to Stelera at the address located on the Site.
E. Your Indemnification Obligations: You agree to indemnify, defend, and hold Stelera and its partners, attorneys, staff, and affiliates harmless from any liability, loss, claim, or expense, including reasonable attorney’s fees, from any liability, claim or loss arising from or allegedly arising from your use of the equipment, Service or your breach of any representation, warranty or any terms or conditions of this Agreement, the Order Form, or any other rules and regulations that Stelera may adopt.
F. Assignment and Successors in Interest: The provisions herein are binding on you, your users, and successors and assigns. No part of this Agreement or the Service may be delegated or assigned without the prior written consent of Stelera and any assignment made in violation of this provision shall be null and void. Stelera may assign or transfer its rights and obligations without restriction.
G. Other Agreements or Warranties: Third-party services and products obtained by or through your use of the Service are provided by third parties and come with conditions and warranties that govern their use or purchase.
H. Signing Authority; Authorized User: You acknowledge that you are of legal age and, if acting on behalf of an entity, are acting with authority to bind the entity. You are responsible for all charges incurred by any person you authorize to access or use your account, equipment, or Service.
15. Entire Agreement and Severability. This Agreement, along with the Order Form, Terms of Service, and Policies, each as amended from time to time, constitute the entire and only agreement between us and you and supersedes any and all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and the Service, the content, goods and services provided by or through the Site and the Service, and the subject matter of this Agreement. To the extent that anything in or associated with the Site or the Service is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.
16. Arbitration, Choice of Law; Statute of Limitations, and Jury Waiver. This Agreement shall be treated as though it were executed and performed in Oklahoma County,Oklahoma, and shall be governed by and construed in accordance with the laws of the State of Oklahoma (without regard to conflict of law principles). Any cause of action by you with respect to the Site or the Service (and/or any information, products or services related thereto)must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in the Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Oklahoma County, Oklahoma, and shall be first submitted to mediation in Oklahoma County, Oklahoma. Should mediation prove unable to resolve the dispute, and before submitting the dispute to a court, the parties shall submit to binding arbitration in Oklahoma County, Oklahoma, pursuant to rules set forth by the American Arbitration Association. You expressly submit to the exclusive jurisdiction of said mediation facility, arbitration panel, and courts and consent to extra-territorial service of process. You further waive the right to a trial by jury. September 2007