20220823Question_13 Business T & C's.pdf

8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 1/20
General Terms and Conditions
BUSINESS SERVICES
SUBSCRIBER AGREEMENT

Ziply™ Fiber agrees to provide you with the Services
(defined below) you have ordered under the terms and
conditions of this Agreement. By using or paying for the
Services, you (i) agree to abide by, and require others
using your account to abide by, the terms of this
Agreement and (ii) represent and warrant that you are
at least 18 years of age. A copy of this Business Services
Subscriber Agreement can be found at
www.ziplyfiber.com/corporate/terms
(http://www.ziplyfiber.com/corporate/terms), or
another online location designated by Ziply Fiber (“Ziply
Website”), or can be obtained by calling 866-947-5988
(866-ZIPLY88).
Ziply Fiber reserves the right to modify the terms of this
Agreement and/or prices for the Services and may
discontinue or revise any or all aspects of the Services
at any time by posting changes online. Any change will
be effective when Ziply Fiber posts the changes on the
Ziply Website. Your continued use of or payment for the
Services after changes are posted constitutes your
acceptance of the Agreement as modified. The updated,
online version of the Agreement shall supersede any
prior version of the Agreement that may have been
included in any software or related materials provided
by Ziply Fiber.
Some of the Services may be provided to you under the
terms of a Tariff. You can access Ziply Fiber’s Tariffs at
https://tariffs.ziplyfiber.com/
(https://tariffs.ziplyfiber.com/).
Ziply Fiber will notify you of material changes to the
Agreement, typically as a message on Ziply Fiber’s bill to
you. Any such changes shall become effectively
immediately except where applicable law requires a
notice period, in which case the change will become
effective at the end of the required notice period. If you
do not agree to the changes, you have the right to
cancel Services. However, if you continue to use or pay
for the Services, you will have accepted the changes.
The Agreement constitutes the entire agreement
between Ziply Fiber and you. The Agreement
supersedes all previous written or oral agreements
between Ziply Fiber and you. You are not entitled to rely
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 2/20
on any oral or written statements by Ziply Fiber’s
representatives if these statements are not consistent
with this Agreement. The use of your Services by any
person other than you is also subject to this Agreement.
1. Definitions
  a) “Agreement” means this Business Services
Subscriber Agreement and any applicable Tariffs, as it
may be amended from time to time by Ziply Fiber, any
accompanying Work Order, and the corresponding
Terms of Use for your Services and related Price Lists.
  b) “Customer Equipment” means any equipment
provided by you to access or use the Services, including
without limitation, a television, telephone inside wiring
and outlets, a powered electrical outlet, modems, wi-fi
access points, routers, remote control units and base
stations.
  c) "Data Service” means data transport and Internet
access services.
  d) “Price List” means the prices for Services offered in
your area that (i) are not covered by a Tariff and (ii) are
applicable to Ziply Fiber’s Services in your area, all as
published by Ziply Fiber on, among other places, the
Ziply Website, and as may be amended from time to
time.
  e) “Services” means the services provided to you by
Ziply Fiber, which may include Cable Service, Data
Service, Telephone Service and equipment-based
services such as digital video recorder services or wi-fi
access services and any other related services, including
without limitation installation, features and support.
  f) “Software” means the computer software and
mobile applications, if any, licensed by Ziply Fiber to you
to facilitate installation, access or use of the Services.
“Software” also refers to any executable code that may
be included in, downloaded to, or used by Ziply
Equipment.
  g) “Subscriber Materials” means the handbooks,
manuals and other guide and disclosure materials
provided by or posted online by Ziply Fiber or Ziply
Fiber’s suppliers regarding use of the Services of Ziply
Equipment.
  h) “Subscriber Privacy Notice” means the Subscriber
Privacy Notice described in Section 13(a) below, as it
may be amended from time to time by Ziply Fiber.
  i) “Tariff” means any tariff, price plan, price list, price
catalog or similar filing made by Ziply Fiber with the
applicable governmental authority concerning certain
services provided by Ziply Fiber.
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 3/20
  j) “Telephone Service” means (i) the local and long
distance telephone calling servicesas set forth in Ziply
Fiber’s Tariffs or (ii) any access to Ziply Fiber’s Internet
Protocol voice network to make local or long distance
calls.
  k) “Terms of Use” means all rules, terms and
conditions set forth in the Agreement or otherwise
established now or hereafter by Ziply Fiber regarding
permissible or impermissible uses of or activities related
to the Services, specifically including but not limited to
Ziply Fiber’s Acceptable Use Policy and Network
Management Policy, as may be amended from time to
time by Ziply Fiber. Ziply Fiber will post the Terms of Use
on the Ziply Website.
  l) “TV Service” means video and/or audio
programming services such as basic, standard, digital
and premium video services, provided on a per-channel
or per-program basis, pay- per-view or video on
demand, all as provided by Ziply Fiber. “TV Service”
does not include streaming video services delivered over
the internet.
  m) “Work Order” means the Ziply Fiber work order or
service order provided to you, if any, in connection with
the installation or commencement of your Services.
  n) “You” means the account holder identified on the
Work Order as being authorized by Ziply Fiber to access
and use the Services.
  o) “Ziply Equipment” means any equipment provided
by Ziply Fiber to you, including without limitation wire,
cable, cable conduit, splitters, junction boxes, converter
boxes (also known as “set top boxes”), decoders,
terminals, modems, remote control units, digital video
recorders, voice service access units and any other
equipment or materials provided to you by Ziply Fiber
for use in connection with the Services.
  p) “Ziply Fiber” means Northwest Fiber, LLC and any
of its affiliates and subsidiarieswho are providing the
Services, all doing business as “Ziply Fiber”, and their
respective directors, officers, employees and agents.
2. Payment; Charges
  a) You agree to pay Ziply Fiber for (i) all use of the
Services, (ii) Ziply Equipment, (iii) all applicable local,
state and federal fees, assessments, charges and taxes,
and (iv) any other charges set forth in the Price List or
Tariff. Charges for the Services are set forth in the
applicable Price List and Tariff. You will be billed monthly
in advance for recurring monthly charges. Other
charges will be billed in the next practicable monthly
billing cycle following use, or as otherwise specified in
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 4/20
the applicable Price List or Tariff. Ziply Fiber may
change both the fees and type of charges for your
Services.
  b) Charges for a standard installation of Services and
related Ziply Equipment are described in the Price List
or Tariff. Nonstandard installations, if available, may
result in additional charges as described in the
applicable Price List or Tariff. In addition, unless
otherwise covered in a service protection plan
purchased by you, you agree to pay charges for repair
service calls resulting from issues with your inside wire
on the customer side of the network interface device,
your misuse of Ziply Equipment, or for issues caused by
Customer Equipment or other equipment not supplied
by Ziply.
  c) You will be responsible for all expenses (including
reasonable attorneys’ fees and costs) incurred by Ziply
Fiber in collecting any amounts due under the
Agreement and not paid by you.
  d) All charges are payable on the due date specified.
You agree that late charges may be assessed, subject to
applicable law, on amounts that are past due. The
current late fees are included in the Price List or Tariff
and will not exceed the maximum late fees under
applicable law. Ziply Fiber reserves the right to change
the late fees.
  e) You agree that if your Service account with Ziply
Fiber is past due, Ziply Fiber may terminate any of your
Services or accounts, including Telephone Service, in
accordance with applicable law. If you have a credit due
to you or a deposit is being held on any account with
Ziply Fiber, you agree that the deposit or credit may be
used to offset amounts past due on any account you
may have with Ziply Fiber without notice to you. To
reconnect any terminated Services, you may be
required, in addition to payment of all outstanding
balances, to pay reconnect charges or trip charges
(where applicable) and/or security deposits before
reconnection.
  f) Ziply Fiber may verify your credit standing with
credit reporting agencies and require a deposit based
on your credit standing or other applicable criteria. Ziply
Fiber may require a security deposit, or bank or credit
card or account debit authorization from you as a
condition of providing or continuing to provide Service.
You agree that Ziply Fiber may deduct amounts from
your security deposit, bill any bank or credit card
submitted by you, or use any other means of payment
available to Ziply Fiber, for any past due amounts
payable by you to Ziply Fiber, including in respect of
damaged or unreturned Ziply Equipment. Following
termination, Ziply Fiber will return to you a sum equal to
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 5/20
the deposit, without interest unless required by law,
minus any amounts due on your account, including,
without limitation, any amounts due for unreturned or
damaged Ziply Equipment.
  g) If you have elected to be billed by credit card, debit
card or ACH transfer, you agree that you will
automatically be billed each month for any amounts due
under the Agreement.
  h) Ziply Fiber may charge fees for all returned checks
and account debit, bank card or credit card
chargebacks.
  i) All use of your Services, whether or not authorized
by you, will be deemed your use and you will be
responsible for all such use, including payment of all
charges attributable to your account (for example, video
on demand movies, international long distance, etc.).
Ziply Fiber is entitled to assume that any
communications made through your Services or from
the location at which you receive the Services are your
communications and have been authorized by you.
  j) You acknowledge that from time to time regulatory
classification of some of the Services may change
resulting in changes to fees, taxes and surcharges Ziply
Fiber may collect from its customers. Accordingly, you
agree that Ziply Fiber has the right to determine, in its
sole discretion, what fees, taxes and surcharges are due
and to collect and remit them to the relevant
governmental authorities and/or to pay and pass them
through to you. You may obtain a list of the fees, taxes
and surcharges that Ziply Fiber currently collects by
writing to Ziply Fiber at the following address:
Northwest Fiber, LLC dba Ziply Fiber, 135 Lake Street
South, Suite 1000, Kirkland, WA 98033, Attention:
Subscriber Tax Inquiries.
  k) You agree that it is your responsibility to report to
Ziply Fiber billing errors within 30 days from your
receipt of the bill so that service levels and all payments
can be verified. If not reported within 30 days, you
agree that all such billing errors are waived.
  l) IF YOUR WORK ORDER PROVIDES FOR A FIXED-
TERM AGREEMENT (“FIXED TERM”) FOR THE
PROVISION OF SERVICES, YOU MAY BE LIABLE FOR
EARLY TERMINATION FEES. IF, PRIOR TO THE END OF
THE FIXED-TERM, EITHER (I) WE TERMINATE THE
AGREEMENT FOR CAUSE OR (II) YOU TERMINATE THE
AGREEMENT WITHOUT CAUSE, AN EARLY
TERMINATION FEE WILL APPLY. THE EARLY
TERMINATION FEE WITH RESPECT TO EACH SERVICE
SO TERMINATED WITHIN THE FIXED TERM SHALL
EQUAL, IN ADDITION TO ALL OTHER AMOUNTS
PAYABLE APPLICABLE TO THE TIME PERIOD BEFORE
TERMINATION, SEVENTY- FIVE PERCENT (75%) OF THE
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 6/20
REMAINING MONTHLY FEES THAT WOULD HAVE BEEN
PAYABLE UNDER THE APPLICABLE WORK ORDER IF
THE TERMINATED SERVICES HAD BEEN PROVIDED
THROUGH THE END OF THE FIXED TERM AND ONE
HUNDRED PERCENT (100%) OF ANY AMOUNTS
FUNDED BY ZIPLY FIBER FOR ANY SPECIAL
CONSTRUCTION OR CUSTOM INSTALLATION OF THE
SERVICES.
3. Installation; Equipment and Cabling
  a) If you are not the owner of the office, building or
other premises upon which the Ziply Equipment is to be
installed, you warrant that you have obtained the
consent of the owner of the premises for Ziply Fiber
personnel and/or its agents to enter the premises for
the purposes described in this Agreement. You agree to
indemnify and hold Ziply Fiber harmless from and
against any claims of the owner of the premises arising
out of the performance of the Agreement (including
costs and reasonable attorneys’ fees).
  b) You authorize Ziply Fiber to make any preparations
to the premises necessary for the installation,
maintenance or removal of equipment. You authorize
Ziply Fiber to place equipment and cables on the
premises to facilitate the provision of Services to you
and other locations in the area. Ziply Fiber shall not be
liable for any effects of normal Service installation and
workmanship, such as holes in walls, which may remain
after installation or removal of the Ziply Equipment,
except for damage caused by the gross negligence or
willful misconduct on the part of Ziply Fiber. You agree
to provide Ziply Fiber access to the premises during
regular business hours upon reasonable notice to install,
connect, inspect, maintain, repair, replace, alter or
disconnect or remove the Ziply Equipment or to install
Software, to conduct service theft audits or to check for
signal leakage. You agree that Ziply Fiber may have
reasonable access to easements and Ziply Equipment
located on the premises.
  c) The Ziply Equipment is and at all times shall remain
the sole and exclusive personal property of Ziply Fiber
and you agree that you do not become an owner of any
Ziply Equipment by virtue of the payments provided for
in the Agreement or the attachment of any portion of
the Ziply Equipment to your residence or otherwise. You
will not remove any markings or labels from the Ziply
Equipment indicating ownership or serial or
identification numbers.
  d) You will not use the Ziply Equipment for any
purpose other than to use the Services in accordance
with the Agreement. Ziply Fiber will repair and maintain
all Ziply Equipment during the term of the Agreement.
You will not allow the Ziply Equipment to be serviced by
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 7/20
anyone other than Ziply Fiber or its agents. You will not
sell, transfer, lease, encumber or assign the Ziply
Equipment to anyone. If any Ziply Equipment is lost,
stolen, unreturned, damaged, or otherwise disposed of
by you, you will pay Ziply Fiber the full manufacturer’s
suggested retail price for its replacement, together with
any incidental costs that we incur relating to its
replacement. You will not relocate the Ziply Equipment
to any other location and Ziply Fiber shall not be liable
for any damages, injuries or other occurrences resulting
from any relocation.
  e) Any use of the Ziply Equipment for unauthorized
reception, theft or diversion of Services, or assisting
such theft, diversion or unauthorized reception is a
breach of the Agreement and potentially punishable
under law (including by way of statutory damages, fines
or imprisonment).
  f) If the Services are terminated, you agree that you
have no right to possess or use the Ziply Equipment. You
agree that you must arrange for the return of the Ziply
Equipment to Ziply Fiber in the same condition as when
received (excepting ordinary wear and tear) upon
termination of the Service. If you do not promptly return
the Ziply Equipment or schedule an appointment with
Ziply Fiber for its removal, Ziply Fiber may enter any
premises where the Ziply Equipment may be located for
the purposes of disconnecting and retrieving the Ziply
Equipment. You will pay any expense incurred by Ziply
Fiber in any retrieval. Subject to any applicable law,
Ziply Fiber shall not be obligated to retrieve any Ziply
Equipment. Ziply Fiber will not be deemed to have
abandoned the Ziply Equipment if it does not retrieve it.
  g) If you use Customer Equipment with the Services,
you represent that you either own the Customer
Equipment or have the right to use it. Ziply Fiber shall
have no obligation to provide, maintain or service
Customer Equipment. Any Customer Equipment must
meet Ziply Fiber’s current minimum technical and other
requirements as posted from time to time on the Ziply
Website. If you install or use Customer Equipment that
does not meet these requirements (“Nonstandard
Equipment”), you agree (i) you will not be entitled to any
customer support relating to the Nonstandard
Equipment, and (ii) the following limitation of liability
shall apply: NEITHER ZIPLY FIBER NOR ANY OF ITS
AFFILIATES OR AGENTS WARRANT THAT THE
NONSTANDARD EQUIPMENT WILL ENABLE YOU
SUCCESSFULLY TO INSTALL, ACCESS, OPERATE OR
USE THE SERVICES. YOU ACKNOWLEDGE THAT ANY
SUCH INSTALLATION, ACCESS, OPERATION OR USE
COULD CAUSE DAMAGE TO THE NONSTANDARD
EQUIPMENT. NEITHER ZIPLY FIBER NOR ANY OF ITS
AFFILIATES OR AGENTS SHALL HAVE ANY LIABILITY
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 8/20
WHATSOEVER FOR ANY SUCH FAILURE OR DAMAGE.
THE FOREGOING IS IN ADDITION TO AND SHALL NOT
LIMIT ANY OTHER LIMITATION OF LIABILITY SET
FORTH IN THE AGREEMENT.
4. Use of Services and Software
  a) You agree that Ziply Fiber has the right to add,
modify or delete any aspect, feature or requirement of
the Services (including content, price, equipment and
system requirements). If Ziply Fiber changes its
equipment requirements with respect to any Service,
you acknowledge that you may not be able to receive
such Services using your equipment.
  b) If you participate in a promotional offer for any
Service that covers a specified period of time, you agree
that you are assured only that you will be charged the
promotional price for such Service during the time
specified and, thereafter, you will be charged standard
rates.
  c) You will use the Services for lawful purposes only.
You will not resell or redistribute (whether for a fee or
otherwise) the Services, or any portion thereof, or
charge others to use the Services or any portion
thereof. You agree that, among other things,
transmission or distribution of the Service to persons
outside the locations identified in the Work Order (even
if to a limited group of people or to other locations that
you own or have the right to use) will constitute an
unauthorized use.
  d) If you receive TV Service, you agree that programs
and other material that you receive as part of the TV
Service remain part of the TV Service even if you record
or capture all or a portion of any such program or
material in a data file or on a hard drive, digital video
recorder or similar device.
  e) If you use the Telephone Service for an enterprise
purpose, you assume all risk of failure of the Telephone
Service, including the risk of any damages from high-
risk activities involving vital communications in which an
error interruption in the Telephone Service could lead to
material injury to business, persons, property or the
environment. You shall indemnify Ziply Fiber from any
claims arising from an enterprise use, including but not
limited to attorneys’ fees and costs.
  f) If you receive Data Service, you agree that, among
other things, your use of any form of transmitter or wide
area network that enables a person or entities outside
of the location in the Work Order to use your Service,
whether a fee is sought, will constitute an unauthorized
use. Further, if you use a wireless network within your
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 9/20
premises, you will limit wireless access to the Data
Service (by establishing and using a secure password or
similar means) to authorized users.
  g) You agree that to the extent any Software is
licensed or sublicensed to you by Ziply Fiber, such
Software is provided for the limited purpose of
facilitating your use of the Services as described in the
Agreement. You will not engage in, or permit, any
additional copying, or any translation, reverse
engineering or reverse compiling, disassembly or
modification of or preparation of any derivative works
based on the Software, all of which are prohibited. You
will return or destroy all Software provided by Ziply
Fiber and any related written materials promptly upon
termination of the associated Services to you for any
reason.
  h) You agree to be responsible for protecting the
confidentiality of your screen names, passwords,
personal identification numbers, parental control
passwords or codes and any other security measures.
You acknowledge that the Services may from time to
time include interactive features, the use of which may
result in the transmission to, and use by, Ziply Fiber or
certain third parties of the information that may
constitute personally identifiable information (as such
term is used in the Communications Act of 1934) about
you and for which Ziply Fiber may be required, under
that Act, to obtain your consent. You agree that Ziply
Fiber may seek such consent or indications of your
election to “opt in” to certain programs electronically,
including through the use of a “click through” screen.
Any such consent or opt in election communicated
through your Services or from the location at which you
receive the Services may be treated by Ziply Fiber as
your consent or opt in election for the use of the
personally identifiable information.
5. Special Provisions for Certain Services
  a) Telephone Service. This section applies only to
those customers who subscribe to Telephone Services
from Ziply Fiber.
    i) You agree that Ziply Fiber will not be responsible
for any losses or damages arising as a result of the
unavailability of the Telephone Service or the inability to
contact your security system, fire alarm system or
remote medical monitoring service provider. You
acknowledge that Ziply Fiber does not guarantee that
Telephone Service will operate with your security, fire
alarm and/or medical monitoring systems, and that you
must contact your service provider in order to test your
system’s operation with the Telephone Service. You
agree that a service outage due to a suspension of your
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 10/20
account as a result of billing or other issues will prevent
ALL services from being provided to you, including any
911 emergency response services.
    ii) You acknowledge that the existing telephone
wiring inside your premises may not support both
Telephone Service and digital subscriber line service
(“DSL”) Internet service. If you intend to use Telephone
Service on all of your phone jacks, you may be required
to maintain separate wiring, not provided by Ziply Fiber,
within your home specifically for DSL or to disconnect
your DSL prior to receiving Telephone Service over your
existing wiring.
    iii) YOU AGREE AND UNDERSTAND THAT ZIPLY
FIBER WILL NOT BE LIABLE FOR ANY TELEPHONE
SERVICE OUTAGE, INABILITY TO DIAL 911 USING THE
TELEPHONE SERVICE, AND/OR INABILITY TO ACCESS
EMERGENCY SERVICE PERSONNEL DUE TO THE
911/E911 FEATURE. YOU AGREE TO DEFEND,
INDEMNIFY AND HOLD HARMLESS ZIPLY FIBER, ITS
OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND
AGENTS, AND ANY OTHER PROVIDER WHO
FURNISHES SERVICE TO YOU IN CONNECTION WITH
THE TELEPHONE SERVICE, FROM ANY AND ALL
CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES,
COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED
TO REASONABLE ATTORNEYS’ FEES) BY, OR ON
BEHALF OF, ANY THIRD PARTY OR USER OF
TELEPHONE SERVICE RELATING TO THE FAILURE,
OUTAGE OR MALFUNCTION OF THE TELEPHONE
SERVICE, INCLUDING THOSE RELATED TO 911/E911 OF
THE FAILURE, OUTAGE OR MALFUNCTION OF THE
ZIPLY EQUIPMENT OR FACILITIES.
  b) Transferring your Telephone Number
    i) If you are switching to Telephone Service from
another provider, you may transfer your existing phone
number to the Telephone Service provided that (a) you
request the phone number transfer when you place
your order for Telephone Service, (b) your current
service provider releases your existing phone number,
at our request, without delay or charge, (c) the transfer
of your exiting phone number to the Telephone Serviced
would not, in Ziply Fiber’s view, violate applicable law or
our processes and procedures, (d) when applicable, you
acknowledge and agree that if your equipment is set up
before the date that the number transfer becomes
effective (“Port Effective Date”), you may only be able to
make limited outgoing calls. In that event, you should
keep another phone connected to an existing phone
extension at your service location to receive incoming
calls until the Port Effective Date, and (e) you
acknowledge and agree that to avoid an interruption in
your Telephone Service, you must have the proper
equipment installed before the Port Effective Date. Your
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 11/20
existing phone service for the number you are
transferring will be disconnected on the Port Effective
Date; if your equipment is not yet activated, you will not
have access to the Telephone Service.
    ii) To transfer your phone number from Ziply Fiber
to another provider, you must place the transfer order
through your new service provider and then terminate
your Telephone Service with Ziply Fiber. Ziply Fiber will
release your phone number to your new service
provider, provided that (a) your new service provider
requests the transfer upon termination of your account
(b) your new service provider is willing to accept
transfer of the phone number without delay or charge,
and (c) transfer of your exiting phone number to the
new service provider would not, in Ziply Fiber’s view,
violate applicable law or our processes and procedures.
  c) Voice-over-Internet Protocol. In the event you have
Telephone Service which uses Ziply Fiber’s Voice-over-
Internet Protocol (“VOIP”) transmission service, the
following additional terms will apply.
    i) The Ziply Equipment for VOIP must be installed
according to Ziply Fiber specifications and you may not
alter the equipment or your inside wiring in any way.
The Ziply Equipment is electrically powered and the
Telephone Service may not operate in the event of an
electrical power outage. You acknowledge that, in the
event of a power outage in your home, any battery you
are using, whether received from Ziply Fiber or
otherwise, may enable back-up service for a limited
period of time or not at all, depending on the
circumstances, and that the addition of a battery does
not ensure that Telephone Service will be available in all
circumstances, and that performance of any battery is
not guaranteed. You also acknowledge that, in the event
of a loss of power that disrupts the local Ziply Fiber
system, the battery will not provide back-up service and
Telephone Service will not be available. You
acknowledge and understand that the Ziply Equipment
may not have battery backup of another power source
of its own. You may receive back-up batteries from Ziply
Fiber. Please see the Ziply Website for details. If there is
a power outage, you may be required to reset or
reconfigure the equipment you are using prior to being
able to use the VOIP Telephone Service again.
    ii) You acknowledge that the VOIP Telephone
Service may not be compatible with certain data
transmission service, including but not limited to fax
transmission and dial up Internet access. Other services
or equipment that may not be compatible with the VOIP
Telephone Service include monitored home security
systems, fire alarms, medical monitoring systems and
any such systems will not be available with your VOIP
Telephone Service during any power outage. You may
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 12/20
be required to maintain a separate telephone line or
obtain separate equipment from your services provider
in order to access such services.
    iii) For 911/E911 to work in accordance with Ziply
Fiber’s specifications, Ziply Fiber must have a correct
service address for the location of your Ziply Equipment.
If you do not provide the correct address when you
register for the Telephone Service or if you relocate your
Ziply Equipment to a new address and do not register
the new address with Ziply Fiber, 911/E911 may fail: (a)
the calls may be misdirected to the wrong emergency
authorities, or (b) emergency authorities will be given
the wrong address for the origin of the call. If you wish
to relocate the Ziply Equipment and continue to use the
VOIP Telephone Service, you must seek authorization for
Telephone Service at your new service address (if
available) and update your service address with Ziply
Fiber.
    iv) The VOIP Telephone Service is provided over the
broadband Internet network. If there is an outage of this
network, the VOIP Telephone Service will not be able to
make 911 calls. Any 911 calls made using the VOIP
Telephone Service may be subject to network
congestion or reduced routing or processing speed. If
you have Call Forwarding, Do Not Disturb, Simultaneous
Ring or other features programmed and in use at the
time you dial 911 and your call is interrupted, the
emergency dispatcher may not be able to call you back
at the phone from which you dialed the 911 call.
    v) The VOIP Telephone Service does not allow you
to make 500, 700, 900, 950, 976, 00, 01, 0+, calling
card calls or dial-around calls. Nor does it allow you to
accept collect calls or third number billed calls. The
current charges and rates for international calling are
available at https://tariffs.ziplyfiber.com/
(https://tariffs.ziplyfiber.com/).
    vi) If unlimited minutes are used for non-voice calls,
such as (but not limited to) auto dialers or data calls, we
may convert the VOIP Telephone Service to a plan that
charges for all long distance calls or where our systems
allow, charge a 10 cents per minute rate for such calls. If
your usage is inconsistent with normal residential voice
applications and usage patterns and you exceed 3,000
minutes per month, we may charge you a 10 cents per
minute rate for such calls.
  d) Data Service. This section applies only to those
customers who subscribe to Data Services from Ziply
Fiber.
    i) You acknowledge that the Data Service may be
offered on a tiered basis and each tier may have
throughput limits (namely, limits on the maximum rate
at which you may send and receive data at any time),
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 13/20
consumption limits (namely, limits on the amount of
data that you may send or receive during the course of
a month or shorter periods) and other similar limits, all
as set forth in the Price List or the Terms of Use. You
agree that Ziply Fiber may change the throughput,
consumption and other applicable limits of any tiers by
amending the Price List or the Terms of Use. Your
continued use of or payment for the Data Service will
constitute your acceptance of any new limits. You also
agree that Ziply Fiber may use technical means,
including but not limited to suspending or reducing the
speed of your service, to ensure compliance with these
limits and the Terms of Use, and that Ziply Fiber may
move you to a higher tier of Data Service or impose
other charges and fees if your use exceeds these limits.
You further agree that Ziply Fiber has the right to
monitor your usage patterns to facilitate the provision
of the Data Service and to secure your compliance with
the Terms of Use. Ziply Fiber may take such steps as it
determines appropriate in the event your usage of the
Data Service does not comply with the Terms of Use.
    ii) You acknowledge that, although the Data
Service provides a connection to the Internet, the
Internet is an international computer network that is not
owned, operated or managed by, or in any way
affiliated with Ziply Fiber. Ziply Fiber cannot and does
not guarantee that the Data Service will provide
Internet access that is sufficient to meet your needs. You
understand that any speeds mentioned in connection
with the Data Service are “up to” the mentioned speed
and are not guaranteed. The actual speed and reliability
of the Data Service can be affected by a number of
factors, including, without limitation, the level of network
traffic, the number and type of devices in use at any one
time in your house, the distance between your device
and any wireless transmitting equipment, the capacity
of the server you are attempting to connect to across
the Internet, and configuration of your computer or
other device.
    iii) You acknowledge that the Data Service provides
a connection to the Internet that may be unfiltered and
that Ziply Fiber neither controls nor assumes
responsibility for any content on the Internet or content
that is posted by a subscriber. Although Ziply Fiber may
make available certain parental control features, you
acknowledge that such parental control features may
not be entirely effective or foolproof and that,
notwithstanding such features, you or members of your
household may be exposed to unfiltered content.
    iv) You agree that Ziply Fiber has the right, but not
the obligation, to edit, refuse to post or transmit,
request removal of, or remove or block any material
transmitted through, submitted to or posted on the
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 14/20
Data Service, if it determines in its sole discretion that
the material is unacceptable or violates the terms of the
Agreement or the Terms of Use. Such material might
include personal home pages and links to other sites. In
addition, you agree that Ziply Fiber may suspend or
cancel your account for using all or part of the Data
Service to post content to the Internet or to engage in
“peer to peer” file exchanges or other forms of file
exchanges that violate the Agreement, the law or the
Terms of Use.
6. Support and Repairs
  a) You may request reasonable service and
maintenance to check and correct problems with the
Service. Ziply Fiber will, at its own expense, repair
damage to or, at its option, replace Ziply Equipment and
otherwise attempt to correct interruptions in the
Service that may be due to Ziply Equipment or technical
malfunction of the system or network operated by Ziply
Fiber. The Ziply Website contains information regarding
contacting Ziply Fiber for this support.
  b) Unless you have obtained a Ziply Fiber service
protection plan, you agree that Ziply Fiber has no
responsibility for the operation of any equipment,
software or service other than the Services and the
Ziply Equipment. For example, if you receive Data
Service, Ziply Fiber has no responsibility to support,
maintain or repair any equipment, software or service
that you elect to use in connection with the Data Service
if not provided by Ziply Fiber. For assistance with
technical problems arising from such equipment,
software or services, you should refer to the materials
provided by the manufacturer or provider of the
software equipment of services. Further, Ziply Fiber is
not responsible for any wiring inside your home or
premises. If Ziply Fiber determines that non-Ziply
Equipment or cabling connecting your residence to the
Ziply Equipment installed on the side of or adjacent to
your residence is the cause of a service problem, you
agree that Ziply Fiber may charge you to resolve such
problem.
7. Service Interruptions and Force Majeure
  a) You agree that Ziply Fiber has no liability for delays
in or interruption to your Services, except that if for
reasons within Ziply Fiber’s reasonable control, for more
than 24 hours there is a complete failure of Service. In
such event, Ziply Fiber will provide you a prorated credit
for the period of such interruption or failure if you
request one within 30 days of the interruption or failure.
In no event shall Ziply Fiber be required to credit you an
amount in excess of applicable service fees for the
period that Service was interrupted. Ziply Fiber will
make any such credit on the next practicable bill for
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 15/20
your Services. State and local law or regulation may
impose other outage credit requirements with respect
to some or all of your Services. In such event, the
relevant law or regulation will control.
  b) You agree that Ziply Fiber may conduct
maintenance from time to time that may result in
interruption of your Service.
  c) Ziply Fiber shall have no liability for interruption of
Services due to circumstances beyond its reasonable
control, including without limitation acts of God, flood,
natural disaster, vandalism, terrorism, regulation or
government acts, strikes, labor unrest, civil disturbance,
fire, electrical power outage, computer viruses or
worms.
8. Enforcement and Protection of Network
Ziply Fiber may suspend or terminate all or a portion of
your Services without prior notification if Ziply Fiber
determines in its discretion that you have violated the
Agreement, including without limitation the Acceptable
Use Policy or Network Management Policy, even if the
violation was a one-time event. You agree that Ziply
Fiber shall have the right to take any action that Ziply
Fiber deems appropriate to protect the Services, Ziply
Fiber’s network and facilities or the Ziply Equipment. If
all or a portion of your Services are suspended, you will
not be charged for the relevant Service during the
suspension. If your account is terminated, you will be
refunded any pre-paid fees minus any amounts due to
Ziply Fiber.
9. Term and Termination
  a) The Agreement will remain in effect until
terminated by either party or superseded by revisions
as provided in the Agreement.
  b) Either Ziply Fiber or you may terminate all or any
portion of your Services at any time for any or no
reason, in its sole discretion, in accordance with
applicable law and the terms of any marketing offers
specified in the Agreement. The Agreement and/or any
of the Services may be terminated by Ziply Fiber at any
time without prior notice if (i) you fail to comply in full
with all the terms and conditions of the Agreement, (ii)
you harass or make any express or implied threat of
violence, or use derogatory language, towards any
employee, representative, agent or contractor of Ziply
Fiber, or (iii) Ziply Fiber loses the right or ability to use
public rights-of-way necessary to serve you.
  c) If you are moving or wish to terminate all or any
portion of your Service for any reason you must notify
Ziply Fiber as described at the Ziply Website. All
applicable fees and charges will accrue until the date of
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 16/20
termination, but Ziply Fiber will refund all prepaid
monthly fees charged for Services after the date of
termination, less any amounts due to Ziply Fiber.
  d) You cannot terminate your Services by writing
“Cancelled” (or any other messages) on your bill or check
or by making a disconnect appointment that does not
result in Ziply Fiber’s physical recovery of the Ziply
Equipment. In addition, you agree that any restrictive
covenants (such as “paid in full”), releases or other
statements on or accompanying checks or other
payments accepted by Ziply Fiber shall have no legal
effect.
10. Disclaimer of Warranty; Limitation of Liability
  a) You agree that the Services are provided by Ziply
Fiber on an “as is” and “as available” basis without
warranties of any kind, either express or implied,
including without limitation warranties of title or
noninfringement, or implied warranties of
merchantability or fitness for a particular purpose,
other than those warranties that are incapable of
exclusion, restriction or modification under applicable
law. Ziply Fiber makes no warranty that the Services will
be uninterrupted or error free or that the Ziply
Equipment will operate as intended. Without limiting the
foregoing, Ziply Fiber does not make any warranty as to
the security of your communications or that third
parties will not gain unauthorized access to or monitor
your computers or online or voice communications. You
agree that Ziply Fiber will not be liable for such
unauthorized access. You have the sole responsibility to
secure your computer and other communications. You
have the sole responsibility for backing up all existing
computer or other software or data files.
  b) You acknowledge that Ziply Fiber’s installation, use,
inspection, maintenance, repair, replacement or
removal of the Services, Ziply Equipment or Software
may result in damage to your computers, telephones
and telephone answering devices, televisions, recording
and playback devices, audio equipment, and Customer
Equipment, including software and data files stored
thereon. You are solely responsible for backing up all
existing computer or other software or data files. Ziply
Fiber shall have no liability for any damage to or loss or
destruction of any equipment, software, data or
electronic files resulting from a virus or other harmful
feature or any attempt to remove it.
  c) In no event will Ziply Fiber be liable for any direct,
indirect, incidental, special or consequential damages
arising out of the use or inability to use the Services,
including the use of or inability to use emergency 911
services, or for any action taken by Ziply Fiber to protect
the Services or Ziply Fiber’s network or facilities. Ziply
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 17/20
Fiber’s liability for all categories of damages shall not
exceed a pro rata credit for the monthly fees (excluding
all nonrecurring charges, regulatory fees, surcharges,
fees and taxes) you have paid to Ziply Fiber for the
service during the ninety (90) day period prior to when
such claim arose, which shall be your sole and exclusive
remedy regardless of the type of claim or nature of the
cause of action, to the extent the foregoing is not limited
by applicable law.
  d) When Ziply Fiber makes available a directory
listing or telephone number publication option, if (i) any
telephone number for which you have requested
nonpublished status is included in any directory, any
directory assistance database, or is otherwise disclosed
to any unauthorized persons, (ii) any telephone number
which you requested be published or listed in any
directory or directory assistance database is not so
published or listed, and (iii) any published or listed
telephone number contains material errors or
omissions, then the total liability of Ziply Fiber and any
other provider in connection with the described error or
omission shall not in the aggregate exceed the monthly
charges for the Telephone Service which you have
actually paid to Ziply Fiber regarding the publication or
nonpublication. You shall hold Ziply Fiber and any other
provider who furnishes services to you in connection
with the Agreement harmless against any and all claims
for damages caused or claimed to have been caused,
directly or indirectly, by the errors and omissions
described above.
11. Indemnification
You agree to defend, indemnify and hold harmless Ziply
Fiber, its parents, affiliates and subsidiaries, and their
respective owners, equity holders, officers, directors,
employees, agents, contractors and service providers
from claims or damages relating to or arising out of (a)
your breach of the Agreement, (b) your use (or any use
on your account) of the Services or any Ziply Equipment,
including but not limited to any claims or damages
arising out of the malfunction or lack of 911/E911 or
dialing associated with a security system, (c) your use of
the Services in violation of applicable laws or
regulations, or (d) any claims for infringement of any
intellectual property rights arising from or in connection
with the use of the Service on your account. You agree
that none of the parties listed in this paragraph shall be
responsible for any third-party claims that arise from
use of the Services or the Ziply Equipment and you
agree to reimburse Ziply Fiber for all costs and
expenses related to the defense, settlement or
judgment with respect to any such claims.
12. Arbitration
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 18/20
  a) If you have a Dispute with Ziply Fiber that cannot
be resolved through discussions and you wish to
continue to pursue the Dispute, you must submit the
Dispute for arbitration rather than litigate the Dispute in
state or federal court, except as described in Subsection
12(c) below. The term “Dispute” means any dispute,
claim or controversy between you and Ziply Fiber,
whether based in contract, statute, regulation,
ordinance, tort (including without limitation intentional
acts or omissions) or any other legal theory, including
the validity, enforceability or scope of this Section 12.
Arbitration means that you will have a fair hearing
before a neutral arbitrator instead of in a court by a
judge or jury. You agree that the Federal Arbitration Act
governs the arbitrability of all Disputes, even if the
substance of the Dispute is governed by state laws or
regulations.
  b) To initiate arbitration, you may open a case with
the American Arbitration Association (“AAA”). The
arbitration will be governed by the Commercial
Arbitration Rules of the AAA. A single arbitrator will
resolve the dispute and will make any award in writing
with a statement of the reasons supporting the award.
Any arbitrator award may be entered in any court
having jurisdiction over the parties for the purposes of
enforcement. The arbitration will take place at a
location reasonably convenient to you and Ziply Fiber in
the area where you receive Service from Ziply Fiber. The
parties will bear their own costs and fees of arbitration.
    i) You agree that you shall not bring any dispute to
be arbitrated or litigated on a class action, consolidated
or aggregated basis or based on claims brought in a
purported representative capacity on behalf of the
general public, other subscribers or persons. No claim or
dispute subject to arbitration under the agreement may
be combined with a claim subject to resolution before a
court of law.
    ii) You must give Ziply Fiber notice of a dispute
within one (1) year of the occurrence of the event or
facts giving rise to the dispute (except for billing
disputes about which you must contact Ziply Fiber
within thirty (30) days as provided in section 2 above). If
you do not do so, you waive the right to pursue any
claim or dispute based on such event or facts.
  c) You agree that the following Disputes you may
have with Ziply Fiber will not be subject to arbitration: (i)
any claim filed by you in which the amount in
controversy is properly within the jurisdiction of court
that is limited to hearing small claims, (ii) any Dispute
over the validity of any party’s intellectual property
rights, (iii) any Dispute arising or related to allegations
associated with unauthorized use or receipt of Service,
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 19/20
and (iv) any Dispute that can only be brought before the
local franchise authority in your area under the terms of
Ziply Fiber’s franchise.
13. Privacy
  a) Your privacy interests, including your ability to limit
disclosure of certain information to third parties, are
addressed by, among other laws, the Communications
Act of 1934, as amended, the Federal Communications
Commission’s rules regarding Customer Proprietary
Network Information (“CPNI”) and the Electronic
Communications Privacy Act. Personally identifiable
information that may be collected, used or disclosed in
accordance with applicable laws is described in Ziply
Fiber’s Privacy Policy and Subscriber Privacy Notice,
each as may be amended, available on the Ziply
Website. These policies form a part of the Agreement. In
addition to actions and disclosures specifically
authorized by law or statute or elsewhere in the
Agreement, Ziply Fiber shall have the right (except
where prohibited by law notwithstanding your consent),
but not the obligation, to disclose information to protect
its rights, property and operations, or where
circumstances suggest that individual or public safety is
in peril. You consent to such actions and disclosures.
  b) If you are a Telephone Service customer, you
consent to Ziply Fiber’s disclosure of your name,
address and/or telephone number to the general public
in connection with Caller ID functions, telephone
directories, 411 and 911 services. You also consent to
Ziply Fiber’s disclosure of your personally identifiable
information to the telephone companies serving those
end users to whom you make calls so that the calls can
be completed. If you wish to have Ziply Fiber remove
this information from one or more of these services, you
understand that you must notify Ziply Fiber to do so and
pay any applicable fees.
  c) You consent to Ziply Fiber calling or texting the
phone numbers and emailing the email address you
supply to it for any purpose, including the marketing of
its current and future services. You agree that these
emails, phone calls or texts may be made using any
method, including an automatic dialing system or an
artificial or recorded voice, even if the number you
provide is a wireless number. Upon your request, the
email address or phone number you have previously
provided will be removed from Ziply Fiber’s phone and
text marketing list. You can make this request by
contacting Ziply Fiber and asking to be placed on Ziply
Fiber’s “Do Not Call or Email” list. You acknowledge that
being included in any state or federal “do not call”
registry will not be sufficient to remove you from Ziply
Fiber’s email, phone and text marketing list.
8/3/22, 12:19 PM BUSINESS SERVICES SUBSCRIBER AGREEMENT | ziplyfiber.com
https://ziplyfiber.com/corporate/terms-conditions/smb-services-terms 20/20
14. Consent to Electronic Notice
You agree that all notices required or contemplated
hereunder may be provided by Ziply Fiber by electronic
means by either email or online posting at the Ziply
Website. These notices may include notices of changes
to the Agreement or any associated policies and price
lists. An online version of the Agreement and associated
policies and price lists, as may be amended from time to
time, will be available at the Ziply Website or by calling
Ziply Fiber.
15. Assignment
You understand that the Services are being provided
only to the location identified on your Work Order and
that you are not allowed to transfer all or any portion of
the Services, or Ziply Equipment, to any other person,
entity or location, including a new residence. You agree
that you may not assign the Agreement. Ziply Fiber may
transfer or assign any portion or all of the Agreement,
subject to any applicable laws.
16. Effect of Applicable Law
The Agreement is subject to all applicable federal, state
or local laws in effect in the relevant jurisdiction in which
you receive Service. If any provision of the Agreement
contravenes or is in conflict with any such law or
regulation, or if you are entitled to more favorable rights
under any law or regulation than are set forth in any
provision in the Agreement, then the terms of such law
or regulation shall take priority over the relevant
provision of the Agreement. To the fullest extent
permitted by law, you agree that any claim you may
have against Ziply Fiber must be filed within one (1) year
of the date such claim arose or be forever barred.
October 13, 2020