MAIN STREET BROADBAND TERMS AND CONDITIONS

Agreement. Subscriber hereby agrees to the All the terms and conditions of the Service Agreement signed by the subscriber, including the Terms and Conditions herein.

1. Definitions.
a. "Services" means those services to be provided by Main Street Broadband or its designees and set forth on the executed Main Street Broadband Service Agreement.
b. "Equipment" means any communications equipment or accessories used by Subscriber in connection with the Services. Any Equipment purchased and/or owned by Subscriber is referred to as “Subscriber Equipment” and any Equipment leased or rented by Subscriber from Main Street Broadband or its affiliates or designees is referred to as “Main Street Broadband Equipment”.
2. Term.
a. Fixed Term – Subject to Section 3 below, Subscriber hereby subscribes for the Services for the period identified on the Service Agreement, which period shall commence upon activation of the Services (the “Fixed Term”). Upon expiration of the Fixed Term, this Agreement shall automatically renew on a month-to-month basis, at the then prevailing rates, subject to the subscriber signed Service Agreement, unless either party provides the other party notice of nonrenewal at least 30 days prior to the expiration date of the Fixed Term or a renewal term. Main Street Broadband reserves the right to change its rates during any renewal term upon 30 days notice to Subscriber.
b. Month-to-Month Term - If no Fixed Term is identified on the Service Agreement, then the term of this Agreement shall be month-to-month.
3. Termination.
a. Termination by Subscriber. Subject to Section 3(d) below, Subscriber may also terminate this Agreement at any time and for any reason upon 30 days notice to Main Street Broadband.
b. Termination by Main Street Broadband. Main Street Broadband may limit, interrupt, terminate or refuse to provide any or all Services for the following reasons, or for any other good cause: (i) use of the Services by Subscriber in a manner that adversely affects

c. Main Street Broadband’s ability to provide services to other customers or (ii) if Subscriber uses a Service in violation of the Main Street Broadband Acceptable Use Policy or is suspected of doing so. Subscriber may not resell or grant any third party a license or sublicense to use any of the Services. We may restore such interrupted or terminated Service, in our sole discretion, following Subscriber correction of the violation and/or payment of any amounts due, including any restoration charge we assess for restoring Subscriber’s Service.
d. Effect of Termination. Upon expiration or termination of this Agreement for any reason, Subscriber shall be liable for payment of all outstanding charges for all Services Subscriber used and any Equipment Subscriber purchased or leased from Main Street Broadband prior to such termination. e. Early Cancellation Fee. If Subscriber subscribes for a Service for a Fixed Term and Subscriber terminates that Service before the expiration of such Fixed Term, then Subscriber will be required to pay Main Street Broadband an early cancellation fee equal 90% of the monthly fee payable with respect to such terminated Service for the remainder of the Fixed Term calculated from the date of cancellation, in addition to any amounts payable pursuant to Section 3(c).
f. Change in Service Location - A change in Subscriber service address or the location to which any Service is provided to Subscriber may constitute, at our sole discretion, grounds for termination of the Services or Main Street Broadband may chose to provide the Services to the new service location, in which case, provisioning fees may be applicable.
4. Payments. We will invoice Subscriber monthly for all charges associated with the Services, and we will invoice Subscriber for all charges associated with any applicable Equipment at such times as set forth on the Main Street Broadband Service Agreement. Payment in full is due no later than the due date indicated on such Subscriber invoices. If Subscriber has authorized payment for such Services or Equipment by credit card or by debiting a bank account, no additional notice or consent is required before we invoice the credit card for all amounts due to Main Street Broadband hereunder. In addition to Main Street Broadband’s other remedies hereunder,
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in the event Subscriber fails to pay any amounts as and when due, Main Street Broadband may charge Subscriber the lesser of 1-1/2% interest per month or the maximum rate of interest allowable under applicable law.
5. Content.
a. Subscriber Content. As between Subscriber and Main Street Broadband, any information, data or material originated or disseminated by Subscriber (“Subscriber Content”) shall remain the sole and exclusive property of Subscriber, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Nothing in this Agreement shall be construed to grant Main Street Broadband any ownership right in, or license to, the Subscriber Content.
b. Proprietary Rights of Main Street Broadband. All materials, including, but not limited to, any computer software (in object code and source code form), data or information developed or provided by Main Street Broadband or its suppliers under this Agreement, and any knowhow, methodologies, equipment, or processes used by Main Street Broadband to provide the Services to Subscriber, (collectively, the “Main Street Broadband Materials”) shall, as between Main Street Broadband and Subscriber, remain the sole and exclusive property of Main Street Broadband. In connection therewith, to the extent necessary, Subscriber hereby transfers and assigns all rights, title and interest that Subscriber may have in and to the Main Street Broadband Materials to Main Street Broadband.
c. Limitations on Subscriber Content. Subscriber assumes responsibility for ensuring that the Subscriber Content does not infringe or violate any right of any third party or any United States or state law or regulation, including, without limitation, copyrighted material, threatening, malicious, or obscene material, material protected by trade secrets, material that is otherwise deemed to be proprietary, any material which may subject Main Street Broadband to civil or criminal liability, or any material that violates the Main Street Broadband Acceptable Use Policy.
d. Internet Connection and Privacy. Main Street Broadband and Subscriber acknowledge that use of or connection to the Internet is inherently insecure and that connection to the Internet provides opportunity for unauthorized access by a third party to Subscriber’s computer systems,
networks, and any and all information stored therein. INFORMATION TRANSMITTED AND RECEIVED THROUGH THE INTERNET CANNOT BE EXPECTED TO REMAIN CONFIDENTIAL AND MAIN STREET BROADBAND CANNOT AND WILL NOT WARRANT THE PRIVACY, SECURITY, AUTHENTICITY, AND NON-CORRUPTION OF ANY INFORMATION SO TRANSMITTED, OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. MAIN STREET BROADBAND SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF SUBSCRIBER’S CONNECTION TO OR USE OF THE INTERNET, AND MAIN STREET BROADBAND SHALL NOT BE RESPONSIBLE FOR ANY USE BY SUBSCRIBER OF SUBSCRIBER’S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE, OR REGULATION OR ANY VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANOTHER.
e. Internet Acceptable Use Policy. Subscriber agrees to adhere to Main Street Broadband’s Internet Acceptable Use Policy (AUP) which may be viewed at http://www.MainStreetBB.com.
6. Equipment. To the extent that this Agreement includes the leasing, installation, management and/or maintenance of Equipment, Main Street Broadband and Subscriber agree as follows:
a. Subscriber shall take such actions as are directed by Main Street Broadband to protect Main Street Broadband Equipment and shall keep Main Street Broadband Equipment free and clear from all liens, claims and encumbrances. Subscriber acknowledges that Main Street Broadband may take any steps necessary to perfect and protect its interest in Main Street Broadband Equipment, including, but not limited to making UCC-1 filings.
b. Subscriber bears the entire risk of loss, theft, destruction or damage to Main Street Broadband Equipment.
c. Subscriber shall not move, configure, reconfigure, program or otherwise affect any Main Street Broadband Equipment without the prior written consent of Main Street Broadband.
d. At the end of the term of this Agreement, Subscriber shall return the Main Street Broadband Equipment to Main Street Broadband, at Subscriber’s expense.
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e. Any manufacturer’s or supplier’s warranties with respect to the Subscriber Equipment purchased from or through Main Street Broadband are and shall be passed on to Subscriber by Main Street Broadband to the extent assignable; and Subscriber shall be solely responsible for maintaining the Subscriber Equipment. MAIN STREET BROADBAND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBSCRIBER EQUIPMENT, ITS MERCHANTABILITY, OR ITS FITNESS FOR A PARTICULAR PURPOSE.
7. Services Provided by Third Parties.
The Services will be provided either by Main Street Broadband or by our third party vendors or contractors. We reserve the right to change or modify the source of any Services provided to Subscriber without notice.
8. DISCLAIMER OF WARRANTIES.
EXCEPT AS EXPRESSLY SET FORTH HEREIN OR ON THE SERVICE AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES OR EQUIPMENT SUBSCRIBER RECEIVES FROM MAIN STREET BROADBAND PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, AND DISCLAIM ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE ARE NOT RESPONSIBLE FOR CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING WITHOUT LIMITATION ACTS OR OMISSIONS OF OTHERS, ATMOSPHERIC CONDITIONS, OR ACTS OF GOD. WE DO NOT PROMISE UNINTERRUPTED OR ERROR FREE SERVICE, INCLUDING, WITHOUT LIMITATION, THAT THERE WILL NOT BE ANY LOSS OF DATA DUE TO DELAYS OR SERVICE INTERRUPTIONS. WE MAY NOT MANUFACTURE ANY EQUIPMENT OR RELATED SOFTWARE THAT SUBSCRIBER MAY USE IN CONNECTION WITH THE SERVICES, AND SUBSCRIBER’S ONLY WARRANTIES AND REPRESENTATIONS WITH RESPECT TO EQUIPMENT OR SOFTWARE ARE THOSE PROVIDED BY THE MANUFACTURER (WITH RESPECT TO WHICH WE HAVE NO LIABILITY WHATSOEVER). SUBSCRIBER RECOGNIZES THAT THE SERVICES MAY FROM TIME TO TIME BE TEMPORARILY INTERRUPTED DUE TO CAPACITY CONSTRAINTS AND/OR NETWORK OR
EQUIPMENT REPAIRS, UPGRADES OR MODIFICATIONS.
9. LIMITATION OF LIABILITY. IN THE EVENT WE ARE FOUND TO BE RESPONSIBLE TO SUBSCRIBER FOR DAMAGES IN ANY WAY RELATING TO THE SERVICES, EQUIPMENT OR THIS AGREEMENT, SUBSCRIBER AGREES THAT OUR LIABILITY TO SUBSCRIBER WILL NOT EXCEED SUBSCRIBER’S PRO-RATED MONTHLY RECURRING CHARGE FOR SERVICES DURING THE PERIOD IN WHICH SUBSCRIBER INCURRED SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL MAIN STREET BROADBAND BE LIABLE HEREUNDER FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES OR LOST PROFITS OR LOST REVENUES.
10. Changes. We may change this Agreement, including any change in any charge or fee, or the imposition of a new charge or fee, at any time if we give Subscriber notice in advance of the change. If we make a change to this Agreement that is material and Subscriber does not wish to accept such material change, Subscriber may terminate this Agreement for the affected Service by giving Main Street Broadband at least thirty (30) days written notice, in which case Subscriber will not be subject to the early cancellation fee described in Section 3(e) above. Subscriber will, however, still be responsible for all charges for Services and Equipment made before Subscriber terminated Subscriber Agreement for that Service. A material change is ONLY a change that (a) terminates or substantially reduces the availability of a Service for Subscriber or (b) results in the increase of any charge by more than ten percent (10%) of the monthly charge for that Service. Material changes in a Service DO NOT include the increase in, or imposition of: (1) any charge required to be collected by any governmental authority, or (2) any charge permitted to be collected by any governmental authority to recoup our expense for the provision of a service required by that governmental authority.
11. Applicable Law. This Agreement shall be governed by the laws of the State of Georgia, without regards to its principles of conflicts of laws.
12. Assignment. We may assign this Agreement to another entity without any advance consent from or notice to Subscriber. Subscriber may not assign this Agreement without our prior written consent. For purposes hereof, an assignment shall include any transfer or conveyance, directly or indirectly, by assignment, merger, transfer of assets, sale of stock or operation of law.
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13. No Waiver; Severability. If we do not enforce any right or remedy available under this Agreement, that failure is not a waiver. If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in force.
14. Third Parties. This Agreement is for the benefit of Subscriber and Main Street Broadband and their respective successors and permitted assigns only and not any third party.
15. Entire Agreement. This Agreement, including the Service Agreement, constitutes the entire agreement between Subscriber and Main Street Broadband and supersedes any and all prior agreements, negotiations, understandings, statements, representations or promises between Subscriber and Main Street Broadband’s officers, agents or employees.
16. Independent Contractor. The parties hereby agree that the relationship between the parties is that of independent contractors. Nothing contained herein shall be construed to create any employment relationship, joint venture, partnership or other similar relationship between the parties within the meanings of any applicable laws of the United States.
17. Notice. Any notice required hereunder shall be delivered to the addresses set forth above and shall be deemed to have been delivered when: (i) deposited in the United States mail, registered or certified mail, return receipt requested with adequate postage affixed; (ii) delivered to a national overnight courier service and addressed to the persons set forth in the signature block below; or (iii) by facsimile to such other address as either party may provide to the other in accordance with these notice provisions
 
© 2008 MAIN STREET BROADBAND. Proprietary and Confidential. This document may not be
shared with any party other than MAIN STREET BROADBAND or the client named herein without
the express written permission of MAIN STREET BROADBAND.
MAIN STREET BROADBAND 945 E. Paces Ferry Rd. NE Suite 2200
Atlanta, GA 30326