Terms and Conditions
Starlight Fiber and Customer (the “Parties”) agree as follows:
TERMS AND CONDITIONS
1. Internet, Voice and other Residential Services
a. Residential Internet and Phone Services. Starlight Fiber operates one or more data centers (referred to herein as the “Data Center”) that may be used to provide services to Customer. Subject to the terms and conditions of this Agreement and Customer’s compliance therewith (including timely payment to Starlight Fiber of all fees specified in this Agreement and Customer's compliance with the Rules and Regulations), Starlight Fiber will provide to Customer the services and other benefits as described in this Agreement and the attached Quote (Statement of Work) —(hereinafter referred to as the “ SOW ”).
b. Quote (Statement of Work) - SOW. To be binding on Starlight Fiber, the SOW must be signed by an authorized representative of Customer, and Starlight Fiber must deliver notice to Customer that it has accepted the SOW. Starlight Fiber shall be deemed to have accepted the SOW if it begins to provide Services under the SOW. The SOW will be governed by this Agreement. The SOW may be amended by the Parties, but only by their mutual written agreement. The services and benefits described in this Agreement and the SOW are referred to as the “Services.” If and to the extent that any other services or benefits are provided by Starlight Fiber to Customer, but are not described in this Agreement or the SOW, then they will also be “Services” governed by this Agreement, unless some other written agreement between the Parties applies to such services or benefits. The Services may be in the form of services that are substantially similar to the Services described in this Agreement or the SOW if, in the reasonable opinion of Starlight Fiber, such substantially similar services would provide Customer with the substantially same benefit or functionality as the Services described in this Agreement or the SOW.
2. PAYMENTS AND BILLING
a. Payments. Customer will make payment for Services in accordance with the applicable SOW. If no fees are specified in the SOW, the then current standard fees charged by Starlight Fiber for similar services will be payable by Customer. After the initial term of this Agreement, all fees are subject to increase by Starlight Fiber upon at least sixty (60) days advance written notice to Customer; provided, however, that if the term of this Agreement is month to month, then Starlight Fiber may change the fees at any time upon at least thirty (30) days advance written notice to Customer.
b. Billing and Payment Terms. Customer will be billed monthly, unless and except as otherwise provided in the SOW. Payment will be due within ten (10) days of the date of each Starlight Fiber invoice. If an invoice is disputed by Customer, Customer must give written notice of the dispute to Starlight Fiber within ten (10) days of the date of the invoice. Any undisputed portion of the invoice must be paid without delay. The dispute and the disputed amount will be resolved in accordance with the dispute resolution provisions of this Agreement (see Section 8.B.). All payments will be made in U.S. dollars at Starlight Fiber's address set forth in this Agreement or at such other address, or to such other bank account, as Starlight Fiber may from time to time indicate by written notice to Customer. Late payments hereunder will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. Starlight Fiber will also be entitled to recover from Customer any and all costs, expenses and attorneys’ fees incurred in collecting any payments from Customer that are past due. If Customer is delinquent in its payments, Starlight Fiber may, upon written notice to Customer, suspend all Services or modify the payment terms to require full payment before the continued provision of Services and use of Starlight Fiber supplied equipment or require other assurances to secure Customer’s payment obligations hereunder, including retention of Customer Equipment as a security interest until any late payments are tendered by Customer.
c. Taxes. Any sales, use, excise, value-added, personal property, occupational, or withholding taxes or other taxes or government levies, assessments, duties or tariffs relating to this Agreement or any SOW or any Services or to payments to be made under this Agreement or an SOW will be paid by Customer in addition to all other payments set forth in this Agreement. Customer will hold Starlight Fiber harmless from any such taxes, levies, assessments, duties and tariffs, and any related penalties, interest, and charges. If and to the extent that Starlight Fiber pays any of the foregoing, Customer will promptly reimburse Starlight Fiber. This Section C. does not apply to federal or state taxes of Starlight Fiber based on Starlight Fiber’s net income.
3. CUSTOMER'S OBLIGATIONS
a. Compliance with Law. Customer agrees that in connection with this Agreement and the SOW and any Services, Customer will comply with all applicable laws and regulations. Customer will not use the Services for any unlawful or immoral or disreputable purpose.
b. Compliance with Acceptable Use Policy. Customer agrees that it will comply with Starlight Fiber's then-current general acceptable use policy of which Customer has been notified, but only to the extent that the Policies apply. The Acceptable Use Policies are located at www.starlightfiber.com/policy. No amendment or change to the Acceptable Use Policy will be binding on Customer until fifteen (15) days after Starlight Fiber has notified Customer of the amendment or change. Acceptable Use Policies are subject to Starlight Fiber’s reasonable discretion.
c. Maintenance of Customer Equipment. Unless and except as provided otherwise in the SOW, Customer will be responsible for the maintenance and servicing of Customer Equipment and for operating and maintaining the Customer Equipment in compliance with the manufacturer's specifications and recommendations.
d. Personal Use Only. Customer agrees to use Starlight Fiber’s products and services for their own personal use only. Customer may not use services provided for any business purpose, including but not limited to Non-Profits, commercial, governmental or high volume environment.
e. Normal Use. If the use of the services provided by Starlight Fiber to Customer is determined to be inconsistent with normal use of such services, Customer will be required, at Starlight Fiber’s sole discretion, to pay the equivalent business rates for the services provided or terminate the services provided. Unlimited use plans are designed for single family use within the residence where the services are provided. Unlimited phone services are intended for normal dialogue and excessive use of these services will be reviewed by Starlight Fiber.
f. Equipment. Customer agrees to use Starlight Fiber’s provided equipment for the intended purpose of connecting to the Starlight Fiber provided services. Starlight Fiber is not responsible for any damage to any equipment that the Customer connects to the network or uses to use Starlight Fiber’s products. Customer acknowledges that some services require them to provide their own equipment. (ie. computers, wireless access points, routers, phones, etc).
g. Starlight Fiber Equipment Returns. Upon termination of the agreement, Customer will, at its sole expense, return all equipment that is owned by Starlight Fiber within 10 days of service termination. Failure to return equipment by Customer may result in Starlight Fiber charging for this equipment. Customer authorizes Starlight Fiber to charge the card on file or seek payment in other reasonable forms from Customer.
4. WARRANTIES, DISCLAIMERS, INDEMNIFICATION, ETC.
a. Warranties by Customer.
i. Content. Customer represents and warrants that all content, information, software, works of authorship, and other subject matter referred to in Section 3. B. above will be in compliance with all applicable laws and regulations and will not represent, be or cause a violation, infringement or misappropriation of any intellectual property, confidential information, right of privacy or publicity, or other right of any other person or entity, and will not be infringing, defamatory, slanderous, libelous, illegal, pornographic, or obscene.
ii. General Warranties. Customer represents and warrants that:
Authority . It has full power and authority to execute and deliver this Agreement and the SOW and to consummate the transactions contemplated by this Agreement and the SOW. All acts and other proceedings required to be taken to authorize such execution, delivery and consummation have been duly and properly taken and obtained.
2. Enforceability . This Agreement has been duly executed and delivered by Customer and this Agreement and the SOW constitute legal, valid and binding obligations of Customer enforceable against Customer in accordance with their terms.
3. Approvals, Consents, Etc . No approval, authorization, consent or other order or action of or filing with any court, administrative agency or other governmental authority is required for the execution and delivery by Customer of this Agreement and the SOW or the consummation by Customer of the transactions contemplated by this Agreement or the SOW
b. Warranties by Starlight Fiber.
i. General Warranties. Starlight Fiber represents and warrants that:
Organization . It is a corporation duly organized, validly existing and in good standing under the laws of its state or jurisdiction of incorporation or formation.
2. Authority . It has full power and authority to execute and deliver this Agreement and the SOW and to consummate the transactions contemplated by this Agreement and the SOW. All acts and other proceedings required to be taken to authorize such execution, delivery and consummation have been duly and properly taken and obtained.
3. Enforceability . This Agreement has been duly executed and delivered by Starlight Fiber and this Agreement and the SOW constitute legal, valid and binding obligations of Starlight Fiber enforceable against Starlight Fiber in accordance with their terms.
4. Approvals, Consents, Etc . No approval, authorization, consent or other order or action of or filing with any court, administrative agency or other governmental authority is required for the execution and delivery by Starlight Fiber of this Agreement and the SOW or the consummation by Starlight Fiber of the transactions contemplated by this Agreement or the SOW.
c. Emergency (911) Services Conditions and Limitations. YOUR SAFETY IS OF CRITICAL IMPORTANCE TO STARLIGHT FIBER, INC. FOR THIS PURPOSE STARLIGHT FIBER PROVIDES A FEATURE ON THE RESIDENTIAL VOICE SERVICES ALLOWING CUSTOMER TO DIAL 9-1-1 TO REACH EMERGENCY PERSONNEL. HOWEVER, THE 911 SERVICE THAT IS PROVIDED IS DIFFERENT THAT TRADITIONAL 911 SERVICES OFFERED BY WIRELESS CARRIERS AND WIRED PHONE SERVICES. THE FEATURE TO DIAL 9-1-1 FROM STARLIGHT FIBER SERVICES IS NOT A REPLACEMENT FOR THESE TRADITIONAL EMERGENCY DIALING SERVICES. STARLIGHT FIBER AND ITS PROVIDERS ARE UNABLE TO GUARANTEE THE RELIABILITY OF THE 911 DIALING FEATURES OF YOUR SERVICE. STARLIGHT FIBER PERSONNEL WILL WORK WITH CUSTOMER TO SETUP THE SERVICES AND REPORT AN EMERGENCY ADDRESS TO THE EMERGENCY SERVICES IF YOU ATTEMPT TO DIAL EMERGENCY SERVICES BY DIALING 9-1-1. CUSTOMER MUST ENSURE THAT THE INFORMATION PROVIDED TO STARLIGHT FIBER IS ACCURATE AND IS RESPONSIBLE FOR UPDATING STARLIGHT FIBER FOR ANY CHANGES IN THIS INFORMATION. THE CUSTOMER MUST NOTIFY ANY INDIVIDUALS IN THE LOCATION THAT MAY USE THE STARLIGHT FIBER PROVIDED SERVICE THAT THIS SERVICE DOES NOT REPLACE TRADITIONAL 911 EMERGENCY SERVICES. STARLIGHT FIBER RECOMMENDS THAT YOU HAVE ALTERNATE METHODS TO REACH 911 EMERGENCY SERVICES IN CASE OF AN EMERGENCY.
d. Disclaimer. STARLIGHT FIBER MAKES NO REPRESENTATION, WARRANTY OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND CUSTOMER’S USE OF AND RELIANCE ON THE SERVICES, THE DATA CENTER, AND CUSTOMER EQUIPMENT ARE AT CUSTOMER’S SOLE RISK. STARLIGHT FIBER DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. STARLIGHT FIBER DOES NOT WARRANT THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
e. Disclaimer of Actions Caused by and/or Under the Control of Third Parties. WHILE STARLIGHT FIBER'S DATA CENTER AND SERVICES MAY PROVIDE CUSTOMERS WITH CONNECTIVITY TO THE INTERNET, STARLIGHT FIBER DOES NOT AND CANNOT CONTROL THE FLOW OF INFORMATION TO OR FROM STARLIGHT FIBER'S DATA CENTER TO OR FROM THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES, EQUIPMENT AND RESOURCES PROVIDED, MAINTAINED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS CAUSED BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS IN WHICH STARLIGHT FIBER'S CUSTOMERS' CONNECTIONS TO THE INTERNET MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH STARLIGHT FIBER WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY OR RESPOND TO SUCH EVENTS, STARLIGHT FIBER CANNOT GUARANTEE THAT THEY WILL NOT OCCUR. ACCORDINGLY, STARLIGHT FIBER DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
f. Indemnification. Each Party will indemnify the other Party and its affiliates, shareholders, officers, directors, employees, agents, representatives, and other customers against, and hold them harmless from, any and all “Claims” (as defined below) and any litigation, arbitration, mediation, proceedings, judgments, awards, costs, liabilities, losses, damages, settlements, and expenses (including, but not limited to, reasonable attorneys' fees and fees of experts) arising out of or caused by any Claim. A “Claim” means any claim, allegation or cause of action: (i) arising from or caused by a Party’s breach of this Agreement, the SOW, or any representation or warranty of the Party (the “Indemnifying Party”), or (ii) which if true would be or result in a breach of any representation or warranty of the Indemnifying Party, or (iii) relating to the Indemnifying Party’s business, website, domain name or equipment, or (iv) relating to any damage to tangible or intangible property or injury to person where such damage or injury is caused or alleged to be caused by Indemnifying Party or any employee, contractor or representative of the Indemnifying Party, (v) relating to any personal injury under Section 6. A. below.
5. LIMITATIONS OF LIABILITY
a. Personal Injury. EACH PERSON (INCLUDING EMPLOYEES, CONTRACTORS AND REPRESENTATIVES OF CUSTOMER) VISITING THE DATA CENTER DOES SO AT HIS/HER OWN RISK AND STARLIGHT FIBER ASSUMES NO LIABILITY WHATSOEVER FOR ANY HARM TO SUCH PERSONS RESULTING FROM ANY CAUSE OTHER THAN STARLIGHT FIBER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY TO SUCH PERSONS DURING SUCH VISIT.
b. Damage to Customer Equipment or Materials. STARLIGHT FIBER WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DAMAGE TO, OR LOSS OF, ANY CUSTOMER EQUIPMENT OR CUSTOMER MATERIALS RESULTING FROM ANY CAUSE OTHER THAN STARLIGHT FIBER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF AND TO THE EXTENT STARLIGHT FIBER IS LIABLE FOR ANY DAMAGE TO, OR LOSS OF, ANY CUSTOMER EQUIPMENT OR MATERIALS, SUCH LIABILITY WILL NOT EXCEED THE LESSER OF THE REASONABLE COST OF REPAIR OR THE THEN-CURRENT VALUE OF THE CUSTOMER EQUIPMENT OR MATERIALS.
c. Limitation of Liability. STARLIGHT FIBER’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE SERVICES, THIS AGREEMENT OR THE SOW (REGARDLESS OF THE FORM OF ACTION OR CLAIM - E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE, AND/OR OTHERWISE) WILL NOT EXCEED A LIMIT EQUAL TO THE TOTAL OF ALL FEES RECEIVED BY STARLIGHT FIBER FROM CUSTOMER UNDER THIS AGREEMENT. STARLIGHT FIBER WILL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS. REVENUE, OR BUSINESS, EVEN IF STARLIGHT FIBER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. STARLIGHT FIBER IS NOT RESPONSIBLE FOR LOSS OF USE OF ANY WEBSITE, INTERNET ACCESS, HARDWARE OR SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, THE COST OF ANY SUBSTITUTE PERFORMANCE, EQUIPMENT, SOFTWARE, DATA OR SYSTEM, OR CLAIMS BY ANY PARTY OTHER THAN CUSTOMER. THIS AGREEMENT, AND THIS SECTION IN PARTICULAR, DEFINES A MUTUALLY AGREED UPON ALLOCATION OF RISK AND THE FEES AND OTHER CONSIDERATION HAVE BEEN SET TO REFLECT SUCH ALLOCATION. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF OR ANY REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
6. TERM AND TERMINATION
a. Term. Except as otherwise provided in the SOW, the initial term of this Agreement will be for one year, beginning on the date Starlight Fiber begins to provide the Services under this Agreement, which date will not be
unreasonably delayed. Services will begin as soon as reasonably practicable and subject to any schedule in the
SOW. After the initial term, this Agreement will automatically renew on the same terms and conditions for successive one month terms thereafter, unless either Party provides written notice to the other Party of its intention not to renew at least ninety (90) days prior to the expiration of the term then in effect. Unless this Agreement is terminated by either Party under either Sections 7.a. or 7.b., all of the obligations of theParties under this Agreement shall remain in effect.
b. Termination For Cause. Either Party may terminate this Agreement if: (i) the other Party materially breaches any term or condition of this Agreement or the SOW, including but not limited to the payment of fees, and fails
to cure such breach within 30 days of written notice of the breach; (ii) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of date that the other Party becomes subject thereto. Starlight Fiber may upon notice to Customer terminate this Agreement or suspend Services if Customer or any of its personnel violate any of the Acceptable Use Guidelines or this Agreement.
c. Effect of Termination. Upon the effective date of expiration or termination of this Agreement:
i. Starlight Fiber will have no further obligation to provide Services and Customer will have no rights to any Services.
ii. Any and all payment obligations of Customer which have accrued as of such expiration or termination will become due immediately, and Customer must pay for all Services performed prior to expiration or termination (Section 2 will continue to apply to all payments and expenses accruing prior to expiration or termination).
d. Assistance in Transferring . If either party terminates this Agreement, Starlight Fiber will assist Customer in the orderly termination of services, including timely transfer of services to another designated provider. Customer agrees to pay Starlight Fiber the actual costs of rendering such assistance. Actual costs could include but are not limited to: Training, data transfer, license transfers or equipment de-installation.
e. Survival. The following provisions will survive any expiration or termination of the Agreement: Any obligations to indemnify or hold harmless; Section 2. c.; Section 3. c.; Section 4; Section 5 (except Section 5. b. i.); Section 6;
Section 7; Section 8; any payment obligations during the term and any renewal terms in accordance with
Section 2; and any obligations that expressly or by their nature should survive expiration or termination of this Agreement. However, no surviving section or provision will require Starlight Fiber to continue any of the Services.
7. GENERAL PROVISIONS
a. Assignment and Successors. This Agreement is not assignable or transferable without written consent of the Parties, which consent shall not be unreasonably withheld, except that this Agreement may be assigned or transferred by a Party to any third party who acquires substantially all of the Party’s business assets or, in the case of Starlight Fiber, the Data Center.
b. Governing Law and Forum - Dispute Resolution. This Agreement will be governed by the laws of the state of Utah without giving effect to conflict or choice of law principles. Any litigation between the Parties will be
conducted exclusively in a state or federal court of competent jurisdiction within Utah and such court’s appellate courts. The Parties agree and submit to such exclusive jurisdiction and venue. In the event of any dispute between the Parties, the following dispute resolution process must be followed prior to any litigation of the dispute:
i. Representatives of each Party will meet in good faith to attempt to resolve the dispute in a face-to-face settlement meeting at Starlight Fiber’s offices. Each representative must have settlement authority.
ii. If the dispute is not resolved within two weeks following the settlement meeting of (1) above, then the there will be a second good faith, face-to-face settlement meeting between the Parties Starlight Fiber’s offices and the second settlement meeting will be attended by the President or chief executive officer of each Party and by each Party’s attorney.
iii. Neither Party may litigate the dispute unless and until the meetings of (1) and (2) above have been held and the dispute is first submitted to the American Arbitration Association for mediation to be conducted in Salt Lake County, Utah in accordance with the commercial mediation procedures of the American Arbitration Association and under the jurisdiction of the American Arbitration Association. There is no obligation to arbitrate the dispute.
iv. If a Party refuses or fails to comply with (1) to (3) above in a reasonable and prompt manner, then the other Party may initiate litigation of the dispute without further delay. If the dispute involves an actual or alleged breach of Section 4 or an infringement of a Party’s intellectual property, then (1) to (3) above do not apply to such dispute, and there is no obligation to delay litigation of such dispute.
c. Force Majeure. Except for obligations to make payment, neither Party will be deemed in breach of this Agreement or liable for any failure to perform an obligation where such failure is caused by an Act of God, fire, flood, earthquake, storm, terrorism, war, crime, change in law or regulation, any disruption, outage or malfunction of or interference in communications, network, equipment or software, act of any military, civil or regulatory authority, the Internet, any third party, any disruption or delay in supplies, power, or other utilities, any labor dispute or shortage, or circumstances beyond the control of that Party. It is also understood that downtime of the Data Center or any of its equipment or software for maintenance, re-location, and other purposes will be necessary from time to time and that unintended interruptions and unscheduled downtime may also occur and are not a breach of this Agreement.
d. Waiver. Any waiver under this Agreement must be in writing and any waiver in one case will not be construed as a waiver in a subsequent case, even if the waive applies to the same provision of this Agreement.
e. Construction. This Agreement represents the wording selected by the Parties to define their agreement and no rule of strict construction will apply against or in favor of either Party. This Agreement is written in, and will be governed by, the English language.
f. Relationship. Neither Party is the partner, joint venturer, agent or representative of the other Party. Each Party is an independent contractor. There is no employment relationship between the Parties. Neither Party has the authority to make any representations or warranties or incur any obligations or liabilities on behalf of the other Party. Neither Party will make any representation to a third party inconsistent with this Section.
g. Contractors. Starlight Fiber may subcontract its obligations or responsibilities to contractors, but this will not excuse Starlight Fiber from its obligations and responsibilities under this Agreement.
h. Export Laws and Use Outside of the United States. Customer shall comply with all export laws and regulations and government orders applicable to Customer or the Customer Equipment or Customer’s business. Customer shall not use the Services or any Customer Equipment or the Data Center to export or re-export directly or indirectly (including via remote access) anything to any jurisdiction, country or person in violation of such laws, regulations or government orders.
i. Injunctive and other Equitable Relief. Each Party acknowledges that the restrictions and protections in this Agreement relating to the protection of Customer Data or Confidential Information are reasonable and necessary to protect the other Party's legitimate business and intellectual property interests. Each Party acknowledges that any breach of any such restrictions will result in irreparable injury to the other Party for which money damages could not adequately compensate. If there is a breach, then the injured Party shall be entitled, in addition to all other rights and remedies which it may have at law or in equity, to have a decree of specific performance and preliminary and permanent injunctions issued by any court of competent jurisdiction, requiring the breach to be cured and enjoining all persons involved from continuing the breach. The existence of any claim or cause of action that a Party or any other person may have against the other Party shall not constitute a defense or bar to the enforcement of any of the provisions of this Section. This Section does not affect any provision in this Agreement relating to limitations of liability.
j. Attorneys’ Fees. In the event of any litigation between the Parties relating to this Agreement or the SOW or the Services, the prevailing Party will be entitled to recover from the other Party reasonable attorneys’ fees and all other costs and expenses reasonably incurred in connection with such litigation and in enforcing or collecting any judgment rendered as result of such litigation.
k. Entire Agreement. This Agreement, together with all SOWs signed by the Customer under this Agreement and any SOWs signed under any prior version of this Agreement under which Services are still being provided: (i) represents the entire agreement between the Parties relating to the subject matter of this Agreement, (ii) supersedes all prior agreements, understandings, representations and warranties applicable to the subject matter of this Agreement, and (iii) may only be amended, canceled or rescinded by a writing signed by both Parties. Any terms or conditions of any purchase order or other document submitted by Customer in connection with this Agreement, which are in addition to, different from or inconsistent with the terms and conditions of this Agreement, are not binding on Starlight Fiber and are ineffective.
l. Execution and Authority. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this Agreement is executed via facsimile, each Party hereto will provide the other Party with an original executed signature page within five (5) business days following the execution of this Agreement. The persons signing represent that they are duly authorized to execute this Agreement for and on behalf of the Party for whom they are signing.