1. TERMS AND CONDITIONS.  These terms and conditions (“Terms and Conditions”) are an integral part of the agreement (“Agreement”) between Hansen Network Solutions & Services, LLC (“Hansen Networks”) and a Customer (“Customer”) of the Hansen Networks services. Any Hansen Networks services or products (collectively, the “Services”) provided by Hansen Networks to Customer shall be governed by the terms and conditions herein. By purchasing the Services, CUSTOMER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. They affect the legal rights between Customer and Hansen Networks by, among other things, requiring (1) MANDATORY ARBITRATION OF DISPUTES; (2) charging an EARLY DISCONNECTION FEE; and (3) LIMITING HANSEN NETWORKS’s LIABILITY UNDER THE AGREEMENT.

2. MANDATORY ARBITRATION.

2.1. ARBITRATION PROCEDURES. PLEASE READ THIS PROVISION CAREFULLY. EXCEPT AS SET FORTH BELOW, CUSTOMER AND HANSEN NETWORKS WILL ARBITRATE ANY DISPUTES OR CLAIMS IN ANY WAY RELATED TO OR ARISING OUT OF THE AGREEMENT, ANY BREACH OF THE AGREEMENT, OR THE PROVISION OF SERVICES OR PRODUCTS TO CUSTOMER, INCLUDING ANY BILLING DISPUTES (collectively, “CLAIMS”). CLAIMS SHALL BE SUBMITTED TO FINAL, BINDING ARBITRATION ADMINISTERED BY AMERICAN ARBITRATION ASSOCIATION (“AAA”). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This agreement to arbitrate also requires Customer to arbitrate claims against other parties relating to Services or Products provided or billed to Customer if Claims are asserted against Hansen Networks in the same proceeding. ARBITRATION WILL BE CONDUCTED UNDER THE AAA’S PUBLISHED COMMERCIAL ARBITRATION RULES. Customer and Hansen Networks agree to bear their own fees, costs, and expenses, including those for any attorneys, experts, and witnesses. The place of arbitration shall be in Clark County, Nevada U.S.A.  The language of the arbitration shall be English.

2.2. PREFILING NOTICE OF CLAIM. BEFORE INSTITUTING ARBITRATION OR SUIT, CUSTOMER WILL PROVIDE HANSEN NETWORKS WITH AN OPPORTUNITY TO RESOLVE THE CLAIM BY SENDING A WRITTEN DESCRIPTION OF THE CLAIM TO HANSEN NETWORKS AT THE ADDRESS OR EMAIL ADDRESS BELOW. IF HANSEN NETWORKS IS NOT ABLE TO RESOLVE THE CLAIM WITHIN 30 DAYS OF RECEIPT OF NOTICE, THEN CUSTOMER OR HANSEN NETWORKS MAY INITIATE ARBITRATION OR SUIT AS DESCRIBED IN SECTION 2.1. All claim notices must be sent to the following address or email address: Director of Customer Service, Hansen Network Solutions & Services, LLC 4255 Dean Martin Drive, Suite C, Las Vegas, NV 89103 -or- customerservice@hansennetworks.com. CUSTOMER WILL NOT DEMAND ARBITRATION OR FILE SUIT UNLESS CUSTOMER FOLLOWS THE FOREGOING PROCEDURES IN THIS SECTION 2.2 AND THIS SECTION 2.2 MAY BE PLEADED AS A FULL AND COMPLETE BAR AND DEFENSE TO, AND MAY BE USED AS A BASIS FOR AN INJUNCTION AGAINST, ANY ARBITRATION, ACTION, SUIT, OR OTHER PROCEEDING INSTITUTED IN BREACH OF THIS SECTION.

2.3. PERSONAL JURISDICTION. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 2, Customer and Hansen Networks agree to submit to the personal and exclusive jurisdiction of the state and federal courts within Clark County, Nevada, and waive any objection as to venue or inconvenient forum in such courts.

3DEFINITIONS. The following terms shall have the meanings set forth below.

3.1 End User” means a Customer employee or contractor who may use the Services, the total number of End Users being the maximum number of personnel who may use the Services at any one time.
3.2 Customer Data” means any data, information or other materials of any nature whatsoever provided to Hansen Networks by Customer in the course of implementing or using the Services.
3.3 Documentation” means user manuals and other documentation relating to the Services, which are made available to Customer by Hansen Networks, in the form of recorded documentation on optical or magnetic media, accessible via the Internet or in the form of printed media.
3.4 Implementation Services” means the services selected by Customer, as indicated on the Service Order, to be provided by Hansen Networks in connection with the set up and implementation of the Services.  As part of the Implementation Services, Customer will receive limited training in the set up and activation of the Services during the hours from 5:00am to 6:00pm PT Monday through Friday.
3.5 Initial Payment” means the initial payment set forth in the Service Order consisting of the fees for Implementation Services and the Service Fees for the first month.
3.6 Login” means each separate, named individual login account associated a Customer account.
3.7 Professional Services” means work Hansen Networks will perform for Customer as specified in individual statement(s) of work (“Statement(s) of Work”) to be executed by the parties from time to time on the terms and conditions specified in the Agreement.
3.8 Service Fee” or “Service Fees” means the monthly or annual fees set forth in the Service Order to be paid by Customer to Hansen Networks as consideration for Hansen Networks provision to Customer of the Services.
3.9 Service Order” means the document executed by Customer and Hansen Networks, containing (i) a price and quantity of Services, and Implementation Services to be provided to Customer by Hansen Networks under the Agreement, along with applicable taxes, fees, assessments or surcharges; (ii) the Services to be provided; and (iii) such other options provided on the Service Order as Customer may elect to apply to the Services.
3.10 Service Plan” means the monthly or annual subscription plan a Customer agrees to in the Service Order.
3.11 Services” means the products or services that are being provided to Customer as described in the Service Order, including any Additional Services set forth in an addendum to the Service Order accepted by Hansen Networks.
3.12 System Equipment” means the hardware and software that Hansen Networks uses to provide the Services, which is comprised of both Hansen Networks Owned System Equipment and Customer Owned System Equipment.
3.13 Customer Owned System Equipment” means all the items of the System Equipment that are owned by Customer, or which are purchased by Customer, or which are specifically identified in a Service Order as Customer Owned System Equipment.
3.14 Hansen Networks Owned System Equipment” means all the items of the System Equipment that are not Customer Owned System Equipment.
3.15 Software” means any proprietary software (including any documentation relating to such software) owned by, licensed by, or which Hansen Networks has a right to sublicense under this Agreement, which software is either provided to Customer under this Agreement or is used in or used to provide the Services.

4. PRODUCTS AND SERVICES.

4.1. USE OF PRODUCTS AND SERVICES.. During the Term of this Agreement, Hansen Networks will provide the Services, set forth in the Service Order, including applicable System Equipment subject to the terms and conditions herein. Hansen Networks hereby grants Customer access to the Services for use by the number of End Users and Logins set forth in the Service Order, for Customer’s own internal business purposes, which shall be deemed to include activities Customer may perform on behalf of its own customers.  Hansen Networks grants Customer the right to use the Documentation in connection with its use of the Services.

4.2. CONDITIONS.  Customer acknowledges and agrees that Hansen Networks’s obligations to provide the Services are expressly conditioned upon (i) Customer’s payment of the fees for Professional Services and all Service Fees as and when due, and (ii) Customer’s adherence to the technical requirements for the Services set forth in the Documentation for the Services made available to Customer by Hansen Networks, as they may be updated by Hansen Networks from time to time.

4.3. ADDITIONAL SERVICES.  At Customer’s option, the number of Services may be increased at any time during the Term (any such increase, “Additional Services”) by Customer entering into an addendum to its Service Order that sets forth the specific Additional Services desired.  Each addendum to a Service Order shall be subject to Hansen Networks’s acceptance, which shall be deemed given if Hansen Networks thereafter provides the Additional Services.  Upon acceptance by Hansen Networks, such addendum to a Service Order shall be deemed an amendment to the Agreement, subject to all of the terms and conditions herein, and the Service Fees shall be increased to reflect the Additional Services, subject to the same pricing and payment terms as are set forth in the Service Order.  Additional Services shall be provided for a term that is coterminous with the current Term of the Agreement.

4.4. IMPLEMENTATION SERVICES.  Hansen Networks will use commercially reasonable efforts to perform the Implementation Services covered in the Initial Payment.

4.5. ADDITIONAL PROFESSIONAL SERVICES.  If Customer requests Professional Services, such as support services not provided under this Agreement, training, or other consulting services, Hansen Networks may (but has no obligation to) provide such Professional Services or recommend appropriate outside consultants.  If Hansen Networks agrees to provide such additional Professional Services at Customer‘s request, fees for such Professional Services may be provided pursuant to a fixed fee or Hansen Networks ‘s standard time and material rates.  Such additional Professional Services will be provided pursuant to an addendum and the other terms and conditions of this Agreement, and may be described in an agreed-upon statement of work.

5. TERM. The term of this Agreement (“Term”) begins on the date that Customer enter into the Agreement and continues for the duration of the service period as defined by the Service Order or Agreement. At the end of the current Term, the Term is automatically renewed unless Customer provides Hansen Networks, at least thirty (30) days prior to the end of the current Term, notification of intention to cancel the service. Customer agrees to pay for the Services for the duration of the Term. Expiration of the Term does not alleviate Customer of responsibility for paying all unpaid, accrued charges due hereunder. If Customer chooses to cancel the Services before the end of the current Term, Disconnection fees may apply as set forth below.

6. TERMINATION. Customer agrees to provide Hansen Networks with thirty (30) days notice of termination. Customer shall be responsible for the full monthly Service Fee for the month during which the notice of termination of service is provided to Hansen Networks. In accordance with section 10, Disconnection Fees may apply. Hansen Networks reserves the right, at its sole discretion, to suspend, terminate or change the Services without advanced notice for any reason, including without limitation, misuse of the Services in any way, Customer’s breach of this Agreement, Customer’s failure to pay any sum due hereunder, suspected fraud or other activity by Customer that adversely affects the Services, Hansen Networks, Hansen Networks’s infrastructure or other Customer’s use of the Services. Hansen Networks reserves the right to determine, at its sole discretion, what constitutes misuse of the Services and Customer agrees that Hansen Networks’s determination is final and binding on Customer. Hansen Networks may require an activation fee to change or resume a terminated or suspended account.

7. EQUIPMENT.

7.1 SYSTEM EQUIPMENT. To provide the Services and enable Hansen Networks to control the quality of the Services, Customer agrees that (i) it will not relocate, modify, or disconnect any System Equipment; (ii) it will not attach any unauthorized cable or equipment to the System Equipment. Customer is in the best position to manage the risk of loss for equipment on its premises. Customer therefore agrees that it will take reasonable measures to protect Hansen Networks Owned System Equipment on its premises, and that it will be responsible for the replacement value of Hansen Networks Owned System Equipment that is lost, stolen, or damaged (excepting normal wear and tear) while on Customer’s premises, or that is not returned to Hansen Networks as required by the Agreement. Customer will use reasonable commercial efforts to maintain the premises where Hansen Networks Owned System Equipment is stored or used within conditions (including room temperature) that are customary and reasonable for such equipment. Hansen Networks may elect to place bar code or other identifying stickers on any item of Hansen Networks Owned System Equipment, and Customer will not remove such identification. All System Equipment shipments are F.O.B. Hansen Networks’s facility. Hansen Networks’s liability for delivery shall cease, and title (if applicable) and all risk of loss or damage shall pass to Customer upon delivery to carrier. Customer shall be required to obtain authorization from Hansen Networks to return any System Equipment. Hansen Networks will not cover replacement for lost, stolen or modified System Equipment. System Equipment returned by Customer that is not covered under the manufacture’s warranty may be refused by Hansen Networks, and Customer will be responsible to pay return shipping charges.

7.2 HANSEN NETWORKS OWNED SYSTEM EQUIPMENT. Hansen Networks will repair or replace any defective Hansen Networks Owned Equipment at no charge to Customer unless it is determined that Customer is responsible for such equipment failure. Any Hansen Networks Owned System Equipment (and any replacements thereof) may be refurbished equipment, so long as teh equipment is of good quality and appearance and supports the Services.

7.3 RETURN OF HANSEN NETWORKS OWNED EQUIPMENT. Upon the termination of the Agreement, Customer will properly pack all Hansen Networks Owned System Equipment and ship to Hansen Networks, and Hansen Networks will pay the shipping expenses. If Customer has not returned the Hansen Networks Owned System Equipment within two (2) weeks after the termination of the Agreement, then upon not less than 24 hours’ prior notice, Customer will provide access to Hansen Networks and/or its agents during normal business hours for the retrieval of the Hansen Networks Owned System Equipment from Customer’s premises and Customer will pay to Hansen Networks a one-thousand dollar ($1,000.00) equipment return fee per Customer location. Customer hereby grants Hansen Networks the right to recover Hansen Networks Owned System Equipment from Customer’s premises upon termination of the Agreement.

8. CUSTOMER DATA.   Customer hereby grants to Hansen Networks a non-exclusive, non-transferable (except in connection with an assignment of this Agreement) license to copy, store, record, transmit, display, view, print, and use Customer Data, solely to the extent necessary to provide the Services to Customer.  Except as expressly provided in this Section, Customer grants to Hansen Networks no right, title, interest, or license in the Customer Data, and Customer hereby reserves for itself and its licensors all rights in and to all Customer Data.

9. PRIVACY. Hansen Networks utilizes the public Internet and third party networks to provide the Services. Accordingly, Hansen Networks cannot guarantee the confidentiality or security of data. Hansen Networks is committed to respecting Customer’s privacy, and the privacy of all users using the Services. Once Customer chooses to provide or gather personally identifiable information using the Services, it will only be used in connection with Customer’s relationship with Hansen Networks or otherwise to deliver Services. Hansen Networks will not sell, rent, or lease Customers’ personally identifiable information to others, except to a successor in interest or assignee of Hansen Networks purchasing all or substantially all of the assets of Hansen Networks, or acquiring a majority of the voting equity of Hansen Networks. Unless required by law or judicial or administrative process, or if Customer’s prior permission is obtained, Hansen Networks will only share the personal data Customer provides or gathers using the Services with other Hansen Networks affiliates and/or business partners that are acting on Hansen Networks’s behalf to provide the Services. Such Hansen Networks affiliates and/or national or international business partners are governed by Hansen Networks’s privacy policy (“Privacy Policy”) with respect to the use of this data. The Privacy Policy appears at http://hansennetworks.com/terms-and-conditions/privacy-policy and is incorporated by reference in the Agreement as if fully set forth. Hansen Networks is required to file numerous reports with different administrative bodies. As such, Hansen Networks may provide aggregate statistics about customers, sales and traffic patterns. None of these reports or statistics will include personally identifiable information. However, Hansen Networks reserves the right to use personally identifiable information to investigate and help prevent potentially unlawful activity that threatens either Hansen Networks or any company affiliated with Hansen Networks. Moreover, upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law or judicial or administrative process, Hansen Networks may disclose personally identifiable information.

10. BILLING, CHARGES AND PAYMENT.

10.1. PAYMENT OF SERVICE FEES. Customer will pay the Service Fee for Services ordered by Customer, and all other amounts due under the Agreement, pursuant to the terms of this Section 10.

10.2. CREDIT TERMS. All Services provided to Customer and covered by the Agreement shall at all times be subject to credit approval or review by Hansen Networks. Customer will provide such credit information or assurance as is requested by Hansen Networks at any time. Hansen Networks, in its sole discretion and judgment, may discontinue credit at any time without notice or require a deposit.

10.3. BILLING. Hansen Networks will provide Customer with a monthly on-line billing statement for the Services provided each calendar month and bill all charges invoiced to Customer’s account. Such charges shall include activation fees, monthly service fees, shipping charges, disconnection fees, equipment charges, usage charges, taxes, surcharges and any other applicable charges. Monthly Service Fees are paid in advance of each month’s service; usage charges and any other applicable charges are billed subsequent to the end of each month’s service. Billing for monthly Service Fees commences upon ordering of the Services and the first month’s monthly service fee shall be prorated to take into account any partial calendar month that may occur as the result of the date monthly service fees are initiated.

10.4. LATE/NON-PAYMENT. If any charges for the Services are due but unpaid for any reason including, but not limited to, non-payment, Hansen Networks may suspend or terminate the Services and all accrued charges shall be immediately due, plus a late fee of the greater of ten dollars ($10.00) or 1.5% per month. A fee will also be charged to activate a suspended account. No suspension or termination of the Services or of this Agreement shall relieve Customer from paying any amounts due hereunder.

10.5. TAXES. Prices for the Services do not include any customs duties, sales, use, value added, excise, federal, state, local, public utility, universal service or other similar taxes. All such taxes shall be paid by Customer and will be added to any amounts otherwise charged to Customer unless Customer provides Hansen Networks with an appropriate exemption certificate. If any amounts paid for the Services are refunded by Hansen Networks, applicable taxes may not be refundable.

10.6. REGULATORY RECOVERY FEE. A regulatory recovery fee will be charged monthly to offset costs incurred by Hansen Networks in complying with inquiries and obligations imposed by federal, state and municipal regulatory bodies/governments and the related legal and billing expenses. This fee is not a tax or charge required or assessed by any government. The regulatory recovery fee will apply to every phone number assigned, including toll free and virtual numbers.

10.7. DISCONNECTION FEES. If a Customer terminates the Agreement, or some of the Services provided under the Agreement prior to the end of the current Term, Hansen Networks will charge the Customer, and the Customer will pay, an early termination charge equal to 100% of the Monthly Service Fee for the terminated Service(s) multiplied by the number of months remaining in the current Term on the date of termination.

10.8. OVERAGE FEES. Hansen Networks reserves the right to charge overage fees when the Customer exceeds the usage limits on applicable services.

10.9. RATE CHANGES. Hansen Networks may change the prices for the Services from time to time. Hansen Networks may change prices, Service Plans, taxes or fees without any advance notice. For Customers on one, three or five year Service Plans, rates will not be increased during the Term, with the exception of tax or fee changes and usage charges including, but not limited to, minutes, bandwidth, storage. In the event of a change in prices, Hansen Networks will post such changed rates to the website currently located at http://hansennetworks.com. Usage charges are updated monthly on the first of each month and no other notice shall be provided for changes to these rates.  The Service Fees effective upon any Term renewal of the Agreement shall be Hansen Networks’s then-current Service Fees for the applicable Services.

10.10. AVAILABILITY. Customer acknowledges and agrees that the Services will not be available 100% of the time.  Credit allowances for interruption of the Services shall not be provided.

10.11. DISCOUNTS. From time to time in its sole discretion, Hansen Networks may offer promotions or discounts of activation or other fees. Any promotion or discount codes must be provided to Hansen Networks upon purchase of the Services. Customer shall not be entitled to a subsequent credit for such promotions or discounts, if not requested at the time of account creation or change of service.  Promotions and/or discounts may not be used cumulatively or be used for services retroactively.

10.12. BILLING DISPUTES. Customer must dispute any charges for the Services in writing to Hansen Networks within thirty (30) days of the date of the charge by Hansen Networks.   If Customer fails to provide a written statement disputing the charges within such time, Customer waives any objection and further recourse with regard to such charges. Written statements disputing charges must be sent to the following address or email address: Director of Customer Service, Hansen Network Solutions & Services, LLC 4255 Dean Martin Drive, Suite C, Las Vegas, NV 89103 -or- customerservice@hansennetworks.com.

12. USE, STORAGE AND OTHER LIMITATIONS. Hansen Networks reserves the right to establish or modify general practices and limits concerning use of the Services, System Equipment and Software, including without limitation, the maximum number of days that content will be retained by the Service, the maximum disk space and/or bandwidth capacity that will be allotted on servers owned and/or operated by Hansen Networks on Customer’s behalf, if any. Where practical, Hansen Networks will provide the Customer with prior notice of such new or modified practices; provided however, that Hansen Networks shall have the absolute right to implement such new or modified practices without prior notice in its sole discretion and without liability or any kind.

13MONITORING SERVICES USE. Customer agrees that Hansen Networks is entitled to monitor Customer’s use of Service, at Hansen Networks’s expense.

14. LOST, STOLEN, ALTERED OR BROKEN SYSTEM EQUIPMENT. Customer shall not modify the System Equipment in any way without the express written permission of Hansen Networks. Customer shall not use the System Equipment except with the Services provided hereunder. Except as otherwise provided for hereunder, Customer is responsible for all lost, stolen or broken System Equipment and may be required to purchase a replacement to continue to receive Services. Replacement charges will be based on the fair retail price of equipment, plus applicable shipping costs and taxes. Customer shall immediately notify Hansen Networks of any lost or stolen System Equipment and shall cooperate with Hansen Networks in all reasonable aspects to eliminate actual or potential unauthorized use of the System Equipment. At Hansen Networks’s sole option, failure to report lost or stolen System Equipment in a timely manner will cause Customer to be responsible for all Service Fees accrued until the time that Hansen Networks is informed of the loss or theft and Hansen Networks is entitled to terminate the Services and Agreement following Customer’s breach of this Section.

15. PROHIBITED USES. Any use of the Services or any other action that causes a disruption to Hansen Networks infrastructure, or threatens or compromises the security of Hansen Networks, its vendors, or the Services whether directly or indirectly, is strictly prohibited and permits Hansen Networks to terminate the Services and the Agreement without prior notice at the sole discretion of Hansen Networks. Customer acknowledges that neither Hansen Networks nor its vendors are responsible for the content of the transmissions that may pass through the Internet and/or the Services. Customer will NOT use the Services in ways that violate applicable laws, infringe the rights of others, or interfere with the users, End Users, services, System Equipment, or Hansen Networks infrastructure. Customer agrees, represents, and warrants that it is purchasing the Services and/or the System Equipment for its own internal use only, and shall not resell, transfer or charge for the Services or the System Equipment without the advance express written permission of Hansen Networks. Customer will not use the Services to send unsolicited commercial e-mail to recipients outside Customer’s organization. Customer shall not transmit through the Services any unlawful, harassing, defamatory, abusive, threatening, harmful, vulgar, obscene, indecent, or otherwise objectionable communications or material of any kind or nature. Customers further agree not to transmit any material that encourages conduct that could constitute a criminal offense, violate the intellectual property rights of others, give rise to civil liability or otherwise violate any applicable local, state, national or international statute, regulation, or other law. Any use found to be inconsistent with this restriction will result in termination of the Services. Hansen Networks reserves the right to immediately terminate or modify the Services of any Customer if Hansen Networks determines, in its sole discretion, that Customer is not using the Services for Customer’s reasonable business use.

16. RETURNS AND ADJUSTMENTS. No System Equipment may be returned by Customer for any reason without prior approval of Hansen Networks. All returns shall be in original packaging or equivalent. Customer shall be responsible for all costs related to shipping to Hansen Networks any System Equipment that is being returned. Any System Equipment returned to Hansen Networks without prior authorization for its return or proper packaging may be refused. In order to obtain an appropriate refund, upon cancellation Customer must immediately obtain a return material authorization number from Hansen Networks, return to Hansen Networks any System Equipment provided hereunder, undamaged and in good working condition, in its original packaging and with its original content or otherwise will be immediately responsible for paying to Hansen Networks an amount equal to the fair retail price of the equipment minus any payments Customer had previously paid specifically for such System Equipment.

17. TECHNICAL SUPPORT. Hansen Networks provides technical support to Customers via telephone, e-mail, and remote technologies for the Services and the System Equipment provided hereunder. Support for other applications and uses is not provided or implied and except as stated in this Section, Hansen Networks has no obligation to provide additional technical support.

18. RESPONSIBILITY FOR REGISTRATION INFORMATION AND CONTENT OF CUSTOMER COMMUNICATIONS. Customer is solely responsible for maintaining the confidentiality of Customer’s Login, and will not transfer Login, email address or password, or lend or otherwise transfer use of or access to the Hansen Networks Services, to any third party. Customer is solely responsible for any and all activities that occur under Customer’s account. Customer will comply with applicable foreign, federal, state, and local law in its use of the Services, including but not limited to laws regarding online behavior, acceptable content, and the transmission of equipment and information under applicable export laws. Recognizing the global nature of the Internet, Customer also agrees to comply with applicable local rules or codes of conduct (including, if applicable, codes of conduct or policies imposed by employers) regarding online behavior and acceptable content. Use of the Services is void where prohibited. Customer will immediately notify Hansen Networks of any unauthorized use of Customer’s account or any other breach of security related to Customer’s account or the Hansen Networks Services, and to ensure that Customer completes a “log off”/exit from Customer’s account (if applicable) at the end of each session. Hansen Networks is not liable for any loss or damage arising from Customer failure to comply with any of the foregoing obligations. In consideration for using the Hansen Networks Services, Customer will: (1) provide certain current, complete, and accurate information about Customer when prompted to do so by the Hansen Networks Services, and (2) maintain and update this information as required to keep it current, complete and accurate. Customer warrants that any such information will be accurate. Customer agrees that Customer is solely responsible for the content of all visual, written or audible communications (“Content”) sent by Customer or displayed or uploaded by Customer in using the Services. Although Hansen Networks is not responsible for any such communications, Hansen Networks may delete any such communications of which Hansen Networks becomes aware, at any time without notice to Customer. Customer retains copyright and any other rights already held in content that Customer submits, posts or displays on or through, the Services. Customer understands and agrees that by displaying, exchanging or uploading Content to a Hansen Networks website, transmitting Content using the Services or otherwise providing Content to Hansen Networks, Customer automatically grant (and warrant and represent Customer has a right to grant) to Hansen Networks a world-wide, royalty-free, sub-licensable (so Hansen Networks affiliates, contractors, resellers and partners can deliver the Services) perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce and distribute the Content in the course of offering the Services, including associates websites (“Sites”).

19. RESPONSIBILITY FOR CONTENT OF OTHERS. Customer acknowledges that End Users or other users of the Services (“Users”) may violate one or more of the above prohibitions, but Hansen Networks assumes no responsibility or liability for such violation. If Customer becomes aware of misuse of the Services by any person, please contact Hansen Networks Customer Support at 1-844-248-7141. Hansen Networks may investigate any complaints and violations that come to its attention and may take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User or End User profiles and/or Login. However, because situations and interpretations vary, Hansen Networks also reserves the right not to take any action. Under no circumstances will Hansen Networks be liable in any way for any data or other content available on a Site, viewed or actions taken while using the Services, including, but not limited to, any errors or omissions in any such data, content or activity or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data, content or activities incurred from the actions taken on a Site. Hansen Networks does not endorse and has no control over what Users or End Users post, submit to or do on a Site. Customer acknowledges that Hansen Networks cannot guarantee the accuracy of any information submitted by any End User or User of a Site, nor any identity information about any End User or User. Hansen Networks reserves the right, in its sole discretion, to reject, posting or other data, or to restrict, suspend, or terminate any User’s or End User’s access to all or any part of Services or any Site at any time, for any or no reason, with or without prior notice, and without liability. Hansen Networks reserves the right to investigate and take appropriate action against anyone who, in Hansen Networks’s sole discretion, is suspected of violating this Agreement, including without limitation, reporting Customer or any User to law enforcement authorities.

20. CHANGES TO THE AGREEMENT, SERVICES OR SERVICE PLAN. Hansen Networks reserves the right to make changes to the terms and conditions of these Terms and Conditions and/or the Services (“Change of Service”). In the event of a Change of Service, Hansen Networks will post to the website currently located at http://hansennetworks.com/terms-and-conditions. Customer may request a Service Plan change at anytime. The Service Plan change will take effect in the first month after the Service Plan is changed. For a Service Plan change to a plan that requires a purchase of System Equipment, an equipment charge will apply.

21. NOTICE. Notice will be considered received by Customers and such changes will become binding to Customers, on the date the changes are posted to http://hansennetworks.com or other websites owned and managed by Hansen Networks (“Change Date”), and no additional notice will be required. If Customer does not send Hansen Networks notification of their desire to terminate the Agreement or uses the Services after the Change Date, Customer is deemed to have accepted and consented to the change of terms and conditions of the Service. If Customer does not consent to the change of service and terminates the Agreement, Customer will be responsible for any sums due hereunder in addition to any applicable fees in section 10.

22. BREACH. In the event of Customer’s breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, Customer shall reimburse Hansen Networks for all attorneys’ fees and court, collection and other costs incurred by Hansen Networks in the enforcement of Hansen Networks’s rights hereunder and Hansen Networks may keep any deposits or other payments made by Customer.

23. INDEMNIFICATION. Customer agrees to defend, indemnify and hold Hansen Networks, and its affiliates, directors, officers, employees, attorneys, agents, and vendors harmless from any claims or damages relating to this Agreement.

24. WARRANTIES. Hansen Networks warrants that the Services will substantially conform to the Documentation during the term of this Agreement.  Hansen Networks will use commercially reasonable efforts to pass through to Customer manufacturers’ warranties on equipment.

25. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 24 THE AGREEMENT, THE PRODUCTS AND OTHER SERVICES PROVIDED HEREIN ARE PROVIDED “AS IS” AND HANSEN NETWORKS MAKES NO WARRANTIES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER HANSEN NETWORKS NOR ITS VENDORS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO HANSEN NETWORKS’ OR CUSTOMER’S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF HANSEN NETWORKS’ OR ITS VENDORS’ NEGLIGENCE. NEITHER HANSEN NETWORKS NOR ITS VENDORS WILL BE LIABLE FOR MALFUNCTIONS OR FAILURES RESULTING FROM MISUSE, ABUSE, NEGLECT, ALTERATION, MODIFICATION, IMPROPER INSTALLATION, OR REPAIRS BY ANYONE OTHER THAN HANSEN NETWORKS. NEITHER HANSEN NETWORKS NOR ITS VENDORS WILL BE LIABLE FOR DELAYS OR INTERUPTIONS IN ACCESS TO OR USE OF THE SERVICES RESULTING FROM CUSTOMER’S EQUIPMENT, USE OF THE INTERNET, OR TELECOMMUNICATIONS SYSTEMS NOT UNDER HANSEN NETWORKS’ CONTROL, AND HANSEN NETWORKS SHALL HAVE NO LIABILITY FOR ANY SUCH DELAYS OR INTERRUPTIONS.

26. EXCLUSIVE REMEDY. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WHICH HANSEN NETWORKS SHALL BE ENTITLED TO ELECT IS REPAIR, REPLACEMENT, CREDIT OR, REFUND. HANSEN NETWORKS MAY ELECT TO PROVIDE A REFUND IN LIEU OF CREDIT, REPLACEMENT OR REPAIR.

27. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL HANSEN NETWORKS OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF HANSEN NETWROKS OR ITS VENDORS OR OTHERWISE.  IN NO EVENT SHALL HANSEN NETWORKS’ TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY CUSTOMER TO HANSEN NETWORKS IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.

28. EXPORT COMPLIANCE. Customer agrees to comply with U.S. export laws, and applicable export laws that apply in Customer’s location(s), concerning the transmission of technical data and other regulated materials via the Services.

29. SOFTWARE COPYRIGHT. The Software is protected by copyright law and international treaty provisions. The Software is subject to the terms and conditions in licenses of third parties, and Hansen Networks will use commercially reasonable efforts to pass through licenses for Software sublicensed to Customer in providing Hansen Networks’s Services. Customer has no right to inspect, possess, use, copy, or attempt to discover the source code (or any portion thereof) used to create any Software, except to the extent that Customer is expressly permitted to decompile the Software under applicable law and Customer notifies Hansen Networks of Customer’s intention to decompile the Software and Customer’s reason to do so.

30. SURVIVAL. The provisions of sections 2, 6, 9, 10, 16, 22, 23, 25, 26, 27, 30, 31, 32, 33, 34, 35, 36, 37, and 38 shall survive any expiration or termination of the Agreement.

31. NOTICES. Hansen Networks communicates with Customers primarily via email. Notices to Customer shall be sent to the email address specified by Customer at the time Customer ordered the Services or as subsequently specified by Customer (“Email Address”). Customer is responsible for notifying Hansen Networks of any Email Address changes. Customer agrees that sending a message to the Email Address is the agreed upon means of providing notification. Email is used to communicate important information about the Services, billing, changes to the Services and other information. The information is time-sensitive in nature. It is required that Customer read any email sent to the Email Address in a timely manner in order to avoid any potential interruption in the Services provided hereunder. All notices and communications required or permitted to be sent to Hansen Networks under this Agreement shall be in writing and sent to the following address or email address: Director of Customer Service, Hansen Network Solutions & Services, LLC 4255 Dean Martin Drive, Suite C, Las Vegas, NV 89103 -or- customerservice@hansennetworks.com.

32. FORCE MAJEURE (EVENTS BEYOND OUR CONTROL). Hansen Networks shall not be liable for any delay in performance directly or indirectly caused by or resulting from acts of God, fire, flood, earthquake, tsunami, accident, riot, war, terrorism, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of Hansen Networks as may occur in spite of Hansen Networks’s best efforts.

33. ENTIRE AGREEMENT. The terms and conditions of the Agreement, along with the rates posted to the website currently located at http://hansennetworks.com or otherwise agreed to as part of the Agreement, constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. The terms and conditions of the Agreement are in lieu of and replace any and all terms and conditions set forth in any documents issued by Customer, including, without limitation, purchase orders and specifications. ANY ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS AND CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY CUSTOMER AT ANY TIME ARE HEREBY OBJECTED TO BY HANSEN NETWORKS, AND ANY SUCH DOCUMENTS SHALL BE WHOLLY INAPPLICABLE TO ANY SALE MADE OR SERVICE RENDERED HEREUNDER AND SHALL NOT BE BINDING IN ANY WAY ON HANSEN NETWORKS. Except as set forth in Section 20, no waiver or amendment to this contract or these terms and conditions shall be binding on Hansen Networks unless made in writing expressly stating that it is such a waiver or amendment and signed by an Officer of Hansen Networks.

34. GOVERNING LAW. The Agreement and the relationship between Customer and Hansen Networks shall be governed by the laws of the State of Nevada without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

35. NO WAIVER. The failure of Hansen Networks to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

36. SEVERABILITY. The unenforceability of any provision or provisions of the Agreement shall not render unenforceable or impair its remainder.  If any provision of the Agreement is deemed invalid or unenforceable in whole or in part, the Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties.

37. ASSIGNMENT; BINDING EFFECT.  Customer shall not assign this Agreement or delegate Customer’s duties hereunder without Hansen Networks’s prior written consent.  Subject to the foregoing, this agreement shall be binding upon the heirs, representatives, successors, and permitted assigns of Hansen Networks and Customer.

38. HEADINGS. The headings in the Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.