Last Updated: January 13 2021

terms and conditions of service

Big Network, Inc. (“Big Network” or “Company”) provides private network access, software enabling private network access and cloud connectivity services (the “Services”) on the condition that its customers(“Customers”) comply with the Customer Agreements listed below.. The term “Customer” refers to the organization that Customer represents in agreeing to this Agreement. If Customer’s account is being setup by someone who is not formally affiliated with an organization, Customer is the individual creating the account. These Customer Agreements contain important information regarding Customers’ rights and responsibilities.

Terms and Conditions of Service

(this document, referred to herein as the “Agreement”).Contains the general terms and conditions governing, and related information about, the Services and Customer’s use of the Services, including Big Networks policies relating to billing customer service and billing.

Privacy Policy.

Explains the information and data that Big Network collects from or about its Customers, and how Big Network stores and uses such information.

By using Big Network Services including the use of, or any access to Big Network’s website bignetwork.com (the “Site”):
  • Customer affirms that Customer is of legal age to enter into this agreement and that Customer has the capacity to enter into this legally binding agreement. Any Customer using Big Network Services on behalf of another person, company or organization, warrants they have such authority to bind the respective person or entity to the Agreement.
  • Customer acknowledges that Customer has read and accepts and agrees to be legally bound by and comply with the terms and conditions set forth in the Agreement, the above Customer Agreements.
  • Any Customer or person not accepting or not agreeing to be bound by this agreement, will immediately cease any use of Big Network Services.

THIS AGREEMENT CONTAINS A MANDATORY BINDING ARBITRATION PROVISION WHICH STATES THAT CUSTOMER AND Big Network AGREE TO RESOLVE DISPUTES THROUGH ARBITRATION. THE ARBITRATION PROVISION REQUIRES THAT DISPUTES BE RESOLVED IN INDIVIDUAL ARBITRATIONS. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

Jurisdictional Locales

The Site is controlled or operated (or both) from the United States, and is not intended to subject Company to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at Customer’s own risk, and Customer must comply with all applicable laws, rules and regulations in doing so. Company may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that Company chooses.

Definitions

As used in this Agreement, the following underlined words have the meaning set out below:

“Customer Owned Equipment” means any devices, equipment and other items that Customer acquires from a party other than Big Network that may be used in connection with the Services (for example, Customer’s television, computer, tablet or mobile device) or is describing in-home or in-office telecommunications wiring (such as coaxial cable, category of performance wiring [such as Cat5, 5e, 6, etc.], Ethernet wiring, cross connects, etc.), and network access panels/enclosures/boxes located within Customer’s premises that are intended to be fixtures to Customer’s premises.

“Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case, of any Governmental or Regulatory Authority.

“Big Network”means Big Network, Inc. and its subsidiaries and affiliates.

“Customer Content” means any data, information, content, records, and files, including Personal Information, that is encrypted and transmitted from one Customer Endpoint to one or more other Customer Endpoint(s).

“Customer Data” means any data, information, content, records, and files, including Personal Information, that Customer (or any of its Permitted Users) loads, makes available to and is accessed by, transmits to or enters into Big Network Portal.

“Dispute” means any dispute, claim, or controversy between Big Network and Customer regarding any aspect of the Services, Equipment, Software or the parties’ relationship, including those based on events that occurred prior to the date of any Customer Agreement.

“Equipment” or “CPE”means the hardware, software, equipment and other facilities provided by Big Network that are located on Customer’s private property that are utilized in connection with providing Services, but excluding Customer Owned Equipment.

“Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, or other law, rule or regulation-making entity having jurisdiction over Big Network, Customer, the Services, the Customer Data or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities.

“including" or "include(s)” means inclusion without limitation.

“Organization” means the logical grouping of Customer created Private Networks, Customer User Account, any additional User Accounts added by Customer Customer’s Big Network Services.

“Personal Information” means information about an identifiable individual or information that is subject to applicable privacy or data protection laws.

“Portal” means the Big Network management portal used to orchestrate and manage Services.

“Section” means an entire section of this Agreement (for example, all of Section 6), including all sub sections thereto (such as 6(a), 6(b), etc.).

“Site” or “Website” means Big Network’s website and Portal located at bignetwork.com

“Software” means any software that Big Network or its licensors provide or make available to Customer in connection with or enabling access to Services.

“Subscription” means any Services Customer orders which are billed in reoccurring increments.

Customer’s Financial Responsibilities

Fees

Fees. Customer will pay to Big Network the fees associated with any paid Subscription level selected via the Big Network Portal (the “Fees”). Unless otherwise set out in the Customer’s profile, all Fees are identified in US dollars and are payable monthly in advance.

Free Trial

Big Network offers Customer’s the use of up to 5 user licenses for free for the duration defined during that trial. Near to and upon the expiration date of a free trial, Big Network will notify Customer that the trial will be ending or has ended. Customer will be given the option to upgrade to a paid subscription. If Customer does not agree to continue use of Big Network Services through a paid subscription as described herein, Big Network may terminate Customer’s right to access the free trial Services.Notification of Like Offers. Big Network is not required to notify Customer of offers it makes available to others, or to lower Customer’ s rates to equal those contained in such offers.

Changes to the Fees

Big Network reserves the right to change the Fees and institute new charges upon providing not less than 30 days prior written notice to Customer.

Disputed Invoices or Charges

Big Network charges for Services monthly, in advance. If Customer fails to pay in full the invoiced amount by the due date on the applicable billing statement, Big Network may require that Customer pay the following additional amounts:

Late Payment

Upon customer request and subject to proper authentication, we will disclose account information to third parties. Please call 1-833-BIG-NETWORK (1-833-244-6389) to reach our customer service team regarding this.

  • Monthly administrative late fee of $1.5% per month on past due amounts until the account balance becomes current, or a lower interest rate if required under applicable law; plus
  • Amounts spent (including reasonable attorney’s fees) to collect the money due. Customer agrees that such fees are reasonable in light of Big Network’s costs to collect past due amounts.
Taxes

Tax and regulatory rules are subject to interpretation and change, Big Network has complete discretion in deciding what fees, taxes and surcharges to collect from Customers. Customer waives (in other words, Customer is not eligible to receive) a refund of any fees that Big Network collects and pays to any governmental authority or agency.

Automated Payments.

Depending on Customer selected Subscription level, Big Network may require a guaranteed form of payment (for example, a credit or debit card) from Customer. Customer authorizes Big Network to deduct any fees due for the respective billing cycle from any existing credit or debit card Big Network has on file.

Third Party Payment Processors.

By using Big Network Services, Customer authorizes Big Network’s third party payment processors to post such pre-authorized charge and to charge Customer’s credit or debit card on file.

Permissible Use

Rules of Conduct
  • Post, transmit or otherwise make available through or in connection with Big Network Services any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory,libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consentof the applicable owner.
  • Post, transmit or otherwise make available through or in connection withBig Network Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
  • Use tBig Network Services for any purpose that is fraudulent or otherwise tortious or unlawful.
  • Interfere with or disrupt the operation of Big Network Services or the servers or networks used to make Big Network Services available, including by hacking or defacing any portion of Big Network Services; or violate any requirement, procedure or policy of such servers or networks.
  • Restrict or inhibit any other person from using Big Network Services.
  • Reverse engineer, decompile or disassemble any portion of Big Network Services, except where such restriction is expressly prohibited by applicable law.
  • Remove any copyright, trademark or other proprietary rights notice from Big Network Services.
  • Frame or mirror any portion of Big Network Services, or otherwise incorporate any portion of Big Network Services into any product or service, without Company’s express prior written consent.
  • Systematically download and store Big Network Services content.
  • Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Big Network Services content, or reproduce or circumvent the navigational structure or presentation of Big Network Services, without Company’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Big Network’s Site’s root directory, Company grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials.Company reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
Reservation of Rights
  • Except as specifically set forth in this Agreement, Customer retains all right, title and interest including all Intellectual Property Rights in or to the Customer Data. Customer grants to Big Network a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable,and fully paid-up right to:
    1. Transmit Customer Content through Big Network Services;
    2. Access, collect, use, process, store, disclose and transmit all other Customer Data to: (A) provide Big Network Services; (B) improve and enhance Big Network Services and Big Network’s other offerings; and (C) produce data, information or other materials that do not identify or relate to a particular individual or company (such data, information and materials, the “Aggregated Data”).
  • Big Network may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind.
  • All rights not expressly granted by Big Network to Customer under this Agreement are reserved.
Responsibility for Permitted Users
  • A Customer starting service will be issued an account (a “Owner Account”) linked to their email address. This initial User Account has Organization administrative privileges and allows the Customer to manage their Big Network Organization(s). This includes theability to onboard any new users in which that Customer wishes to have access to and use Big Network Services (each, a “User Account”). The Owner Account can then designate one or more added User Accounts as Administrator roles providing those with the capability to administer, maintain, and manage that Organization(s) certain features of Big Network Services through the Big Network Portal. In registering for a User Account, Customer will ensure that Permitted Users only use Big Network Services through a Customer User Account. Customer will not allow any user to share the Customer User Accounts with any other person.
  • Customer is responsible for identifying and onboarding all Permitted Users and for Permitted Users’ use of Big Network Services in compliance with this Agreement.
  • Customer will promptly notify Big Network of any actual or suspected unauthorized use of Big Network Services.
  • Big Network reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose or was compromised in some manner.
  • Big Network has the right to conduct maintenance from time to time that may interrupt the Services. Big Network will use commercially reasonable efforts to provide prior notice of any Service interruptions when reasonably practicable.
  • Big Network may provide Software as part of assistance with or use of the Services. All Software provided by Big Network is licensed to Customer (in other words, allow Customer to temporarily use) for the sole and limited purpose of using Big Network Services specifically as permitted by the Customer Agreements. The Software and any other intellectual property provided by Big Network always belongs to Big Network and itslicensors and providers, and Customer obtains no ownership right whatsoever in them or any right to license them to others.
  • Big Network Software may automatically communicate with Big Network’s servers or the Big Network Portal to permit the Big Network Software to perform in accordance its specifications, to record and collect performance and metric data and to receive Updates.The Updates may be automatically installed without providing any additional notice or receiving any additional consent. Customer consents to these automatic Updates.
  • All Services information, documents, and materials on the Website are or may be protected by trademark, copyright or other intellectual property laws, and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively, “Marks”) of Big Network and its affiliates are and shall remain Big Network’s (or such affiliate’s) exclusive property. Nothing in this Agreement gives Customer the right or license to use any of the Marks.
  • Big Network is not responsible for any information provided by Customer to third parties, including credit/ debit card or banking information, and this information is not subject to the privacy provisions of this Agreement or the privacy notice for the Services. Customerassumes all privacy, security, and other risks associated with providing any information, including customer proprietary network information (“CPNI”) or personally identifiable information (“PII”), to third parties via the Services. For a description of the privacy protections associated with providing information to third parties, Customer should refer to the privacy policies, if any, provided by those third parties.

Indemnity

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Company and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, Big Network Services (including all Submissions); and b) any violation or alleged violation of this Agreement by you.

Objectionable Material

Big Network Services provide unfiltered access to Customer networks and in some cases, the Internet and will provide access to some material that may offend Customer or be inappropriate for members of Customer’s household. Customer is responsible to control access to these materials and for who views such materials via the Services. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available fromhttps://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Company does not endorse any of the products or services listed on such site.

Changes to Customer Agreements

We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.

Your use of the Site following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, atany time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users.

Except for the services a Customer has signed up for, (i) Big Network may amend the CustomerAgreements from time to time in its sole discretion and without notice to Customers; and (ii) a current copy of all Customer Agreements that Customers may access at any time will be maintained on the Website. All Customers should carefully review the Customer Agreements from time to time.

Big Network may change the Customer Agreements by amending the on-line version of the relevant document.

If Customer continues to use the Services following any change to the Customer Agreements, prices or other policies, Customer will be deemed to have accepted the changes (in other words, made them legally binding). If Customer does not agree to the changes, then Customer shall discontinue use the Services and contact Big Network to cancel the Services.

Any changes to the Customer Agreements are intended to be prospective only. In other words, the amended version of the relevant document only becomes binding on Customer as of the date that BigNetwork makes the change and going forward.

Enforcement of Customer Agreements

If Big Network determines, in its sole discretion, that Customer has violated any Customer Agreement,then Big Network may suspend or terminate any or all of Customer’s Services (including the right to use any Equipment or Software) without prior notice.

Big Network does not waive (in other words, give up) any rights under the Customer Agreements just because Big Network has not previously enforced such rights. To be legally binding on Big Network, any waiver Big Network grants must be in writing. If Big Network waives a violation of any Customer Agreement, it does not mean that Big Network is waiving other rights, including for similar, earlier or later violations.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM CUSTOMER’S USE OF OR INABILITY TO USE THE SITE OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE SITE; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF COMPANY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR BIG NETWORK SERVICES IN THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

Limit on the Time Customer Has to Bring a Legal Action

Customer waives (in other words, gives up) the right to commence any proceeding against Big Network if the relevant events occurred more than one year before Customer notifies Big Network of such events. If this waiver is not enforceable under applicable law, then the normal statute of limitations in Customer’sarea will apply.

Agreement to Resolve Disputes Through Binding Arbitration

Big Network’s goal is to resolve Disputes fairly and quickly. However, if Big Network cannot resolve a Dispute with Customer, then, except as described elsewhere in this Section, Big Network and Customer shall submit the Dispute to the American Arbitration Association for binding resolution under its Commercial Arbitration Rules or, by separate mutual agreement, to another arbitration institution.

The arbitration shall be conducted by a single arbitrator and held in New York City or such other location as Customer and Big Network may agree, and the laws of the State of New York shall apply. Each party shall be responsible for its own costs associated with the arbitration.

The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF INA COURT BY A JUDGE OR JURY AND YOU AGREE THAT COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. EXCEPT AS PROVIDED BELOW REGARDING THE CLASS ACTION WAIVER, SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION P ROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE. HOWEVER, AS SET FORTH BELOW, THE PRECEDING ARBITRATION REQUIREMENT SHALL NOT APPLY TO DISPUTES TO THE EXTENT RELATING TO THE INTERPRETATION OR APPLICATION OF THE CLASS ACTION WAIVER BELOW, INCLUDING ITS ENFORCEABILITY, REVOCABILITY OR VALIDITY.

YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOUARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. Notwithstanding anything to the contrary in this Section or any other provision of this Agreement or in the American Arbitration Association’s Consumer Arbitration Rules, disputes regarding the enforceability, revocability orvalidity of the foregoing class action waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action, and (2) there is a final judicial determination that all or part of such class action waiver is unenforceable, then the class, collective, and/or representative action, to that extent, must be litigated in a civil court of competent jurisdiction, but the portion of such class action waiver that is enforceable shall be enforced in arbitration. The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at www.adr.org. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Notwithstanding any of the foregoing: (a) nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you; (b) each party may seek and obtain temporary injunctive relief in any court of competent jurisdiction; and

(c) REGARDLESS OF WHETHER IN COURT OR IN ARBITRATION, CUSTOMER AND BIG NETWORK AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY.

Term and Termination

  • Term. This Agreement is effective until terminated. This Agreement will automatically renew for successive renewal terms as set out in an Order Form (each, a “Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew no less than 30 daysprior to the end of the then current term or such other period as set out in an Order Form (collectively, the Initial Term and Renewal Term, the “Term”).
  • Termination for Convenience. Company may terminate or suspend your use of the Site at any time and for any reason without liability or penalty by providing at least 30 days advance written notice to Customer. Unless the Services are subject to a minimum term agreement pursuant to the Big Network services Customer signed up for, Customer may terminate this Agreement for any reason at any time by providing Big Network with at least 30 business days’ prior notice.
  • Termination for Cause. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (i) is incapable of being cured; or (ii) being capable of being cured, remains uncured for 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.
  • Customer cannot terminate Services by writing "canceled" or any other similar message on its invoice, check or any other payment method accepted by Big Network.
  • Transition. Upon termination of this Agreement, Customer shall (i) immediately cease all use of the Services, Equipment and Software; (ii) pay Big Network in full for Services provided up to thedate that the Customer Agreements have been terminated and the Services have been disconnected, including any early termination fees required by the Big Network services Customer signed up for; and (iii) if requested, provide Big Network with reasonable opportunity toschedule a visit to Customer’s location to disconnect the Services and recover the Equipment. The Equipment must be returned to Big Network in working order, normal wear and tear excepted, or Customer will be charged up to the retail price for a new replacement for such Equipment. Customer may also be charged incidental costs that Big Network incurs in replacing the Equipment.
  • Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration ortermination of this Agreement for any reason: Section 7 (Fees and Payment), Section 9 (Confidential Information), Section 10 (Warranty; Disclaimer), Section 12 (Limitation of Liabilities),Section 13(e) (Survival), and Section 14 (General Provisions).

General Provisions

  • Export Restrictions. Customer agrees not to directly or indirectly export, re-export or import all or any portion of Big Network Services without first obtaining all required licenses, permits and permissions. Big Network makes no representation or warranty that Big Network Services may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.
  • Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”).
  • Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
  • Waiver. A waiver of any provision of this Agreement will be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
  • Independent Contractors. Big Network’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
  • Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.

Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) BIG NETWORK SERVICES AND ANY PRODUCTS AND THIRD PARTY SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO BIG NETWORK SERVICES AND ANY PRODUCTS AND THIRD PARTY SERVICES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH COMPANY AND ITS PARTNERS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

The Rights of Third Parties

Except with Big Network’s prior written consent, Customer shall not transfer or assign to any other person(in other words, make another person legally responsible for) the Services, Equipment, or Software orCustomer’s obligation to comply with the Customer Agreements. Big Network may use contractors to assist it in providing Big Network Services. With Big Network’sauthorization, these contractors are intended to, and do, have the same rights that Big Network hasunder the Customer Agreements. Other than contractors referenced in this Section, the Customer Agreements are not intended to benefit (in other words, to create any rights or obligations for) anyoneother than Big Network and Customer.

Apple App Store Additional License Terms

If the Big Network Software is provided to Customer through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to Customer in addition to all the other terms and conditions of this Agreement:

  • This Agreement are concluded between the Parties, and not with Apple. Apple is not responsible for Big Network Software and content thereof is governed by this Agreement.
  • Notwithstanding anything to the contrary hereunder, Customer may use Big Network Software only on a Macbook, iPhone, iPad, or iPod touch that Customer owns or controls.
  • The Parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to Big Network Software.
  • Any claim in connection with Big Network Software related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by this Agreement, and Apple is not responsible for such claim.
  • Any third party claim that Big Network Software or Customer’s possession and use of BigNetwork Software infringes that third party’s Intellectual Property Rights will be governed by this Agreement, and Apple will not be responsible for the investigation, defense, settlement and discharge of such intellectual property infringement claim.
  • Customer represent and warrant that Customer are not: (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties.
  • Apple is a third party beneficiary to this Agreement and may enforce this Agreement against Customer.
  • If any of the terms and conditions in this Agreement are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement, located at
    http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/(the “Apple EULA Terms”) or the App Store Terms and Conditions, located at http://www.apple.com/legal/internet-services/itunes/ca/terms.html (the “Apple App Store Terms”) as of the Effective Date, the terms and conditions of the Apple EULA Terms or Apple App Store Terms, as applicable, will apply to the extent of such inconsistency or conflict.

Google Play Additional License Terms

If Big Network Software is provided to Customer through the Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play, the following terms and conditions apply to Customer in addition to all the other terms and conditions of this Agreement:

  • Customer acknowledges that Google is not responsible for providing support services for Big Network Software; and
  • if any of the terms and conditions in this Agreement are inconsistent or in conflict with Google’s Google Play Developer Distribution Agreement located at https://play.google.com/about/developer-distribution-agreement.html (the “Google EULA Terms”) as of the Effective Date, the terms and conditions of Google EULA Terms will apply to the extent of such inconsistency or conflict.

Conflicts between Applicable Law and the Customer Agreements

The Customer Agreements are subject to applicable legal requirements, including possibly such laws that apply where Customer lives or receives the Services. If such a requirement conflicts with the Customer Agreements with respect to the Services provided to Customer, the legal requirement will take priority over the part of the Customer Agreements with which it conflicts, but only to the extent of such conflict.

If a court or similar body determines that a portion of a Customer Agreement is invalid or unenforceable,the rest of the agreement shall remain in full force and effect. The invalid or unenforceable portion should be interpreted as closely as possible (consistent with applicable law) so as to reflect the intent of theo riginal. The only exception to this is that described in the Arbitration section.

Conflicts between Customer Agreements

The Customer Agreements constitute the entire agreement between Big Network and Customer. In the event of a conflict between the terms of this Agreement, the Acceptable Use Policy, and the Privacy Policy, the following documents shall control in the following order of precedence: (i) the Privacy Policy;(ii) the Acceptable Use Policy; adn (iii) the terms of this Agreement.

Customer Privacy

Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with Big Networks privacy policy located athttps://www.bignetwork.com/privacy-policy (the “Privacy Policy”).

Customer Consent to Phone and Email Contact

Customer hereby consents that Big Network may email or text Customer using any address provided toBig Network (or that is issued to Customer) for any purpose, including marketing of the Services. Customer is responsible for any related charges (for example, charges for incoming text messages on a wireless device). If Customer requests that its email address be removed from Big Network’s list (by requesting it be placed on Big Network’s “do not email” list by contacting Big Network during normal business hours), then Big Network will not use said number for marketing purposes.

Customer hereby consents that Big Network may call any number provided to Big Network for any purpose, including marketing the Services, even if such numbers are included on state or federal “do not call” lists. If Customer requests that its number be removed from Big Network’s call list (by requesting it be placed on Big Network’s “do not call” list by contacting Big Network during normal business hours),then Big Network will not use said number for marketing purposes.

Customer Consent to Use Electronic Notices and Communications

Customer hereby consents that Big Network may provide notices using any method Big Network determines appropriate, including by electronic means (for example, email, in App or online posting). Big Network may ask Customer to provide consents or authorizations, including by electronic means, and Big Network is entitled to assume that any such consent or authorization received from Customer through the Services or from Customer’s location has been authorized by Customer.

Information or Complaints

If you have questions or complaints regarding Big Network, Big Network’s Site or Services, or require assistance in managing your choices, please contact us at via email at tandc@bignetwork.com, or call us at +1-866-700-0010, or write us at: Big Network, Inc. 1916 Pike Place, Suite 12, Seattle WA 98101, ATTN: T&C.

Big Network 2021