Subscription Agreement

This agreement is entered into between Winchester Wireless, Service provider for Broadband service, and Customer on the following terms and conditions:

1.  Computer Equipment and Location Requirement. As of November 2008 the required computer equipment to access Winchester Wireless Broadband Service is:

Personal Computer
· 300 Mhz CPU or greater
· 32 MB of RAM
· 15 MB of Free Hard Disk Space
· Windows 98 Second Edition Operating System or Higher
· CD ROM Drive

Customer acknowledges Winchester Wireless’s computer requirements may change from time to time. Additionally, Customer agrees that Winchester Wireless is not obligated to continue to provide service to the Customer should Customer’s computer fail to meet Winchester Wireless’s computer requirements, as changed from time to time. Customer agrees that Winchester Wireless assumes no liability to provide services for computer systems incompatible with Winchester Wireless equipment.

Winchester Wireless service is based upon a “Near to Non Line of Site” from the Customer’s equipment location to one of Winchester Wireless’s antenna sites, Winchester Wireless reserves the right to deny service to any Customer based upon their location in regards to a Winchester Wireless antenna site. Winchester Wireless may also deny services in cases where the Customer’s equipment location requires an external antenna connection and an external connection is not allowed or Winchester Wireless determines it is not practical.

2. Access Provided. The equipment provided by Winchester Wireless will allow Customers to access the Internet, online services and other information (collectively Service). Customer acknowledges that Customer may incur charges while using the Service in addition to those billed by Winchester Wireless. Customer agrees and understands that all such charges, including all applicable taxes related to the Service, are the sole responsibility of Customer. Customer also agrees that any and all IP addresses assigned by Winchester Wireless to Customer are not the property of customer and Winchester Wireless has the right to change IP addresses of Customer at any time.

3. Payment Terms.

a. Agreement to Pay. Customer agrees to pay to Winchester Wireless all monthly fees set forth on the Work Order and installation charges, including applicable franchise fees, taxes, customer service fees, and late fees by valid credit card or automatic bank withdrawal, Winchester Wireless’s monthly service fees are billed one month in advance. If Winchester Wireless does not receive timely payment, Customer agrees to Winchester Wireless’s assessment of late fees and the right of Winchester Wireless to disconnect Customer’s Service. If Winchester Wireless disconnects Customer’s Service, Customer will be required to pay a reconnect fee and all past due charges before Winchester Wireless reconnects Customer’s Service. Winchester Wireless reserves the right to require Customer to pay a security deposit for Service at any time.

b. Payment Methods. Customer agrees to pay Winchester Wireless by either a valid credit card or automatic bank withdrawal in accordance with the payment terms on the work received by Customer for the Service and agrees that Winchester Wireless has the right to change the structure and amount of its fees at any time subject to applicable law.

c. Authorization to Winchester Wireless. Customer hereby authorizes Winchester Wireless to charge Customer’s VISA, Mastercard, other credit card or other payment method authorized by Customer for any outstanding service, late fees and installation charges.

d. Past Due Accounts.  Customer agrees to pay on past due accounts within 10 days or can risk interruption of services until account has been brought current.  Any account that is suspended due to non-payment will be subject to a $35 reconnection fee at the discretion of Winchester Wireless management.  Customer agrees to allow Winchester Wireless and its representatives to gain access to the premises to remove any equipment owned by  either Winchester Wireless or the customer if customer’s account falls 90 days past due.  This removal of equipment encompasses any equipment that is used exclusively for the purposes of accessing the Winchester Wireless network, including but not limited to the Motorola Canopy subscriber module, antenna, mounting hardware and power over Ethernet adapter.  The removal of equipment, when owned by the customer, will be applied to the past due balance of the account(s) to attempt to bring the account(s) current in an effort to close out the account(s).

4. Installation and Access to Customer’s Premises. Customer authorizes Winchester Wireless, and its employees, agents, contractors, and representatives to enter Customer’s premises (the "Premises") in order to install, maintain, inspect, repair and remove the Equipment and/or the Service. If Customer is not the owner of the Premises, Customer will supply Winchester Wireless with the owner’s name and address, evidence that Customer is authorized to grant access to the Premises on the owner’s behalf, and written consent from the owner of the Premises.

Customer authorizes Winchester Wireless and/or its authorized contractors to install a transceiver, modem, software, router, wiring and outer equipment (the “Equipment”) at the Premises necessary to provide Winchester Wireless Broadband service (the “Service”). Any custom installation work that Customer requests, including but not limited to placing cable under carpet, through cabinets, through interior walls or inside molding, will result in additional charges. Customer agrees that Winchester Wireless will not be liable for any alterations to the Premises that result from the installation or removal of the Equipment, including, but not limited to, holes in walls, cable wiring or antenna mounting brackets.

5. Relocating/Removing Equipment. Customer agrees that he/she will not remove the Equipment from the Premises or connect the Equipment to any outlet other than the outlet to which the Equipment was initially connected by the Winchester Wireless installer. Winchester Wireless may relocate the Equipment for Customer within the Premises at the Customer’s request and upon payment to Winchester Wireless of relocation fees. Customer agrees not to connect any other device to the dedicated Winchester Wireless Service Connection. Customer understands that doing so may cause damage to the Winchester Wireless Broadband Direct network and subject Customer to prosecution for damages.

6. Contact Address. For any inquiries or notices required in connection with this Agreement, Customer should contact Winchester Wireless in writing at Winchester Wireless, 2979 Valley Avenue, Winchester, VA 22601.

7. Prohibited Uses of the Service; Indemnity. Customer agrees not to use the Winchester Wireless Equipment or the Service directly or indirectly to:

a. perform any illegal activity;

b. breach or attempt to breach the security of another user or attempt to gain access to any other person’s computer, software or data without the knowledge and consent of such person. The Equipment and the Service may not be used in any attempt to circumvent the user authentication or security of any host, network or account. Use or distribution of tools designed for compromising security is also prohibited.

c. invade another person’s privacy;

d. unlawfully use, possess, post, transmit or disseminate obscene material or child pornography;

e. post, transmit, or disseminate content which violates any proprietary rights of Winchester Wireless or any third party or is unlawful, threatening, abusive, libelous, slanderous, defamatory or otherwise offensive or objectionable;

f. unlawfully promote or incite hatred;

g. post, transmit or disseminate objectionable information, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, federal or international law, order or regulation;

h. upload, post, publish, transmit, reproduce, create derivative works of, or distribute in any way, information, software or other material obtained through the Service which is protected by copyright or other proprietary right, without obtaining permission of the owner;

i. copy, distribute or sublicense any software provided by Winchester Wireless, except that Customer may make one copy of each software program for back-up purposes only;

j. service, alter, modify or tamper with any Winchester Wireless-owned Equipment or Service or permit any other person to do the same that is not authorized by Winchester Wireless;

k. restrict, inhibit or otherwise interfere with the ability of any other person to use or enjoy the Equipment or the Service, including, without limitation, posting or transmitting any information or software which contains a virus, lock, key, bomb, worm, Trojan horse or other harmful feature; or generating levels of traffic sufficient to impede others’ ability to send or retrieve information;

l. operate a Web, http, FTP, email, chat, nntp, game, gateway or proxy server from home;

m. you may not reference Winchester Wireless (e.g., by including "Organization: Winchester Wireless" in the header or by listing an IP address that belongs to Winchester Wireless) in the header of any unsolicited e-mails, even if that e-mail is not sent through the Winchester Wireless Broadband Direct network.

n. disrupt or attempt to disrupt Winchester Wireless’s backbone network. Prohibited disruptions include, but are not limited to, sending unsolicited bulk or commercial e-mail messages ("spam"). Unsolicited e-mail may not direct the recipient to any web site or other resource which uses the Winchester Wireless Broadband Direct service. In addition, "mail bombing," the sending of numerous copies of the same or substantially similar messages or very large messages or files with the intent to disrupt a server or account, is prohibited;

o. resell the Service or otherwise charge others to use the Service or use the Service for operation as an Internet Service Provider.

p. use the Equipment or Services in a way which is contrary to any other Winchester Wireless policy that may be posted by Winchester Wireless from time to time. Specifically, customer agrees to abide by the Winchester Wireless Subscription Agreement and should consult this document regularly to ensure that their activities conform to the most recent version.

q. use an IP address or client ID not assigned to Customer.

Customer agrees that engagement in any of the activities listed above will result in immediate termination of Customer’s Service. In addition, Winchester Wireless reserves the right to disconnect or reclassify as commercial any Customer found in violation of Section 7 items l or n. This Section 7 shall not in any way limit Winchester Wireless’s rights of termination pursuant to Section 11 of this Agreement.

Customer agrees to indemnify and hold harmless Winchester Wireless and each of their respective affiliates, subcontractors, employees and agents, from any claims arising from Customer’s use of the Service; this includes, but is not limited to, use of the Equipment or the Service in any manner prohibited under this Section 7.

8. Winchester Wireless Content Rights. Winchester Wireless has no obligation to monitor the content on the Service and expressly disclaims any responsibility for any offense or injury arising out of the Customer’s access to or dissemination of such content. Customer acknowledges and agrees that Winchester Wireless has the right to monitor content electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request to operate the Service properly, or to protect itself or its subscribers. Winchester Wireless reserves the right to refuse to post or to remove any information or materials that, in its sole discretion, are unacceptable, undesirable or in violation of this Agreement.

9. Customer Information.

a. Credit Inquiries. Customer authorizes Winchester Wireless to make inquiries and to receive information about Customer’s credit history from others and to enter this information in Customer’s file.

b. Information Collection and Disclosure. Customer agrees that Winchester Wireless may, from time to time, collect information concerning Customer’s use of the Service. Customer agrees that such information may be shared with other third parties provided that Winchester Wireless (i) does not disclose any personally identifiable customer information to others, except as allowed by law, and (ii) otherwise complies with all applicable privacy laws. If Customer does not want that information used in such a manner, Customer must notify Winchester Wireless in writing at 2979 Valley Avenue, Winchester, VA 22601.

c. Customer expressly grants Winchester Wireless permission to disclose personally identifiable information relating to customer or customer’s account in response to (a) a subpoena issued in a civil or criminal investigation or litigation; (b) a civil investigative demand issued by a government entity; or (c) a court order.

10. Customer Service. Customer acknowledges and agrees that Winchester Wireless has the right to charge Customer fees for providing Customer support services and Customer agrees to pay all fees charged by Winchester Wireless for such services. Customer agrees that Winchester Wireless shall not be liable for any damage to Customer’s equipment resulting from or arising in connection with its provision of Customer support service and support for the Winchester Wireless Broadband Direct service even if such damage results from the negligence or gross negligence of the Winchester Wireless installer, technician or customer service representative.

11. Term, Termination and Expiration.

a. Term. This Agreement is for the term reflected on the Work Order, which is incorporated into this Agreement by reference.

b. Termination. Customer may terminate this Agreement prior to expiration of the term by payment to Winchester Wireless of a fee equal to the remaining fee due for the contracted term accompanied by a written notice of such termination mailed to Winchester Wireless at the address set forth in Section 6. Winchester Wireless may terminate this Agreement at any time by providing Customer with a twenty-four (24) hour notice and Customer shall not be entitled to a return of any previously paid monthly fees. Winchester Wireless will notify the Customer of its termination of this Agreement by electronic or other means.

c. Customer Obligations Upon Termination. Customer agrees that upon termination of this Agreement:

1. Customer will pay Winchester Wireless in full for Customer’s use of any Winchester Wireless owned Equipment and Service up to the later of the agreed term of service or the date on which the Service and any Winchester Wireless Equipment have been disconnected and returned if Customer terminates this Agreement.

2. Customer will permit Winchester Wireless to access Customer’s Premises at an agreed to time to allow Winchester Wireless to remove Winchester Wireless Equipment and other material provided by Winchester Wireless if this Agreement is terminated by either party.  Winchester Wireless agrees to purchase equipment back from customer at a value of $100 if agreement is terminated beyond the initial 30 day money-back cancellation period, provided that the equipment is still in operational condition.  At the sole discretion of management, customer equipment may be purchased back at the original sale price beyond the 30 day money-back cancellation period.  If equipment is purchased back at the original sale price, the installation labor will not be refunded and a $50.00 labor fee will be deducted from the final refund for removal of customer premise equipment.

3. Customer agrees to immediately return all Winchester Wireless Equipment pursuant to this Agreement if this Agreement is terminated by either party.

d. Winchester Wireless Retention Rights. Nothing contained in this Agreement shall be construed to limit Winchester Wireless’s rights and remedies available at law or in equity.

4. 30 Day Guarantee.  The 30 day money back guarantee is specifically offered to our customers as a quality of service guarantee, and not as a rental service.  Based on this, it is incumbent upon the customers to make advance contact with our company and have quality of service problems that have been determined to be unrepairable by a member of the Winchester Wireless staff after performance speed tests and an onsite service call to futher investigate has been completed.  Customers who wish to cancel within their 30 days that have not followed these guidelines will be deemed as a “rental service” and will not be refunded any labor charges and will be offered a 50% refund on the hardware only portion of their original installation.  Cancellation request must be submitted in writing within 30 calendar days of the date of installation, with the installation date being day one.

12. Amendment. Customer agrees that Winchester Wireless may, in its sole discretion, change, modify, add or remove portions of this Agreement, and the Service provided hereunder, at any time. Winchester Wireless will notify Customer of any such changes by posting notice of such changes on its website or sending notice via e-mail or postal mail. Customer’s continued use of the Service following notice of such change shall be deemed to be Customer’s acceptance of the modification. If Customer does not agree to any such modification, Customer must immediately stop using the Service and notify Winchester Wireless that Customer is terminating this Agreement in accordance with Section 11(b) of this Agreement.

13. Disclaimer of Warranty. Winchester Wireless EQUIPMENT AND SERVICE ARE PROVIDED BY Winchester Wireless "AS IS" WITHOUT WARRANTY OF ANY KIND. Winchester Wireless DOES NOT WARRANT UNINTERRUPTED USE OF THE EQUIPMENT OR THE SERVICE. Winchester Wireless DOES NOT WARRANT THAT ANY DATA OR ANY FILES SENT BY OR TO CUSTOMER WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE PERIOD OF TIME. ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY ARE HEREBY EXCLUDED AND DISCLAIMED.

14. Back-Up Requirements. Customer represents that he/she understands the installation, use, inspection, maintenance, repair and removal of the Equipment may result in service outages or potential damage to Customer’s computer. Customer therefore agrees to back-up all existing computer files by copying them to another storage medium prior to such activities involving the Equipment. Customer expressly releases Winchester Wireless and each of its’ respective affiliates, subcontractors, employees and agents, from any liability whatsoever for any damage to or loss or destruction of any of Customer’s software, files, data or peripherals. Customer acknowledges that the sole responsibility for carrying out the back-up described in this Paragraph resides with Customer and that Winchester Wireless does not bear any responsibility for insuring that Customer has performed such back-up.

15. Winchester Wireless Performance and Reliability Rights. Customer agrees that Customer is purchasing a residential or commercial best-effort data service with no performance or reliability warranty either expressed or implied by Winchester Wireless. Winchester Wireless reserves the right to manage its network for the greatest benefit of the greatest number of subscribers including, but not limited to the following: rate limiting, traffic prioritization, and protocol filtering. Customer expressly acknowledges, accepts and agrees that such action on the part of Winchester Wireless may affect the performance of the service and that Customer specifically releases Winchester Wireless from all liability associated with such action. Customer agrees that Winchester Wireless has the right to enforce limits on specific features of the Service, including, but not limited to, e-mail storage and web hosting maximums.

16. Damage to and Encumbrances on Equipment, Computer, Software.

a. Ownership of Equipment. Customer agrees that all Equipment, except for equipment purchased and paid for in full by Customer, will at all times remain the property of Winchester Wireless. Customer agrees that Customer shall not sell, transfer, lease, encumber or assign all or part of the Equipment to any third party. Customer agrees to pay Winchester Wireless the full retail cost for the repair or replacement of any lost, stolen, unreturned, damaged, sold, transferred, leased, encumbered or assigned Equipment or part thereof, together with any costs incurred by Winchester Wireless in obtaining or attempting to obtain possession of any such Equipment. If the Equipment is lost, stolen, sold, transferred, assigned or damaged, Customer agrees that Winchester Wireless may, at its option, install new or reconditioned Equipment, and the Customer agrees to pay all charges for installation of said Equipment. Customer hereby authorizes Winchester Wireless to charge Customer’s Visa, Master Card, other credit card or automatic bank withdrawal authorized by Customer for any outstanding Equipment charges.

b. Customer’s Hardware and Software. Should the hardware of Customer’s computer be damaged as a result of the gross negligence of Winchester Wireless or the gross negligence of an authorized agent of Winchester Wireless, Customer agrees that Winchester Wireless will only be liable to Customer for the repair or replacement (at the discretion of Winchester Wireless) of the damaged parts up to a maximum of $500.00. Customer agrees that Winchester Wireless shall have no liability whatsoever for any damage to or loss or destruction of any of Customer’s software, files or data.

c. Customer Purchased Equipment. Customer agrees to only connect Winchester Wireless-approved equipment to the Winchester Wireless network.

17. Viruses. Software or other content downloaded from the Service may contain viruses and it is Customer’s sole responsibility to take appropriate precautions to protect Customer’s computer from damage to its software, files and data. Customer agrees that neither Winchester Wireless, nor any of its’ respective affiliates, subcontractors, employees or agents, shall have any liability whatsoever to Customer for any damage to or loss or destruction of any software, files or data resulting from any virus, lock, key, bomb, worm, mallware, spyware, adware, popups, Trojan horse or other harmful features.

18. Maintenance. Customer acknowledges that Winchester Wireless Service may be temporarily unavailable or limited because of capacity limitations and because of equipment modifications, upgrades, relocations, repairs, and similar activities. To minimize impact to Customer scheduled maintenance will be performed during the non-peak hours of 11 p.m. to 5 a.m. Customer agrees that Winchester Wireless may interrupt Customer’s service without any compensation or notice to Customer. Customer agrees that Winchester Wireless is not responsible for any network elements beyond the demark.

19. No Liability for Content. There may be some content on the Internet or otherwise available through the Service which may be offensive to some individuals, or which may not be in compliance with all local laws, regulations and other rules. Customer agrees that Winchester Wireless assumes no responsibility for the content contained on the Internet or otherwise available through the Service. Customer agrees that all content accessed by Customer through the Service is accessed and used by Customer at Customer’s own risk, and Winchester Wireless, and each of its’ respective affiliates, subcontractors, employees and agents, shall have no liability whatsoever for any claims, losses, actions, damages, suits or proceedings arising out of or otherwise relating to access to such content by Customer. Winchester Wireless SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY, QUALITY AND CONFIDENTIALLY OF INFORMATION OBTAINED THROUGH THE SERVICE.

20. No Winchester Wireless Liability For:

a. Eavesdropping. Customer acknowledges and agrees that other Winchester Wireless Service subscribers may be able to access and/or monitor Customer’s use of the Service. Customer assumes all risks of eavesdropping not only with Winchester Wireless’s transmission facilities and other Customer’s, but also assumes this risk on the Internet and other services to which access is provided by Winchester Wireless. Any sensitive or confidential information is sent at Customer’s sole risk, and Customer agrees that neither Winchester Wireless, nor any of its’ respective affiliates, subcontractors, employees or agents, shall have any liability whatsoever for any claims, losses, actions, damages, suits or proceedings arising out of or otherwise relating to such actions by Customer.

b. FTP/HTTP/Proxy/Gateway Server Setup. Customer acknowledges and agrees that when using the Service to access the Internet or any other online service, there are certain applications, such as FTP, HTTP, proxy, or gateway server applications, which may be used to allow other Service users and Internet users to gain access to Customer’s computer. Customer agrees that neither Winchester Wireless, or any of its’ respective affiliates, subcontractors, employees or agents, shall have any liability whatsoever to Customer for any claims, losses, actions, damages, suits or proceedings resulting from, arising out of or otherwise relating to the use of such applications by Customer, including, without limitation, damages resulting from others accessing Customer’s computer or from any loss of data maintained on the Network.

21. Limitation of Liability. Unless otherwise specifically provided in this Agreement, neither Winchester Wireless, or any of its’ respective affiliates, subcontractors, employees or agents, shall be liable to Customer or to any third party for:

a. any direct, indirect, incidental, special, punitive or consequential losses or damages, including loss of profits, loss of earnings, loss of business opportunities and personal injuries (including death), resulting directly or indirectly from, or otherwise arising in connection with, the use of the Service by Customer or any other use of the Equipment, including, without limitation, any damage resulting from or arising out of Customer’s reliance on or use of the Equipment or Service, or the mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, non deliveries, mis-deliveries, transmission, or any failure of performance of the Equipment or Service;

b. any direct, indirect, incidental, special, punitive or consequential losses or damages, including loss of profits, loss of earnings, loss of business opportunities and personal injuries (including death), resulting directly or indirectly from, or otherwise arising in connection with, the termination or reclassification of Customer’s account by Winchester Wireless pursuant to this Agreement.; and

c. any losses, claims, damages, expenses, liabilities or costs (including legal fees) resulting directly or indirectly out of, or otherwise arising in connection with, any allegation, claim, suit or other proceeding based upon a contention that the use of the Equipment or Service by Customer or a third party infringes the copyright, patent, trademark trade secret, confidentiality, privacy, or other intellectual property rights or contractual rights of any third party.

d. The limitations set forth in this Section 16 apply to the acts, omissions, negligence and gross negligence of Winchester Wireless, each of its’ respective affiliates, subcontractors, employees and agents, which, but for this provision, would give rise to a cause of action in contract, tort or any other legal doctrine.

e. Customer agrees that his/her sole and exclusive remedies under this Agreement are as expressly set out in this Agreement.

22. Hardware Installation. Customer agrees that if the installation of an Ethernet card or an Adapter card is required, it will be necessary to open Customer’s computer to install the card. Further, Customer agrees that the system files on Customer’s computer may be modified as part of the card installation process. Customer acknowledges that Winchester Wireless neither represents, warrants, nor covenants that such installation will not disrupt the normal operations of Customer’s computer and Customer releases Winchester Wireless from all liability whatsoever for any damage resulting from the above. Customer agrees that Winchester Wireless is not responsible for returning Customer’s PC to its original configuration prior to installation of the card.

23. Multiple Users. Customer acknowledges that Customer is executing this Agreement on behalf of all persons who use the Equipment and/or Service through Customer’s computer. Customer agrees that it is Customer’s sole responsibility to ensure that all such other users understand and comply with the terms and conditions of this Agreement. Customer further acknowledges and agrees that Customer is solely responsible and liable for any and all breaches of the terms and conditions of this Agreement, whether such breach is the result of use of the Service and/or Equipment by Customer or by any other user of Customer’s computer.

24. Governing Law. This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the State of Oklahoma. Customer agrees not to institute any claim, suit or proceeding against Winchester Wireless, or any of its affiliates, officers, directors or agents more than one (1) year after the date the cause of action arose.

25. General. Winchester Wireless and Customer agree that this Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes and replaces any and all prior written or verbal agreements. In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect. Winchester Wireless’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. This Agreement may not be assigned or transferred by Customer. This Agreement is freely assignable by Winchester Wireless to third parties.

A division of