Terms and Conditions

SCOPE OF AGREEMENT

EcoCom TECH Management and Maintenance service will be provided by EcoCom TECH (ECT) to the Subscriber for the sites listed in Attachment 1 subject to the terms and conditions set forth below and contained in
(1) all ECT documents hereafter signed by Subscriber; and
(2) all invoices sent to Subscriber. The use of the services provided by ECT to or for the sites covered by this Agreement confirms Subscriber’s acceptance of all such terms and conditions.

ASSIGNMENT

EcoCom TECH Management and Maintenance service will be provided by EcoCom TECH (ECT) to the Subscriber for the sites listed in Attachment 1 subject to the terms and conditions set forth below and contained in
(1) all ECT documents hereafter signed by Subscriber; and
(2) all invoices sent to Subscriber. The use of the services provided by ECT to or for the sites covered by this Agreement confirms Subscriber’s acceptance of all such terms and conditions.

USE

Subscriber shall use the service provided by ECT in accordance with all applicable laws, rules and regulations, and terms and conditions of this agreement.

AVAILABILITY OF SERVICE

ECT obligation to provide service is contingent upon the continuation of Subscriber’s authorized license and other required Federal, State and local regulatory approvals. If Subscriber’s license or approvals are suspended, revoked or curtailed, ECT obligation to provide services to Subscriber shall be likewise, suspended, terminated, or curtailed without liability to Subscriber, except as otherwise provided in this Agreement.

COMPANY PROVIDED EQUIPMENT (CPE)

Subscriber agrees that (1) Subscriber alone shall have the revocable privilege to use the CPE only as long as Subscriber pays all required fees, charges and taxes applicable in the service plan which includes as a feature, the use of the CPE; (2) Subscriber has no rights to or interest in any CPE, all of which are the property of ECT, its assignee(s), or its manufacturer, or its financial source., (3) on request, Subscriber will immediately display for inspection or surrender the CPE to ECT, its assignee(s), or its manufacturer, or its financial source. (4)Subscriber shall not modify or alter the CPE in accordance with all instructions and shall maintain the CPE in good repair and condition, except for ordinary wear and tear, and will notify ECT immediately if the CPE ever requires repair or is lost or destroyed, (6) if the CPE needs repair at any time, Subscriber will notify ECT of the problem being experienced with the CPE; (7) installation of CPE will be made by ECT or its designee unless otherwise approved by ECT in writing; (8) Subscriber will pay an equipment loss fee of three thousand six hundred dollars ($3,600.00) per unit immediately if the CPE is lost, destroyed or intentionally damaged by Subscriber or if the CPE is not surrendered or presented for inspection by ECT on request, or if the CPE is not surrendered to ECT, its assignee(s), or its manufacturer, or its financial source on request or if the CPE is not surrendered to ECT, its assignee(s), or its manufacturer, or its financial source when Subscriber ceases to receive service. CPE are assigned at ECT’s discretion and may be reassigned or changed at any time by ECT or its manufacturer. Subscriber has no proprietary right to said CPE.

RELOCATION OF COMPANY PROVIDED EQUIPMENT (CPE)

Subscriber may relocate ECT service from one site to another provided that (1) ECT is notified in advance of the relocation; (2) ECT, or its authorized representative performs the relocation of the CPE; and (3) Subscriber pays a fee for standard relocation. A Non-Standard relocation fee will be quoted on a per case basis.

PAYMENT

At ECT’s election, ECT will send Subscriber invoices for charges for service for each of the sites covered under this Agreement, or alternatively a monthly payment system will be established between Subscriber and ECT. ECT invoices are due on receipt, or on the date specified in the monthly payment schedule. Subscriber acknowledges that (1) service charges are billed in advance, and (2) service charges may include governmental surcharges and taxes. Monthly fees shall commence when ECT activates Subscriber’s site(s). Any amounts due in accordance with this Agreement which is not paid in full by the due date thereof shall be subject to interest and late payment charges of 1.5% per month. Without limiting any other remedies which may be available to ECT, if any statement is not paid in full when due, ECT shall have the right to deactivate the site (s) to which such delinquent payment relates and to impose a service charge for a disconnect and any reactivating of such site(s). Subscriber shall pay all charges billed including those billed to ECT by any local energy company as result of the use of such company facilities. Subscriber is responsible for all collection costs, fees, and expenses, including attorney’s fees Applicable for collection of delinquent amounts owed.

MAKE PAYMENTS TO

EcoCom TECH, 154 NORTON AVE, BARBERTON, OH 44203

DISPUTED BILLS

Subscriber agrees to notify ECT in writing within (30) thirty days after subscriber receives a bill if Subscriber believes such bill is wrong in any respect. Subscriber may phone ECT about a billing dispute, but a phone call will not preserve Subscriber’s rights.

ASSURANCE OF PAYMENT

ECT has the sole discretion and right at any time and from time-to-time to require Subscriber to provide an assurance of payment in the form of a security deposit or a guaranty from a person or company with credit acceptable to ECT.

TERMINATION BY ECT

ECT may interrupt or suspend or terminate service to Subscriber without notice to subscriber, without incurring any liability, if (1) the CPE assigned by ECT to Subscriber is used in violation of this Agreement or any applicable law, rule or regulation, or (2) upon nonpayment of any sum under this or any other Agreement between the Subscriber and ECT or (3) if Subscriber files bankruptcy, becomes insolvent or a petition is filed against Subscriber under any bankruptcy or insolvency law, or any representation made by Subscriber is false. If service is interrupted, suspended, or terminated, it may be restored upon payment of all applicable service charges and following the correction of the matter which caused the interruption or termination of service and subject to such terms and conditions as ECT may impose in its sole discretion.

SERVICE TERM

Subscriber has agreed to continue service for the minimum period set forth in this Agreement. Upon the expiration of such period, this Agreement shall automatically be month to month until cancelled.

NO WARRANTIES/LIABILITY LIMITATION – ECT MAKES NO WARRANTY EXPRESSED OR IMPLIED. CONCERNING ITS ECT SERVICE INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR AS TO THE DESIGN, COMPLIANCE WITH SPECIFICATIONS, OPERATION OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE CPE (OR ITS COMPONENT PARTS) USED BY SUBSCRIBER TO ACCESS THE SERVICE, ALL OF WHICH ARE SPECIFICALLY DISCLAIMED.The only warranty on which Subscriber may rely concerning any CPE is the one, if any, offered by the manufacturer. ECT shall not be liable for damages for interruption, delays, error or defects in energy transmissions, or failure to transmit energy caused by the CPE used by Subscriber or by others or by causes beyond ECT control. ECT liability to Subscriber for a loss or interruption of service or for any matter or thing arising out of resulting from use of service not caused by Subscriber or others shall be limited to an amount equal to the pro rata charges owed by Subscriber during the loss or interruption of service. In no event shall ECT be liable for lost profits or any special or consequential, or incidental or punitive damages. Subscriber releases, and shall defend and hold harmless ECT for, claims made, instituted, or asserted by Subscriber or by any other person arising out of or resulting from use by Subscriber of CPE regardless of cause, including claims for negligence or based on the theories of product liability or strict liability.

GOVERNING LAW

Both parties agree to waive all rights to a jury trial and agree that any disputes shall be brought in Summit County, Ohio and shall be construed according to the laws of Ohio.

SERVICE PROVIDER

A service technician shall be available to respond to a call for service as defined by the service plan indicated in this Agreement, exclusive of National Holidays.

SUBCONTRACTING

ECT reserves the right to subcontract any or all of the work performed under this Agreement but shall retain responsibility under the terms and conditions of this Agreement for work subcontracted.

SPECIAL CHARGES

The Subscriber agrees to pay service charges associated with site visits made in response to a request for a site visit made by Subscriber outside the coverage time period or when any payment is in default. All services will be provided on a Time and Materials basis at standard and overtime rates applicable at the time of the call. Subscriber agrees to pay any permits for installing the ECT products. ECT will not be obligated to provide service for repairs made necessary by the carelessness of Subscriber, accident, misuse, abuse, neglect, failure to follow any operating manual, vandalism, electrical power failure or other casualty. Separate charges such as services fees (for repairs) or a new license fee and installation fee (for CPE replacements) due to the foregoing shall be paid by Subscriber.

Special Note on Service Request Call Procedure:The ECT dispatcher will gather all pertinent information, assign a report reference number and relay the request to an ECT Service technician. Subscriber must provide a detailed description of the problem or request.

SUBSCRIBER RESPONSIBILITIES

Subscriber agrees as follows:

  1. Environment: To provide a suitable environment for the ECT product as specified by ECT. This includes providing power and electrical outlets, ventilated room with average room temperature and humidity appropriate for an ECT working environment.
  2. Access: To arrange for access to ECT as required for adequate maintenance and to limit access to ECT authorized personnel only.
  3. Support: . To provide electrical or plumbing maintenance personnel with knowledge of the Subscriber’s electric or plumbing system to provide support to ECT service personnel.

NONDISCLOSURE

During the term of the service hereunder and for three year thereafter Subscriber may not disclose to any third party any of the material terms of this Agreement (including without limitation pricing) unless such disclosure is required by law.

MISCELLANEOUS

Neither party may use the others name, trademark, trade names or other proprietary identifying symbols without the prior written approval of the other party.