SPRINT NETWORK ACCESS POINT (NAP)
TERMS AND CONDITIONS
The following terms and conditions govern Sprint's provision of network
connectivity Products and Services ("Products and Services")
to _____________________ ("Customer"). Products and Services include equipment,
facilities, programming or software provided by Sprint, but do not include certain
third party access lines which may be utilized with the Products and Services.
If Products and Services are or become subject to a tariff filed with the
Federal Communications Commission or any other regulatory institution
("Tariff"), the terms and conditions of such Tariff, including rates, shall
govern Customer's use of the Products and Services.
Sprint will provide a Type I/II connection to Sprint's Network Access Point
("NAP") in conjunction with NSF Cooperative Agreement No. NCR-9321072.
See Attachment A for definitions of Sprint NAP Access Types.
To be eligible for connection to the Sprint NAP, the Customer must have the
following:
o at least one bilateral peering (routing) agreement with another
ISP/NSP currently peering at the NAP
o 24 x 7 network operations center
o the capability to dispatch a customer provided technician to install or
replace failed components
o a WAN connection into the NAP with an aggregate bandwidth no less
than 45 Mbps (DS3)
1. Term
The initial one year term ("Initial Term") for Products and Services shall
begin on the first day of the month following the date of Sprint's notice
of service availability. Upon expiration, the Initial Term shall be
automatically extended for successive one (1) year periods ("Term"), unless
thirty (30) days prior to the end of the Initial Term or each such extension,
either (a)Customer or Sprint provides written notice to the other that it
does not want such extension, or (b) Customer executes a new Agreement for
Products and Services with a term longer than one (1) year
2. Rates
Rates for Products and Services provided hereunder are set forth in Attachment
B. Rates are fixed for 90 days after the first day of the Initial Term.
Thereafter Sprint will provide sixty (60) days advance written notice of
increased rates. In the event of such changes to rates, Customer may
terminate the Agreement without termination liability by providing written
notice to Sprint no later than thirty (30) days prior to the effective date
of such change. Otherwise, Customer will be billed according to the new
rates beginning on the effective date of such new rates.
3. Payment
Customer agrees to pay all charges incurred beginning on the date of service
availability. Recurring charges shall be invoiced monthly in advance and
payment in U.S. currency shall be due upon receipt.
Interest charges of 1 3/4 percent per month or the highest rate permitted by
law, whichever is less, will accrue daily on all amounts not paid within
thirty (30) days of the date of the invoice. Customer will pay all sales
and use taxes, as well as duties or levies, on Products and Services.
The Agreement is subject to Sprint's policies and procedures.
4. Termination
To terminate Products and Services, Customer must provide Sprint with thirty
(30) days prior written notice. In the event of early termination of any
Agreement, Customer will pay a lump sum Termination Charge equal to: (a)
one hundred percent (100%) of the monthly price for each Product and Service
terminated multiplied by the number of months remaining in the Term. In
addition to this Termination Charge, Customer shall pay a pro-rata amount
of any waived installation charges based on the number of months remaining
in the Initial Term. Customer will not be liable for the Termination Charge if
another Sprint product and service of the same or greater monthly price with a
term no less than the remaining months in the Term is ordered at the same time
as the notice of termination is received.
5. Rights and Obligations of Customer
A. Customer shall: (i) at its own expense provide all necessary preparations
required to comply with Sprint's installation and maintenance specifications,
(ii) be responsible for the costs of relocation of Products and Services once
installed, and (iii) provide to Sprint and to suppliers of communications lines
reasonable access to Customer's premises to perform any acts required by the
Agreement. The Customer shall conform to the Sprint's requirements set forth
in Attachment C (Collocated Equipment).
B. Customer shall properly use equipment provided by Sprint and shall
surrender such equipment to Sprint upon expiration or termination of the
Agreement. Customer shall be liable for any and all damages to Products
and Services located on Customer's premises excluding reasonable wear and tear,
and damages caused by Sprint.
C. Customer shall not nor shall it permit or assist others to: (i) use
Products and Services for any purpose other than that for which they are
intended, (ii) fail to maintain a suitable environment as specified by
Sprint, or (iii) alter, tamper with, adjust or repair the Products and
Services. Upon the occurrence of any of the above, Sprint shall be completely
released from any liability or obligation (including any warranty or indemnity
obligation) to Customer relative to the Products and Services; and Customer
shall be liable to Sprint for costs or damages incurred by Sprint resulting
therefrom.
D. Customer shall not nor shall it permit or assist others to abuse or
fraudulently use Products and Services, including but not limited to the following:
1. Obtaining or attempting to obtain service by any means or device with
intent to avoid payment; or
2. Unauthorized access, alteration, destruction, or any attempt thereof, of
any information of another Sprint customer by any means or device; or
3. Using Products and Services in violation of the law or in aid of any
unlawful act; or
4. Using Products and Services so as to interfere with the use of the '
Sprint network by other customers or authorized users or in a manner
which, in the sole opinion of Sprint, is not in accordance with
generally accepted standards of Internet access and use; or
5. Resell or redistribute any portion of the IP address space
associated with the NAP.
Upon the occurrence of any of the above, Sprint may suspend its performance
and/or terminate the Agreement with no further obligation to Customer.
6. Equipment or Software Not Provided by Sprint
A. Sprint shall not be responsible for the installation, operation, or
maintenance of equipment or software not provided by Sprint; nor shall Sprint
be responsible for the transmission or reception of information by such
equipment or software.
B. Customer shall be responsible for the selection, use and compatibility of
equipment or software not provided by Sprint. In the event that such equipment
or software impairs Customer's use of the Products and Services, Customer shall
nonetheless be liable for payment for Products and Services. Upon notice from
Sprint that the equipment or software not provided by Sprint is causing or is
likely to cause hazard, interference, or service obstruction Customer shall
eliminate such hazard, interference, or service obstruction. Sprint reserves
the right to disconnect the Products and Services until such hazard, interference,
or service obstruction is corrected. If requested by Customer, Sprint may, at
its then-current rates, troubleshoot difficulties caused by equipment or
software not provided by Sprint.
C. Sprint shall not be responsible if any changes in Products and Services
cause equipment or software not provided by Sprint to become obsolete,
require modification or alteration, or otherwise affect performance of such
equipment or software.
D. If Customer provides its own router to interface with the Products and
Services, then (i) Customer is fully responsible for the installation,
maintenance, and configuration of such Customer-provided router; (ii) Sprint
must approve in advance the make, model and/or software revision of a Customer
provided router; and (iii) Sprint shall have the right, in cooperation with
Customer, to set the initial configuration for the router's interface into
the Products and Services.
7. Rights and Obligations of Sprint
A. Sprint shall install, operate and maintain the Products and Services as
required herein.
B. Sprint warrants that Products and Services will be in good working order
and will conform to the Sprint's Specifications set forth in Attachment C
(Collocated Equipment). Customer's sole remedy for performance or non-performance
of Products and Services shall be repair or replacement of the Products
and Services.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
C. In no event shall Sprint be liable, either in contract or in tort, for
protection from unauthorized access of Customer's transmission facilities or
Customer premise equipment; or for unauthorized access to or alteration, theft,
or destruction of Customer's data files, programs, procedure, or information
through accident, fraudulent means or devices, or any other method, even if
Sprint has assisted Customer with access management functionality including,
but not limited to, access lists and firewalls.
D. Except to the extent caused by the negligence of Sprint, Sprint shall not
be liable for claims or damages resulting from or caused by: (i) Customer's
fault, negligence or failure to perform Customer's responsibilities; (ii)
claims against Customer by any other party (except for claims of copyright or
patent infringement as specified herein); (iii) any act or omission of any
other party; or (iv) equipment or services furnished by a third party.
E. For any claim arising under or related to this Agreement, Customer's
damages, if any, shall be limited to those actually proven as directly
attributable to Sprint, subject to the following limitation: Sprint will
not be liable under any circumstances for any lost profits or other
consequential damages, even if Sprint has been advised of the possibility
of such damages. Sprint's liability for damages to Customer for any cause
whatsoever, regardless of the form of action, and whether in contract or in tort,
including negligence, shall be limited to the lesser of $100,000 or the
monthly charges paid for the affected Products and Services during the preceding
twelve (12) months.
F. Upon default by Customer, Sprint may terminate and retake possession of
Products and Services (before, during, or after other actions to recover sums
hereunder), in which case Customer shall provide Sprint full and free access
to Products and Services for this purpose. Sprint's actions above shall not
waive Customer's obligation to pay for all charges due Sprint hereunder as
well as any other damages Sprint may have sustained because of Customer's default.
"Default" shall mean where Customer becomes subject of a voluntary or
involuntary bankruptcy, insolvency, reorganization or liquidation proceeding;
makes an assignment for the benefit of creditors; admits in writing its inability
to pay debts when due; or fails within fourteen (14) days after written
notice to remedy any breach of these terms and conditions.
8. Proprietary Rights and Information Protection
A. Sprint grants to Customer a non-exclusive and non-transferable license to
use programming or software which may be provided with or included in the
Products and Services for the sole purpose of enabling Customer to use such
Products and Services.
B. Title and property rights to Products and Services are and shall remain
with Sprint, whether or not embedded in or attached to realty.
C. Customer recognizes that Products and Services provided hereunder
constitute valuable trade secrets of Sprint or its suppliers. Customer
shall protect and keep confidential any programming and software used by
Customer which is provided with or included in the Products and Services,
and shall make no attempt to examine, copy, alter, reverse engineer, tamper
with, or otherwise misuse such programming and software.
D. Information that is identified as proprietary to either party which is
delivered or disclosed to the other party shall, for a period ending one (1)
year from the expiration or termination date of the Agreement, (i) be held
in confidence by the receiving party; (ii) be disclosed only to those employees or
authorized representatives on a need-to-know basis, and (iii) be used only in
fulfillment of the receiving party's obligations under the Agreement.
Neither party shall be liable for the disclosure or use of such data or
proprietary information which: (a) is, or becomes, publicly known, other than by
breach of this Agreement; (b) is obtained by the receiving party form a third
party without restriction, (c) is previously known by the receiving party; (d)
is, at any time, developed by the receiving party completely independent of any
disclosures hereunder; or (e) is required to be released by law.
9. Indemnities
A. If promptly notified of any action brought against Customer based on a
claim that Sprint provided Products and Services used by Customer infringe a
United States patent or copyright, Sprint will defend such action at its
expense and will pay any and all fees, costs, or damages that may be finally
awarded in such action or resulting settlement. In the event that a final
injunction is obtained against Customer prohibiting use of Products and
Services by reason of infringement of a United States patent or copyright,
Sprint will at its option either:
1. At its expense, procure the right for Customer to continue using the
Products and Services; or
2. Procure alternative Products and Services which furnish equivalent
functionality; or
3. Direct Customer to return such Products and Services to Sprint. The
agreement relating to such returned Products and Services shall
terminate.
B. Sprint will be indemnified and saved harmless by Customer from and against
all loss, liability, damage and expense, including reasonable counsel fees,
caused by:
1. Negligent acts or omissions of officers, employees, agents, or
contractors of Customer which arise out of or are caused by the
construction, installation, maintenance, presence, use or removal
of equipment or software not provided by Sprint which are connected
or are to be connected to the Products and Services; and which
result in claims and demands for damages to property or
for injury or death to persons, including payments made under
any Worker's Compensation Law or under any plan for employee's
disability or death benefits;
2. Any claims arising from information, data, or messages transmitted over
the network by Customer including, but not limited to, claims for
libel, slander, invasion of privacy, infringement of copyright,
and invasion and/or alteration of private records or data; and
3. Claims for infringement of patents arising from the use of equipment and
software not provided by Sprint in connection with Products and
Services.
10. General
A. Customer shall not assign or transfer the Agreement without the prior
written consent of Sprint. Sprint may, however, assign the Agreement to its
parent company or an affiliate with thirty (30) days notice.
B. Sprint will not be responsible for performance of its obligations
hereunder where delayed or hindered by war, riots, embargoes, strikes
(whether of Sprint or others), casualties, accidents, or other occurrences
beyond Sprint's control. Sprint shall notify Customer in the event of any
of the foregoing occurrences. Should such occurrence continue for more than
sixty (60) days, Sprint or Customer may cancel the affected Products and
Services with no further liability.
C. The provision of Products and Services hereunder is subject to Sprint's
continuing approval of Customer's credit-worthiness. Customer shall furnish
financial information as Sprint may from time to time reasonably request to
determine Customer's credit-worthiness.
D. Any disputes or claims arising out of or related to the Agreement shall be
brought within one (1) year of the occurrence.
E. These terms and conditions may not be modified except by written amendment
by the parties. No agent, employee, or representative of Sprint or Customer
has authority to bind the parties to any representation or warranty unless such
is specifically included in these terms and conditions, the Agreement, or
written amendments thereto.
F. Notice to the parties of disputes arising under the Agreement shall be
Agreement. All other notices may be sent by regular mail.
Notice to Sprint shall be to:
Sprint
13221 Woodland Park Rd.
Herndon, VA 22071
Attn.: Contract Administration, VAHRNA0608
G. The parties shall attempt to resolve all disputes arising out of or
related to this Agreement through good faith negotiations. In the event that
the parties cannot reach an agreement, any dispute arising out of or relating
to this Agreement will be finally settled by arbitration in accordance with
the rules of the American Arbitration Association. The arbitration will be
governed by the United States Arbitration Act, 9 U.S.C. Sec. 1, et. seq.,
and judgment upon the award rendered by the arbitrator(s) may be entered by
any court with jurisdiction. The arbitration will be held in the Kansas City,
MO metropolitan area.
H. The Agreement, including these terms and conditions, shall be construed and
enforced in accordance with, and the validity and performance hereof shall be
governed by, the laws of the state of Kansas.
IN WITNESS WHEREOF, the parties hereto, each by a duly authorized officer,
have caused this Agreement to be executed as of the last date written below.
SPRINT COMMUNICATIONS COMPANY
LIMITED PARTNERSHIP
______________________________ _________________________
Signature Signature
______________________________ _________________________
Name Name
______________________________ _________________________
Title Title
______________________________ _________________________
Date Date
Attachment A
Sprint NAP Access Types *(pictures in original document omitted)*
To promote a variety of access methods Sprint has established two options for
customer connectivity to the NAP. These are outlined below.
Type I
The NSP terminates a WAN connection to an NSP-provided router collocated at
the Sprint NAP. This connection type allows the placement of a customer-owned
router in the NAP with direct attachment to the NAP LAN via an FDDI interface
currently supported by the NAP. The WAN service provider is of the NSP's
selection. The minimum transmission rate is DS3.
Customer must provide the DS3 CSU/DSU and router interface cable. Sprint will
provide the FDDI DAS (dual-attached station) multimode fiber cabling to connect
the customer's router to the NAP LAN.
Figure 1. Type I NAP Access Method
Note: For reasons of space planning and configuration control, each collocated
router is permitted to terminate only one (1) serial WAN connection. T
here is no limit to the number of WAN connections a customer can bring into the
NAP, except that each WAN connection must terminate to a separate router.
Separate collocation and NAP attachment fees may apply.
Type II
The NSP-provided router terminates a network connection using Sprint's ATM
User-to-Network Interface (UNI) at the Sprint NAP. This connection type
allows the placement of a customer-owned router in the NAP with direct
attachment to the LAN via an FDDI interface currently supported by the
NAP. Sprint will provide two options for the customer-provided router to
connect to the local Sprint
ATM switch:
Option 1
o Customer provides an ATM CSU/DSU to connect to a HSSI router
port provided by the customer.
The service demarcation point shall be on the router side of the CSU/DSU.
Customer shall also provide the HSSI interface cable to the router.
Option 2
o Sprint provides a direct connection to a compatible ATM router
interface provided by the customer (e.g., Cisco AIP).
The service demarcation point shall be at the end of the
multimode fiber cable provided by Sprint.
Figure 2. Type II NAP Access Method
Note: For reasons of space planning and configuration control, each collocated
router is permitted to terminate only one (1) serial WAN connection. There is
no limit to the number of WAN connections a customer can bring into the NAP,
except that each WAN connection must terminate to a separate router.
Separate collocation and NAP attachment fees may apply.
Attachment B
Products, Services and Prices
Except where designated, all charges below are monthly fees. The physical
connection can be provided by Sprint or another carrier.
Connection Facility Port Total Install Fee
Type Fee Fee Monthly NRC