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Agreement for Services

About this agreement, our services, and your rights

Viya® Service(s) will be provided to you (“you,” “your,” or “Customer”) on the terms and
conditions set forth in this Agreement for Services (the “Agreement”) and applicable law by the
operating company that (i) owns and/or operates the cable television system in your area and/or
(ii) is the Viya Internet service provider (“Viya,” “we,” “us,” or “our”) and/or (iii) is the Viya
Mobile service provider. Service(s) may include, but are not limited to, Viya TV+ cable
television service (“Viya TV+”), Viya Internet service including Viya WiFi+ (“Viya Internet”),
and Viya Mobile services including mobile telephone and MiFi data hot spots (each a “Service”
and collectively the “Services”). The Service(s) do not include Viya owned or controlled
websites such as viyavi.com or Viya.vi. Those websites have their own terms of service and
policies that are accessible directly from those sites.

We may change our prices, fees, the Service(s) and/or the terms and conditions of this
Agreement in the future. Unless this Agreement or applicable law specifies otherwise, we will
give you thirty (30) days prior notice of any significant change to this Agreement. If you find the
change unacceptable, you have the right to cancel your Service(s). However, if you continue to
receive Service(s) after the end of the notice period (the “Effective Date”) of the change, you
will be considered to have accepted the changes. You may not modify this Agreement by making
any typed, handwritten, or any other changes to it for any purpose.
Note: This Agreement contains a binding arbitration provision in Section 13 that affects your
rights under this Agreement with respect to all Service(s). These terms and conditions are subject
to applicable tariffs and service guides.

General Terms And Conditions

  1. ACCEPTANCE OF THIS AGREEMENT

    You will have accepted this Agreement and be bound by its terms if you use the Service(s) or
    otherwise indicate your affirmative acceptance of such terms.

  1. CHARGES AND BILLINGS
    • Charges, Fees, and Taxes You Must Pay. You agree to pay all charges associated with the Service(s), including, but not limited to, installation/service call charges, monthly service charges, Viya Equipment (as defined below) charges, measured and per call charges, applicable federal, state, and local taxes and fees (however designated), regulatory recovery fees for municipal, state and federal government fees or assessments imposed on Viya, permitted fees and cost recovery charges, or any programs in which Viya participates, including, but not limited to, public, educational, and governmental access, universal service, telecom relay services for the visually/hearing impaired, rights-of-way access, and programs supporting the 911/E911 system and any fees or payment obligations imposed by governmental or quasi-governmental bodies for the sale, installation, use, or provision of the Service(s). YOU WILL BE RESPONSIBLE FOR PAYING ANY GOVERNMENT IMPOSED FEES AND TAXES THAT BECOME APPLICABLE RETROACTIVELY. We will provide you with notice and an effective date of any change in our prices or fees, unless the change in price is related to a change in governmental or quasi-governmental taxes, fees, or assessments, in which case we may elect not to provide notice except where required by applicable law. Not all fees apply to all Service(s).
    • How We Will Bill You. Unless you are subject to a minimum term arrangement, Service(s) are provided to you on a month-to-month basis. You will generally be billed monthly, in advance, for recurring service charges, equipment charges, and fees. YOU MUST PAY, ON OR BEFORE THE DAY WE INSTALL ANY OR ALL OF THE SERVICE(S), THE FIRST MONTH’S SERVICE CHARGES, VIYA EQUIPMENT CHARGES, ANY DEPOSITS, AND ANY INSTALLATION CHARGES. Your first bill may include pro-rated charges from the date you first begin receiving Service(s), as well as monthly recurring charges for the next month and charges for non-recurring services you have received. You may be billed for some Service(s) individually after they have been provided to you; charges for pay-per-view movies or events, interactive television, and e-commerce. If you receive Service(s) under a promotion, after the promotional period ends, regular charges for the Service(s) will apply. We do not waive our rights to collect the full balance owed to us by accepting partial payment. We will apply the partial payment to the outstanding charges in the amounts and proportions that we determine.
    • Third-Party Charges That Are Your Responsibility. You acknowledge that you may incur charges with third-party service providers such as accessing on-line services, purchasing or subscribing to other offerings via the Internet or interactive options on your Viya Video Service that are separate and apart from the amounts charged by us. You are solely responsible for all such charges payable to third parties, including all applicable taxes. In addition, you are solely responsible for protecting the security of credit card and other personal information provided to others in connection with such transactions.
    • Alternative Billing Arrangements. Viya may agree to provide billing services on behalf of third parties, as the agent of the third party. Any such third-party charges shall be payable pursuant to any contract or other arrangement between you and the third party. We will not be responsible for any dispute regarding these charges between you and any third party. You must address all such disputes directly with the third party.
    • Payment by Credit Card or Check. If you use a credit card to pay for the Service(s), use of the card is governed by the card issuer agreement, and you must refer to that agreement for your rights and liabilities as a cardholder. If Viya does not receive payment from your credit card issuer or its agents, you agree to pay all amounts due upon demand. If you make payment by check, you authorize Viya to collect your check electronically. You agree that you may not amend or modify this Agreement with any restrictive endorsements (such as “paid in full”), or other statements or releases on or accompanying checks or other payments accepted by Viya and any such notations shall have no legal effect.
    • Our Remedies if You Pay Late or Fail to Pay. 1. Late or Non-Payments: You may be billed fees, charges, and assessments related to late or non-payments if for any reason (a) Viya does not receive payment for the Service(s) by the payment due date or (b) you pay less than the full amount due for the Service(s). 2. Fees Not Considered Interest or Penalties: Viya does not anticipate that you will fail to pay for the Service(s) on a timely basis, and we do not extend credit to customers. Any fees, charges, and assessments due to late payment or nonpayment are liquidated damages intended to be a reasonable advance estimate of our costs resulting from late payments and non-payments. These costs will be difficult to calculate or to predict when we set such fees, charges, and assessments, because we cannot know in advance: (a) whether you will pay for the Service(s) on a timely basis, if ever; (b) if you do pay late, when you will actually pay; and (c) what costs we will incur because of your late payment or non-payment. 3. Collection Costs: If we use a collection agency or attorney to collect money owed by you, you agree to pay the reasonable costs of collection. These costs include, but are not limited to, any collection agency’s fees, reasonable attorneys’ fees, and arbitration or court costs. 4. Suspension/Disconnect: If you fail to pay the full amount due for any or all of the Service(s) then Viya, at its sole discretion in accordance with and subject to applicable law, may suspend or disconnect any or all the Service(s) you receive.
    • Reconnection Fees and Related Charges. If you resume Service(s) after any suspension, we may require you to pay a reconnection fee. If you reinstate any or all Service(s) after disconnection, we may require you to pay an installation fee and/or service activation fee. These fees are in addition to all past due charges and other fees. Reconnection of the Service(s) is subject to our credit policies, this Agreement and applicable law.
    • Our Right to Make Credit Inquiries. YOU AUTHORIZE VIYA TO MAKE INQUIRIES AND TO RECEIVE INFORMATION ABOUT YOUR CREDIT EXPERIENCE FROM OTHERS, TO ENTER THIS INFORMATION IN YOUR FILE, AND TO DISCLOSE THIS INFORMATION CONCERNING YOU TO APPROPRIATE THIRD PARTIES FOR REASONABLE BUSINESS PURPOSES. REASONABLE BUSINESS PURPOSES.
    • Your Responsibilities Concerning Billing Questions. Subject to applicable law, if you intend to dispute a charge or request a billing credit, you must contact Viya within sixty (60) days of the date on the bill. You waive any disputes or credits that you do not report within sixty (60) days.
  1. REFUNDABLE DEPOSIT

    We may require you to pay a refundable deposit when you activate the Service(s), if you add Viya Equipment and/or Service(s) or if you fail to pay any amounts when they are due. If we disconnect your Service(s) or are otherwise required under applicable law to refund the deposit, we shall within forty-five (45) days or as otherwise specified by applicable law return a sum equal to the deposit(s) you paid (without interest unless otherwise required by law) minus any amounts due on your account (including without limitation, any amounts owed for the Service(s) or for any Viya Equipment that is damaged, altered, or not returned).

  1. CHANGES TO SERVICES

    Subject to applicable law, we have the right to change our Service(s), Viya Equipment and rates or charges, at any time with or without notice. We also may rearrange, delete, add to, or otherwise change programming or features or offerings contained in the Service(s), including, but not limited to, content, functionality, hours of availability, customer equipment requirements, speed, and upstream and downstream rate limitations. If we do give you notice, it may be provided on your monthly bill, as a bill insert, email, in a newspaper or other communication permitted under applicable law. If you find a change in the Service(s) unacceptable, you have the right to cancel your Service(s). However, if you continue to receive Service(s) after the change, this will constitute your acceptance of the change.

  1. ACCESS TO YOUR PREMISES AND CUSTOMER EQUIPMENT
    • Premises. You agree to allow us and our agents the right to enter your property at which the Service(s) and/or Viya Equipment will be provided (the “Premises”) at reasonable times, for purposes of installing, configuring, maintaining, inspecting, upgrading, replacing and removing the Service(s) and/or Viya Equipment used to receive any of the Service(s). You warrant that you are either the owner of the Premises or that you have the authority to give us access to the Premises. If you are not the owner of the Premises, you are responsible for obtaining any necessary approval from the owner to allow us and our agents into the Premises to perform the activities specified above. In addition, you agree to supply us or our agent, if we ask, the owner’s name, address, and phone number and/or evidence that the owner has authorized you to grant access to us and our agents to the Premises.
    • Customer Equipment. Customer Equipment means software, hardware or services that you elect to use in connection with the Service(s) or Viya Equipment. You agree to allow us and our agents the rights to insert cable cards and other hardware in the Customer Equipment, send software, firmware, and/or other programs to the Customer Equipment and install, configure, maintain, inspect and upgrade the Customer Equipment and Viya Equipment. You warrant you are either the owner of the Customer Equipment or that you have the authority to give us access to the Customer Equipment. If you are not the owner of the Customer Equipment, you are responsible for obtaining any necessary approval from the owner to allow us and our agents access to the Customer Equipment to perform the activities specified above. In addition, you agree to supply us or our agents, if we ask, the owner’s name, address and phone number and/or evidence that the owner has authorized you to grant access to us and our agents to the Customer Equipment to perform the activities specified above.
  1. MAINTENANCE AND OWNERSHIP OF EQUIPMENT AND SOFTWARE
    • Viya Equipment. “Viya Equipment” means any equipment provided by Viya such as gateways, routers, cable modems, voice-capable modems, wireless gateway/routers, CableCARDs, converters, digital adapters, remote controls, and any other equipment provided or leased to you by us or our agents, excluding equipment purchased by you from Viya and Customer Equipment. Viya Equipment also includes any software, firmware, or other programs contained within Customer Equipment or Viya Equipment. You agree that all Viya Equipment belongs to us or other third parties and will not be deemed fixtures or in any way part of the Premises. You agree to use Viya Equipment only for the Service(s) pursuant to this Agreement. We may remove or change the Viya Equipment at our discretion at any time the Service(s) are active or following the termination of your Service(s). You acknowledge and agree that our addition or removal of or change to the Viya Equipment may interrupt your Service(s). You may not sell, lease, abandon, or give away the Viya Equipment, or permit any other provider of video or broadband Internet (high speed data) services to use the Viya Equipment. The Viya Equipment may only be used in the Premises. At your request, we may relocate the Viya Equipment in the Premises for an additional charge, at a time agreeable to you and us. YOU UNDERSTAND AND ACKNOWLEDGE THAT IF YOU ATTEMPT TO INSTALL OR USE THE VIYA EQUIPMENT OR SERVICE(S) AT A LOCATION OTHER THAN THE PREMISES, THE SERVICE(S) MAY FAIL TO FUNCTION OR MAY FUNCTION IMPROPERLY. You agree that you will not allow anyone other than Viya or its agents to service the Viya Equipment. We suggest that the Viya Equipment in your possession be covered by your homeowners, renters, or other insurance. You will be directly responsible for loss, repair, replacement and other costs, damages, fees and charges if you do not return the Viya Equipment to us in an undamaged condition.
    • Customer Equipment. 1. Responsibility: Viya has no responsibility for the operation or support, maintenance, or repair of any Customer Equipment including, but not limited to, Customer Equipment to which Viya or a third party has sent software or “downloads.” o For VIYA Video AND VIYA Internet Customers. You agree by using the Service(s), you are enabling and authorizing (i) Viya, its authorized agents and equipment manufacturers to send code updates to the Viya Equipment and Customer Equipment, including, but not limited to, cable modems, digital interactive televisions with CableCARDs, and voice- capable modems at any time it is determined necessary to do so as part of the Service(s): and (ii) Viya and its authorized agents to use the Viya Equipment, Customer Equipment and Inside Wiring connected to our cable network to provide the Service(s) to you and others, including, but not limited to, the Viya Internet WiFi Home Hotspot ("HHS"). Such code updates may change, add or remove features or functionality of any such equipment or the Service(s). 2. No Unauthorized Devices or Tampering: You agree not to attach or assist any person to attach, any unauthorized device to our cable network, Viya Equipment or the Service(s). If you make or assist any person to make any unauthorized connection or modification to Viya Equipment or the Service(s) or any other part of our cable network, we may terminate your Service(s) and recover such damages as may result from your actions. You also agree that you will not attach anything to the Inside Wiring, Viya Equipment, or Customer Equipment, whether installed by you or us, which singly or together impairs the integrity of our cable network or degrades our cable network’s signal quality or strength or creates signal leakage. 6 You also agree that we may recover damages from you for tampering with any Viya Equipment or any other part of our cable network or for receiving unauthorized Service(s). You agree that it would be difficult, if not impossible, to calculate precisely the lost revenue resulting from your receipt of unauthorized Service(s) or the tampering with Viya Equipment or our cable network. You therefore agree to pay us as liquidated damages, the sum of three hundred dollars ($300.00) per device used to receive the unauthorized Service(s) in addition to our cost to replace any altered, damaged, or unreturned Viya Equipment or other equipment owned by Viya, including any incidental costs. The unauthorized reception of the Service(s) may also result in criminal fines and/or imprisonment.
    • Inside Wiring. You may install wiring inside your Premises ("Inside Wiring"), such as additional cable wiring and outlets, provided it does not interfere with the normal operations of our cable network. If you have us install Inside Wiring, we will charge you for that service. Regardless of who installed it, we consider the Inside Wiring your property or the property of whomever owns the Premises. Accordingly, you are responsible for the repair and maintenance of the Inside Wiring, unless you and Viya have agreed otherwise in writing. (If you do not own the Premises, contact your landlord or building manager about the installation, repair or maintenance of Inside Wiring.) If you have us repair or maintain the Inside Wiring, we will charge you for that service.
    • End User Software Licenses. Your use of the software, firmware, and other programs contained within the Viya Equipment, and of any other software or plug-ins to such software distributed or used in connection with the Services shall comply with the terms of the Viya Software License Agreement (if any), and any other end user license agreements accompanying such software, as such agreements may be amended from time to time. All such agreements are incorporated in this Agreement by reference. When this Agreement terminates, all end user licenses also terminate; you agree to destroy at that time all versions and copies of all software received by you in connection with the Services.
  1. USE OF SERVICES

    You agree that the Service(s) and the Viya Equipment will be used only for personal, residential, non-commercial purposes, unless otherwise specifically authorized by us in writing. You will not use the Viya Equipment at any time at an address other than the Premises without our prior written authorization. You agree and represent that you will not resell or permit another to resell the Service(s) in whole or in part. You will not use or permit another to use the Viya Equipment or the Service(s), directly or indirectly, for any unlawful purpose, including, but not limited to, in violation of any posted Viya policy applicable to the Service(s). Use of the Viya Equipment or Service(s) for transmission, communications or storage of any information, data or material in violation of any U.S. federal, state or local regulation or law is prohibited. You acknowledge that you are accepting this Agreement on behalf of all persons who use the Viya Equipment and/or Service(s) at the Premises and that you shall have sole responsibility for ensuring that all other users understand and comply with the terms and conditions of this Agreement and any applicable Viya policies including, but not limited to, acceptable use and privacy policies. You further acknowledge and agree that you shall be solely responsible for any transactions, including, without limitation, purchases made through or in connection with the Service(s). You agree to indemnify, defend and hold harmless Viya and its affiliates, suppliers, and agents against all claims and expenses (including reasonable attorneys’ fees) arising out of the use of the Service(s), the Viya Equipment and/or the Customer Equipment or the breach of this Agreement or any of the applicable Viya policies by you or any other user of the Service(s) at the Premises. 

    The Viya Acceptable Use Policy (“AUP”) and other policies concerning Viya Services are posted at Viya Policies (or an alternative website if we so notify you) apply to all Viya Services and are incorporate into this Agreement and binding on the Customer. You further agree that Viya may modify the AUP or other policies from time to time. Notwithstanding anything to the contrary in this Agreement, YOU ACKNOWLEDGE AND AGREE THAT THE TERMS OF THE AUP AND ANY OTHER APPLICABLE VIYA POLICIES MAY BE PUT INTO EFFECT OR REVISED FROM TIME TO TIME WITH OR WITHOUT NOTICE BY POSTING A NEW VERSION OF THE AUP OR POLICY AS SET FORTH ABOVE. YOU AND OTHER USERS OF THE SERVICE(S) SHOULD CONSULT THE AUP AND ALL POSTED POLICIES REGULARLY TO CONFORM TO THE MOST RECENT VERSION. 

  1. ASSIGNABILITY

    This Agreement and the Service(s) furnished hereunder may not be assigned by you. You agree to notify us immediately of any changes of ownership or occupancy of the Premises. We may freely assign our rights and obligations under this Agreement with or without notice to you.

  1. TERMINATION OF THIS AGREEMENT
    • Term. This Agreement will be in effect from the time that the Service(s) are activated until (1) it is terminated as provided for by this Agreement or by any addendum to this Agreement or (2) it is replaced by a revised Agreement. If you self-install Viya Equipment, Service(s) charges begin the earliest of (1) the day on which you picked up Viya Equipment at our service center, (2) the day you install the Service(s), or (3) five (5) days after the date we ship the Viya Equipment to you. If you self-install a voice capable modem, cable modem, or converter you obtained from a source other than Viya, charges begin the day your order for the Service(s) is entered into our billing system. The option to self-install a voice capable modem, cable modem, or converter and/or to use a non-Viya-supplied voice capable modem, cable modem or converter is subject to availability.
    • Termination by You. Unless you have signed a minimum term addendum, you may terminate this Agreement for any reason at any time by notifying Viya in one of three ways: (1) send a written notice to the postal address of your local Viya business office; (2) send an electronic notice to the email address specified on www.viya.vi; or (3) call our customer service line during normal business hours. Subject to applicable law or the terms of any agreements with governmental authorities, all applicable fees and charges for the Service(s) will accrue until this Agreement has terminated, the Service(s) have been disconnected, and all Viya Equipment has been returned. We will refund all prepaid monthly service fees charged for Service(s) after the date of termination (less any outstanding amounts due Viya for the Service(s), affiliate services, Viya Equipment, or other applicable fees and charges). If Customer has agreed to a minimum term of service, upon Customer termination of Service prior to the minimum term of service, Customer shall be liable for the difference between the Total Revenue Commitment and the total monthly recurring charges paid by Customer under this Agreement prior to the termination date. Total Revenue Commitment refers to the total amount Customer would owe if they used the Service for the entire term of the agreement. Additional terms and conditions may apply based on the promotion in effect at the time the Customer initiated Service.
    • Suspension and Termination by Viya. Under the conditions listed below, Viya reserves the right, subject to applicable law, to act immediately and without notice to terminate or suspend the Service(s) and/or to remove from the Service(s) any information transmitted by or to any authorized users (e.g., email or voicemail). Viya may take these actions if it: (1) determines that your use of the Service(s) does not conform with the requirements set forth in this Agreement, including the Acceptable Use Policy, (2) determines that your use of the Service(s) interferes with Viya’s ability to provide the Service(s) to you or others, (3) reasonably believes that your use of the Service(s) may violate any laws, regulations, or written and electronic instructions for use, or (4) reasonably believes that your use of the Service(s) interferes with or endangers the health and/or safety of our personnel or third parties. Viya’s action or inaction under this Section shall not constitute review or approval of your or any other users’ use of the Service(s) or information transmitted by or to you or users.
    • Your Obligations Upon Termination. You agree that upon termination of this Agreement you will do the following: 1. You will immediately cease all use of the Service(s) and all Viya Equipment; 2. You will pay in full for your use of the Service(s) up to the date that this Agreement has been terminated and the Service(s) are disconnected; and 3. Within ten (10) days of the date on which Service(s) are disconnected, you will return all Viya Equipment to us at our local business office or to our designee in working order, normal wear and tear excepted. Otherwise, you will be charged the amount set forth in the current pricing lists for such Viya Equipment, or the revised amount for which you receive notice; if no amount has been specified for the particular model of Viya Equipment, you will be charged the retail price for a new replacement. You may also be charged incidental costs that we incur in replacing the Viya Equipment. Upon our request during regular business hours at a time agreed upon by you and us, you will permit us and our employees, agents, contractors, and representatives to access the Premises during regular business hours to remove all Viya Equipment and other material provided by Viya.
  1. LIMITED WARRANTY

    THE VIYA EQUIPMENT AND THE SERVICE(S) ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VIYA NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS WARRANT THAT THE VIYA EQUIPMENT OR THE SERVICE(S) WILL MEET YOUR REQUIREMENTS, PROVIDE9 UNINTERRUPTED USE, OR OPERATE AS REQUIRED, WITHOUT DELAY, OR WITHOUT ERROR. NEITHER VIYA NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS WARRANT THAT ANY COMMUNICATIONS WILL BE TRANSMITTED IN UNCORRUPTED FORM. ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF PERFORMANCE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, ARE HEREBY DISCLAIMED AND EXCLUDED UNLESS OTHERWISE PROHIBITED OR RESTRICTED BY APPLICABLE LAW.

  1. TERMINATION OF THIS AGREEMENT
    • Application. The limitations of liability set forth in this Section apply to any acts, omissions, and negligence of Viya and its underlying third-party service providers, agents suppliers, distributors, licensors and business partners (and their respective officers, employees, agents, contractors or representatives) which, but for that provision, would give rise to a cause of action in contract, tort or under any other legal doctrine.
    • Customer Equipment. CUSTOMER EQUIPMENT MAY BE DAMAGED OR SUFFER SERVICE OUTAGES AS A RESULT OF THE INSTALLATION, SELF-INSTALLATION, USE, INSPECTION, MAINTENANCE, UPDATING, REPAIR, AND REMOVAL OF VIYA EQUIPMENT, CUSTOMER EQUIPMENT AND/OR THE SERVICES. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER VIYA NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, OR DESTRUCTION TO THE CUSTOMER EQUIPMENT. IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY VIYA, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS. WE SHALL PAY AT OUR SOLE DISCRETION FOR THE REPAIR OR REPLACEMENT OF THE DAMAGED CUSTOMER EQUIPMENT UP TO A MAXIMUM OF $500. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH ACTIVITY.
    • Other Services or Equipment. BY ACCEPTING THIS AGREEMENT, YOU WAIVE ALL CLAIMS AGAINST VIYA FOR INTERFERENCE, DISRUPTION, OR INCOMPATIBILITY BETWEEN THE VIYA EQUIPMENT OR THE SERVICE(S) AND ANY OTHER SERVICE, SYSTEMS, OR EQUIPMENT. IN THE EVENT OF SUCH INTERFERENCE, DISRUPTION, OR INCOMPATIBILITY, YOUR SOLE REMEDY SHALL BE TO TERMINATE THE SERVICE(S) IN ACCORDANCE WITH SECTION 9.
    • Software. When you use certain features of the Service(s), such as online features (where available), you may require special software, applications, and/or access to the Internet. Viya makes no representation or warranty that any software or application installed on Customer Equipment, downloaded to Customer Equipment, or available through the Internet does not contain a virus or other harmful feature. It is your sole responsibility to take appropriate precautions to protect any Customer Equipment from damage to its software, files, and data as a result of any such virus or other harmful feature. We may, but are not required to, terminate all or any portion of the installation or operation of the Service(s) if a virus or other harmful feature or software is found to be present on your Customer Equipment. We are not required to provide you with any assistance in removal of viruses. If we decide, in our sole discretion, to install or run virus check software on your Customer Equipment, we make no representation or warranty that the virus check software will detect or correct any or all viruses. You acknowledge that you may incur additional charges for any service call made or required on account of any problem related to a virus or other harmful feature detected on your Customer Equipment. NEITHER VIYA NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY HARDWARE, SOFTWARE, FILES, OR DATA RESULTING FROM A VIRUS, ANY OTHER HARMFUL FEATURE, OR FROM ANY ATTEMPT TO REMOVE IT. In addition, as part of the installation process for the software and other components of the Service(s), system files on your Customer Equipment may be modified. Viya does not represent, warrant or covenant that these modifications will not disrupt the normal operations of any Customer Equipment including without limitation your computer(s), or cause the loss of files. Viya does not represent, warrant, or covenant that the installation of the special software or applications or access to our Web portal(s) will not cause the loss of files or disrupt the normal operations of any Customer Equipment, including, but not limited to, your computer(s). FOR THESE AND OTHER REASONS, YOU ACKNOWLEDGE AND UNDERSTAND THE IMPORTANCE OF BACKING UP ALL FILES TO ANOTHER STORAGE MECHANISM PRIOR TO SUCH ACTIVITIES. YOU UNDERSTAND AND ACCEPT THE RISKS IF YOU DECIDE NOT TO BACK UP FILES. NEITHER VIYA NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE TO OR LOSS OF ANY SOFTWARE, FILES, OR DATA.
    • Disruption of Service. The Service(s) are not fail-safe and are not designed or intended for use in situations requiring fail-safe performance or in which an error or interruption in the Service(s) could lead to severe injury to business, persons, property, or environment (“High Risk Activities”). These High Risk Activities may include, without limitation, vital business, or personal communications, or activities where absolutely accurate data or information is required. You expressly assume the risks of any damages resulting from High Risk Activities. We shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Service(s), directly or indirectly caused by, or proximately resulting from, any circumstances beyond our control, including, but not limited to, causes attributable to you or your property; inability to obtain access to the Premises; failure of any signal at the transmitter; failure of a communications satellite; loss of use of poles, or other utility facilities; strike; labor dispute; riot or insurrection; war; explosion; malicious mischief; fire, flood, lightning, earthquake, wind, ice, extreme weather conditions, or other acts of God; failure or reduction of power; or any court order, law, act or order of government restricting or prohibiting the operation or delivery of the Service(s). In all other cases of an interruption of the Service(s), you shall be entitled upon a request made within sixty (60) days of such interruption, to a pro rata credit for any Service(s) interruption exceeding twenty-four consecutive hours after such interruption is reported to us, or such other period of time as may be specifically provided by law. Unless specifically provided by law, such credit shall not exceed the fixed monthly charges for the month of such Service(s) interruption and excludes all nonrecurring charges, one-time charges, per call or measured charges, regulatory fees and surcharges, taxes and other governmental and quasi-governmental fees. EXCEPT AND UNLESS SPECIFICALLY PROHIBITED BY LAW, SUCH CREDIT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR AN INTERRUPTION OF SERVICE(S). Any credits provided by Viya are at our sole discretion and in no event shall constitute or be construed as a course of conduct by Viya.
    • Third Parties. Notwithstanding anything to the contrary in this Agreement, you acknowledge and understand that we may use third parties to provide components of the Service(s), including without limitation, their services, equipment, infrastructure, or content. Viya is not responsible for the performance (or non-performance) of third-party services, equipment, infrastructure, or content, whether or not they constitute components of the Service(s). Viya shall not be bound by any undertaking, representation or warranty made by an agent, or employee of Viya or of our underlying third-party providers and suppliers in connection with the installation, maintenance, or provision of the Service(s), if that undertaking, representation, or warranty is inconsistent with the terms of this Agreement. In addition, you understand that you will have access to the services and content of third parties through the Service(s), including without limitation that of content providers [whether or not accessible directly from the Service(s)]. Viya is not responsible for any services, equipment, infrastructure, and content that are not provided by us [even if they are components of the Service(s)], and we shall have no liability with respect to such services, equipment, infrastructure, and content. You should address questions or concerns relating to such services, equipment, infrastructure, and content to the providers of such services, equipment, infrastructure, and content. We do not endorse or warrant any third-party products, services, or content that are distributed or advertised over the Service(s).
    • Damages. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER VIYA NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS OR BUSINESS PARTNERS SHALL UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO,TRESPASS, CONVERSION, TORT OR CONTRACT) HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR THE FOLLOWING LOSSES, DAMAGES, OR COSTS: (1) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, TREBLE, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURIES, OR DEATH) THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH (a) YOUR RELIANCE ON OR USE OF THE EQUIPMENT OR THE SERVICE(S); (b) THE INSTALLATION, SELF-INSTALLATION, MAINTENANCE, FAILURE, OR REMOVAL OF THE SERVICE(S) (INCLUDING, BUT NOT LIMITED TO, ANY MISTAKES, OMISSIONS, INTERRUPTIONS, COMPUTER OR OTHER HARDWARE OR SOFTWARE BREACH, FAILURES OR MALFUNCTIONS, DELETION OR CORRUPTION OF FILES, WORK STOPPAGE, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION, OR FAILURE OF PERFORMANCE OF THE SERVICE(S), THE EQUIPMENT, OR THE CUSTOMER EQUIPMENT, OR ANY OTHER MISTAKES, OMISSIONS, LOSS OF CALL DETAIL, EMAIL, VOICEMAIL, OR OTHER INFORMATION OR DATA); (c) THE USE OF VIYA EQUIPMENT OR CUSTOMER EQUIPMENT TO PROVIDE THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM OTHERS ACCESSING CUSTOMER EQUIPMENT,VIYA’S NETWORK, OR THE CONTENTS OF YOUR TRANSMISSIONS MADE THROUGH THE SERVICE(S), OR YOUR USE OF FILE SHARING, PRINT SHARING, OR OTHER CAPABILITIES THAT ALLOW OTHERS TO GAIN ACCESS TO YOUR COMPUTER NETWORK. OR (2) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, LEGAL FEES, OR OTHER COSTS THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE VIYA EQUIPMENT OR THE SERVICE(S) BY YOU OR ANY OTHER PERSON OR ENTITY INFRINGES UPON THE CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
    • Customer’s Sole Remedies. Your sole and exclusive remedies under this Agreement are as expressly set forth in this Agreement.
    • Survival of Limitations. All representations, warranties, indemnifications, and limitations of liability contained in this Agreement shall survive the termination of this Agreement; any other obligations of the parties hereunder shall also survive, if they relate to the period before termination or if, by their terms, they would be expected to survive such termination.
  1. INDEMNIFICATION AND LIABILITY OF CUSTOMER

    YOU AGREE THAT YOU SHALL BE RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS VIYA AND ITS EMPLOYEES, AFFILIATES, SUPPLIERS, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS AND BUSINESS PARTNERS AND SHALL REIMBURSE US FOR ANY DAMAGES, LOSSES OR EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS) INCURRED BY US IN CONNECTION WITH ANY CLAIMS, SUITS, JUDGMENTS, AND CAUSES OF ACTION ARISING OUT OF (a) YOUR USE OF THE SERVICE(S) OR VIYA EQUIPMENT; (b) VIOLATION OR INFRINGEMENT OF CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS ARISING FROM YOUR USE OF THE SERVICE(S) OR ANY UNAUTHORIZED APPARATUS OR SYSTEM; AND (c) YOUR BREACH OF ANY PROVISION OF THIS AGREEMENT.

  1. BINDING ARBITRATION
    • Purpose. If you have a Dispute (as defined below) with Viya that cannot be resolved through an informal dispute resolution with Viya, you or Viya may elect to arbitrate that Dispute in accordance with the terms of this Arbitration Provision rather than litigate the Dispute in court. Arbitration means you will have a fair hearing If either you or Viya provides notice in writing to the other that it elects to arbitrate, the Dispute shall be exclusively resolved by mandatory, binding arbitration before a single arbitrator. before a neutral arbitrator instead of in a court by a judge or jury. Proceeding in arbitration may result in limited discovery and may be subject to limited review by courts. The arbitration shall be conducted pursuant to the Streamlined Arbitration Rules and Procedures then in effect and promulgated by the alternative dispute resolution organization JAMS. Copies of the current version of those rules may be found at this link: https://www.jamsadr.com/rules-streamlined-arbitration/. Unless the you and Viya agree in writing otherwise, this arbitration shall be conducted under the auspices of and shall be administered by JAMS. Judgment on the award or the arbitrator may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
    • Definitions. The term “Dispute” means any dispute, claim, or controversy between you and Viya regarding any aspect of your relationship with Viya, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Provision. “Dispute” is to be given the broadest possible meaning that will be enforced. As used in this Arbitration Provision, “Viya” means St. Croix Cable T.V., Inc. d/b/a Viya Cable TV St. Croix, Caribbean Communications Corp. d/b/a Viya Cable TV St. Thomas-St. John, VI Powernet, LLC d/b/a’s Viya Technology, Viya Powernet and its parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents.
    • Right to Opt Out. IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY VIYA IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU FIRST RECEIVE THIS AGREEMENT BY VISITING WWW.VIYA.VI/ARBITRATIONOPTOUT, OR BY MAIL TO VIYA AT 4611 TUTU PARK, #200, ST. THOMAS, VI 00802, ATTN: LEGAL DEPARTMENT/ARBITRATION. YOUR WRITTEN NOTIFICATION TO VIYA MUST INCLUDE YOUR NAME, ADDRESS AND VIYA ACCOUNT NUMBER AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH VIYA THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH VIYA OR THE DELIVERY OF SERVICE(S) TO YOU BY VIYA. IF YOU HAVE PREVIOUSLY NOTIFIED VIYA IN WRITING OF YOUR DECISION TO OPT OUT OF ARBITRATION, YOU DO NOT NEED TO DO SO AGAIN.
    • Initiation of Arbitration Proceeding/Selection of Arbitrator. If you or Viya elect to resolve your Dispute through arbitration pursuant to this Arbitration Provision, the party initiating the arbitration proceeding may proceed by filing a demand for arbitration with JAMS at https://www.jamsadr.com/submit/
    • Restrictions: 1. YOU MUST CONTACT US WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE (EXCEPT FOR BILLING DISPUTES ABOUT WHICH YOU MUST CONTACT VIYA WITHIN SIXTY (60) DAYS AS PROVIDED IN SECTION 2 OF THIS AGREEMENT), OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE. 2. ALL PARTIES TO THE ARBITRATION MUST BE INDIVIDUALLY NAMED. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS
    • Location of Arbitration. The arbitration will take place at a location convenient to you on the island where you receive the service from us.
    • Payment of Arbitration Fees and Costs. VIYA WILL ADVANCE ALL ARBITRATION FILING FEES AND ARBITRATOR’S COSTS AND EXPENSES (THE “ARBITRATION COSTS”) UPON YOUR WRITTEN REQUEST GIVEN PRIOR TO THE COMMENCEMENT OF THE ARBITRATION. YOU ARE RESPONSIBLE FOR ALL ADDITIONAL COSTS THAT YOU INCUR IN THE ARBITRATION, INCLUDING, BUT NOT LIMITED TO, FEES FOR ATTORNEYS OR EXPERT WITNESSES. IF THE ARBITRATION PROCEEDING IS DECIDED IN VIYA’S FAVOR, YOU SHALL REIMBURSE VIYA FOR THE ARBITRATION COSTS ADVANCED ON YOUR BEHALF. IF THE ARBITRATION PROCEEDING IS DETERMINED IN YOUR FAVOR, YOU WILL NOT BE REQUIRED TO REIMBURSE VIYA FOR ANY OF THE ARBITRATION COSTS ADVANCED BY VIYA.
    • Severability. If any clause within this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision, and the remainder of this Arbitration Provision will be given full force and effect. If the class action waiver clause is found to be illegal or unenforceable, the entire Arbitration Provision will be unenforceable, and the dispute will be decided by a court. In the event this entire Arbitration Provision is determined to be illegal or unenforceable for any reason, or if a claim is brought in a Dispute that is found by a court to be excluded from the scope of this Arbitration Provision, you and Viya have each agreed to waive, to the fullest extent allowed by law, any trial by jury.
    • Exclusions from Arbitration. YOU AND VIYA AGREE THAT THE FOLLOWING WILL NOT BE SUBJECT TO ARBITRATION: (1) ANY CLAIM FILED BY YOU OR BY VIYA THAT IS NOT AGGREGATED WITH THE CLAIM OF ANY OTHER SUBSCRIBER AND WHOSE AMOUNT IN CONTROVERSY IS PROPERLY WITHIN THE JURISDICTION OF A COURT THAT IS LIMITED TO ADJUDICATING SMALL CLAIMS (EXCEPT THAT THIS EXCLUSION SHALL NOT APPLY TO A DISPUTE THAT IS INITIALLY FILED IN SUCH A COURT BUT REMOVED OR TRANSFERRED TO COURT WITHOUT SUCH LIMITED JURISDICTION); (2) ANY DISPUTE OVER THE VALIDITY OF ANY PARTY’S INTELLECTUAL PROPERTY RIGHTS; (3) ANY DISPUTE RELATED TO OR ARISING FROM ALLEGATIONS ASSOCIATED WITH UNAUTHORIZED USE OR RECEIPT OF SERVICE; (4) ANY DISPUTE THAT ARISES BETWEEN VIYA AND ANY STATE OR LOCAL REGULATORY AUTHORITY OR AGENCY THAT IS EMPOWERED BY FEDERAL, STATE, OR LOCAL LAW TO GRANT A FRANCHISE UNDER 47 U.S.C. § 522(9); AND (5) ANY DISPUTE THAT CAN ONLY BE BROUGHT BEFORE THE LOCAL FRANCHISE AUTHORITY UNDER THE TERMS OF THE FRANCHISE.
    • Continuation. This Arbitration Provision shall survive the termination of your Service(s) with Viya.
  1. CUSTOMER PRIVACY NOTICE AND SECURITY
    • a. Viya will provide you with a copy of our customer privacy notice at the time we enter into an agreement to provide any Service(s) to you, and annually afterwards, or as otherwise permitted by law. You can view the most current version of our privacy notice by going to https://viya.vi/our-company/privacy-policy/.
    • b. To the extent Viya is expressly required to do so by applicable law, we will provide notice to you of a breach of the security of certain personally identifiable information about you. It is Viya’s information security policy to provide such notice to you in the manner set forth in Section 16.
  1. GENERAL
    • Entire Agreement. This Agreement and any other documents incorporated by reference constitute the entire agreement and understanding between you and Viya with respect to the subject matter of this Agreement, and replace any and all prior written or verbal agreements. If any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect. Viya does not waive any provision or right if it fails to insist upon or enforce strict performance of any provision of this Agreement. Neither the course of conduct between you and Viya nor trade practice shall act to modify any provision of this Agreement.
    • Additional Representations and Warranties. In addition to representations and warranties you make elsewhere in this Agreement, you also represent and warrant that:
      i. Age: You are at least 18 years of age.
      ii. Customer Information: During the term of this Agreement, you have provided and will provide to Viya information that is accurate, complete and current, including without limitation your legal name, address, telephone number(s), the number of devices on which or through the Service(s) is being used, and payment data (including without limitation information provided when authorizing recurring payments). You agree to notify us promptly, in accordance with the terms of this Agreement, if there is any change in the information that you have provided to us. Failure to provide and maintain accurate information is a breach of this Agreement.
    • Information Provided to Third Parties. Viya is not responsible for any information provided by you to third parties, and this information is not subject to the privacy provisions of this Agreement or the privacy notice for the Service(s). In addition you are responsible for controlling access to any Viya Equipment and any other device you use to access the Services (“Connected Device”). You assume all privacy, security, and other risks associated with providing any individual with access to a Connected Device or providing any information, including CPNI or personally identifiable information, to third parties via the Service(s). For a description of the privacy protections associated with providing information to third parties, you should refer to the privacy policies, if any, provided by those third parties.
    • Protection of Viya’s Information and Marks. All Service(s) information, documents, and materials on our websites are protected by trademark, copyright or other intellectual property laws, and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “marks”) of Viya and its affiliates are and shall remain the exclusive property of Viya. Nothing in this Agreement shall grant you the right or license to use any of the marks.
    • Retention of Rights. Nothing contained in this Agreement shall be construed to limit Viya’s rights and remedies available at law or in equity. Upon termination of this Agreement for any reason, Viya and its suppliers reserve the right to delete all your data, files, electronic messages or other Customer information that is stored on Viya’s or its suppliers’ servers or systems. In addition, you may forfeit your account user name and all email, IP and Web space addresses, and voice mail.
  1. NOTICE METHOD FOR CHANGES TO THIS AGREEMENT

    We will provide you notice of changes to this Agreement consistent with applicable law. The notice may be provided on your monthly bill, as a bill insert, in a newspaper, by email, or by other permitted communication. If you find the change unacceptable, you have the right to cancel your Service(s). However, if you continue to receive the Service(s) after the change, we will consider this your acceptance of the change.