Business Terms of Service

Acceptance
Subscriber's use of any services provided by Chaska in the Agreement constitutes acceptance of these Terms and Conditions and Subscriber's agreement to adhere to the Network Policies and Procedures. Capitalized terms shall have the meaning giving them in the Agreement unless otherwise defined in these Terms and Conditions.

Payment
Service is provided at standard rates and billed on a monthly basis, for a minimum of one month. Usage charges and minimum usage charges for Services are billed in arrears, fixed monthly recurring and non-recurring charges are billed in advance. Billed charges include applicable taxes and tax-related surcharges. Chaska reserves the right to change its rates and charges at any time. Chaska may require Subscriber to make reasonable deposits or other assurances of payment. Payment for all charges, taxes and tax-related surcharges is due upon receipt of a City of Chaska invoice. A late payment charge of 1.5% per month if a business, or the maximum legal interest rate if any individual, may be assessed for amounts unpaid, commencing thirty (30) days after the invoice date. If Subscriber contends that any such invoice is incorrect, Subscriber shall promptly notify Chaska in writing within ten (10) days after receipt of such invoice and specify the reason for such contention. If Subscriber does not so notify Chaska, Subscriber forever waives the right to further dispute such invoice and Subscriber agrees to the accuracy of such invoice. Except as otherwise provided by the terms of any special orders or contracts for Services, either party each shall have the right to cancel the Services upon 30 days written notice, subject to termination charges identified below. Chaska has the right to immediately discontinue Services upon Subscriber's Default (defined below). Subscriber agrees to pay Chaska for all costs and expenses incurred by Chaska in collecting amounts owed by Subscriber including reasonable pre-judgment and post-judgment attorneys' fees.

Termination Charge
Pricing is contingent upon the fulfillment of the Term, and Subscriber agrees that if the Agreement is terminated by Subscriber prior to the end of the Term, Subscriber shall pay a termination charge equal to:
  • Thirty five percent (35%) of the monthly rate for service terminated multiplied by the number of months, or portion thereof, remaining in the Term of the Agreement
  • Plus the full balance of all billed but unpaid recurring and all outstanding non-recurring charges.
The termination charge will be waived when the Subscriber discontinues services and all of the following conditions are met:
  1. Subscriber signs a new service agreement for any other Chaska provided service(s). All applicable nonrecurring charges will be assessed for the new service(s);
  2. Both to current service and the new service(s) are provided solely by Chaska;
  3. The order to discontinue service and the order to establish new service(s) are received by Chaska at the same time;
  4. The new service(s) installation must be completed within thirty (30) calendar days of the disconnection of service, unless such installation delay is caused by Chaska;
  5. The total value of the new service(s), excluding any special installation charges, is equal to or greater than one hundred fifteen percent (115%) of the remaining value of this Agreement;
  6. Subscriber agrees to pay any previously billed, but unpaid recurring, and any outstanding nonrecurring charges in full at the time of order for new service(s) ' these charges cannot be included as part of the new service(s) agreement.
Limitation of Use
The Services and Site connection are for the use of the Subscriber's employees, contractors, and consultants only. Subscriber may not physically connect computer facilities located at any other location to the Chaska Network (other than via the internet connection provided by Chaska network) or provide access to the Network to other organizations or users or resell the services provided by Chaska without an amendment to the Agreement. Any such amendment to allow resale or use of the Services by other persons or organizations will include additional charges.

Intellectual Property Rights
Neither party shall have the right to use the other's name, trademark, or trade name without the prior written consent of the other party.

Disclaimer of Warranties
Chaska (including its directors, officers, employees, and agents, all of whom shall be referred to herein as 'Chaska'), any and all participating Chaska contractors and consultants, are not authorized to make any affirmation of fact or warranty with respect to the Network or the Services, software or hardware supplied under the Agreement. Chaska disclaims any express or implied warranties with respect to the network, services or equipment, including without limitation, any implied warranties of merchantability and fitness for a particular purpose.

Limitations of Liability
Chaska shall not be liable to Subscriber for direct, incidental, special, or consequential damages of any kind whatsoever arising out of or related to the use or inability to use the Network, the Services, or hardware or software. The entire liability of Chaska for all claims of whatever nature arising out of the provision of the Services or related to the Agreement shall not exceed an amount equal to the proportionate fixed monthly charges to the Subscriber for the period of service during which any mistake, omission, interruption, delay, error, or defect effected in the Service or Chaska equipment. Chaska shall not be liable for special, punitive, consequential, or incidental damages.

Indemnity by Subscriber
Subscriber shall indemnify and hold Chaska harmless from any and all damages, liabilities, losses, costs and expenses, including attorney's fees, arising out of or related to Subscriber's use of the Network or Services, or Subscriber's breach of the Agreement.

Security Agreement
If Subscriber is purchasing hardware or software from Chaska, the Agreement hereby constitutes a security agreement under the Uniform Commercial Code. Subscriber grants Chaska a security interest in any hardware or software to secure Subscriber's payment for the hardware and software, and of any amount due Chaska under any agreement between Subscriber and Chaska. If an event of Default occurs as defined herein, Subscriber hereby consents and acknowledges that Chaska may exercise, in addition to the rights and remedies contained herein, all rights and remedies of a secured party under the Uniform Commercial Code or any other applicable law. Subscriber agrees that upon request of Chaska Subscriber will execute and deliver to Chaska a financing statement evidencing such security interest. Subscriber also acknowledges and agrees that a copy of the Agreement and these Terms and Conditions may be filed as a financing statement.

Default
An event of Default under the Agreement shall mean that (i) Subscriber's breach of any provision of the Agreement, (ii) a bankruptcy petition, whether voluntary or involuntary, is filed by or against Subscribed; (iii) Subscriber's assignment for the benefit of creditors; (iv) Subscriber's failure to pay Chaska when due all amounts owed by Subscriber to Chaska under any agreement between Subscriber and Chaska; (v) Subscriber fails to perform any obligation under any agreement between Subscriber and Chaska. If a Default occurs, Chaska has the right to exercise any one or more of the following remedies: (i) to suspend or terminate Services without prior written notice to Subscriber, and/or immediately terminate the Agreement or any other agreement between Subscriber and Chaska; (ii) to declare the entire unpaid amount owed to Chaska under any agreement between Subscriber and Chaska immediately due and payable; (iii) to sue Subscriber to recover all unpaid amounts owed to Chaska by Subscriber under any agreement between Chaska and Subscriber; (iv) to take immediate possession of the hardware and software, or any part thereof without a court order or other processes of law; and (v) to pursue any other lawful remedy available to Chaska.

Force Majeure
Neither party shall be in beach of the Agreement or liable for any loss or damage resulting from delays in furnishing services or any other performance under or pursuant to the Agreement, caused by the act of God or any other cause beyond the reasonable control of the party who is to perform including but not limited to: delays from common carriers, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, insurrections, epidemics, acts of God or governmental actions not the fault of the non-performing party.

Governing Law
The Agreement shall be governed by the laws of the State of Minnesota.

Waiver
No waiver will be implied from either party's conduct or failure to enforce rights. No waiver will be effective unless in writing signed on behalf of the party against whom the waiver is asserted.

Relationship of Parties
Nothing herein contained shall be construed to regard the parties as being partners or joint venturers, or to constitute the arrangement herein provided for as a partnership or joint ventures. Neither party shall be bound by, or become liable for, any representation, commitment, act of omission whatsoever of the other contrary to the provisions hereof.

Entire Agreement
The Agreement supersedes all proposals, oral or written, and all negotiations, conversations or discussions heretofore transpiring between the parties related to the Agreement. The parties acknowledge that they have not been induced to enter into the Agreement by any representations or statements, oral or written, not expressly contained herein. The terms and conditions of the Agreement shall prevail, notwithstanding any variance with the terms and conditions of any service order or other instrument submitted to or by Chaska or Subscriber.

Modification
The Agreement shall not be deemed or constructed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by written amendment signed by the parties hereto which specifically identifies the term(s) or provision(s) to be affected thereby.

Paragraph Headings
Paragraph headings are provided for convenience of reference and do not constitute a part of this Agreement.

Assignment
The Agreement shall be binding upon and inure to the benefit of the parties hereto and each of their respective heirs, representatives, successors and assigns, provided that the rights and responsibilities of Subscriber hereunder are personal and may not be assigned, pledged, transferred or sub-contracted without the prior written consent of Chaska, which consent may be granted or withheld at Chaska's sole option. In the event that Chaska shall consent to such assignment, pledge, transfer or sub-contract, Subscriber shall obtain and furnish to Chaska a written agreement in a form acceptable to Chaska under which the assignee, transferee or subcontractor agrees to be bound by the terms of the Agreement.

Severability
In the event that any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions hereof shall nonetheless be enforceable. In the event that any provision hereof is held to be overturned by such a court, such provision shall be deemed amended to narrow its application to the extent necessary to make the provisions enforceable according to applicable law and the provision shall be enforced as amended.

Notices
Notices shall be effective when deposited in the United States Mail, postage prepaid, to the addresses listed in the Agreement or as subsequently provided by any party to the Agreement, and will be considered as given when personally delivered, when sent by confirmed fax, or twenty-four (24) hours after being sent by commercial overnight courier with written verification of receipt.

Confidentiality
No information exchanged between the parties shall be considered confidential unless it is the subject of a separate, written non-disclosure agreement.

Published Policies Incorporated into Agreement
Subscriber shall comply with all published policies governing the use of the Network and Services. Subscriber shall read all future system mail or news messages containing the word 'policy', since these will contain information announcing specific policy changes which are incorporated into the Agreement and are binding upon Subscriber.

Data Rights
Neither Chaska nor Subscriber shall acquire any rights in the data transmitted over the Network by virtue of the Agreement or their use of the Network.

Electronic Communications Privacy Act Notice
The Electronic Communications Privacy Act requires Chaska to notify Subscriber if Chaska does not offer the privacy of e-mail and files accorded paper mail. Subscriber should assume that any e-mail or other communications may be seen by others, either because of software problems or because Chaska reserves the right to examine any file on the system to confirm compliance with this Agreement. Evidence of illegal or prohibited activities may be disclosed to law enforcement authorities.

Network Policies & Procedures
Eligibility
Subscription to the Network is open to all organizations and individuals, including commercial, industrial, academic, governmental, and non-profit institutions wishing to gain access to the Internet.

Administration & Security
Dial-up Subscribers are responsible for preserving the security of the Chaska Services made available to them and shall ensure that their account passwords, access software, and any other resources provided by Chaska are not disclosed to or obtained by any other persons. Subscribers with group or family access accounts are responsible for appointing a Security and Administrative Liaison, who will implement these policies within the Subscriber organization. The Security and Administrative Liaison will be responsible for authorizing all access to the Network from the Subscriber's organization. The Network is not a secure network. Confidential or sensitive data, proprietary software, and other secret information should not be transmitted over the Network. Chaska assumes no responsibility for loss or theft of information transmitted over the Network. Chaska reserves the right to restrict the hardware and software configuration of devices connecting directly to the Network to those products and vendors identified on the current Approved Equipment listing maintained by Chaska.

Acceptable Use Policy
All traffic entering or carried by Chaska facilities is unrestricted unless listed as unacceptable in this policy. It is the policy of Chaska to provide its Subscribers the broadest possible range of services and the broadest access to the community of organizations and individuals that make up the world wide Internet. With the exception of information specifically authored by or on behalf of Chaska, Chaska does not develop or publish, nor does Chaska review, censor, or edit the materials and information which are accessible through the Network, or the materials and information which are accessible through the other computer networks which may be connected to the network. The persons and organizations, including Subscribers, who publish materials and information which are accessible through the Network are solely responsible for the content of such materials and information and are solely responsible to know and to comply with all laws applicable to the publication of such materials and information. Chaska does not accept responsibility for the content of the materials and information published by others which are accessible through the Network and does not accept responsibility for the violation of any laws resulting from such publication.

It is the responsibility of all organizations and individual users to:
  • 'Respect the privacy of other users, and to not intentionally seek information on, obtain copies of, or modify files, any kind of data, or passwords belonging to other users without permission.
  • 'Maintain use that is consistent with common ethical practice and accepted community standards.
  • 'Respect the legal protections provided by copyright and license to programs, data, and documents.
  • Prohibited Use. Chaska prohibits use of the Network or Services for any purpose which violates any applicable laws or regulations, or to transmit any communication where the meaning of the message, or its transmission or distribution would likely be highly offensive to the recipient or recipients. Subscriber's use of the Network or Services shall not interfere with or disrupt other Network users, services, or equipment. Such interference or disruption includes, but is not limited to:
  • 'Distribution of unsolicited advertising;
  • 'Transmissions of any type or quantity that cause disruption of service to others;
  • 'Propagation of computer worms or viruses;
  • 'Transmission of any material in violation at any federal or state regulation, including but not limited to: copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret;
  • 'Sending e-mail or NNTP (news) articles using a name and address other than your own;
  • 'Use of the Network to obtain unauthorized entry to other computational, information, or communication devices or resources.
Enforcement
Even though Chaska does not review, censor, or edit the materials and information which are accessible on the Network or other networks which may be connected to the Network, if Chaska becomes aware that Subscriber is in violation of the law or the Agreement, Chaska reserves the right to impose disciplinary action up to and including restriction or termination of Services and forfeiture of any fees paid to date. Evidence of illegal or prohibited activities may be disclosed to law enforcement authorities.