Pathfinder, LLC

By executing a Service Order Agreement (“SOA”) with Pathfinder, LLC (“Pathfinder”), Customer is requesting, and agrees to pay for the Service identified in the SOA and agrees to be bound by the SOA, these General Terms and Conditions and the Acceptable Use Policy (collectively, the “Agreement”).

1. 0 Definitions
“CPE” means Customer Premises Equipment used at the End User location or Customer location in conjunction with the Service, which CPE Pathfinder owns, manages, or controls and for which Pathfinder has maintenance obligations.

“Customer Equipment” means Customer Equipment used at the End User location or Customer location in conjunction with the Service, which Customer Equipment Customer owns, manages, or controls and for which Customer has maintenance obligations, but expressly excludes CPE.

“Due Date” shall mean fifteen (15) calendar days from the invoice date.

“End User” means Customer, Customer’s clients or any third party who utilizes or accesses the Service or Pathfinder’s network via the Service provided hereunder.

“Force Majeure” means an unforeseeable event beyond the reasonable control of a Party, including without limitation: acts of God, fire, flood, labor strike, sabotage, cable cut not caused by Pathfinder or its underlying carrier, acts of terror, government laws or regulations, war or civil disorder.

“MRC” means the monthly recurring charge for Service, as agreed upon by the Parties and documented on an SOA, as applicable.

“NRC” means a one-time, non-recurring charge with respect to the Service agreed upon by the Parties and documented on each SOA, as applicable. NRCs are typically related to the new account set up or the installation cost of the Service.

“Parties” means, collectively, Pathfinder and Customer.

“Past Due Date” shall mean the first day that is sixteen (16) calendar days from the invoice date.

“SOA” means Service Order Agreement.

“Start of Service Date” means the date Customer is notified by Pathfinder that Service is available for use.

“Term” means the number of months a Customer has agreed to engage Pathfinder for the Service, as further defined in the SOA.

“Termination Liability Charges” means (i) all previously waived or discounted NRC, as set forth in the SOA, plus (ii) fifty percent (50%) of the MRC’s for the remaining SOA Term.

“Undisputed Payment” means the amount of an invoice with respect to which Customer has not properly and timely submitted a billing dispute.

“WISP” means Wireless Internet Service Provider. All Standard Wireless Customers may be referred to as Standard WISP Customers.

2.0 Terms and Conditions

2.1 These General Terms and Conditions set forth, in part, the terms and conditions under which Pathfinder shall provide the Service to Customer, as further specified in the SOA. The terms of the SOA shall supersede any inconsistent terms contained in these General Terms and Conditions.

2.2 Customer will be bound by any modifications made by Pathfinder to these General Terms and Conditions effective upon the passing of the Notice Period. Customer will be provided with at least fifteen (15) days prior notice of any modification of these General Terms and Conditions that might materially and adversely affect Customer (“Notice Period”). Notice may be furnished by: (1) a message included with an invoice; (2) a postcard or letter; or (3) e-mail.

2.3 Pathfinder will provide the Service or cause the Service to be provided to Customer in accordance with the Agreement. Pathfinder may utilize an affiliate or third party to provide the Service to Customer.

2.4 Taxes – All amounts owed by Customer to Pathfinder are exclusive of, and to the extent not otherwise exempt, Customer will be responsible for all sales, use, excise, Federal Universal Service Fund and other taxes, including NECA tariff increases where applicable, that may be levied upon either Party (except for taxes based on Pathfinder’s net income) in connection with the Agreement or the Service.

2.5 The Agreement may be terminated by the Customer upon thirty (30) calendar days’ written notice if Pathfinder:
i. Breaches any material term or condition of the Agreement and fails to remedy such breach within thirty (30) calendar days of receipt of Customer’s termination notice.

ii. Terminates or suspends its business operations, unless it is succeeded by an assignee of its rights and obligations under the Agreement.
If a termination of the Agreement were to occur due to any of the items outlined in 2.5.i or 2.5.ii above, Pathfinder will recover the CPE at no cost to the Customer within thirty (30) calendar days from the termination date; provided, however, Customer shall pay Pathfinder for the replacement cost of any CPE that is damaged while the CPE was in Customer’s possession, such as due to improper handling, neglect, or removal by the Customer.

3.0 Invoicing

3.1 Procedure – Customer will pay for Service by signing into a secure payment portal. A link to the portal will be emailed to Customer by Pathfinder. Once Customer has created their password, Customer can save and use check or debit/credit card payment methods. Customer also may pay by wire transfer sent in accordance with applicable instructions provided by Pathfinder. All invoices are due within fifteen (15) calendar days of the invoice date. Any invoice not paid in full within such fifteen (15) day period will be past due and subject to a late payment fee of $15. A $1.60 surcharge will be added to all debit/credit card payments. Debit/credit card payments over $1,000 will have an additional 2.5% surcharge.

3.2 Advance Invoice – Pathfinder will invoice Customer in advance for the Service. All amounts, other than an amount disputed in writing, that are not received by Pathfinder in full by the Due Date will be considered past due and subject to a late payment fee of $15. The Service may be terminated, disconnected, and equipment removed on and after the Due Date upon four (4) calendar days’ notice to Customer if full payment, less any timely and properly submitted billing dispute, is not received by Pathfinder. In addition, Pathfinder may charge a five hundred dollar ($500) reconnect fee for the Service, at its sole discretion, to restore such Service.

3.3 Dispute of Invoice – Customer shall only be obligated to pay the Undisputed Payment amount on or before the Due Date. In order to properly dispute all or any portion of an invoice, Customer must give written notice to Pathfinder of the disputed amount (with details of the nature of the dispute and the Service and invoice(s) disputed) within fifteen (15) calendar days following the date of the applicable invoice. The Parties shall use commercially reasonable efforts to resolve the dispute in good faith within a thirty (30) day time frame following the Customer’s giving the notice of dispute. Each Party shall supply the other Party with additional information or documentation that such other Party shall reasonably request in connection with potential resolution of the dispute. If the dispute is resolved against the Customer, the Customer shall pay the amount that was in dispute together with the $15 late fee. If Customer is entitled to credits or adjustments for disputed amount, Pathfinder will credit Customer for the disputed amount plus any late fees previously paid by Customer on the invoice issued by Pathfinder to Customer in the next billing cycle.

3.4. Attorney’s Fees – Customer shall also pay all collection costs and fees incurred by Pathfinder (including, without limitation, reasonable attorneys’ fees) for the collection of late payments.

3.5. Refunds – If Customer has prepaid MRC’s under the Agreement and should Customer terminate the Agreement in accordance with its terms and conditions, then Customer may be entitled to a refund of such prepaid MRC’s less, if applicable, any Termination Liability Charges and/or the replacement cost of any CPE that is damaged while the CPE was in Customer’s possession, such as due to improper handling, neglect, or removal by the Customer. Customer may request a refund of prepaid MRC’s and such request will be considered by Pathfinder after all CPE has been returned to Pathfinder in good working condition. The request must be received by Pathfinder in writing at [email protected] and Customer must allow up to 30 days for the request to be reviewed and processed by Pathfinder.

3.6 Prorations – Any downward or upward changes made by Customer in their Wireless Internet speed tier are subject to the terms and conditions set forth in the SOA. In all instances, Wireless Internet speed tier changes will be updated in Customer’s next applicable invoice. MRC’s for any Wireless Internet speed tier upward change will be prorated to the date of the change, however any downward changes to the Wireless Internet speed tier will not be prorated, and, instead, will take effect and be applied on the next succeeding billing cycle.

4.0 Terms of Service

4.1 The Agreement is for the term provided in the SOA.

4.2 The minimum speed tier for Pathfinder’s Wireless Internet Service is 11Mbps Down/3Mbps Up.

4.3 Customer may terminate an SOA by providing Pathfinder with written notice of such termination in accordance with the terms set forth in the SOA; provided, however, Customer shall pay to Pathfinder all Termination Liability Charges within ten (10) calendar days following the date of termination.

4.4 Pathfinder may, pursuant to and in accordance with Section 3.2 of these General Terms and Conditions, terminate the Agreement and the Service for Customer’s failure to timely pay undisputed amounts due under the Agreement. If Pathfinder terminates the Agreement for non-payment by Customer or for any other default by Customer under the Agreement, Customer shall pay to Pathfinder all of the Termination Liability Charges within ten (10) calendar days following the date of such termination.

4.5 Pathfinder shall notify Customer of the Start of Service Date.

4.6 Pathfinder shall use commercially reasonable efforts to install the Service on or before the requested service date; however, the inability of Pathfinder to deliver the Service within two (2) months of execution of the SOA shall not constitute a default under the Agreement.

4.7 Customer may move the physical location of the Service to another location within Pathfinder’s service area, provided the following conditions for the move are met, (a) Pathfinder is able to provide Service in the new location, (b) Pathfinder is the provider of the Service at the new location, (c) Customer advises Pathfinder that Service at the new location is to replace the existing Service, (d) Customer’s request for the disconnection of the existing Service and the installation at the new location are received by Pathfinder on the same date, (e) Customer requests Pathfinder to install the Service at the new location on or prior to the disconnection date of the Service at the existing location, and (f) Customer pays all charges due at the existing location through the disconnection date and all applicable NRC’s and MRC’s at the new location. During the time period in which the physical location is being moved, no failure to provide Service as a result of moving the location of the Service under this section 4.7 will be considered as an internet outage or disruption for Customer.

4.8 Notwithstanding anything to the contrary set forth in these General Terms and Conditions, Customer understands that the Service can only be changed or altered by and with the consent and approval of Pathfinder, regardless of the type of Service. Changes to the type of Service, assignment of new settings, support and/or programming of routers and any other Service alterations may incur a charge to the Customer at Pathfinder’s then current rates or Pathfinder’s contract provider’s rates. Customer must provide ample notice and opportunity to Pathfinder to quote and schedule any approved Service changes.

4.9 Customer hereby acknowledges that the Internet is not owned, operated, managed by, or in any way affiliated with Pathfinder or its affiliates. Instead, it is a community network independent of Pathfinder. Customer’s use of the Internet is at Customer’s sole risk and is subject to all applicable local, State, Federal, and International laws and regulations. Access to the Internet is dependent on numerous factors, technologies, and systems beyond Pathfinder’s authority and control.

4.10 Access to networks connected to Pathfinder’s network must be established under rules appropriate to those networks. Pathfinder exercises no control whatsoever over the content and information passing through its network.

4.11 Routine maintenance and periodic system repair, upgrades and reconfigurations, public emergency or necessity, Force Majeure, restrictions imposed by law, acts of God, labor disputes, and other situations, including mechanical or electronic breakdowns, may result in temporary impairment or interruption of Service. As a result, Pathfinder does not guarantee continuous or uninterrupted Service and reserves the right from time to time to temporarily reduce or suspend Service without notice. Customer releases Pathfinder and its owners, directors, officers, managers, employees and agents from any and all obligations, charges, claims, liabilities, opportunity costs and fees incurred, whether foreseeable or unforeseeable, as a result of Service interruption, omission or degradation, including the impact resulting to the Customer.

4.12 Use of Pathfinder’s name, trademarks, service marks, copyrights or other intellectual property owned by Pathfinder or its affiliates is strictly prohibited without the express written consent of Pathfinder. Nothing herein constitutes a license authorizing the use of Pathfinder’s name, trademarks, service marks, copyrights or other intellectual property owned by Pathfinder or its affiliates.

4.13 Customer represents that it is not by law or agreement with others, prohibited from entering into the Agreement.

4.14 The terms of the Agreement may only be waived by a written instrument executed by the Party waiving compliance. Except as otherwise provided for herein, neither Party’s failure at any time, to enforce any right or remedy available to it under the Agreement shall be construed as a continuing waiver of such right or a waiver of any other provision hereunder.

4.15 IN NO CASE WILL PATHFINDER BE LIABLE FOR ANY AMOUNTS EXCEEDING IN THE AGGREGATE THE AMOUNTS PAID BY CUSTOMER TO PATHFINDER UNDER THE AGREEMENT IN THE PRIOR TWELVE (12) MONTHS. PATHFINDER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER STATUTORY, EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CUSTOMER ACKNOWLEDGES AND ACCEPTS THE REASONABLENESS OF THE FOREGOING WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.

4.16 Notwithstanding anything to the contrary set forth in the Agreement, there are no third-party beneficiaries to this Agreement.

4.17 Customer shall be solely responsible for the following: (a) any costs associated with Customer Equipment; (b) access-related charges, including any charges for interconnection, cross-connection, installation, wiring and construction and other access-related charges; (c) the replacement cost of any CPE that is damaged while the CPE was in Customer’s possession, such as due to improper handling, neglect, or removal by the Customer; and (d) any damages caused by Pathfinder’s inability to recover CPE upon termination or expiration of the Agreement.

4.18 All Standard WISP Customers are entitled to a 30 day satisfaction guarantee. A Customer can cancel their Service and obtain a full refund of the paid MRC as long as notice is received in writing to [email protected] within the first 30 days from the Start of Service Date. If Customer cancels the Service within the first 30 days from the Start of Service Date, the Customer shall not be subject to the Termination Liability Charges.

4.19 If Customer chooses to cancel an SOA that is on a month-to-month term for any period of time, Service reinstatement will be subject to a new account setup fee to cover the administrative and technical cost of commissioning the Service of a previous Customer. If Customer has an Agreement and needs to terminate Service, Customer will be subject to Termination Liability Charges, unless:

• If you move to a Pathfinder service area, and transfer Service, you are not charged Termination Liability Charges, however other fees and charges may apply. If you move to a Pathfinder service area, and do not sign up for Service, then the Termination Liability Charges will apply.
• If you move to a non-Pathfinder serviceable area, then the Termination Liability Charges will apply.
• If you are part of an active-duty military deployment, then the Termination Liability Charges will be waived when you provide the appropriate documentation (*details below).
• If the account holder is deceased, the Termination Liability Charges will be waived upon receiving an original certified death certificate.

*As an active duty member of the armed forces, you are eligible to terminate your Agreement with no Termination Liability Charges in the event of military deployment or location transfer. There are just two requirements:
• You must either have received orders to deploy outside the U.S. for more than 90 days or received a permanent change of duty station within the U.S.
• You must have received the orders after signing the SOA.
Please bring your deployment paperwork into our office or give us a call to securely provide your deployment paperwork electronically. Pathfinder will update your account with your cancellation-eligibility status if it’s been approved. Once approved, Customer will notify Pathfinder of desired disconnect date for Service.

4.20 Customers are encouraged to keep the Line of Site between the subscriber radio and the tower clear of snow, foliage, branches and trees. Pathfinder install technicians always choose an installation location that has the best signal, aesthetic considerations, and a location that has as much distance from trees and other potential environmental variables that could degrade or block the Line of Site. However, Customers who experience service degradation related to snow buildup, tree growth, branches, foliage that appear in front of the subscriber radio or along the path between the radio and the tower are responsible for clearing the path or Line of Site. Any Pathfinder site visits related to a degradation of Service due to these environmental factors will be billable at Pathfinder’s then current rates or Pathfinder’s contract provider’s rates.

4.21 Upon the expiration or earlier termination of the Agreement, Customers are required to return all CPE to Pathfinder in good working condition.

4.22 Dish Painting and Warranty Voidance: If a Customer opts to paint a dish, either by granting approval for our technician to perform the painting or by undertaking the task themselves, the warranty associated with the equipment will be rendered null and void. By choosing to proceed with the painting process, the Customer hereby agrees to assume full financial responsibility for compensating Pathfinder for the value of the equipment. Payment for said cost will be owed by the Customer to Pathfinder at the time of the modification.

4.23 The Customer represents and warrants that they have obtained all requisite third-party approvals for the installation of the Service, including agreements or consents from property owners or relevant parties. Such approvals are required by Pathfinder. This encompasses permissions for the installation of Pathfinder equipment at the location determined by our technician, including necessary mounting holes and cable penetrations. The Customer acknowledges the possibility of minimal property damage resulting from these installation processes and agrees to hold Pathfinder harmless from any such damage incurred during the installation.

5.0 Indemnification

5.1 Customer shall indemnify, defend and hold harmless Pathfinder and its affiliates, parents, owners, officers, directors, managers, employees, agents, successors and assigns (“Pathfinder Indemnified Parties”), from and against all claims, demands, liabilities, damages and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to (a) Customer’s breach of any terms of the Agreement or (b) Pathfinder’s provision of Services under the Agreement.

5.2 In no event shall Customer be held liable to any Pathfinder Indemnified Parties for any damages arising out of the gross negligence, tortious conduct or intentional misconduct of any Pathfinder Indemnified Party.

5.3 Subject to any liability limitation set forth in these General Terms and Conditions, Pathfinder shall indemnify, defend and hold harmless Customer from and against all claims, demands, liabilities, damages and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to Pathfinder’s breach of any terms of the Agreement.

6.0 Severability

Should any provision of the Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall be deemed modified to the extent necessary (consistent with the intent of the Parties) to eliminate the illegal, invalid or unenforceable effect or to delete such provision if modification is not feasible, and the remaining terms shall continue in full force and effect.

7.0 Maintenance

Pathfinder endeavors to perform all non-emergency Scheduled Maintenance during pre- established maintenance hours or windows. Scheduled Maintenance refers to (a) upgrades of hardware or software, (b) upgrades to increase capacity, and/or (c) other pre-scheduled network activity that may degrade the quality of the Service or cause Service interruptions.

Pathfinder will use reasonable efforts to perform all Scheduled Maintenance weeknights between the hours of 11 pm and 6 am Mountain Time Zone. Notifications for Scheduled Maintenance shall be provided by email at least twenty-four (24) hours in advance of the work.

It shall be the responsibility of the Customer to provide Pathfinder in writing with correct and effective contact emails for said notifications.

Emergency Maintenance shall refer to efforts to correct Pathfinder network conditions which require immediate correction. Emergency Maintenance, while being conducted, may degrade the quality of Service and may result in total disruption of Service. Pathfinder may undertake Emergency Maintenance at any time it deems necessary in its sole discretion.

Pathfinder shall endeavor to provide Customer notice of Emergency Maintenance as soon as is reasonably practicable under the circumstances.