Effective May 1st, 2007

Please note: this agreement is a work in progress and subject to change. It is not complete as of 5/19/07

This Agreement is made by and between the Virginia WiFi Company Community Access Network (Organization) and the individual (Member) designated on the Membership Agreement.

Acceptable Network Use Policy (AUP) is determined by the Organization and is subject to change. The Organization shall notify you in writing at least thirty days before any change in the AUP, whereupon you may terminate services and incur no termination liability by providing the Organization with a termination request in writing at least fourteen days before the effective date of the change. You agree to abide by the current AUP and to not use Services

1. In violation of the law or in aid of any unlawful act;
2. To access, alter, or destroy any information of another by any fraudulent means or device, or to attempt to do so;
3. To interfere with or disrupt other network users, network services or network equipment, whether intentionally or not; or
4. Cause the Organization to be in violation of contracts with its providers of network services.

You agree to be solely responsible for the content of any transmissions over the Internet by yourself and any third party who uses your facilities other than a member of the Organization who has signed an independent agreement with the Organization to comply with the AUP.

You and the Organization agree that our primary mutual objective under this Agreement is to provide Internet access to you by means of shared facilities designed, acquired, housed and maintained by the members of the Organization, including yourself, acting as unpaid volunteers for all members’ mutual benefit.

The General Agreement notwithstanding the details of this agreement are as follows:

1. To provide operational, technical, and administrative mechanisms to ensure fair and open communications between Member and the Internet, as well as among members, without discrimination as to network origin or data route, type, or content;
2. To regulate Member’s network usage only to the extent necessary to provide a reliable network in a rural setting at reasonably low cost;
3. To promote the greater connectivity of Organization and community networks; and
4. To provide Member with 30 days notice by email of changes to the Organization’s fees and policies

1. To pay the membership and connection fees set by the Organization’s Board of Directors;
2. To provide time and expertise, to the extent practical, should it be needed, to assist the Organization in meeting its goals;
3. Member has received a copy of and accepts the Bylaws of the Organization.

The Start of Services begins on the day your endpoint transceiver successfully communicates, in the opinions of the Member and the Technical Group, with one of the Organization’s access points. The service ends the last day of the quarter in which service began and shall automatically renew for successive quarterly terms unless otherwise cancelled.

Your immediate connection to the wireless network is between an endpoint transceiver which you provide at your site and an access point transceiver which may be provided by another Member. Depending on the location of the nearest access point, you may be required to purchase additional equipment to support your connection. This equipment may be located at a different physical location from your residence or place of business. Other access points in the network, and their corresponding endpoint transceivers, may differ considerably from yours. Your access point shall be shared typically by many members; your residence may not only have broadband access to the Internet but may also be a relay station that allows others in the Organization to have broadband access.

Pursuant to the above paragraph you may need to purchase the equipment that will enable you to fulfill that obligation to the Organization. The list of equipment, their estimated costs, and suggested vendors are shown in Exhibit B, attached. The Technical Group may revise the Exhibit’s list from time to time.

The Organization’s distribution network shall be generally planned, installed, and maintained by the members of the Organization acting as unpaid volunteers. Distribution nodes such as access points, relay points and routers shall be generally located at and in the homes or places of business of members. Therefore, the availability of Services is highly dependent on volunteers: absent qualified volunteers, whether due to vacations, happenstance, or dispositions of individuals, outages may not be timely repaired; and equipment relocation due to loss of equipment sites may cause extended or permanent loss of Services to you. Degradation of established Services may be caused by obstruction of the transmission path between your site and the access point, a clear line of sight between access point and endpoint being necessary for reliable communication. Extended or permanent suspension of Services may result from termination of Internet access by the Organization’s access provider.

Rates are determined by the Organization, and are subject to change. The current non-refundable membership fee is $50 (fifty dollars) to join the Organization and $35 (thirty-five dollars) per month for Internet access. Members are not required to have Internet access through the Organization. The Organization shall notify you in writing at least thirty days before any change in prices. In the event of a price increase, you may terminate Services and incur no termination charges by notifying the Organization in writing at least fourteen days before the effective date of the increase. Otherwise, you are responsible for payment of fees for the Service Period at the new prices.

You agree to pay all charges incurred, including all applicable sales and use taxes as well as duties or levies. You are responsible for payment of each Service Period whether or not Services are continuously provided throughout the Period unless Internet access is generally unavailable at your wireless access point for 10 consecutive days. You shall receive credit for the full interval during which Services are unavailable. Should Services be terminated before the end of a quarter for which prepayment has been made, the Organization shall refund an amount corresponding to Service Period not received less charges for unanticipated Services received.

You will be billed monthly. The billed amount is payable on or before the beginning of the month. Payments are credited from the account due date, not from the date the payment is received. A grace period of twenty days from the due date is given for accounts. A late charge of $10 will be charged if payment is not received by the end of the grace period. After thirty days without payment, the Directors may vote to suspend your membership. At the beginning of your first Service Period you will receive an invoice covering the remainder of your first quarter of Services, and if fewer than thirty days remain in the quarter ending, you will receive an additional invoice for the quarter following. The amounts stated on both invoices are payable in thirty days.

All invoicing is done by email. Approximately 10 days prior to the beginning of each month, the Organization shall deliver an invoice to you covering anticipated Services for the month beginning and charges for unanticipated Services for the month ending. The invoice identifies the due date, the amount and the address to send payments to.

The Organization is made up of your neighbors, friends and colleagues. Non payment and/or untimely payment of your share of the Organization’s connection cost will badly reflect your standing with them. It is possible they will have to pick up the costs incurred due to your nonpayment. Additionally, the Organization may take remedial action as they determine necessary as set forth in this document and in the Organization’s By Laws.

You agree to provide, at your own expense, all necessary preparations required to comply with the Organization’s installation and maintenance specifications for your site, including but not restricted to purchase, installation, and maintenance of antennas, antenna cables, grounding provisions, endpoint transceiver, and any other equipment at or extending from your site related to the use of Services.

You accept all responsibility for the installation and maintenance of any external antennas in compliance with local electrical and building codes and in a manner which will minimize lightning damage to any structure or equipment to which antennas or antenna cables are attached, even if members of the Organization provided volunteer assistance with installation of your equipment. You provide, at your expense, adequate insurance covering antennas, antenna cables, equipment connected to external antennas, and structures which might be affected by lightning strikes on external antennas. You arrange backup Internet access, at your expense, via a service provider if you depend on Internet access. You provide any software or equipment which you may need, at your expense, to protect data and software at your site against unauthorized access, theft or damage via the Organization’s network.

If you provide a wireless relay or access point at your site for inclusion in the wireless network managed by the Organization for the mutual benefit of its members, you agree to purchase, install, maintain, protect, insure, and power all equipment including but not limited to antennas, endpoint transceiver, access point transceiver, relay transceiver, and hub or router as well as cables and whatever grounding provisions you require.

You agree to provide access only to members of your household or place of business.

The Organization disclaims all express and implied warranties, including the warranties of merchantability and fitness for any particular purpose.

The Organization may from time to time upgrade its Services to comply with Internet standards or to improve the performance, availability, maintainability or coverage of its network. You agree that, beyond reasonable planning for orderly migration, the Organization shall not be liable to you should any such upgrades cause your equipment to become obsolescent or obsolete, require modification or alteration, or otherwise affect the performance of equipment.

You agree that the Organization may accept network management traps from your transceiver, and perform exclusive network management of your transceiver including but not limited to upgrading of endpoint firmware and disabling of your transceiver if the Organization determines that operation endpoint is disruptive to the network. Similarly, if you provide a wireless relay or access point at your site, you also agree that the Organization may exclusively manage your relay or access point.

The Organization shall not be liable, either in contract or in tort, for damage to you out of your use or inability to use Services or products provided hereunder. The Organization shall not be liable for unauthorized access to your transmission facilities or your premise equipment; or for unauthorized access to or alteration, theft or destruction of your data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, even should such access occur as a result of the Organization’s negligence. Your sole remedy for non-performance of Services under this Agreement shall be repair or replacement of Services. You waive all other rights and remedies at law or in equity. In no event shall the Organization or its officers, agents, or members be liable under any circumstances for any other damage including lost profits, loss of data, or special, indirect, incidental, exemplary, or consequential damages, for any cause whatsoever, regardless of the form of action, even if the Organization has been advised of the possibility of such damages to you.

If you default, the Organization may terminate Services and retake possession of Service Equipment (before, during or after action to recover sums hereunder), retain all payments made hereunder, and recover charges and costs which you owe as well as any other damages the Organization may have sustained because of your default. “Default” shall mean that you have become subject to a voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation proceeding; make an assignment for the benefit of creditors; admit in writing your inability to pay debts when due; or fail within ten (10) days after written notice to remedy any breach of this Agreement.

The Organization may interrupt Services immediately after an attempt to notify you by telephone in any event where the Organization has determined that your are in breach of the AUP. Services shall be timely reinstated after the Organization determines that the condition has been remedied.

You agree to indemnify the Organization, its officers and its directors and hold such persons harmless from and against all loss, liability, damage and expense, including reasonable counsel fees, caused by:

1. Acts or omissions of you or your household, officers, employees, agents, contractors or volunteer assistants that arise out of or are caused by the construction, installation, maintenance, presence, use or removal of systems, antennas, terminal equipment or software that are or have been connected to the Organization Services and that result in claims and demands for damages to property or for injury or death to persons including payments made under any Worker’s Compensation Law or under any plan for employee’s disability or death benefits;
2. Claims for libel, slander, invasion of privacy or infringement of copyright, and invasion or alteration of private records or data arising from any information, data or message transmitted over the network from your facilities, and
3. Claims for infringement of patents arising from the use of equipment, software, apparatus and systems not provided by the Organization in connection with Services.

The provisions of this Part shall remain in force for three years after your final Service Period.

1. You shall not assign or transfer your Membership without the prior written consent of the Organization.
2. The Organization shall not be responsible for performance of its obligations hereunder were delayed or hindered by the unavailability or unwillingness of volunteer members to perform necessary duties.
3. Any legal action arising out of failure, malfunction or defect in Services shall be brought before the appropriate court in the State of Virginia within one year of the occurrence or is deemed waived.
4. You are responsible for assessing your own need for property, casualty, liability insurance against all risks including but not limited to: lightning damage or injuries associated with installation and maintenance of your equipment. You shall bear the risk of loss to your equipment and agree to not make any claims against others for any such property loss.
5. This Agreement shall be governed by the laws of the State of Virginia.
6. Should any part, section or other portion of the Agreement be found invalid, the balance of the provisions shall remain unaffected and shall be enforceable.
7. This Service Agreement together with the current Bylaws constitutes the entire agreement between the parties. The parties hereby specifically advise each other that any representations inconsistent with the terms and conditions contained herein made by any officer, agent or employee are wholly unauthorized and are specifically repudiated.