CUSTOMER AGREEMENT FOR BROADBAND INTERNET SERVICES
Updated and revised 11/5/2024
Terms and Conditions
Thank you for choosing UPWARD BROADBAND for your Internet needs. This document is
important–please read it carefully. THIS UPWARD BROADBAND CUSTOMER INTERNET
SERVICE TERMS AND CONDITIONS, INCLUDING THE ACCEPTABLE USE POLICY AND
OPEN INTERNET POLICY STATEMENT, AND ALL OTHER DOCUMENTS REFERRED TO
HEREIN (collectively the “Agreement”), IS A LEGAL CONTRACT BETWEEN THE CUSTOMER
(“USER”) AND UPWARD BROADBAND LLC (“UPWARD”) AND SETS FORTH THE TERMS
AND CONDITIONS BY WHICH UPWARD WILL MAKE AVAILABLE THE SERVICES USER
HAS ELECTED TO RECEIVE (“the Service(s)”).
UPWARD RESERVES THE RIGHT TO CHANGE OR MODIFY THIS AGREEMENT AT ANY
TIME BY POSTING THE REVISED AND UPDATED AGREEMENT ON UPWARD’s WEBSITE
AT LEAST 30 DAYS IN ADVANCE OF THE EFFECTIVE DATE OF ANY CHANGES. UPWARD
MAY NOTIFY USER OF ANY CHANGE BY: POSTING NOTICE OF CHANGES ON UPWARD’s
WEBSITE; NOTIFYING USER BY EMAIL OR US MAIL; AND/OR NOTIFYING USER ON
USER’S MONTHLY BILLING STATEMENT. USER SHOULD REGULARLY REVIEW
INFORMATION POSTED ONLINE IN THE ‘POLICIES’
(https://www.upwardbroadband.com/policies-and-conditions-of-service) AREA OF UPWARD
WEBSITE TO OBTAIN TIMELY NOTICE OF SUCH CHANGES. USER’S NON-TERMINATION
OR CONTINUED USE OF SERVICES AFTER CHANGES ARE POSTED CONSTITUTES
USER’S ACCEPTANCE OF THIS AGREEMENT AS MODIFIED BY THE POSTED CHANGES.
This Agreement takes effect once USER’S order for Services has been accepted by UPWARD
and USER accepts Services from UPWARD. This Agreement shall continue until USER’s
Services are terminated in accordance with this Agreement. This Agreement governs both the
Services and any equipment provided by UPWARD and used in conjunction with the Services,
such as Consumer Premises Equipment; Multimedia Terminal Adapter; or any other Internet
Protocol (“IP”) connection device (collectively, a “Device” or the “Equipment”).
1.SERVICES
Internet Access – Subject to the Service characteristics contained herein, UPWARD shall
provide Internet connections between the UPWARD provided wireless Equipment and
UPWARD’s Internet backbone. Internet connections are provided as “up-to” the speeds
advertised within the Service plan purchased by USER reflecting performance under ideal
conditions. UPWARD reserves the right to interrupt those speeds if necessary for Equipment
upgrades and network maintenance, and will do its best to inform USER of any such
interruptions ahead of time. UPWARD shall have the unrestricted right to engage subcontractors
in rendering Services under this Agreement.
2. ACCEPTABLE USE
As a condition of use of the Service, USER warrants to UPWARD that USER will use the
Service in accordance with the Broadband Internet Acceptable Use Policy of UPWARD as it
may be updated from time to time and which is available at
https://www.upwardbroadband.com/policies-and-conditions-of-service. The Acceptable Use
Policy is hereby incorporated into and is part of these Terms and Conditions.
The transfer of technology across national boundaries, including electronic transmission thereof,
is regulated by the United States Government. USER agrees not to export, import or re-export,
(including, without limitation by way of electronic transmission) any technology transmitted
through UPWARD Services without first obtaining any required export license or governmental
approval. USER agrees it will not directly or indirectly export or re-export such technology to any
of those countries listed from time-to-time in supplements to Part 770 to Title 15 of the Code of
Federal Regulations, as may be amended and revised from time to time, in Country Groups Q,
S, W, Y or Z. UPWARD and USER acknowledge that the foregoing lists are subject to regulatory
change from time to time.
UPWARD will cooperate fully with relevant legal authorities in the investigation of suspected
crimes or service abuses. USER agrees to indemnify and hold harmless UPWARD, its agents
and representatives, from any and all claims, costs, losses, damages, liabilities and expenses,
including reasonable attorneys’ fees for any reason whatsoever, including without limitation, any
harm, injury, loss or damage incurred by UPWARD, or any other party, arising out of USER’s
breach of either this lawful use provision or UPWARD’s Broadband Internet Acceptable Use
Policy.
3. COPYRIGHT, TRADEMARK, UNAUTHORIZED USAGE OF DEVICE, FIRMWARE OR SOFTWARE
The Service, any Devices or Equipment, and any firmware or software used to provide the
Service or provided to the USER in conjunction with providing the Service, or embedded in the
Devices or Equipment, and all Services, information, documents and materials on UPWARD
Websites are protected by trademark, copyright or other intellectual property laws and
international treaty provisions. All of UPWARD’s websites, corporate names, service marks,
trademarks, trade names, logos and domain names (collectively “marks”) are and will at all
times remain the exclusive property of UPWARD. Nothing in this Agreement grants USER the
right or license to use any UPWARD marks.
USER has not been granted any license to use the firmware or software used to provide the
Service or provided to the USER in conjunction with providing the Service, or embedded in any
Devices or Equipment, other than a nontransferable, revocable license to use such firmware or
software in object code form (without making any modification thereto) strictly in accordance
with the terms and conditions of this Agreement. USER expressly agrees that any Device or
Equipment is exclusively for use in connection with the Service and that UPWARD will not
provide any passwords, codes or other information or assistance that would enable USER to
use such Device or Equipment for any other purpose. UPWARD reserves the right to prohibit
the use of any interface equipment that UPWARD has not provided to the USER. USER hereby
represents and warrants that USER possesses all required rights, including software and/or
firmware licenses, to use any interface equipment that UPWARD has not provided to USER. In
addition, USER shall indemnify and hold UPWARD harmless against any and all liability arising
out of USER’s use of such interface equipment with the Service. USER shall not reverse
compile, disassemble or reverse engineer or otherwise attempt to derive the source code from
the binary code of the firmware or software.
USER shall not change the electronic serial number or equipment identifier of any Device or
perform a factory reset of any Device without prior written consent from UPWARD. UPWARD
reserves the right to terminate USER’s Service if UPWARD believes, in UPWARD’s sole and
absolute discretion, that USER has tampered with any Device. In the event of such termination,
USER will remain responsible for any termination fees as provided for in this Agreement. USER
shall not attempt to hack or otherwise disrupt the Service or make any use of the Service that is
inconsistent with its intended purpose.
4. SECURITY
USER can best control the risks associated with security, and therefore USER is solely
responsible for maintaining and upholding the account security of USER’s Service. UPWARD
will not be responsible for any disruption of Service, corrupted files or viruses which affect the
USER of the Service. It is USER’s responsibility to safeguard USER’s network and equipment
through appropriate means (e.g. using commercially available software), from theft,
unauthorized use or system corruption. Any detriment caused to the network as a result of
USER’s failure to properly secure USER’s network and devices may result in the immediate
termination of USER’s Service. USER is entirely responsible for any actions, damages, or costs
incurred via their account, regardless of who is using that account.
5. SERVICE CHARACTERISTICS
Service Availability – The Service is subject to availability as it is contingent on available
UPWARD facilities and unique signal path conditions between such facilities and the USER
premises. Due to the nature of the Service technology, UPWARD reserves the right to deem the
Service unavailable to the USER up to, including, and after the installation. UPWARD assumes
no liability whatsoever for any claims, damages, losses or expenses arising out of or otherwise
relating to the unavailability of the Service in USER’s geographical area, for any reason, even
where such unavailability occurs after installation of the Service.
Service Plans – UPWARD offers a range of Service plans with different speeds. Service plans
are subject to availability and may include other promotional terms and conditions (“Service
Term”). A Service Term shall begin on the date that the Service has been installed and activated
by UPWARD. If USER signs up for a Service plan that includes special or promotional offers,
such offers may only be in effect for the initial Service Term of the plan. If USER changes or
upgrades their Service plan, any special or other promotions may be subject to discontinuance
or removal.
Performance Levels – Speed is a function of the traffic experienced upon the wider network
architecture of the Internet itself. UPWARD Services are provided as “up-to” speeds and
UPWARD does not guarantee the maximum Service performance (i.e., throughput speeds)
levels. UPWARD will make every reasonable effort to ensure that a USER receives the speeds
under the Service plan the USER signed up for throughout most of a USER’s daily use and
reflecting performance under ideal conditions. UPWARD is not responsible for speeds from
points anywhere else on the Internet and USER understands that content that USER may
access through the Service may be subject to “caching” or several other factors and conditions
that are beyond UPWARD’s control.
Network Management – USER understands, acknowledges and agrees that UPWARD may use
various tools and techniques in order to efficiently and reasonably manage its networks as
provided in UPWARD’s Open Internet Statement which may be updated from time to time and is
available at https://www.upwardbroadband.com/policies-and-conditions-of-service. Consistent
with its Open Internet Policy Statement, UPWARD may employ traffic-management technology
to allocate bandwidth across all of its customers and has the right at all times and without notice
to remove, restrict access to or make unavailable any information or content residing on
UPWARD’s servers.
IP Addresses – Internet Protocol (“IP”) addresses are not portable and are not assigned for
independent administration or distribution. Customer understands that IP assignments are not
guaranteed, and may be modified as required by UPWARD and/or the American Registry for
Internet Numbers (ARIN).
6. EQUIPMENT
UPWARD Equipment – UPWARD will provide USER the authorized wireless Equipment for use
with the UPWARD Service. Only UPWARD Consumer Premises Equipment (“CPEs”) are
permitted and authorized to be connected to the Service. UPWARD will own the CPE installed
at the USER location, and will monitor and upgrade said CPE as UPWARD determines to be
necessary and appropriate.
USER Equipment – It is USER’s responsibility to ensure that USER’s computer system meets
the current minimum system requirements stated by UPWARD as being necessary to use the
Service. From time to time, the computer equipment required to access and use the Service
may change. Accordingly, USER’s computer equipment may cease to be adequate to access
the Service. In such event, USER’s sole remedy will be to upgrade computer equipment or
terminate this Agreement.
7. CANCELLATION / TERMINATION / CHANGE IN AND AVAILABILITY OF SERVICE
If USER wishes to cancel the Service before Service has been activated, the USER is required
to notify UPWARD of USER’s intent to cancel prior to activation by calling UPWARD customer
service at 717-869-0968. USER shall pay the activation fee prior to the scheduling of a Service
installation with an UPWARD technician. If USER chooses to cancel the Service after the
activation fee has been paid or after Service has been activated, then USER will not receive any
refunds associated with that activation fee or other fees for Services rendered by UPWARD. If
USER elects to cancel service after an UPWARD technician arrives at the USER’s premises to
initiate installation, then USER will not receive any refunds associated with the activation fee or
any installation and processing fees. However, in the event that UPWARD is unable to provide
any Services to USER after USER has paid the activation fee and any associated processing
fees, then UPWARD will fully refund the activation fee and any associated processing fees to
the USER.
USER may terminate the Service at any time upon notice to UPWARD. Termination is effective
on the date USER contacts UPWARD to cancel the Service or as of a future date designated by
USER or UPWARD, provided UPWARD can support such future date. HOWEVER, PAID
CHARGES AND PROPERLY ASSESSED INVOICES ARE NOT SUBJECT TO REFUND OR
ADJUSTMENT SUCH THAT IF USER CANCELS SERVICE BEFORE THE END OF A BILLING
CYCLE, THERE WILL BE NO PRO-RATED REFUNDS OR CREDITS FOR ANY PARTIAL-
MONTH PERIODS REMAINING AFTER THE TERMINATION DATE. IF USER CANCELS
SERVICES BEFORE THE END OF A BILLING CYCLE, USER REMAINS RESPONSIBLE FOR
PAYMENT OF UNPAID INVOICES FOR THE ENTIRETY OF THAT BILLING CYCLE.
NOTHWITHSTANDING THE FOREGOING, UPWARD RETAINS THE RIGHT TO ISSUE
REFUNDS IN PARTICULAR AND UNIQUE CIRCUMSTANCES UNDER UPWARD’S SOLE
REVIEW AND DISCRETION.
If USER changes or upgrades the Service plan, any applicable prior Service Term will be
terminated and USER will have a new Service Term as applicable to the new Service plan.
Upon a change or upgrade to a Service plan, any special or other promotions applied to
USER’s account may be subject to discontinuance or removal if such promotion is no longer
available.
Termination of the Service does not affect USER’s obligations under this Agreement, including
USER’s obligation to pay all fees for Services rendered prior to termination and any termination,
processing and administration fees incurred as a result of such termination. UPWARD accounts
must be paid in full before a cancellation will be considered complete.
USER authorizes UPWARD and its agents to access USER’S premises to remove UPWARD’S
Equipment after termination of Service. Alternatively, and at UPWARD’s sole discretion,
UPWARD may choose to leave its Equipment in place. USER bears all risk of loss of, theft of,
casualty to or damage to the Equipment; from the time it is received by the USER until the time
(if any) when it is returned to UPWARD in accordance with this Agreement.
8. TERMINATION AND SUSPENSION BY UPWARD
Inappropriate use or abuse of the Services by USER, as determined in the sole discretion of
UPWARD, may result in account suspension, termination, and/or legal action. Inappropriate use
or abuse of UPWARD Services by others can be traced, documented, and reported to
appropriate authorities and may be prosecuted to the fullest extent of the law.
UPWARD may terminate USER’s account immediately if it determines, in its sole discretion, that
USER has violated any of the provisions of this Agreement, including but not limited to
UPWARD’s Broadband Internet Acceptable Use Policy. UPWARD reserves the right to
unilaterally terminate or suspend an account at any time, without providing a reason.
Further, UPWARD may terminate USER’s Service for any reason by providing written notice to
USER at least thirty (30) days prior to the termination date.
If USER’s Service is terminated by UPWARD for any reason, USER will remain fully liable and
responsible to pay any fees that are still owed to UPWARD pursuant to this Agreement and for
all costs UPWARD incurs to collect such amounts, including, without limitation, collection costs,
interest (as specified below) and attorney’s fees.
9. FEES, PAYMENT AND BILLING
USER acknowledges and accepts that UPWARD engages in forward billing (i.e., an invoice for
fees and services to be rendered in December is issued in November).
Fees – Fees include, without limitation, set up or installation fees, monthly Service fees, monthly
Equipment fees and other fees as set forth below. UPWARD will invoice fees for Services and
any Equipment in advance. USER agrees to pay all federal, state or local taxes arising under
this Agreement.
Additional Fees – All UPWARD Services are subject to additional fees, including, but not limited
to insufficient funds fees, late fees, and reconnect fees as set forth in the Additional Fees and
Payment Terms Disclosure Statement as it may be updated from time to time and which is
available in Appendix A of this Agreement.
Payment Assurance — If during our Service relationship UPWARD questions USER’s
willingness or ability to pay USER’s bills in a timely way, UPWARD might require additional
measures to ensure payment (like requiring prior payments or additional security). If USER
refuses to follow these required measures, UPWARD may terminate USER’s Service and
assess any applicable termination charge.
Payment Method and Timing – Accounts may be paid by electronic bank draft or credit card. If
USER does not elect to authorize UPWARD to initiate an automatic monthly payment through
electronic bank draft or credit card, then USER shall be required to pre-pay for three (3) months
of service. USER’s UPWARD account will be considered delinquent if payment is rejected for
any reason or if any unpaid balance remains on the account. Payment terms including due date
and late payment policy is as set forth in the Additional Fees and Payment Terms in Appendix A.
Payment is in advance of Service delivery for that month.
Late Fees and Service Interruption/Disconnect – UPWARD shall charge USER late and other
applicable fees to recover the costs of dealing with late payment situations. These fees are in
addition to all other applicable fees. Additionally, UPWARD may interrupt or disconnect USER’s
Services for non-payment and USER shall be subject to a Reconnect Fee to resume Service.
The late terms and associated charges are determined by the date payment is received by
UPWARD. Late terms and associated fees for each stage of the delinquency process are as set
forth in the Additional Fees and Payment Terms in Appendix A. The Additional Fees and
Payment Terms also set forth the appropriate intervals when USER’s account will be interrupted
or disconnected. At such time that UPWARD determines that Equipment is to be retrieved from
USER, UPWARD will call USER to inform USER that Equipment will be removed and retrieved.
In all cases, if USER wants to resume or reconnect Services, USER’s account must be brought
current and USER shall be subject to a reconnect fee. Delinquent Accounts: Should USER’s
account become delinquent after 60 days, USER may be responsible for collection fees,
attorney’s fees, court costs and/or interest of 1.5% per month/18% per annum.
Billing Disputes and Errors – Subject to applicable law, USER may dispute any invoiced charge
by contacting UPWARD within sixty (60) days of the date of the disputed invoice. All invoiced
charges shall be deemed correct and indisputable sixty (60) days after the date of the invoice on
which they appear, and USER shall waive the right to dispute any charge after such period.
UPWARD’s obligation with respect to any billing errors resulting in USER’s overpayment for
Service is limited to granting invoice credits equal to the dollar amounts erroneously billed,
subject to the above limitation.
Fee Changes – USER acknowledges and agrees that UPWARD has the right to change its
Service fees, additional fees, or add new fees at any time, including but not limited to pass-
through regulatory fees and taxes beyond UPWARD’s control, upon notice to the USER.
USER Charges – USER acknowledges that USER may incur USER-initiated charges while
using the Services. For example, charges may be incurred as a result of USER accessing
certain information, or purchasing or subscribing to certain offerings, via the Internet. USER
agrees that all such charges, including all applicable fees and taxes, shall be paid by USER and
are not the responsibility of UPWARD.
10. INSTALLATION AND ACCESS TO USER’S PREMISES
UPWARD will provide installation Services at the USER premises at an agreed-upon price. As
part of the installation process, modifications to the inside wiring in USER’s premises may be
required, and USER hereby consents to and authorizes any such modifications. USER
authorizes UPWARD, and its employees, agents, contractors, and authorized representatives to
enter USER’s premises in order to install, maintain, inspect, repair and remove the Equipment
and/or Services. In addition, UPWARD may be required to install equipment on the roof or other
outside surfaces of USER’s premises. UPWARD shall not be liable for any exterior or interior
damage due to such installations, including, but not limited to, water intrusion.
If USER is not the owner of the premises, upon request, USER will supply UPWARD with the
owner’s name and address and written consent or other evidence that USER is authorized to
grant access to the premises on the owner’s behalf or UPWARD may request permission from
the owner to install the Services on the premises. This Agreement is contingent upon
UPWARD’s obtaining a right of entry onto the premises and UPWARD shall not have any
liability if access or right of entry to the premises is denied or limited for any reason. USER will
not remove Equipment from the premises, modify the Equipment in any way, or connect the
Equipment to any outlet other than the outlet to which the Equipment was initially connected to
by the UPWARD installer. For such charges as UPWARD may determine, UPWARD may
relocate the Equipment for USER within the premises at USER’s request.
11. PRIVACY
UPWARD takes USER’s personally identifiable information and privacy seriously and has
established a Privacy Policy which governs its collection, use, disclosure, management and
security related to USER’s personal information. The UPWARD Privacy Policy may be updated
from time to time and is available at https://www.upwardbroadband.com/policies-and-conditions-
of-service. By using the Service USER acknowledges that USER accepts the practices and
policies outlined in UPWARD’s Privacy Policy. USER’s continued use of the Service after notice
of any changes to the Privacy Policy have been provided will indicate USER’s acceptance of
such changes.
For marketing or promotional text messages sent by or on behalf of UPWARD, message
frequency varies per user. Message and data rates may apply. Text HELP for help. Text STOP
to unsubscribe. Carriers are not liable for delayed or undelivered messages.
12. USER OBLIGATIONS
USER shall be solely responsible for independent backup of any data files residing on
UPWARD computers or networks. UPWARD reserves the right to remove/delete any personal
files after an account is terminated or associated with prohibited activities.
USER shall notify UPWARD immediately, in writing or by calling UPWARD customer support
line, if any Device is stolen or if USER becomes aware at any time that USER’s Service is being
stolen, fraudulently used or otherwise being used in an unauthorized manner. When USER calls
or writes, USER must provide an account number and a detailed description of the
circumstances of the Device theft, fraudulent use or unauthorized use of Service. Failure to do
so in a timely manner may result in the termination of USER’s Service and additional charges.
Until such time as UPWARD receives notice of the theft, fraudulent use or unauthorized use,
USER will be liable for all use of the Service using a Device stolen from USER and any and all
stolen, fraudulent or unauthorized use of the Service.
USER will be liable for any and all liability that may arise out of the content transmitted by USER
or to any person, whether authorized or unauthorized, using USER’s Service or Device. USER
shall assure that all use of the Service and content comply at all times with all applicable laws,
regulations and written and electronic instructions for use. UPWARD reserves the right to
terminate or suspend USER’s Services and remove any content from the Service, if UPWARD
determines, in its sole and absolute discretion, that such use or content does not conform to the
requirements set forth in this Agreement or interferes with UPWARD’s ability to provide Services
to USER or others. UPWARD action or inaction under this Section will not constitute any review
or approval of USER’s use or content.
USER has been advised and acknowledges that the Internet may contain information, materials,
and language that may be deemed adult in nature and inappropriate or offensive. The USER is
responsible for all information received, transmitted, and/or stored by the USER and the USER
releases UPWARD from and agrees to indemnify UPWARD, its officers, directors, agents and
employees against any and all claims, losses or expenses relating to such information,
materials and language. This indemnification shall survive any termination of this Agreement.
13. USER COMPLAINT RESOLUTION
UPWARD is working to provide the best service possible and welcomes USER’s ideas on how
UPWARD can improve the quality of our service. USER can communicate USER’s views to
UPWARD by calling 717-869-0968.
14. WARRANTY AND USER’S ASSUMPTION OF RISK
USER EXPRESSLY AGREES THAT USE OF THE SERVICES AND ANY EQUIPMENT IS AT
USER’S SOLE RISK. THE SERVICES AND ANY EQUIPMENT PROVIDED TO THE USER BY
UPWARD ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF TITLE, NON-INFRINGEMENT, FITNESS FOR A
PARTICULAR PURPOSE, OR MERCHANTABILITY. UPWARD DOES NOT WARRANT (i) THE
UNINTERRUPTED, TIMELY OR SECURE USE OF THE SERVICE; (ii) THAT THE
FUNCTIONS CONTAINED IN THE SERVICES OR ANY EQUIPMENT WILL MEET USER’S
REQUIREMENTS; (iii) THAT THE SERVICES WILL BE ERROR-FREE OR FREE OF ANY
VIRUSES, WORMS, SPAM, POP-UP ADVERTISING, SPYWARE, ADWARE OR OTHER
HARMFUL COMPONENTS; OR (iv) THAT ANY PERSONAL INFORMATION, NON-
PERSONAL INFORMATION, DATA OR FILES USER SENDS OR RECEIVES VIA THE
SERVICE WILL BE TRANSMITTED IN UNCORRUPTED FORM, WITHIN A REASONABLE
TIME, OR FREE FROM UNAUTHORIZED ACCESS BY OTHERS OR THAT OTHER USERS
WILL BE UNABLE TO GAIN ACCESS TO USER’S COMPUTER OR DEVICE. STATEMENTS
AND DESCRIPTIONS CONCERNING THE SERVICE OR DEVICE, IF ANY, BY UPWARD OR
UPWARD AGENTS OR INSTALLERS, WHETHER ORAL OR WRITTEN, ARE
INFORMATIONAL ONLY AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND. SOME
STATES DO NOT ALLOW LIMITATIONS ON THE SCOPE OF A LIMITATION OF WARRANTY
OR HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT
APPLY TO USER.
LIMITED WARRANTY – UPWARD WARRANTS THAT IT WILL USE REASONABLE EFFORTS
TO RENDER SERVICES PURSUANT TO THIS AGREEMENT IN A TIMELY, PROFESSIONAL
AND WORKMANLIKE MANNER IN ACCORDANCE WITH TIMELINES ESTABLISHED
HEREIN. ANY CLAIM FOR BREACH OF THE FOREGOING WARRANTY MUST BE
BROUGHT WITHIN SIXTY (60) DAYS AFTER USER’S ACTUAL DISCOVERY OF ANY
DEFECT AND PRIOR TO THE EXPIRATION OF SIX (6) MONTHS FROM THE DATE THE
APPLICABLE SERVICES WERE RENDERED. UPWARD WILL HAVE NO LIABILITY FOR ANY
CLAIM MADE AFTER SUCH TIME. UPWARD DOES NOT WARRANT, HOWEVER, THAT
USER’S USE OF ANY SERVICES WILL BE UNINTERRUPTED OR THAT THE OPERATION
OF THE SERVICES WILL BE ERROR-FREE OR SECURE. UPWARD’S ENTIRE LIABILITY
AND USER’S EXCLUSIVE REMEDY IN CASE OF BREACH OF THIS WARRANTY SHALL BE,
AT UPWARD’S SOLE OPTION, EITHER RETURN OF ALL OR A PORTION OF THE SERVICE
FEES PAID FOR THE CURRENT MONTH OF SERVICE, OR REPLACEMENT OR REPAIR OF
CONNECTION SERVICES OR PRODUCTS. THIS IS A LIMITED WARRANTY AND IS THE
ONLY WARRANTY MADE BY UPWARD. SOME STATES DO NOT ALLOW LIMITATIONS ON
HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY NOT APPLY TO THE
USER. IF ANY UNAUTHORIZED MODIFICATIONS ARE MADE TO THE EQUIPMENT OR
SERVICES BY USER DURING THE WARRANTY PERIOD, IF THE SERVICES OR
PRODUCTS ARE SUBJECT TO ABUSE, ACCIDENT, IMPROPER USE, OR IF USER
BREACHES THE TERMS OF THIS AGREEMENT, THEN THIS WARRANTY SHALL
IMMEDIATELY BE TERMINATED.
OTHER THAN WARRANTIES AS TO THE DEVICE EXPRESSLY SET FORTH IN THE
DOCUMENTATION PROVIDED WITH THE DEVICE AND THE RETAIL CUSTOMER LIMITED
WARRANTY EXPRESSLY SET FORTH THEREIN, UPWARD MAKES NO WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED IN REGARDS TO THE DEVICE OR EQUIPMENT, AND
SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS OF THE
DEVICE FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY
WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF
PERFORMANCE OR ANY WARRANTY THAT THE DEVICE OR ANY FIRMWARE OR
SOFTWARE IS “ERROR FREE” OR WILL MEET USER’S REQUIREMENTS. THE
FOREGOING WILL NOT BE DEEMED TO LIMIT ANY DISCLAIMER OR LIMITATION OF
WARRANTY SET FORTH IN THE DOCUMENTATION PROVIDED WITH THE DEVICE.
15. LIMITATION OF LIABILITY / DISCLAIMER OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UPWARD OR ITS
AFFILIATES OR EACH OF THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS,
EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES, CONTRACTORS OR AGENTS OR
ANY OF THEIR SUCCESSORS AND ASSIGNS BE LIABLE TO THE USER OR ANY THIRD
PARTY WITH RESPECT TO THE SERVICE OR THE SUBJECT MATTER OF THIS
AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR
OTHER LEGAL OR EQUITABLE THEORY. IF ANY PART OF THIS LIMITATION ON LIABILITY
IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE
AGGREGATE LIABILITY OF UPWARD UNDER SUCH CIRCUMSTANCES FOR LIABILITIES
THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE SERVICE
CHARGES WITH RESPECT TO THE AFFECTED TIME PERIOD.
ADDITIONALLY, UPWARD WILL HAVE NO LIABILITY (i) FOR ANY AMOUNT IN EXCESS OF
THE SERVICE CHARGES WITH RESPECT TO THE AFFECTED TIME PERIOD; (ii) FOR ANY
THIRD-PARTY FEES OR CHARGES, INCLUDING BUT NOT LIMITED TO, BANKING FEES,
OVERDRAFT FEES, MOBILE PHONE OR OTHER WIRE LINE CHARGES, TECHNICIAN
CHARGES, OR OTHER SIMILAR CHARGES; (iii) FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER; (iv) FOR ANY HARM TO BUSINESS, LOSS OF DAMAGE TO GOODWILL OR
PROFITS, SAVINGS OR REVENUE, OR SIMILAR DAMAGES TO BUSINESS WHATSOVER;
(v) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES; (vi) FOR ANY DAMAGES OR LOSS DUE TO USER’S FAILURE TO BACK UP
ANY EQUIPMENT OR ANY LACK OF OR BREACH OF SECURITY THAT USER OR ANY
OTHER PARTY MAY EXPERIENCE OR BE EXPOSED TO WHILE USING THE SERVICE; (vii)
FOR USER’S USE OF THE SERVICE FOR OR IN CONNECTION WITH ANY HIGH-RISK OR
UNLAWFUL USES, OR ANY USE THAT VIOLATES THIS AGREEMENT; OR (viii) FOR ANY
MATTER BEYOND UPWARD’S REASONABLE CONTROL.
UPWARD WILL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PROVIDE THE
SERVICE, AT ANY TIME OR FROM TIME TO TIME, OR ANY INTERRUPTION OR
DEGRADATION OF QUALITY THAT IS CAUSED BY ANY OF THE FOLLOWING: AN ACT OR
OMISSION OF AN UNDERLYING CARRIER, SERVICE PROVIDER, VENDOR OR OTHER
THIRD PARTY; EQUIPMENT, NETWORK OR FACILITY FAILURE; EQUIPMENT, NETWORK
OR FACILITY UPGRADE OR MODIFICATION; FORCE MAJEURE EVENTS SUCH AS (BUT
NOT LIMITED TO) ACTS OF GOD, ACTS OF NATURE, STRIKES, FIRE, WAR, RIOT, ACTS
OF TERRORISM AND GOVERNMENT ACTIONS; EQUIPMENT, NETWORK OR FACILITY
SHORTAGE; EQUIPMENT OR FACILITY RELOCATION; SERVICE, EQUIPMENT, NETWORK
OR FACILITY FAILURE CAUSED BY THE LOSS OF POWER TO THE USER; OUTAGE OF,
OR BLOCKING OF PORTS BY, USER’S ISP OR BROADBAND SERVICE PROVIDER OR
OTHER IMPEDIMENT TO USAGE OF THE SERVICE CAUSED BY ANY THIRD PARTY; ANY
ACT OR OMISSION BY USER OR ANY PERSON USING THE SERVICE OR DEVICE
PROVIDED TO THE USER; OR ANY OTHER CAUSE THAT IS BEYOND UPWARD’S
CONTROL, INCLUDING, WITHOUT LIMITATION, A FAILURE OF OR DEFECT IN ANY
DEVICE, THE FAILURE OF AN INCOMING OR OUTGOING COMMUNICATION, THE
INABILITY OF COMMUNICATIONS (INCLUDING, WITHOUT LIMITATION, 911 DIALING) TO
BE CONNECTED OR COMPLETED, OR FORWARDED. UPWARD’S AGGREGATE LIABILITY
UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE SERVICE CHARGES WITH
RESPECT TO THE AFFECTED TIME PERIOD.
IN NO EVENT SHALL UPWARD’S AGGREGATE LIABILITY UNDER OR ARISING OUT OF
THIS AGREEMENT EXCEED THE AMOUNTS PAID BY USER FOR THE SERVICES IN THE
TWELVE (12) MONTHS PRIOR TO THE INCIDENT. EXCEPT FOR THE PAYMENT OF FEES
DUE BY USER HEREUNDER, NEITHER PARTY WILL BE LIABLE FOR ANY FAILURE OR
DELAY IN PERFORMANCE UNDER THE AGREEMENT WHICH MIGHT BE DUE, IN WHOLE
OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY CONTINGENCY, DELAY, FAILURE, OR
CAUSE OF ANY NATURE BEYOND THE REASONABLE CONTROL OF SUCH PARTY,
INCLUDING WITHOUT LIMITATION ACTS OF NATURE, COURT OR GOVERNMENT.
16. INDEMNIFICATION
USER agrees to defend, indemnify and hold UPWARD, its officers, directors, agents and
employees harmless from any claims, losses and damages, including attorney’s fees, resulting
from USER’s violation of any of the provisions of this Agreement or USER’s placement or
transmission of any materials or content onto UPWARD servers or through its network, or from
any and all use of USER’s account, with or without USER’s knowledge or consent, or from all
claims, damages, fines, penalties, costs and expenses (including, without limitation, attorney
fees) related to any action taken by UPWARD as part of UPWARD investigation of a suspected
violation of this Agreement or as a result of its conclusion that a violation of this Agreement has
occurred, or to USER’s use of or inability to use UPWARD Services, Equipment, bundled
software, or Internet.
17. DISPUTE RESOLUTION
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE
YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH UPWARD ON AN
INDIVIDUAL BASIS AND LIMIT THE MANNER IN WHICH USER CAN SEEK RELIEF FROM
UPWARD.
a. Scope of Dispute Resolution Section
As used in this Dispute Resolution Section (the “Section”), “Dispute” means any disputes,
claims, suits, actions, causes of action, and/or demands in any way relating to or arising out of
the use of the Service, to information, content, or communications shared or consumed by
USER or others over the Service or through other websites, portals, or online services operated
by UPWARD, to UPWARD’s collection or sharing of your information, or to these Terms and
Conditions. This Section does not apply to any of the following types of claims: (i) claims by
employees of UPWARD entities related to the terms or conditions of their employment; (ii)
claims by or on behalf of UPWARD customers for alleged products liability, wrongful death, or
similar personal physical injury or survivor claims related to the customer’s use of UPWARD
products or services; (iii) any individual action brought in small claims court for disputes and
actions fully within the scope of such court’s jurisdiction; or (iv) claims in which either party
seeks injunctive or other equitable relief in a court of competent jurisdiction to prevent the
alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
b. Waiver of Right to Pursue Class Action or Collective Claims (“Class Action Waiver Provision”)
USER agrees to resolve Disputes with UPWARD only in arbitration and only on an individual
basis, and USER waives any right to pursue any claims on a class, collective, or consolidated
basis or in a representative capacity to the maximum extent permitted by applicable law. USER
and UPWARD agree that each may bring claims against the other only on an individual (non-
class) basis and not as a plaintiff or a class member in any purported class or representative
action or proceeding. Further, USER and UPWARD agree that a Dispute cannot be brought as a
class, collective, consolidated, or other type of representative action, whether within or outside
of arbitration, or on behalf of any other individual or group of individuals to the maximum extent
permitted by law.
c. Agreement to Arbitrate Claims; Waiver of Jury Trial
By agreeing to these terms of use, both USER and UPWARD are waiving the right to a jury trial
on any Disputes. For any Dispute in any way relating to or arising out of the Service or these
Terms and Conditions, USER and UPWARD agree that the Dispute shall be resolved by final
and binding individual arbitration. No class, collective, consolidated, or other type of
representative action arbitration will occur.
In addition, USER and UPWARD agree that each party will notify the other party in writing of
any arbitrable Dispute within thirty (30) days of the date the Dispute arises, so that the parties
can attempt in good faith to resolve the Dispute informally. Notice to UPWARD shall be sent by
certified mail or courier to UPWARD BROADBAND LLC, ATTN: Legal Department, 3105 Lincoln
Hwy E, Paradise PA 17562. USER’s notice must include: (i) USER’s name, street address,
telephone number, the email address USER uses or used for USER’s online services account
(as applicable), and, if any, an email address at which USER can be contacted; (ii) a brief
description of the Dispute; (iii) the amount of money, if any, at issue in the Dispute; and (iv) the
specific relief USER is seeking. UPWARD will send notice to USER’s last known street and
email addresses on file, if any. Any UPWARD notice will include: (i) UPWARD’s name, street
address, telephone number and an email address at which UPWARD can be contacted with
respect to the Dispute; (ii) a description in reasonable detail of the nature of basis of the
Dispute; and (iii) the specific relief that UPWARD is seeking.
If USER and UPWARD cannot agree how to resolve the Dispute within thirty (30) days after the
notice is received by the other party, then either USER or UPWARD may, as appropriate and in
accordance with this Section, commence an arbitration proceeding with a written demand for
arbitration.
d. Limitation on Time to Bring Action
USER agrees that regardless of any statute or law to the contrary, any claim or cause of action
for or related to a Dispute brought by USER must be filed within one (1) year after such claim or
cause of action arose or such claim or cause of action will forever be barred. Note that this may
be a shorter time period than allowed under otherwise applicable law.
e. Arbitration Administration and Certain Procedures
USER and UPWARD agree that, if and as available, any arbitration will be administered by the
American Arbitration Association (“AAA”), except as otherwise modified by these Terms.
https://www.adr.org/
If AAA is unavailable or unwilling to conduct the arbitration for any reason, or the parties
mutually agree that AAA should not conduct the arbitration, then by mutual agreement the
parties shall select an alternative, impartial, substitute arbitration administration service. This
agreement to arbitrate is not contingent on AAA being available or willing to conduct the
arbitration.
USER and UPWARD also agree to the following relating to any arbitration proceeding:
USER and UPWARD waive any right to bring Disputes before any court of law. Rights
that USER would have if USER went to court, such as access to discovery, may be
unavailable or limited in arbitration.
Arbitration proceedings will take place in a mutually convenient location as agreed by the
parties. If the parties are unable to agree on a location, the arbitrator will select the
arbitration venue, which will be within Pennsylvania. Alternatively, the arbitrator, in his or
her discretion, may order that the arbitration proceedings be conducted by telephone,
online, and/or solely based on written submissions.
The arbitrator will be either a retired judge or an attorney licensed to practice law in
Pennsylvania and will be selected by the parties from the AAA roster of arbitrators. If
USER and UPWARD are unable to agree to an arbitrator within fourteen (14) days of
AAA’s notice to the parties of its receipt of the arbitration demand, then AAA will appoint
the arbitrator in accordance with the AAA Rules.
The arbitrator may award declaratory or injunctive relief only in favor of USER or
UPWARD and only to the extent necessary to provide the relief warranted by USER’s or
UPWARD’s individual claim. The arbitrator shall not have any power to issue relief to
anyone but USER or UPWARD.
These Terms and Conditions affect interstate commerce, and the interpretation and
enforceability of this Section shall be substantively, procedurally, and exclusively
governed by and construed and enforced in accordance with the Federal Arbitration Act,
9 U.S.C. § 1, et seq., to the maximum extent permitted by applicable law, except as
otherwise modified by these Terms and Conditions.
Any judgment on the award rendered by the arbitrator may be entered in any court of
competent jurisdiction.
All arbitration proceedings will be closed to the public and confidential and all records
relating thereto will be permanently sealed, except as necessary to obtain court
confirmation of the arbitration award.
USER has the right at USER’s own expense to be represented by an attorney of USER’s
own choosing. UPWARD, likewise, has the right, at its own expense, to be represented
by an attorney of its own choosing.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If,
however, USER is able to demonstrate that the costs of arbitration will be prohibitive for USER
as compared to the costs of litigation, UPWARD will pay as much of the filing, administration
and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-
prohibitive for USER. If the arbitrator determines that the claim(s) USER asserts in the
arbitration are frivolous, USER agrees to reimburse UPWARD for all costs and fees associated
with the arbitration that UPWARD paid on USER’s behalf which USER otherwise would be
obligated to pay under the AAA Rules.
If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held
to the minimum extent required by law, and all other terms, clauses, and provisions of this
Section will remain valid and enforceable. Further, the waivers set forth in this Section are
severable from the provisions of these Terms and Conditions and will remain valid and
enforceable, except as prohibited by applicable law.
18. MISCELLANEOUS
Relationship – USER’s relationship with UPWARD is that of a customer. USER is not an agent
of UPWARD, and USER has no authority to obligate UPWARD by contract or otherwise.
Third Party Beneficiaries – No provision of this Agreement provides any person or entity not a
party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or
creates any other third-party beneficiary rights.
No Resale – User explicitly acknowledges that it will not resell the services provided hereunder
to third parties.
Survival – The provisions of this Agreement that by their sense and context are intended to
survive the termination or expiration of this Agreement shall survive.
Transferability and Assignment – USER shall not sell, transfer or assign this Agreement.
USER’s account and right to use UPWARD Services and system are not transferable without
UPWARD’s prior written consent. USER agrees to protect its password and account and to
keep them secure from unauthorized individuals or parties and use, and to be solely responsible
for the protection and security of USER’s password and account information.
Notices – Notifications of either party to this Agreement shall be effective upon receipt, or
refusal of delivery, when deposited in the United States Mail, first class mail, certified or return
receipt requested, postage prepaid, or when sent by an email or a nationally recognized
overnight delivery service, to UPWARD at 1866 Colonial Village Ln, Suite 106, Lancaster, PA
17601 or to the address of Customer set forth on UPWARD’s records or such other address
provided for such purposes.
Proprietary Rights – UPWARD grants USER a non-exclusive, non-transferable license to use
the products and Services provided hereunder. Title and property rights, including all intellectual
property rights to such products and Services, is and shall remain with UPWARD, whether or
not they are embedded in any product. USER recognizes that the products and Services used
hereunder constitute valuable trade secrets of UPWARD and USER shall use their best efforts
to protect and keep confidential any and all products and Services used by USER and shall not
attempt to copy, examine, in any way alter, or reengineer, reverse engineer, tamper with, or
otherwise misuse such products and Services.
Jurisdiction/Venue/Choice of Law – Subject to the Dispute Resolution section above, USER
agrees that exclusive jurisdiction for any claim or dispute with UPWARD or relating in any way
to USER’s account or USER’s use of the Services resides in the state and federal courts of
Pennsylvania and that this Agreement shall be governed by Pennsylvania law. USER expressly
consents to the exercise of personal jurisdiction in the state and federal courts of Pennsylvania,
in each case located in Lancaster County in connection with any such dispute. If an action at
law or in equity is necessary by UPWARD to enforce or interpret the terms of this Agreement or
compel performance thereof, UPWARD shall be entitled to reasonable attorney’s fees and costs
in addition to any other relief to which UPWARD may be entitled if UPWARD prevails in the
action in law or equity.
Amendments – UPWARD may modify this Service Agreement from time to time, and USER’s
continued use of the Service following notice of such modification shall be deemed to be
USER’s acceptance of such modification. If USER does not agree to any modification of this
Agreement, USER must immediately stop using the Service and notify UPWARD of USER’s
desire to cancel the Service.
Information – USER hereby acknowledges that UPWARD and its affiliates may retain and use
any information, comments or ideas conveyed by USER relating to the Service (including any
products and services made available on the Service). This information may be used to provide
USER with better service. UPWARD may open and maintain a customer file for USER.
Entire Agreement – This Agreement, including the Service Quote and any and all other
documents and UPWARD policies referenced herein, constitutes the entire agreement between
UPWARD and USER pertaining to the subject matter hereof. UPWARD’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.
Severability – In the event that it is determined by a court of competent jurisdiction as a part of a
final non-appealed judgment that any provision of this Agreement (or part thereof) is void,
invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible
in accordance with the stated intention of UPWARD and USER, while the remainder of the
Agreement will remain in full force and effect.
Appendix A (Standard Additional Fees and Payment Terms)
All Upward Broadband service orders are subject to a standard activation fee as
specified in the chosen pricing plan. There are additional monthly costs for Upward
Broadband’s supplied wireless router and paper statements.
Our internet services are not subject to sales tax or other similar federal or state fees in
Pennsylvania.
Data overages: We have no data caps, so no overage fees!
Paper statement fee: $8.00 per month (no fee for paperless billing)
Home or business wireless router fee: $6.00 per month, including maintenance, support, and
replacement as needed by Upward Broadband. Opting out and providing your own router is an
option, support from Upward Broadband is not included for the customer-owned router, and the
customer will be billed for any support of customer router.
Static IP address: $15 per month per IP address.
Payment due date: As specified on invoice, generally 15 days after the invoice date.
Service interruption date: 5 days after the due date of invoice.
Official disconnect: 30 days after the due date of invoice.
Reconnect fee: none, if payment is current within 5 days after service interruption date.
Late payment fee 5 days after service interruption: $25, account must be current. Also, the
first month of service must be prepaid, and setup of autopay.
Reconnect fee 30 days after the due date: Current activation fee for subscriber’s chosen plan,
account must be current, first month of service prepaid, and setup of autopay.
Delinquent Accounts: Should your account become delinquent after 60 days, you may be
responsible for collection fees, attorney’s fees, court costs and/or interest of 1.5% per
month/18% per annum.
Service Fees:
Service Fee Minimum (includes up to 1 hour) $100
Service Fee Hourly Rate $ 99
Emergency Service Fee Minimum (includes up to 1 hour) $200
Emergency Service Fee hourly Rate $149
- Service fees and/or equipment fees will be applied in the case that the event or equipment
failure was the responsibility of the customer, per the Terms and Conditions of Service
applicable to the customer’s account. - Emergency Service Fees apply to service calls outside of regular business hours, including
holidays. Regular business hours are Monday through Friday between 7:00 am and 5:00 pm.
