Service Level Guarantee
Adler Networks understands the need of your e-business to be available twenty-four hours a day seven days a week, so our commitment to you is in the form of Service Level Guarantee. Adler Networks' Service Level Guarantee provides commitments in the following three key areas:
Service Quality
All service installations will be delivered within the timeframe established at order acceptance or, Adler Networks will credit 20% of the monthly fee per week up to a full month's fees. All new installations will be assigned a dedicated service representative to act as liaison through the provisioning process. All network maintenance will occur at regularly scheduled off peak hours (Friday and Sunday at 12:01am to 3:01am PST, subject to change with 72 hour notification), and all affected customers will be notified via email no less than 72 hours in advance of the planned maintenance.
Customer Care Quality
All customers will have a dedicated account team to deal with sales and billing issues. All calls (24 hours a day, 7 days a week) to the Technical Support departments will be answered within an average 120 second hold time. All E-mail inquiries to Sales, Customer Service, or Technical Support departments will be returned no later than the end of the next business day. Telephone calls will be regularly monitored to maintain standards of courtesy and professionalism.
Network Quality
Adler Networks is committed to maintaining the highest quality service. Each and every element of our network is monitored 24 hours a day 365 days a year for measured quality levels. If these levels fall below minimum specified performance specifications, corrective action is taken immediately to bring performance back to these levels. Network quality will be measured in two ways: service availability and service response time.
Service Level Guarantee Terms
In the event Client experiences a service outage on a Adler Networks provided service for any period of time exceeding 40 contiguous minutes (See table below), and is unable to transmit and receive information from Adler Networks network, and Client notifies Adler Networks immediately of such event, and Adler Networks determines that such inability was caused by Adler Networks failure to provide said services for reasons within Adler Networks reasonable control, and not as a result of any actions or inactions of Client or any third parties, or suppliers (including failure of third party equipment), and such inability is not a result of standard scheduled maintenance of Adler Networks equipment or services, Adler Networks will, upon Client's written request, credit Client's account the related charges (See table below). Client credit shall not exceed one month's service fees in any single calendar month, and shall be only available as a credit to the Clients account.
Amount of Service Credit for Network Unavailability
| Duration of Network Unavailability* | Credit Eligibility |
| Greater than 40 minutes, but less than four (4) hours in a calendar month | One (1) day Service Credit |
| Greater than four (4) hours, but less than eight (8) hours in a calendar month | One (1) week Service Credit |
| Greater than eight (8) hours in a calendar month | One (1) month Service Credit |
based on one contiguous period of time
Terms and Conditions
General Terms
Any individual or entity receiving any product or service from Adler Networks, Inc. ("Adler Networks") shall hereafter be referred to as Client. By accepting products and/or services provided by Adler Networks, Client agrees to observe and abide by all of the provisions, terms, and requirements specified in this agreement. Client's continued use of the services constitutes acceptance of this agreement, including any modifications.
Attorney Fees
In any litigation or other proceeding by which one party seeks to enforce its rights under this agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations to the agreement, the prevailing party shall be awarded reasonable attorneys fees, together with any costs and expenses, to resolve this dispute and to enforce the final judgment.
Choice of Law; Venue; Jury Trial
This agreement shall be construed in accordance with and governed by the internal laws of the State of California without given effect to choice of law. Any legal action or other legal proceeding relating to this agreement or the enforcement of any provision of this agreement shall be brought or otherwise commenced in a state or federal court located in the County of Los Angeles, California. Each of the parties hereto irrevocably waives the right to a jury trial in connection with any legal proceeding relating to this agreement or the enforcement of any provision of this agreement.
Enforceability
If any provision of this agreement is held to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this agreement shall remain valid and enforceable according to its terms.
Authority
Each party represents and warrants that it has the full legal authority to enter into this Agreement and that the performance of its obligations hereunder would not, to the best of its knowledge, violate any law, regulation, or other contract.
Service Plans and Term Commitment
Cancellation by client prior to service installation is subject to disconnect/cancellation fee. If Client terminates service after service installation and prior to completion of the term commitment, Client agrees to pay 50% of Client's remaining monthly service fees pursuant to this agreement. Termination of service must be in writing to Adler Networks with a thirty day notice. Past due accounts are subject to termination without prior notice. To restore service, a $150 reactivation charge will apply. Customer will be liable for all past due charges and any early termination fees if account is not brought current and service restored.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Adler Networks, ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT WHETHER FOR, AMONG OTHER THINGS, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM, AND WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER THINGS, CONTRACT OR TORT WHETHER OR NOT Adler Networks HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. Adler Networks' LIABILITY HEREUNDER SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AVERAGE MONTHLY RECURRING CHARGE PAID BY CUSTOMER FOR SERVICES UNDER THIS AGREEMENT, OR IN THE CASE THAT THE CLAIM PERTAINS TO A PARTICULAR SERVICE, THE AVERAGE MONTHLY RECURRING CHARGE PAID BY CUSTOMER FOR THE PARTICULAR SERVICE TO WHICH THE CLAIM PERTAINS (THE "AFFECTED SERVICE"), SUCH AVERAGE MONTHLY CHARGE TO BE CALCULATED DURING THE PERIOD FROM EXECUTION OF THE AGREEMENT. CUSTOMER HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE THIS AGREEMENT TO FAIL OF ITS ESSENTIAL PURPOSE. Except as specifically set forth in the Service Level Guarantee, the foregoing sets forth Customer's exclusive remedy for breach of this Agreement by Adler Networks. Some states do not allow the exclusion of incidental or consequential damages, and therefore certain provisions hereof may not apply to customers located in those states. The provisions of this section allocate the risks between Adler Networks and Customer and Adler Networks pricing reflects the allocation of risk and limitation of liability specified herein.
Indemnity
Customer agrees to defend, indemnify and hold Adler Networks and its affiliates harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees, related to or arising from: (a) any breach of this Agreement by Customer or Users; (b) the use of the Services or the Internet or the placement or transmission of any materials on the Internet by Customer or Users, including but not limited to any Customer Data; (c) acts or omissions of Customer, Customer's agents or contractors in connection with the installation, maintenance, presence, use or removal of equipment or software not provided by Adler Networks in connection with the provision of the Services; and (d) claims for infringement of any third party proprietary right, including copyright, patent, trade secret and trademark rights, arising from the use of any services, equipment and software not provided by Adler Networks.
Non-Solicitation of Employees
Customer shall not, during the Term of this Agreement and for a period of one (2) years thereafter, directly or indirectly solicit, employ, offer to employ, nor engage as a consultant, any employee of Adler Networks with whom Customer had contact pursuant to this Agreement. We incur considerable effort and expenses in recruiting and training our professional staff. If the Customer or its affiliates do hire one of our professionals, it will pay the Company the sum of $60,000 per employee hired.
Assignment
Customer shall not assign this Agreement or, resell the right to use the Services, without the prior written consent of Adler Networks.
Confidentiality
During the Term, each party will have access to certain confidential information of the other concerning such party's business, including such party's products, services, technical data, trade secrets, inventions, processes, and customer information. All such information shall be deemed "Confidential Information." Each party shall use the Confidential Information of the other solely to perform this Agreement, and all Confidential Information shall remain the sole property of the respective parties. With regard to Confidential Information, the parties shall use the same care as it uses to maintain the confidentiality of its own confidential information, which shall be no less than reasonable care, and shall not make disclosure of the Confidential Information to any third party without the written consent of the Disclosing Party, except to employees, consultants or agents to whom disclosure is necessary to the performance of this Agreement and who are bound by a duty of confidentiality. Information shall not be deemed confidential if it (1) is known to the receiving party prior to receipt from the disclosing party as reasonably evidenced by such party; (2) becomes known to the receiving party from a source other than one, to receiving party's knowledge, who is under an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be confidential other than by a breach of the receiving party; (iv) is independently developed by receiving party other than by a breach of this Agreement.
Force Majeure
In no event shall a Party have any claim or right against the other Party for any failure of performance due to causes beyond its control, including but not limited to: acts of God, fire, explosion, vandalism, cable cut, storm, flood or other similar occurrences; any law, order regulation, direction, action or request of the United States Government, or of any other government, including state and local governments having or claiming jurisdiction over Service Provider or of any department, agency, commission, bureau, corporation, or other instrumentality of any federal, state, or local government, or of any civil or military authority, national emergencies, unavailability of materials or rights of way, insurrections, riots, wars, or strikes, lock outs, work stoppages, or other labor difficulties, supplier failures, shortages, breaches or delays.
Hardware & Software Terms of Purchase
All Hardware and Software purchased through Adler Networks comes with the full manufactures warranty. Adler Networks will RMA all new hardware and software purchased for 90 days from the date of purchase. All hardware and software purchased through Adler Networks in non-refundable. Separate charges apply for all configuration of hardware and software purchased on this agreement.
Billing and Payment
As compensation for the Services provided by Adler Networks Inc, Customer shall pay the recurring and non recurring rates and charges set forth herein on the Start of Service Date. Customer agrees to pay the appropriate monthly charges for the Services, at the address provided for herein, within thirty days (30) after invoice date. Interest, not to exceed 1.5% monthly may be charged on the unpaid balance, not paid within thirty (30) days after invoice date. If the interest rate exceeds the maximum rate allowable by law, then the interest chargeable shall be equal to the maximum rate allowed by law.
In the event Customer disputes any billing by Service Provider, Customer shall notify Service Provider in writing. No charges may be disputed more than ninety (90) days after the date such charges are invoiced and if not disputed within that time, deemed undisputed by Customer. Payment shall not prejudice Customer's right to dispute charges, so long as they are disputed in the manner and within the time specified in this section. The parties will cooperate in good faith to resolve any such disputes within a sixty (60) day period after the dispute is submitted to Adler Networks If Customer does not make payment of undisputed invoiced charges within the thirty (30) day period specified above, Service Provider may suspend Service after Service Provider has given Customer written notice and fifteen (15) days to cure the nonpayment. Following suspension of Service for nonpayment, Service Provider is not required to reinstate Service to Customer until: 1) Customer has paid in full all charges then due, including any late fees and interest charges; and 2) upon the provision by Customer to Adler Networks Inc of satisfactory assurance (such as a deposit) of Customer's ability to pay for Service and Customer's advance payment for the cost of reinstating Service. If Customer fails to timely cure the nonpayment, Customer will be deemed to have canceled the Service as of the effective date of the suspension.
If a disputed amount is determined to be a legitimate charge, interest, not to exceed 1.5% monthly may be charged on the unpaid balance, not paid within thirty (30) days after the original invoice date. If this interest rate exceeds the maximum rate allowable by law, then the interest chargeable shall be equal to the maximum rate allowed by law. When Service is initiated on other than the first day of the month or terminates on other than the last day of the month, the charge for that month shall be determined by prorating the monthly payment by the number of days during which Service was provided.
Credit Approval and Deposits
Customer will provide Adler Networks with credit information as requested, and delivery of Service is subject to credit approval. Adler Networks may require Customer to make a deposit (which will not exceed Customer's estimated charges for two months' service) as a condition to Adler Networks acceptance of any customer order, or as a condition to Adler Networks continuation of Service. The deposit will be held by Adler Networks as security for payment of Customer's account and any remaining credit balance will be refunded. All deposits held by Adler Networks will not be interest bearing.