1. Home
  2. [ Aggregation
  3. Reliability
  4. Offloading ]
  5. Solutions
  6. Why ZeroOutages
  7. Success Stories

ZeroOutages Service Contract

This is a legal agreement ("Agreement" and/or "TOS" or Terms Of Service) between       (“Company”) and the XRoads Networks, Inc. (“ZeroOutages”), ZeroOutages is the service provided by XRoads Networks, to provide Internet Redundancy/Balancing Services. If you do not agree to the terms and conditions in the Agreement, do not register for or use the Service and return all associated materials to ZeroOutages. By completing the registration and using the Service, you signify your agreement with the terms and conditions of this Agreement and the ZeroOutages Acceptable Use Policy.

1. Legal Authority

By accepting these TOS as a Customer Account holder, you confirm (through your duly authorized representative) that you are a corporation, partnership or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to accept these TOS.

2. The Service

The Service is an interactive information, communication and transaction service, used by connecting your receiving and transmitting equipment (normally a personal computer with a modem connected to your telephone line) to the Company's network of telecommunications and computer facilities. In addition to communication, information and transaction services, the Service provides access to the Internet by means of our hardware appliance provided by the Company and its suppliers.

The Service is a best efforts service, however when used in combination with another (primary Internet link) the combined service delivers an average uptime of over 99.999%. The actual speed experienced by customers may vary and depends upon several factors including customer location, destination on the Internet, traffic on the Internet, interference with high frequency spectrum on the customer's telephone line, etc. No minimum level of speed is guaranteed, however the service speeds detailed in the service plan are average customer maximums.

2.1 Modifications to Service. ZeroOutages reserves the right to modify or discontinue, temporarily or permanently, at any time and from time to time, the Service (or any function or feature of the Service or any part thereof, including, but not limited to, rates and charges beyond the term of the initial contract) with or without notice. Should the technology become unavailable, ZeroOutages and its affiliates reserve the right to re-provision your Service over a different access technology.  ZeroOutages may post, or email, notices of changes in the Service. It is your responsibility to check our website and your registered ZeroOutages email address for any such notices. You agree that ZeroOutages will not be liable to you or to any third party for any such modification or suspension of the Service based on the terms and conditions of this agreement or our acceptable use policy (AUP).

2.2 Service Aggregation. ZeroOutages provide increased throughput capabilities through link balancing. This is the process by which individual network sessions are load balanced between two or more Internet connections. Through this process ZeroOutages is able to speed up many common Internet applications, including web downloads, however it can not speed up a single session through this load balancing technique.

3. Equipment

Other than all hardware provided to you by ZeroOutages and any revised version thereof that you choose to use, you must provide all equipment, devices and software necessary to receive the Service. Due to the infinite number of possible combinations of hardware and software, you are responsible for the compatibility of your system with the Service. Any equipment that was not provided to you by ZeroOutages is not the responsibility of ZeroOutages, and ZeroOutages will not provide support and will not be responsible for ongoing maintenance or management of such equipment. Any ZeroOutages-provided device will be either a new or a fully inspected, tested, and warranted return or repackaged unit. If for any reason you cancel your service, you must return your equipment in the original packaging and such equipment must be in good working condition. Equipment must be returned within 30 days of terminating your Service.  Customers will be liable to pay the then current price of the used equipment, not to be less than $250 per device if the equipment is not returned.

3.1 Installation. If you request ZeroOutages provide professional onsite install of the equipment, you must pay a Professional Installation Charge in the amount specified by ZeroOutages at the time you enroll in the Services, or when you request a transfer of the Services. In the event that no one authorized to permit installation of the Equipment is available at your Premises at the time you scheduled an installation appointment, and notification was not provided to ZeroOutages at least 48 hours in advance, you agree to pay a No-Show Charge in the amount of $300/hr. You authorize ZeroOutages and our employees, agents, contractors, and representatives to enter your premises in order to install, maintain, inspect, repair, or remove the equipment and software. By scheduling an installation appointment, you represent to us that you have the right to and do authorize us to enter your premises.

3.2 File Modification/Backup Requirements. The Qualifications of your network, as well as the installation (whether self-installed or ZeroOutages -installed), use, inspection, maintenance, repair, or removal of the Equipment, may result in an inadvertent service outage or reconfiguration of the network, or temporary interruption of your telephone service. ZeroOutages does not represent or warrant that the installation will not temporarily disrupt the normal operations of your network. You acknowledge and agree that you are solely responsible for backing up all existing computer files by copying them to another storage medium prior to the installation of your Equipment, and prior to any inspection, maintenance, repair, or removal of your Equipment. ZeroOutages DOES NOT REPRESENT OR WARRANT THAT INSTALLATION BY YOU OR A THIRD PARTY CHOSEN BY YOU WILL ENABLE YOU TO SUCCESSFULLY ACCESS OR USE THE SERVICES, NOR THAT ANY SUCH INSTALLATION WILL NOT CAUSE DAMAGE OR MODIFICATIONS TO, OR LOSS OF, ANY OF YOUR SOFTWARE, HARDWARE, FILES, DATA, OR PERIPHERALS. ZeroOutages AND OUR EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR SERVICE PROBLEMS (INCLUDING TELEPHONE SERVICE) RESULTING FROM YOUR, OR A THIRD PARTY'S, FAILURE TO PROPERLY INSTALL, ACCESS, OR USE THE EQUIPMENT OR SERVICES.

3.3 ZeroOutages Installation of Your Equipment. Except for our gross negligence or willful misconduct, we shall have no liability whatsoever for any damage, loss, or destruction to all or a portion of your network during our installation of your Equipment. In the event of such gross negligence or willful misconduct by ZeroOutages, ZeroOutages shall pay for the repair or replacement of the damaged, lost, or destroyed portions of your hardware, up to a maximum of those amounts paid as part of your service contract. EXCEPT FOR OUR WILLFUL MISCONDUCT, ZeroOutages AND OUR EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE TO, LOSS, OR DESTRUCTION OF ANY SOFTWARE, FILES, OR DATA, REGARDLESS OF THE CAUSE OF SUCH DAMAGE, LOSS, OR DESTRUCTION.

4. Revisions

This Agreement may be updated or changed from time to time. The current Agreement shall be posted at: www.zerooutages.com ("Website"). This site will be updated as changes are made. You agree to visit the Website periodically to be aware of and review any such revisions. All changes shall become effective upon posting of the revised Agreement on the Website. Your continued use of the Service following such notice constitutes your acceptance of those changes. If you do not agree to the revisions, you must terminate your Service immediately.

5. Term & Termination

You agree to the specified term set forth in the offer under which you purchased the Service (typically 2-years). You further agree that if you cancel your plan before the end of such term, you may be subject to early cancellation fees and/or service fees (collectively "Termination Charges") associated with that plan. At the end of the initial term, the Service will continue on a month-to-month basis unless otherwise renewed.

5.1 Suspension/Termination. ZeroOutages respects freedom of expression and believes it is a foundation of our free society to express differing points of view. ZeroOutages will not terminate, disconnect or suspend service because of the views you or we express on public policy matters, political issues or political campaigns. However, ZeroOutages may immediately terminate or suspend all or a portion of your Service, without notice, for conduct that ZeroOutages believes (a) violates the Acceptable Use Policy; or (b) constitutes a violation of any law, regulation or tariff (including, without limitation, copyright and intellectual property laws) or a violation of these TOS, or any applicable policies or guidelines. Your Service may be suspended or terminated if your payment is past due and such condition continues un-remedied for thirty (30) days. ZeroOutages may also terminate or suspend your Service if you provide false or inaccurate information that is required for the provision of Service or is necessary to allow ZeroOutages to bill you for Service.

5.2 Early Termination Fee. There is a base minimum service commitment of 12-months.  Each ZeroOutages Service includes an additional minimum term commitment (see your service plan description). Your minimum term begins on the billing start date as described in the foregoing section titled "Effective Contract Date". IN THE EVENT THAT YOU TERMINATE (OR TAKE AN ACTION THAT CAUSES TERMINATION OF) YOUR SERVICE BEFORE SATISFYING YOUR SERVICE PLANS MINIMUM TERM COMMITMENT (SEE THE TERM SELECTED ABOVE), THEN YOU AGREE TO PAY, UPON DISCONTINUANCE OF THE SERVICE, A TERMINATION FEE OF NOT LESS THAN $250 PER WIRELINE OR WIRELESS CIRCUIT. In addition to any applicable Early Termination Fee, you will be required to pay the remaining balance of the charges applicable to your ZeroOutages service through the effective date of termination.

5.3 Equipment Return. Upon the termination of service it is the Company’s responsibility to package and ship back any equipment provided to the customer for this Service.  This equipment must be returned in good working order (given that there was no issue with the equipment to cause the termination of this service) within no less than 30 days after Service termination.  Failure to return the equipment will result in a fee of no less than $250 per device.

6. Service Rates and Charges

6.1 Agreement to Pay. You agree to pay all fees and charges specified when you ordered your Service, including recurring and nonrecurring charges, taxes, fees and assessments applicable to the Service and the associated equipment (including but not limited to applicable service activation fees, installation charges (see Section 2 ), shipping and handling and termination charges). In order to provide you with the Service, ZeroOutages may pay taxes, fees and surcharges to municipalities and other governmental entities, which ZeroOutages may pass on to you. You will be invoiced monthly for usage of the Service and for any other services utilized by your or other users of your account which are billed to the customer by ZeroOutages in connection with the Service (including applicable taxes), either directly by ZeroOutages or through your designated credit card company. Rates, charges and other terms and conditions of the Service, are subject to change by ZeroOutages from time to time by notice provided on the Service or otherwise. In the event legal action is necessary to collect on balances due, you agree to reimburse ZeroOutages for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against you or ZeroOutages on the charges and all late payment, interest or other fees as stated on your bill.

6.2 Credit Check / Deposit. You give us permission to obtain your credit information from consumer credit-reporting agencies at any time. If we determine that you may be a credit risk for (1) unsatisfactory credit rating; (2) insufficient credit history; (3) fraudulent or abusive use of any ZeroOutages Services within the last five years; or (4) late payments for current or prior bills, we may refuse to provide the Services or we may require a deposit to establish or maintain Service(s). A deposit may be held as a partial guarantee of payment. It cannot be used by you to pay your bill or delay payment. We may require you to increase your deposit at any time to reflect your estimated monthly charges based on actual usage or our reevaluation of your ability to pay. Establishment of a prompt payment record or credit may result in a partial or total refund of the deposit to you or credit to your account. Upon termination or cancellation of your service and there are unpaid amounts in your account or you owe an early termination fee, the deposit will be used to pay the outstanding amount due.

6.3 Method of Payment. You authorize ZeroOutages to charge any amounts payable by you in connection with your use of the Service by one of the following methods: automatically by credit card, or other electronic funds transfer.

Credit Card Billing. If you choose to pay by credit card or debit card, you must provide ZeroOutages with a valid credit or debit card number and specified account information from a debit or credit card issuer. By providing such information you authorize your card issuer, bank or financial institution to charge or debit your corresponding account for all charges arising from your use of the Services. You authorize ZeroOutages on a monthly basis to automatically charge the credit card account, or to deduct from the debit card account, for payment of all sums due each month to ZeroOutages for use of the Service, as defined and agreed to at the time of purchase of the Service. You agree to notify ZeroOutages of any change to the credit or debit card information including, but not limited to, changes in account number, expiration date or billing address. If you do not update your credit card information, ZeroOutages may suspend your use of the Service. If ZeroOutages makes other billing options available, you agree to abide by terms and conditions applicable to those options. ZeroOutages shall not be responsible for any charges made by the credit or debit card issuer, bank or financial institution to your credit or debit card account for exceeding credit limit, insufficient funds or any other reasons. ZeroOutages reserves the right to terminate your Service and your participation in this payment and billing plan without further notice due to reversals of payments, insufficient funds, or for any other abuses related to your card account. When payment is made by credit card or debit card, payment will also be subject to the terms and conditions established by the credit or debit card issuer. If charges cannot be processed through your credit card, or if your bank draft or electronic funds transfer is returned for insufficient funds, we will charge you an additional $15.00. If the state law where you receive the Service requires a different fee, we will charge you that amount.

7. Service-Specific Billing Terms

7.1 ZeroOutages Secondary High Speed Internet. Billing for the Service commences when ZeroOutages provisions your Service whether or not you register or use the Service. When billing commences, you will be billed for your installation/setup fee and the first thirty (30) days of service and for applicable installation charges and equipment charges (including shipping and handling). Thereafter, charges will be billed one month in advance. If you terminate your Service within the first thirty (30) days your charge will not be pro-rated. If you terminate after your first thirty (30) days, you will be charged for the pro-rated number of days for which you had service in that billing cycle, and will receive a credit for the remaining balance.

8. Security

8.1 Security. ZeroOutages intends to take certain industry-accepted precautions from time to time to secure our Service, however, you understand and agree that such precautions do not guarantee that use of the Service is invulnerable to all security breaches, and that ZeroOutages makes no warranty, guarantee, or representation that use of our Service is protected from all viruses, security threats or other vulnerabilities. There is a risk that other users may attempt to access your computer through the Internet or connected networks. You acknowledge this risk as inherent to the shared nature of the Service and you agree to take full responsibility for taking adequate security precautions and safeguarding your data from loss.

 

 

9. Other Responsibilities of User

9.1 Accurate Information. Whenever you provide information to ZeroOutages , you agree to: (a) provide true, accurate, current and complete information and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is, or we have reasonable grounds to suspect is, untrue, inaccurate, not current or incomplete, ZeroOutages may suspend or terminate your Service and refuse any and all current or future use of our Service (or any portion thereof).

9.2. Data Management and Responsibility. You are responsible for management of your information including but not limited to back-up and restoration of data, erasing data from disk space you control and changing data on or settings for your modem and/or router. ZeroOutages is not responsible for the loss of your data or for the back-up or restoration of your data regardless of whether this data is maintained on our servers or your computer or server.

10. Acceptable Use Policy

As a Customer, you are also subject to ZeroOutages Acceptable Use Policy. Violations of the Acceptable Use Policy may also result in suspension or termination of the Service.

11. Privacy Policy

Registration data and certain other information about you is subject to the ZeroOutages Privacy Policy.

12. Infringement of Intellectual Property Rights

Reference our Acceptable Use Policy regarding the transmission of copyrighted material.

13. Operational Limits/Force Majeure

Provisioning of the Service is subject to the availability and the operational limitations of the requisite equipment and associated facilities. You understand and agree that temporary interruptions of the Service may occur as normal events in the provision of the Service and that ZeroOutages is not liable for such interruptions. You further understand and agree that ZeroOutages has no control over third party networks you may access in the course of your use of the Service, and therefore, delays and disruptions of other network transmissions are beyond the control of ZeroOutages. In addition, ZeroOutages is not liable for any failure of performance due to any cause beyond ZeroOutages 's reasonable control including Acts of God, fire, explosion, vandalism, nuclear disaster, sun spots, solar flares, terrorism, cable cut, storm or other similar occurrence, any law order, regulation, direction, action, or request by any government, civil or military authority, national emergencies, insurrections, riots, wars, labor difficulties, supplier failures, shortages, breaches, or delays, or suspension of existing Service in compliance with state and/or federal law, rules and regulations, or delays caused by you or your equipment.

14. Indemnity

You agree to indemnify and hold harmless ZeroOutages and its subsidiaries, affiliates, officers, agents, co-branders, licensors or other partners and employees from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (a) content you make available through the Service; (b) your use of the Service; (c) your violation of these TOS; (d) your violation of the AUP; (d) your violation of any rights of another; and (e) use of your account whether or not such usage is expressly authorized.

15. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A. YOUR USE OF OUR SERVICE IS AT YOUR SOLE RISK. OUR SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ZeroOutages EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA AND NON-INFRINGEMENT. BECAUSE SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

B. ZEROOUTAGES MAKES NO WARRANTY THAT (i) OUR SERVICE WILL MEET YOUR REQUIREMENTS, (ii) OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

C. ANY MATERIAL DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR BUSINESS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR THE USE OF OUR SITE.

D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZEROOUTAGES OR THROUGH OR FROM OUR SITE SHALL CREATE ANY WARRANTY. ADVICE OR INFORMATION RECEIVED VIA OUR SITE SHOULD NOT BE RELIED UPON FOR SIGNIFICANT PERSONAL, BUSINESS, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR PARTICULAR SITUATION.

16. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZeroOutages SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (WHETHER OR NOT ZeroOutages HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE OUR SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SITE; OR (v) ANY OTHER MATTER RELATING TO OUR SITE. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, ZeroOutages 'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF ANY OF THESE TERMS OF USE YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR SERVICE

17. Remedies of User

Your sole and exclusive remedy for any failure or non-performance of the Service shall be for ZeroOutages to use commercially reasonable efforts to effectuate an adjustment or repair of the Service and, in the event such downtime exceeds twenty-four consecutive hours, to receive a pro-rata refund or credit of or against any charges otherwise payable for the Service for the period of Service downtime.

18. Use of Materials, Marks and Information

The ZeroOutages company names and logos and all related product and service names, design marks and slogans are the property of ZeroOutages or its affiliates. You are not authorized to use any ZeroOutages name or mark in any advertising, publicity or in any other commercial manner without the prior written consent of ZeroOutages. You may use, copy and distribute the materials found on the Service for internal, noncommercial, informational services only. All copies that you make of the material must bear any copyright, trademark or other proprietary notice, which pertain to the material being copied. Except as authorized in this paragraph, you are not being granted a license under any copyright, trademark, patent or other intellectual property right in the material or the products, services, processes or technology described therein. All such rights are retained by ZeroOutages, its affiliates and/or any third party owner of such rights. Nothing contained in this Agreement may be construed to convey to you any interest in connection with the Service.

19. Dispute Resolution.

IT IS IMPORTANT THAT YOU READ THIS ENTIRE SECTION CAREFULLY. THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION. YOU CONTINUE TO HAVE CERTAIN RIGHTS TO OBTAIN RELIEF FROM A FEDERAL OR STATE REGULATORY AGENCY.

19.1 Binding Arbitration. The arbitration process established by this section is governed by the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 1-16. You have the right to take any dispute that qualifies to small claims court rather than arbitration. All other disputes arising out of, or related to, this Agreement (whether based in contract, tort, statute, fraud, misrepresentation or any other legal or equitable theory) must be resolved by final and binding arbitration. This includes any dispute based on any product, service or advertising having a connection with this Agreement and any dispute not finally resolved by a small claims court. The arbitration will be conducted by one arbitrator using the procedures described by this Section. If any portion of this Dispute Resolution Section is determined to be unenforceable, then the remainder shall be given full force and effect.

NO DISPUTE MAY BE JOINED WITH ANOTHER LAWSUIT, OR IN AN ARBITRATION WITH A DISPUTE OF ANY OTHER PERSON, OR RESOLVED ON A CLASS-WIDE BASIS. THE ARBITRATOR MAY NOT AWARD DAMAGES THAT ARE BARRED BY THIS AGREEMENT AND MAY NOT AWARD PUNITIVE DAMAGES OR ATTORNEYS' FEES UNLESS SUCH DAMAGES OR FEES ARE EXPRESSLY AUTHORIZED BY A STATUTE. YOU AND ZEROOUTAGES BOTH WAIVE ANY CLAIMS FOR AN AWARD OF DAMAGES THAT ARE EXCLUDED UNDER THIS AGREEMENT

19.2 Arbitration Information and Filing Procedures. This Agreement is governed by California law without regard to conflict of law provisions. Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration, and administered by the American Arbitration Association under its Commercial Arbitration Rules. Any such arbitration will be governed by California law and will be held in Irvine, California. The arbitrator will be an expert in the field of Internet routing systems. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. There shall be no class action arbitration pursuant to this agreement.

 

20. General

20.1 Non-transferable. Your right to use the Service is not transferable and is subject to any limits established by ZeroOutages, and by your credit card company if billing is through a credit card.

20.2 Governing Law. This Agreement and the Service shall be governed by the laws of the State of California, without regard to its conflicts of laws provisions. If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.

20.3 Entire Agreement. This Agreement and any modifications published by ZeroOutages over the Service, and the Pricing Terms and Conditions applicable to your Service, constitute the entire and only agreement between you and ZeroOutages with respect to the Service and supersede all other communications and agreements with regard to the subject matter hereof. Your use of the Service is also governed by ZeroOutages Acceptable Use Policy and Privacy Policy applicable to the Service, which are available online via the Service and which are subject to change by ZeroOutages from time to time.

20.4 No Third Party Rights. This Agreement does not provide any third party with a remedy, claim, or right of reimbursement.

20.5 Assignment. We can assign all or part of our rights or duties under this Agreement without notifying you. If we do that, we have no further obligations to you. You may not assign this Agreement or the Services without prior written consent.

20.6 Separability. If any part of this Agreement is found invalid, the rest of the Agreement will remain valid and enforceable.

20.7 Survival. Obligations and rights in connection with this Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, including, but not limited to those in Section 3: Equipment, Section 6: Service Rates and Charges, Section 7: Service Specific Billing Terms, Section 15: Disclaimer of Warranties, Section 16: Limitation of Liability, Section 17: Remedies of User, Section 19: Dispute Resolution, and Section 20: General, will survive the termination, cancellation or expiration of this Agreement.

20.8 Notice. Unless otherwise specified in this Agreement, notices to you may be made via either e-mail or regular mail to the addresses provided by the Company.

11/01/08 v5