Updated and Effective: December 15, 2023
All end-users and subscribers to any one of BAI’s Services (collectively, “Subscribers,” “you,” “your,” “his/her,” “he/she,” “they,” or “their”) understand, acknowledge and agree that you are governed and bound by the BAI Service Agreements when utilizing any BAI Service. Capitalized terms not defined herein shall have the same meaning as set forth in the BAI TOU.
PLEASE READ THIS SUBSCRIBER AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION, AS THIS IS A BINDING LEGAL CONTRACT BETWEEN BAI AND THE SUBSCRIBER, AND SUPERSEDES ALL PRIOR COMMUNICATIONS AND AGREEMENTS WITH RESPECT TO THE SUBJECT MATTER.
By clicking “I Agree” or “I Accept,” or by utilizing any BAI Service, software or hardware provided by BAI or its affiliates and suppliers, each Subscriber is agreeing that they: (1) have read and understand this Subscriber Agreement and all of BAI Service Agreements; and (2) consent to all terms and conditions contained therein. BAI reserves the right to modify this Subscriber Agreement at any time by posting a revised and updated version on its website; therefore, you should look at these terms regularly. Each time that you (or anyone authorized by you) use any BAI Service, you are reaffirming your acceptance of the then-current Subscriber Agreement. If you do not wish to be bound by the BAI Service Agreements, you may not access or utilize any BAI Service.
In the event of a conflict or inconsistency between the terms in the various BAI Service Agreements, the terms that are most specific to the Service(s) or issue in question will govern. For example, a conflict or inconsistency shall be resolved by giving precedence in this order: (a) first, to an Addendum or Statement of Work to any BAI Services Agreement; (b) second, to the TOU (including its Exhibits); and (c) third, this BAI Subscriber Agreement.
- DEFINITIONS. “BAI,” “we,” “our,” and “us” means Bel Air Internet, LLC d/b/a BAI Connect and its subsidiaries, such as but not limited to Aerio Connect LLC, d/b/a BAI Connect, agents, employees, successors and assigns; and (b) “Subscriber,” “you,” “your,” “his/her,” “their,” “they,” Subscriber means any individual or entity represented by that individual which subscribes to any BAI Service, including commercial or residential tenants in Multiple Tenant Environments (“MTEs”), also known as Multiple Dwelling Units (“MDUs”).
- SERVICES. This Subscriber Agreement governs the following BAI Services:
2.1. High-Speed Broadband Internet Access Service (“Broadband Internet Service”).
2.1(a) Broadband Internet Service Description. This Subscriber Agreement governs standard high-speed broadband Internet service to residential and commercial Subscribers.
2.1(b) Performance Characteristics.
Advertised Internet speeds are not guaranteed, and the actual Internet speed observed may vary based on the computer, devices, equipment, connections, location, and other factors outside of BAI’s control. Subscriber acknowledges and agrees that BAI cannot and does not guarantee internet speeds, reliability, or performance to any non-BAI equipment, via any non-BAI certified cabling, or over a Wi-Fi connection, as BAI cannot account for wireless interference or other obstructions which may interfere with the signal. Subscriber further acknowledges and agrees that by using wireless equipment to connect to the Internet, Subscriber’s service may be impacted, and that such interference can affect the speed and quality of Subscriber’s service. Subscriber acknowledges and agrees that the introduction of physical obstructions or devices which interfere with Subscriber’s wireless connection in Subscriber’s residence and/or community is beyond BAI’s control. As such, Subscriber agrees that BAI is not responsible for any interference or the effect interfering devices may have on Subscriber’s service, speed, or quality.
Subscriber acknowledges that the transmission of information via Internet and/or Wi-Fi may not be secure. Although BAI makes every effort to ensure the integrity and security of the BAI Network(s), BAI makes no warranties or representations as to the security of Subscriber’s communications and/or transmissions. Subscriber understands, acknowledges, and agrees Subscriber is solely responsible for any third party’s unauthorized access and/or misuse of Subscriber’s account or Service(s).
2.1(d) Subscriber Account. Subscriber hereby acknowledges that each account provides one connection to the Service, a single End-User IP connection. Although Subscriber may share the Service among the computers within their residence, Subscriber acknowledges and agrees that it is their sole responsibility to install and maintain a means of sharing the connection and securing your home network. BAI has no such obligation, and shall not provide the equipment, knowledge, or labor to aid Subscriber in sharing their connection. BAI may refer Subscriber to independent contractors that provide in-home networking services, but BAI does not warrant or guarantee the work performed by any third party, including any independent contractors with which BAI may hold agreements.
2.2. Managed Wi-Fi Service.
2.2(a). Managed Wi-Fi Service Description. BAI offers managed Wi-Fi service to its Subscribers via its Rover service, as well as other managed Wi-Fi solutions for (but not limited to) temporary events, venues and other commercial spaces. In order to utilize Rover, the Subscriber must also be subscribed to a BAI Broadband Internet Service plan, as Rover only operates on the BAI Network(s). Additionally, all Subscribers must be located within the coverage area of an available access point and utilize a device which meets the technical requirements for Wi-Fi service.
2.2(b). Performance Characteristics.
Advertised Internet speeds are not guaranteed, and the actual Internet speed observed may vary based on the computer, devices, equipment, connections, location, and other factors outside of BAI’s control. As such, Subscriber acknowledges and agrees that BAI cannot and does not guarantee internet speeds, reliability or performance to any non-BAI equipment, via any non-BAI certified cabling, or over a Wi-Fi connection, as BAI cannot account for wireless interference or other obstructions which may interfere with the signal. Subscriber further acknowledges and agrees that by using wireless equipment to connect to the internet, Subscriber’s service may be impacted, and that such interference can affect the speed and quality of Subscriber’s service. Subscriber acknowledges and agrees that the introduction of physical obstructions or devices which interfere with Subscriber’s wireless connection in Subscriber’s residence and/or community is beyond BAI’s control. As such, Subscriber agrees that BAI is not responsible for any interference, or the effect interfering devices may have on Subscriber’s service, speed or quality.
2.2(c). Security. Subscriber acknowledges that the transmission of information via internet and/or Wi-Fi may not be secure. Although BAI makes every effort to ensure the integrity and security of the BAI Network(s), BAI makes no warranties or representations as to the security of Subscriber’s communications and/or transmissions. Subscriber understands, acknowledges, and agrees Subscriber is solely responsible for any third party’s unauthorized access and/or misuse of Subscriber’s account or Service(s).
2.2(d). Subscriber Account. Subscriber hereby acknowledges that each account provides one connection to the Service. Although Subscriber may share the Service among the computers within their residence, Subscriber acknowledges and agrees that it is their sole responsibility to install and maintain a means of sharing the connection and securing your home network. BAI has no such obligation, and shall not provide the equipment, knowledge, or labor to aid Subscriber in sharing their connection. BAI may refer Subscriber to independent contractors that provide in-home networking services, but BAI does not warrant or guarantee the work performed by any third party, including any independent contractors with which BAI may hold agreements.
2.3. Voice Over Internet Protocol (“VoIP”) Telephone Service.
2.3(a). Description. BAI offers VoIP technology that allows for voice calls over a broadband Internet connection.
2.3(b). Need for power: Subscriber acknowledges that VoIP must be installed according to BAI specifications and Subscriber may not alter the equipment or inside wiring in any way. The BAI Equipment is electrically powered, and the Telephone Service may not operate in the event of an electrical power outage. Subscriber acknowledges that, in the event of a power outage in the home, any battery in use may enable back-up service for a limited period of time or not at all, depending on the circumstances, and that the addition of a back-up battery does not ensure that Telephone Service will be available in all circumstances, and that performance of any battery is not guaranteed. Subscriber also acknowledges that, in the event of a loss of power that disrupts the local BAI system, a back-up battery will not provide service and Telephone Service will not be available. Subscriber acknowledges and understands that the BAI Equipment may not have battery back-up of another power source of its own.
2.3(c) Need for Internet: VoIP Telephone Service is provided over the broadband Internet network. If there is an outage of this network, the VoIP Telephone Service will not be able to make 911 calls. Any 911 calls made using the VoIP Telephone Service may be subject to network congestion or reduced routing or processing speed. Call Forwarding, Do Not Disturb, Simultaneous Ring or other features programmed and in use at the time of a service interruption may not function.
2.3(d) E911 Service: For 911/E911 to work in accordance with BAI’s specifications, BAI must have a correct service address for the location of the BAI Equipment. Subscriber acknowledges that without the correct address during registration for the Telephone Service or in the case of relocation of BAI Equipment to a new address without registration of the new address with BAI, 911/E911 may fail: (i) the calls may be misdirected to the wrong emergency authorities or (ii) emergency authorities will be given the wrong address for the origin of the call. Subscriber acknowledges that authorization for Telephone Service at a new service address (if available) is required to update the service address with BAI Connect and keep E911 service location current.
2.4. DIRECTV (“DTV”) Service.
2.4(a). Description. BAI is an authorized reseller of DTV’s satellite television programming. As such, Subscriber acknowledges that although Subscriber is signing up for DTV’s service through BAI, the actual programming shall be provided to Subscriber by DTV; thus, Subscriber acknowledges and agrees that BAI shall have no responsibility for any outages or signal related issues.
2.4b). DTV Protection Plan. By signing up for DTV, you understand, acknowledge, and agree that you are automatically enrolled into BAI’s DTV Protection Plan (“Protection Plan”) at a rate of $5.95 per month. This Protection Plan covers service to the centralized DTV system at your property for all related issues, as well as remote support for the equipment in Subscriber’s unit. This Protection Plan does not, however, cover on-site service calls for individual equipment, which may result in an additional fee. Enrollment in the Protection Plan is required in order for BAI to sign Subscriber up for DTV. In the event that Subscriber fails pay the $5.95 per month charge, Subscriber hereby agrees to pay a service fee of $120 per hour, with a two (2) hour minimum charge, each time Subscriber requests any service covered under the Protection Plan.
2.4(c). Early Termination Fee. Subscriber acknowledges and agrees that in the event that Subscriber terminates his/her contract with DTV prior to the expiration of the then-in-effect contract term, Subscriber may be subject to a cancellation fee upon termination.
- CONTENT AND INTELLECTUAL PROPERTY RIGHTS
3.1. Content. Subscriber acknowledges that information, communications, photographs, videos, graphics, software, music, audio and other materials may be accessible through use of the Service(s) (collectively, “Materials”). Subscriber further acknowledges that, as a matter of policy, BAI does not pre-screen such materials, but that BAI has the right, but not obligation, to remove from its servers’ Materials that BAI, in its sole discretion, determines to be in violation of its AUP. Subscriber further acknowledges that BAI does not have the capability to monitor, review, restrict, edit or remove Materials made available to Subscriber by third-parties on the internet, and agrees that it is Subscriber’s responsibility to evaluate the Materials. Subscriber agrees to bear all risks associated with the use of any Materials, including any reliance on the accuracy, completeness, or usefulness of such Materials. The fact that BAI provides a link to a particular website or webpage is not an indication that it endorses that website’s policies or business practices, or the content, services or products available on that website.
3.2 Intellectual Property Rights. Subscriber acknowledges that all Materials provided through the Service may be protected by copyright, trademark and other intellectual property-related rights. Subscriber agrees that the use of such Materials is governed by all applicable laws and regulations, as well as by any further restrictions placed on such Materials by their owners and licensors. Subscriber further acknowledges that the Service may be used to place Materials in certain public areas (e.g., message boards, newsgroups, forums, and public mailing lists), and that BAI is a distributor, not a publisher, of Materials disseminated by persons using the Service. Subscriber agrees that by posting, uploading or transmitting Materials to any public area, Subscriber is requesting that BAI make such Materials available to others, and acknowledges that placing such Materials in a public area will result in copies of such Material being transmitted to others. Subscriber acknowledges and agrees that by posting, uploading or transmitting Materials to any public area, Subscriber: (i) grants BAI a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, distribute, display and create derivative works from such Materials (in whole or in part), and to incorporate it into other works in any form, media or technology (whether now known or later developed); and (ii) warrants that the Subscriber is either the owner of all rights in the Material, including intellectual property rights, or that the owner of any such rights in the Material, including intellectual property rights, has waived such rights and has given Subscriber the right to grant the license described above. Subscriber agrees that all liability arising out of any violation of this Section shall be within the scope of the indemnity set forth in Section 12.
- SUBSCRIPTION TO SERVICES
4.1. Bundled Services. Should Subscriber choose to subscribe to any BAI bundled package, Subscriber acknowledges that the discounted pricing of such package is due solely to Subscriber’s election to bundle those specific Services. In the event that Subscriber elects to terminate one or more of the Services within the bundled package, Subscriber agrees that after such termination, Subscriber shall be charged full price for all remaining Services and shall no longer be entitled to any discounted pricing.
4.2. Trial or Discount Periods. Subscriber acknowledges that the Service(s) subscription may begin at a discounted price for a specified period of time, or that BAI may offer special pricing, at its discretion, for specified periods. Subscriber further acknowledges that if the Service(s) are not terminated, in accordance with Section 7, prior to the end of the discount period, Subscriber shall be charged the regular rate of the Service(s). BAI provides notice of the terms of the discount period at the time it is applied; however, Subscriber acknowledges that no additional notice will be sent by BAI or received by Subscriber indicating that the discount period is about to end or has ended, or that BAI has begun charging the regular rate for the Services.
4.3. No Property or Community Affiliation. Subscriber understands, acknowledges and agrees that BAI is not directly affiliated with any MTE property or community, developers of residences or homeowner’s association. Subscriber further understands, acknowledges and agrees that residency or tenancy in, or ownership in a property or community in which BAI offers service, does not entitle any person to become a Subscriber, sustain a subscription or access the Service(s). BAI shall determine, it its sole discretion, who may subscribe to its Service(s).
4.4. Subscriber Relocation. Subscriber understands, acknowledges and agrees that the Services are not transferable in the event Subscriber leaves the address where the Service is provided (“Service Location”), and that doing so is not grounds for termination of this Subscriber Agreement. Additionally, new owners or tenants of a former Subscriber’s MTE unit or residence must apply to BAI for service, and agree to the terms and conditions of this Subscriber Agreement.
4.5. Term Contracts. In the event Subscriber has signed a Term Contract, as defined in Section 7.3, or an equipment lease, and Subscriber relocates during the contract term, Subscriber may elect to either (a) continue the Term Contract and pay a relocation fee equivalent to all of BAI’s costs incurred in removing its equipment and establishing a connection at Subscriber’s new location; or (b) terminate the Term Contract and/or equipment lease and pay the Early Termination Fee described in Section 7.3.
4.6. BAI Right to Terminate or Alter Service(s). Subscriber understands, acknowledges and agrees that BAI may, in its sole discretion, discontinue or alter any Service level or aspect of the Service(s) at any time, with or without notice, and without liability.
4.7. Subscriber’s Use of the Service(s). Subscriber understands, acknowledges and agrees that BAI may establish general, non-discriminatory practices and limits concerning the use of the Service(s), and that BAI may implement prioritization practices in connection with accessing the Service(s). Subscriber further understands, acknowledges and agrees that any limits BAI establishes may vary by subscriber based upon factors determined by BAI in its sole discretion, which may or may not include, among others, a Subscriber’s chosen service level, specific usage patterns, and/or geographic location. Subscriber understands, acknowledges and agrees that BAI reserves the right to change these general practices and limits at any time, in its sole direction, with or without notice.
4.8. Subscriber’s Account. Subscriber understands, acknowledges and agrees that they are solely responsible and liable for any and all activity, by any person, which occurs on or through the use of his/her account, and that all other users of Subscriber’s account shall be bound by this Subscriber Agreement and other BAI Service Agreements as if he/she were the Subscriber. Subscriber further understands, acknowledges and agrees that he/she is solely responsible for maintaining the confidentiality of the BAI Network(s) passwords, and for any liability resulting from the disclosure of the passwords. Subscriber agrees to immediately notify BAI upon becoming aware that his/her account is or possibly is being used without authorization.
4.9. Access to the Service(s). Subscriber understands, acknowledges and agrees that it is his/her sole responsibility to ensure that his/her computer system and software meet the current minimum requirements necessary to use the Service(s). From time to time, the computer equipment required to access and use the Service(s) may change, which may result in Subscriber’s computer equipment ceasing to be adequate to access the Service. Subscriber acknowledges and agrees that he/she is solely liable for upgrading his/her computer systems and software to meet the then-current minimum system requirements.
4.10. BAI Equipment. In the event that Subscriber’s subscription to the Service(s) required BAI to provide equipment for Subscriber’s use in connection with the Service(s) (“BAI Equipment”), Subscriber agrees to accept full financial responsibility for any loss or damage caused to BAI Equipment (excluding product defects or other damage entirely outside of Subscriber’s control). Please see TOU for additional provisions that govern BAI Equipment, including, but not limited to Subscriber responsibility for maintaining BAI Equipment and obligation to maintain electrical power.
4.11. Subscriber Equipment. Subscribers may purchase certain types of equipment from BAI such as a router, modem and VoIP phone equipment. Upon such purchase, the equipment is then considered “Subscriber Equipment.” Subscriber acknowledges, understands and agrees that BAI has no responsibility for the maintenance, repair or replacement of any Subscriber Equipment and that Subscriber Equipment is subject to the limitations of the warranty, if any, provided by the equipment manufacturer. Subscriber must direct questions concerning third-party hardware or software to the manufacturer. Subscriber, however, may contract with BAI to provide repair or maintenance services for Subscriber Equipment for a fee.
4.12. Back-Up Requirements for BAI Servicing. Subscriber understands, acknowledges and agrees that prior to BAI servicing any Subscriber Equipment or BAI Equipment, it is Subscriber’s responsibility to (i) back-up the data, software, information or other files stored on Subscriber’s computer or other device including but not limited to disk drives, peripherals, MP3 player, DVD player, camcorder, digital camera and/or on any other electronic storage device; and (ii) remove all videotapes, compact disks, floppy disks, laser disks, cassettes, DVDs, film or other media from Subscriber Equipment or other personal devices. Under no circumstances shall BAI and/or its agents or service technicians, be liable under any circumstances for any loss, disclosure, alteration or corruption of any Subscriber data, software, information, files, videotapes, compact disks, floppy disks, laser disks, cassettes, DVDs, film or other media.
- LENGTH OF SERVICE.
5.1 Broadband Internet Service. The length of service for Broadband Internet Service for residential and commercial Subscribers is month-to-month (“Monthly Term”).
5.2 Managed Wi-Fi Service. The length of service for Managed Wi-Fi Service for residential and commercial Subscribers is month-to-month (“Monthly Term”).
5.3 VoIP Service. The length of service for VoIP Service for residential and commercial Subscribers is month-to-month, whether or not the broadband Internet service is provided by BAI (“Monthly Term”).
5.4 DIRECTV Service. The initial term of service for DTV Service for residential and commercial Subscribers is 12-24 months, depending on the specific service selected (“Initial Term”). DTV Service shall automatically renew for successive one (1) year periods (“Renewal Term”).
6.1. Fees. Subscriber acknowledges that they are solely responsible for any charges to their account, as well as for any activities conducted through their account by Subscriber or any other person. Subscriber further acknowledges that in addition to their monthly subscription fee and other monthly recurring charges (collectively, “MRC”), Subscriber is solely responsible for the payment of all applicable taxes, fees and charges associated with Subscriber’s account. BAI reserves the right to at any time, in its sole discretion, change its fees and charges for use of portions of the Service, to institute new or additional fees, and to change its policies, methods, and procedures with respect to pricing, billing, cancellations and surcharges.
6.1.2 Service Call and Installation Fees. In conjunction with and in addition to Sections 4.9 through 4.11 above, BAI may determine in its sole discretion that any repairs to BAI Equipment or Subscriber Equipment will require an onsite service appointment (the “Service Appointment”). Subscriber acknowledges and agrees that to the extent repairs are necessary due to Subscriber error, faulty equipment, wiring, equipment placement or other issues beyond BAI’s control, a fee or fees shall be incurred by Subscriber (“Service Call Fee”). Subscriber also acknowledges and agrees that a minimum $100 fee may be incurred for installation of certain Service(s) (“Installation Fee”). (Service Call Fees and Installation Fees may be referred to collectively as “Service Appointment Fees”). Subscriber further acknowledges and agrees to the following: (a) Subscriber is responsible for any and all such Service Appointment Fees; (b) Service Appointment Fee billing and payment shall be in accordance with Sections 6.2, 6.3 and 6.4 below; (c) Subscriber may incur the full Service Appointment Fee if a cancellation is made less than (24) hours prior to the Service Appointment and/or if Subscriber is not home at the scheduled Service Appointment time. Notwithstanding anything herein to the contrary, BAI reserves the right to implement or modify any such fee, inclusive of the Service Appointment Fees and all such fees are further subject to BAI’s TOU.
6.2. Payment Method. In signing up for Service(s), Subscriber expressly authorizes BAI and its agents to charge all fees, applicable taxes and any other charges incurred in connection with Subscriber’s use of the Service(s) with the credit card or payment method Subscriber has designated. Subscriber acknowledges and agrees that such authorization shall remain valid throughout the duration of the subscription and in the event that there is a change in the credit card account number, expiration date or security code, Subscriber shall inform BAI immediately. Subscriber further understands, acknowledges and agrees that if a credit card is used to pay for the Service(s), a three-percent (3%) processing fee may be added to the transaction. Further, in the event that BAI does not receive payment from the card issuer or its agents, Subscriber agrees to immediately pay all amounts due, upon demand.
6.3. Monthly Billing. Subscriber acknowledges that, unless other arrangements with BAI are made in a writing signed by both parties, payment for the Service(s) are automatically billed each month on or about the first day of each month and will continue to be billed automatically on a month to month basis until the Service(s) are terminated by Subscriber in accordance with Section 7 herein. Subscriber further acknowledges that BAI charges by the month, not the day; and therefore, agrees that there will be no proration, refund or credit for any unused portion of the month.
6.4. Late Payments. Subscriber acknowledges and agrees that each monthly payment is due by the first day of each month. In the event that BAI does not receive Subscriber’s payment in full within thirty (30) days of the applicable invoice date, BAI may impose an additional fee equal to 5% of Subscriber’s current monthly invoice (“Late Fee”). Additionally, Subscriber understands, acknowledges and agrees that BAI may suspend or terminate Subscriber’s access to the Service(s) and Subscriber’s account at any time, with or without written notice, for non-payment of any fees or charges due to BAI, and that Subscriber shall remain liable for any and all payments due under this Subscriber Agreement while the Service is suspended or terminated.
6.5. Reporting of Billing Error. In the event that Subscriber believes that a billing error has occurred, Subscriber understands, acknowledges and agrees that BAI must be notified, in writing, of the alleged error no later than forty-five (45) days after the alleged billing error occurred. Subscriber further understands, acknowledges and agrees that if BAI is not notified within 45 days of the alleged error, the billed amount will be deemed to have been accepted by Subscriber, and Subscriber agrees to release BAI from any liability for any alleged error or discrepancy.
- TERMINATION AND REFUND POLICY
7.1. Notice of Termination of Service. Subscriber acknowledges and agrees that the Service(s) may be cancelled at any time by calling BAI at 1-833-889-2626 during our regular business hours: 8:00 am – 5:00 pm PST, Monday through Friday or by sending written notice of such cancellation to BAI delivered to 15301 Ventura Blvd., #D220, Sherman Oaks, CA 91403. Such notice must include Subscriber’s full name, service address, account number, termination date and the reason for terminating the service.
7.2. Effective Date of Termination. All cancellations must be made in accordance with Section 7.1 herein and will be considered effective only after Subscriber has received a confirmation email from BAI with their cancellation effective date. Subscriber understands, acknowledges and agrees that BAI charges by the month, and not the day, and there will be no proration of days for a refund, or a credit for any unused days of the month; and thus, all cancellations will become effective as of the last day of the month. As such, Subscriber acknowledges and agrees that in order for a cancellation to be effective as of the following month, and for Subscriber to not be liable and charged the full monthly price on the first the month, Subscriber shall provide notice of cancellation, as described in Section 7.1 herein, to BAI no later than the 25th of the month.
7.3. Term Contracts and Equipment Leases. Subscriber understands, acknowledges and agrees that if a contract for a specified term (“Term Contract”) or equipment lease was entered into with BAI in connection with the provision of Service(s), Subscriber is bound by the terms of those agreements. Subscriber further acknowledges that in the event that the terms or conditions of the Term Contract and/or equipment lease conflict with the terms of this Subscriber Agreement, the terms and conditions of the Term Contract and/or equipment lease shall prevail.
7.3.1. Subscriber further acknowledges and agrees that pricing under the Term Contract and/or equipment lease is predicated on the length of the term. Thus, in the event that Subscriber terminates the Term Contract and/or equipment lease prior to the end of the term, Subscriber agrees that they are liable for the following fees: (i) “Pre-Installation Termination Fee” equal to one (1) month of the total monthly recurring fees under the Term Contract and/or lease agreement, should Subscriber terminate prior to installation taking place; or (ii) an “Early Termination Fee” equal to the total amount of monthly fees remaining under the Term Contract and/or equipment lease should Subscriber terminate after installation.
7.3.2. Subscriber further acknowledges and agrees that these fees shall become immediately due upon termination, and hereby authorizes BAI to charge Subscriber’s credit card or direct-debit account on file for the full amount of such fees.
7.4. Return of Leased Equipment Upon Termination. Subscriber agrees that if any equipment was leased from BAI, upon the termination of the Service(s), Subscriber shall return all leased BAI equipment within fifteen (15) days from the time the Service(s) are cancelled. Failure to do so may result in BAI charging Subscriber’s credit card and/or direct-debit account information on file the MSRP (reasonably for condition and length of service) for any and all leased BAI Equipment not returned.
7.5. BAI Termination Rights. Subscriber acknowledges and agrees that BAI may, in its sole discretion, terminate Subscriber’s access to the Service(s) and/or Subscriber’s account at any time, with or without notice, for non-payment of any fees or charges due on Subscriber’s account, or for any violation of this Subscriber Agreement or other BAI Service Agreement. BAI hereby reserves the right to terminate or temporarily suspend an account, without warning, if BAI believes, in good faith, that such disconnection or suspension would prevent or stop a violation of this Subscriber Agreement or other BAI Service Agreements. Subscriber further agrees that in the event that BAI does terminate Subscriber’s access to the Service(s) and/or Subscriber’s account for the aforementioned reasons, Subscriber shall remain liable for any and all fees, if any, due under this Subscriber Agreement. BAI also reserves the right to terminate Subscriber’s access to the Service(s) and to their account, without cause, by notifying Subscriber of BAI’s intent to do so fifteen (15) days in advance. Upon termination, Subscriber shall have no right to continue use of the Service(s), or to access any stored content on the Service(s), and all such content shall be forfeited. Subscriber acknowledges that if an account on the Service is terminated, any unread e-mail(s) sent prior to termination may be deleted.
7.6. Subscriber Termination Rights. Subscriber acknowledges and agrees that if they are dissatisfied with this Subscriber Agreement, any terms, policies or practices of BAI in operating the Service(s), any content available through the Service(s), or any change to any of the foregoing, Subscriber’s sole recourse is to cancel the Service. Subscriber, however, shall remain liable for any and all fees, if any, due under this Subscriber Agreement.
7.7. Application for Service After Termination. BAI reserves the right to refuse the application or reapplication of anyone whose account has been cancelled for a violation of this Subscriber Agreement or other BAI Service Agreements, or anyone whom BAI suspects is acting on behalf of someone whose account has been canceled for a violation. BAI also reserves the right to cancel or suspend all other accounts belonging to Subscriber if one of Subscribers accounts is involved in a violation.
- WARRANTIES AND REPRESENTATIONS BY SUBSCRIBER
8.1. If a Subscriber is an individual, Subscriber warrants and represents that he/she is at least 18 years of age, and that he/she possess the legal right and capacity to enter into this Subscriber Agreement and use the Service(s) in accordance with this Subscriber Agreement.
8.2. If Subscriber is a legal entity, the individual signing on behalf of the entity hereby warrants and represents that: (a) the legal entity is duly organized, validly existing and in good standing under the laws of its origin, with all of the requisite power to execute and perform its obligations under this Subscriber Agreement; (b)the signatory has the full authority to sign on behalf of the legal entity to whom the benefit of the Service(s) shall be conferred; (c), that such entity shall comply with and be bound by the terms and conditions set forth herein; and (d) that such entity shall comply with and be bound by (i) all applicable local, state and federal statutes, regulations, guidelines and ordinances; and (ii) applicable building codes, zoning ordinances, homeowners’ association rules, covenants, conditions (collectively, “Applicable Law”).
8.4 Subscribers understand, acknowledge and agree to be financially responsible for their, and anyone utilizing the Service(s) via Subscriber’s account, use of the Service(s).
- DISCLAIMER OF WARRANTIES AND LIMITED WARRANTIES BY BAI
9.1. Subscriber understands, acknowledges and agrees that his/her use of the Service(s) is at his/her sole risk, and that although the Service(s) provides access to the internet, the internet is not owned, operated or managed by BAI.
9.2 With respect to any information, goods and/or services provided or accessed on or through the Service(s), or otherwise available on the internet, BAI: (i) has no responsibility or obligation with respect to, and does not endorse, any third-party information, goods or services; and (ii) will not be a party to any transaction between Subscriber and any other user of the Service(s).
9.3. EXCEPT AS SPECIFICALLY SET FORTH IN THS SUBSCRIBER AGREEMENT, BAI MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, THAT THE SERVICE(S) WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES BAI MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE USE OF THE BAI SERVICE(S). BAI DOES NOT GUARANTEE CONNECTIVITY AT ANY TIME, FOR ANY LENGTH OF TIME OR AT ANY PARTICULAR SPEED: IT WILL MAKE ITS BEST EFFORT. THE BAI SERVICE(S), BAI EQUIPMENT, SUBSCRIBER EQUIPMENT (INCLUDING ANY RELATED SOFTWARE AND HARDWARE) ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES WHATSOEVER (EITHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF TITLE OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY BAI, ITS SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS OR AUTHORIZED SERVICE PROVIDERS WILL CREATE A WARRANTY, NOR SHOULD YOU RELY ON ANY SUCH ADVICE OR INFORMATION.
- STATUTE OF LIMITATIONS AND LIMITATION OF LIABILITY.
10.1 Statute of Limitations. Subscriber understands, acknowledges and agrees that any claim or cause of action brought by or on behalf of Subscriber with respect to any BAI Service Agreement, BAI Service(s) or BAI Network(s) must be commenced within one (1) year after the claim or cause of action arose.
10.2. Limitation of Liability. SUBSCRIBER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE OR A MATERIAL BREACH OF THIS SUBSCRIBER AGREEMENT) WILL BAI AND ITS AFFILIATES, AND THEIR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, OR ANYONE ELSE INVOLVED IN PROVIDING THE BAI SERVICE(S) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF REVENUES, LOSS OF DATA, OR OTHER LOSSES INCURED BY SUBSCRIBER (OR ANY OTHER PERSON USING SUBSCRIBER’S ACCOUNT). SUBSCRIBER FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IN NO EVENT WILL BAI BE LIABLE TO SUBSCRIBER FROM OR THROUGH THE SUBSCRIBER’S USE OF OR INABILITY TO USE THE BAI SERVICE(S), OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, LOSS OF DATA, ERRORS, DEFECTS, DELAYS IN OPERATIONS OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO FORCE MAJEURE EVENTS (AS DEFINED IN THE TOU), COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE BAI NETWORK(S), BAI SERVICES, BAI’S RECORDS AND PROGRAMS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR ANY OTHER LEGAL THEORY, REGARDLESS OF THE FORESEEABILITY THEREOF EVEN IF BAI HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 SUBSCRIBER FUTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT, EXCEPT AS PROVIDED HEREIN, BAI’S ENTIRE LIABILITY AND SUBSCRIBER’S EXCLUSIVE REMEDY WITH RESPECT TO BAI SERVICE PERFORMANCE ISSUES RELATED TO OR CAUSED BY A MATERIAL FAILURE OF THE BAI NETWORK(S), BAI EQUIPMENT OR THE BAI SERVICE(S) WILL BE SOLELY LIMITED TO AN AMOUNT NO GREATER THAN THE AMOUNTS INVOICED TO SUBSCRIBER BY BAI DURING THE SIX (6) MONTHS PRIOR TO THE OCCURRENCE OF ANY CLAIM.
10.4 THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS SUBSCRIBER AGREEMENT. IN JURISDICTIONS WHICH RESTRICT LIMITATION OF LIABILITY PROVISIONS, BAI’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- DISPUTE RESOLUTION AND ARBITRATION REQUIREMENT.
11.1 Dispute Resolution. In the event of any “Dispute” (as defined in the BAI TOU), the Parties shall first use their best efforts to resolve the Dispute as detailed in the BAI TOU. The complaining Party shall provide written notice to the other Party in a document specifically titled “Notice of Dispute” or an email with the subject line titled “Notice of Dispute,” setting forth the precise nature of the Dispute. Specific requirements for the Notice of Dispute are provided in the BAI TOU. BAI will send its Notice of Dispute to the Subscriber using the Subscriber’s contact information on the Subscriber’s account. The Subscriber shall send its Notice of Dispute to BAI using the following:
Via Postal Mail or Courier: BAI Connect, 15301 Ventura Blvd #D220, Sherman Oaks, CA 91403, Attn: Legal Department
11.2 BINDING ARBITRATION. SUBSCRIBER AGREES THAT ALL DISPUTES AS DEFINED IN THE BAI TOU (SUBJECT TO THE EXCEPTIONS LISTED IN THE BAI TOU) NOT RESOLVED VIA THE INFORMAL DISPUTE RESOLUTION PROCESS AS MENTIONED ABOVE AND DETAILED IN THE TOU, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION.
11.2.1. BY AGREEING TO ARBITRATE, SUBSCRIBERS UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THEY WAIVE THEIR RIGHT TO SUE BAI IN COURT AND THE RIGHT TO A JURY TRIAL.
11.2.2. THE BINDING ARBITRATION PROCEEDING SHALL BE CONDUCTED BY THE PROVISIONS AS SET FORTH IN THE BAI TOU. THE TOU ALSO SETS FORTH THE REPONSIBILITY OF THE PARTIES PERTAINING TO ANY PAYMENT OF ARBITRATION FEES AND COSTS.
11.2.3. SUBSCRIBERS RIGHT TO SUE IN SMALL CLAIMS COURT AND RIGHT TO OPT-OUT OF ARBITRATION. The BAI TOU details circumstances that a Subscriber may bring an individual action in small claims court as an alternative to arbitration, and to opt-out of binding arbitration. There is a thirty (30) calendar day deadline from the effective date of the Services to opt-out of arbitration.
11.2.4 Subscribers understand, acknowledge and agree that they are subject to specific restrictions as set forth in the TOU to any attempt to resolve a Dispute via any class action, collective or consolidated basis or bringing any Dispute in a purported representative capacity.
11.2.5. THIS BINDING ARBITRATION PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS SUBSCRIBER AGREEMENT AND THE BAI TOU FOR ANY REASON.
12.1. General Indemnification. Subscriber shall indemnify, hold harmless, and defend BAI and its affiliates, and their respective shareholders, officers, directors, employees, agents, representatives, service providers and subcontractors from and against all liabilities, actions, losses, response to any government investigation or inquiry related to third-party claims, claims or damages and expenses whatsoever (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with (a) Subscriber’s or third parties’ improper use of the Service(s), resale, or sharing of the Services in violation of this Subscriber Agreement, other BAI Service Agreements or any Applicable Law; (b) claims that Subscriber’s use of the Service infringed on the patent, copyright, trademark or other intellectual property right of any third party; (c) claims by BAI or third parties for damage to real or tangible personal property or for bodily injury or death which is caused by Subscriber and is directly due to Subscriber’s negligence or willful misconduct or which is caused by hazards created by Subscriber Equipment, Subscriber’s personal devices, other equipment or facilities; (d) any liens placed on BAI Equipment due to Subscriber’s action or inaction; and (e) any and all costs, claims, taxes, penalties, charges and surcharges levied against BAI related to or associated with Subscriber’s claim for tax exempt status and such claim is not valid. The Parties understand, acknowledge and agree that Subscriber’s indemnification obligations do not apply to claims for damages to real or tangible personal property or for bodily injury or death if solely caused by BAI’s gross negligence or willful misconduct.
12.2 Notice of Claim and Cooperation. The indemnified Party shall promptly notify the indemnifying Party in writing of any such Claim, and shall take such action as may be necessary to avoid default or other adverse consequences in connection with such Claim. The indemnifying Party shall have the right to select counsel and to control the defense and settlement of such Claim; provided, however, that the indemnified Party shall be entitled to participate in the defense of such Claim and to employ counsel at its own expense to assist in handling the claim, and provided further, that the indemnifying Party shall not take any action in defense or settlement of the Claim that would negatively impact the indemnified Party.
- SURVIVAL. Sections 3 to 14 herein shall survive any termination or expiration of this TOU for any reason.
- MISCELLANEOUS. Please see the TOU (which is incorporated herein by reference) for the following provisions: (a) Entire Agreement; (b) Amendments and Modifications;(c) Non-Waiver; (d) Severability; (e) Notices; (f) Headers and No Inferences; (g) Assignment; (h) Governing Law and Venue; and (i) No Partnership or Joint Venture.