These Terms and Conditions are in addition to any written agreements between the Customer and Spectra, LLC (“SPECTRA”). Together, these Terms and Conditions and any written agreements between the Customer and SPECTRA constitute the “agreement” between the Customer and SPECTRA. By using SPECTRA’s Services, any information technology, technical support, professional, consulting, administrative, implementation, maintenance, configuration, troubleshooting, remediation, or related services performed by SPECTRA for or on behalf of Customer, whether performed remotely or onsite, and whether one‑time, recurring, scheduled, or on‑demand, (“Services”) and accessing the SPECTRA website at https://spectra-it.com Customer acknowledges that they have read, understand, and agree to be bound by the Terms and Conditions as contained herein. SPECTRA reserves the right to change or modify these Terms and Conditions at any time, effective when posted on the SPECTRA website at https://spectra-it.com (the “Site”). Customer’s use of the Services after changes to the Terms and Conditions are posted will constitute Customer’s acceptance of any changes or additional terms.

In addition, these Terms and Conditions govern Customer’s use of the Services and any devices and/or Resources used to support the Services, including without limitation, hardware and software used in conjunction with the Services that are provided to Customer from SPECTRA for Customer’s use in connection with the Services.

Authority. By using this Site and the Services Customer represent that they are at least 18 years of age or older and are fully able and competent to enter into the terms, conditions, representations, and warranties set forth in these Terms and Conditions. If not, please exit the Site and cease using the Services.

Invalidity. If any provisions of this agreement are held to be illegal, invalid, or unenforceable, such shall not invalidate the remaining provisions hereof.

No Warranty. SPECTRA MAKES NO WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESSED OR IMPLIED, FOR THE SERVICES IT IS PROVIDING, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF NONINFRINGEMENT, OF THIRD-PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. WITHOUT LIMITING THE FOREGOING, SPECTRA DOES NOT WARRANT THAT ITS SERVICES WILL BE UNINTERRUPTED, FREE OF ERRORS, VIRUSES OR OTHER FORMS OF CORRUPTION; THAT ITS SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES; OR COMPLETELY SECURE.

Internet Connectivity. THE CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS IN INTERNET CONNECTIVITY PROVIDED TO CUSTOMER FROM ITS INTERNET SERVICE PROVIDER THAT COULD RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, CONFIDENTIAL INFORMATION, PROPERTY, AND THE SERVICES. SPECTRA IS NOT LIABLE FOR ANY DOWNTIME OR LOSS OF THE SERVICES DUE TO A FAILURE OF THE CUSTOMER’S INTERNET CONNECTION PROVIDED TO IT BY ITS INTERNET SERVICE PROVIDER.

Limitation of Liability.

1. 1. SPECTRA, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, SHALL NOT BE LIABLE TO THE CUSTOMER (REGARDLESS OF THE FORM OF ACTION OR THE CLAIM, (E.G., CONTRACT, WARRANTY, TORT, MALPRACTICE AND/OR OTHERWISE)) FOR INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF REVENUES, PROFITS, BUSINESS OPPORTUNITIES, OR FOR ANY FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, EVEN IF ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. THE AGGREGATE LIABILITY OF SPECTRA RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO SPECTRA UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SPECTRA IS NOT RESPONSIBLE FOR LOSS OF USE OF ANY WEB SITE, INTERNET ACCESS, HARDWARE OR SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR CLAIMS BY ANY PARTY OTHER THAN CUSTOMER, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
   2. Risk Allocation. THIS AGREEMENT DEFINES A MUTUALLY AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES, AND THE FEES CHARGED FOR THE SERVICES REFLECT AND ARE BASED UPON SUCH ALLOCATION. NOTWITHSTANDING THE FIRST SENTENCE OF THIS PARAGRAPH, NOTHING IN THIS SECTION SHALL LIMIT LIABILITY TO THE EXTENT ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PERSONAL INJURY OR DEATH, OR TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.
   3. Start-Up Limitation on Liability. Customer acknowledges that SPECTRA may discover serious problems with Customer’s current hardware, software, internal wiring, etc. that comprise the Customer’s existing information technology system. SPECTRA will attempt to repair discovered problems but will not be held liable for any direct or indirect damages, including but not limited to, incidental, punitive, or consequential damages or for any loss of revenues, profits, and business opportunities for any failures in Customer’s existing information technology system due to SPECTRA’s attempts to repair discovered problems.

Governing Law and Venue. This agreement shall be governed, interpreted, construed, and enforced solely and exclusively in accordance with the laws of the State of Utah, without regard to its conflicts of law provisions. In the event of legal action arising out of or related to this agreement, including claims for non-payment of amounts owed hereunder, Customer expressly agrees that the exclusive jurisdiction shall be Duchesne or Uintah Counties, State of Utah, and Customer further agrees to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Each party waives any and all right to trial by jury in any legal proceeding arising out of or related to this agreement. If either party commences an action against the other party to enforce the provisions of this agreement or to collect any amounts owing pursuant to this agreement, the prevailing party shall be entitled to recover from the losing party, all attorneys’ fees and costs incurred.

Charges and Billings.

1. 1. In consideration of the Services, Customer shall pay to SPECTRA the undisputed fees and other charges set forth in applicable quotes or service orders. Services not expressly included in an applicable quote or service order shall be billed at SPECTRA’s then‑current time and rates. Payment shall be due within thirty (30) days from the invoice date.

   2. Expenses. In addition to these fees and other charges, Customer shall reimburse SPECTRA for reasonable and necessary costs and expenses (including reasonable travel, lodging, and meals) incurred by SPECTRA in its performance of the Services at Customer’s request. Any such expense must be approved in advance by Customer, in writing.
   3. Taxes. SPECTRA and Customer will be responsible for payment of any sales, use and other taxes or government assessments or duties that apply to their respective companies as required by law.
   4. Disputed Invoices. If Customer reasonably disputes any portion of a SPECTRA invoice, Customer shall pay the undisputed portion of the invoice and submit a written notice of the claim to SPECTRA for the disputed amount. All claims shall be submitted to SPECTRA in writing within sixty (60) days from the date of the invoice. Customer waives the right to dispute any charges not disputed within such sixty (60) day period. In the event that the dispute is resolved against Customer, Customer shall pay such amounts plus interest at the rate referenced in the Late Payments paragraph below.
   5. Late Payments. Any payments from Customer received by SPECTRA more than ten (10) days after the due date (“Late Payments”) shall be subject to a finance charge of 1.5% per month until paid in full. However, the finance charge shall not exceed the maximum rate or amount, if any, allowed by applicable law.

Resources. “Resources” shall mean the hardware, software, policies, and other resources, if any, used to provide the Services. Unless expressly stated otherwise, all Resources provided by SPECTRA are owned by SPECTRA, and all Resources provided by Customer are owned by Customer. In the case of Resources in the form of software licenses ownership by SPECTRA means that SPECTRA holds and controls the license granted by the software licensor. If Resources are to be provided by Customer, then Customer shall provide access to or use of such Resources to SPECTRA for providing of the Services. SPECTRA shall be responsible for maintenance of all Resources owned by SPECTRA. Customer shall be responsible for maintenance of all Resources not owned by SPECTRA. SPECTRA’s resources are not dedicated exclusively to the Services or to Customer. The parties acknowledge and agree that SPECTRA retains all right, title and interest in all Resources provided by SPECTRA (the “SPECTRA Resources”) and the Customer may not pledge or grant a security interests in the SPECTRA Resources, or otherwise use the SPECTRA Resources as collateral with respect to any lease, loan or other financial relationship. SPECTRA expressly acknowledges and agrees that Customer retains all right, title and interest in all Resources provided by Customer (the “Customer Resources”) and that SPECTRA may not pledge or grant a security interest in the Customer Resources, or otherwise use the Customer Resources as collateral with respect to any lease, loan or other financial relationship.

Justification of Resources and IP Addresses. SPECTRA reserves the right to request justification of IP address usage from Customer. Possible justification questions and requests could include the following:

• 1. What products and services does your organization provide?
  2. How many IP addresses are you currently using on your network?
  3. How many new hosts will you be numbering in the next 12 months?
  4. Please provide a numbering topology and accounting for the IP addresses in use in your network today.

Third Party Software. Third party software will be operated and used by SPECTRA to enable and facilitate the performance of the Services.

Use of Services. Customer agrees that its use of the Services and any SPECTRA Resources, systems, or credentials made available in connection with the Services shall be in accordance with SPECTRA’s Acceptable Use Policy, as posted on the Site, and these Terms and Conditions. Customer shall not use the Services in any manner that violates applicable federal, state, local, or international law, regulation, or order. If more than one party is identified as a billing‑responsible party, each party shall be jointly and severally liable for all fees and obligations arising under these Terms and Conditions. SPECTRA may immediately suspend or discontinue the Services in the event of Customer’s misuse or fraudulent use of the Services or Resources, and Customer shall be responsible for any reasonable, documented costs incurred by SPECTRA as a result of such misuse or fraudulent use.

Indemnification. Customer shall indemnify, defend, and hold harmless SPECTRA and its subsidiaries, affiliates, officers, directors, employees, and agents from and against any third‑party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Customer’s use or misuse of the Services, (b) Customer’s violation of applicable law, (c) any data, materials, credentials, systems, or instructions provided or made available by Customer, or (d) Customer’s breach of these Terms and Conditions.

Assignment. Customer may not assign or transfer these Terms and Conditions, the Services, or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of SPECTRA. Any attempted assignment in violation of the foregoing shall be void. SPECTRA may assign these Terms and Conditions, and its rights and obligations hereunder, without notice.

Term and Termination of Services.

1. 1. Contract Period. Customer may have entered into a Service Order or a term agreement with SPECTRA that requires the Customer to maintain certain Services for a certain period of time (“Contract Period”) and that may allow SPECTRA to charge the Customer an early termination fee if the Customer prematurely cancels their Services. Any such Contract Period or term agreement is incorporated and merged into these Terms and Conditions and constitutes part of the agreement. The Services shall be provided to the Customer for the term identified in the applicable Service Order.
   2. Termination by SPECTRA. SPECTRA may terminate the Services, without notice, as permitted by law if SPECTRA, in its sole discretion, believes:

1. 1. 1. Customer (or anyone Customer permits to utilize the Services) has violated this Agreement;
      2. Customer (or anyone Customer permits to utilize the Services) has engaged in conduct that is a violation of any law or regulation;
      3. Customer provided false or inaccurate information to SPECTRA;
      4. Customer failed to pay any charges when due; or
      5. Customer engaged in conduct that is threatening, abusive or harassing to SPECTRA, its employees or any of its vendor’s employees or representatives.

In the event that the Customer has a Contract Period and SPECTRA terminates the Services for a breach of the agreement, Customer agrees to pay any early termination charges which may be due.

1. 1. Termination by Customer. If the Customer does not have a Contract Period, Customer has the right to cancel the Services for any reason without incurring any early termination fee by notifying SPECTRA of Customer’s intent to terminate by contacting SPECTRA. If the Customer does have a specified Contract Period, early termination of this agreement by Customer, without cause, will result in Early Termination Charges as set forth below.

Force Majeure. SPECTRA shall not be liable to the Customer under this Agreement for any delay or failure of performance resulting from any cause beyond SPECTRA’s reasonable control and without its fault or negligence, including without limitation, unusually severe weather conditions; earthquakes; floods; nuclear accidents; acts of God; epidemics; war, terrorists acts, riots, insurrections and civil disturbances; government regulation; acts of civil or military authorities or the public enemy; and fuel or energy shortages (collectively “Force Majeure”). In the event SPECTRA is unable to deliver the Services as a result of a Force Majeure event, Customer shall not be obligated to pay SPECTRA for the affected Services for so long as SPECTRA is unable to deliver the affected Services.

No Waiver. The failure of SPECTRA to enforce these Terms and Conditions, for whatever reason, shall not be construed as a waiver of any right to do so at any time.