Service Agreement

Subscriber Service Agreement

Updated and Effective: January 1, 2026

THIS ZENTRO INTERNET, LLC (“ZENTRO”) SUBSCRIBER SERVICE AGREEMENT CONTAINS AN ARBITRATION PROVISION, WHICH REQUIRES THAT ANY DISPUTE BETWEEN SUBSCRIBERS AND ZENTRO, EXCEPT FOR NON-PAYMENT OR LATE PAYMENT AND BREACH OF ANY OBLIGATION OF CONFIDENTIALITY OR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT FOR WHICH AN INJUNCTION MAY BE SOUGHT, IS SUBJECT TO A CLASS ACTION AND JURY TRIAL WAIVER, AND MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ SECTION 11 OF THIS SUBSCRIBER AGREEMENT AND THE ZENTRO TERMS OF SERVICE AND USE AGREEMENT CAREFULLY, AS COMBINED THESE AGREEMENTS SET FORTH THE ARBITRATION TERMS AND LIMITS THE REMEDIES AVAILABLE TO SUBSCRIBERS IN THE EVENT OF A DISPUTE.

Thank you for choosing Zentro Internet, LLC (“Zentro,” “we,” “our,” “us”) as your service provider.  This Zentro Subscriber Service Agreement (“Subscriber Agreement”) provides the terms and conditions of use that apply to various Zentro services (collectively, “Services” and individually, a “Service”) as listed below in Section 2. Along with Zentro’s Acceptable Use Policy (“AUP”), Zentro’s Terms of Service and Use Agreement (“TOU”), Open Internet Transparency Policy (“OITP”), DMCA Copyright Infringement Notice Policy (“DMCA Policy”), and Privacy Policy (collectively, “Zentro Service Agreements”), this Subscriber Agreement sets forth all of the obligations, terms and conditions of Zentro’s Services provided over its network(s). The network and related infrastructure, hardware and software, facilities, systems and related-equipment of Zentro and its affiliates are hereinafter called the “Zentro Network(s).”

All end-users and subscribers to any one of Zentro’s Services (collectively, “Subscribers,” “you,” “your,” “his/her,” “he/she,” “they,” or “their”) understand, acknowledge and agree that you are governed and bound by the Zentro Service Agreements when utilizing any Zentro Service. Capitalized terms not defined herein shall have the same meaning as set forth in the Zentro TOU.

PLEASE READ THIS SUBSCRIBER AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION, AS THIS IS A BINDING LEGAL CONTRACT BETWEEN ZENTRO AND THE SUBSCRIBER, AND SUPERSEDES ALL PRIOR COMMUNICATIONS AND AGREEMENTS WITH RESPECT TO THE SUBJECT MATTER.

By clicking “I Agree” or “I Accept,” or by utilizing any Zentro Service, software or hardware provided by Zentro or its affiliates and suppliers, each Subscriber is agreeing that they: (1) have read and understand this Subscriber Agreement and all of Zentro Service Agreements; and (2) consent to all terms and conditions contained therein. Zentro reserves the right to modify this Subscriber Agreement at any time by posting a revised and updated version on its website; therefore, you should look at these terms regularly. Each time that you (or anyone authorized by you) use any Zentro Service, you are reaffirming your acceptance of the then-current Subscriber Agreement. If you do not wish to be bound by the Zentro Service Agreements, you may not access or utilize any Zentro Service.

In the event of a conflict or inconsistency between the terms in the various Zentro Service Agreements, the terms that are most specific to the Service(s) or issue in question will govern.  For example, a conflict or inconsistency shall be resolved by giving precedence in this order: (a) first, a Zentro Service Agreement; (b) second, corresponding Addenda or Statement of Work; (c) third, to this TOU (including its Exhibits); and (d) fourth, this Zentro Subscriber Agreement.

1. DEFINITIONS. “Zentro,” “we,” “our,” and “us” means Zentro Internet, LLC and its affiliates, subsidiaries, agents, employees, successors and assigns; and (b) “Subscriber,” “you,” “your,” “his/her,” “their,” “they,” Subscriber means any individual or entity represented by that individual which subscribes to any Zentro Service, including commercial or residential tenants in Multiple Tenant Environments (“MTEs”), also known as Multiple Dwelling Units (“MDUs”).

1. SERVICES. This Subscriber Agreement governs the following Zentro Services:

2.1. High-Speed Broadband Internet Access Service (“Broadband Internet Service”).

2.1(a) Broadband Internet Service Description. This Subscriber Agreement governs standard high-speed broadband Internet service to residential and commercial Subscribers.

2.1(b) Performance Characteristics.

Advertised Internet speeds are not guaranteed, and the actual Internet speed observed may vary based on the computer, devices, equipment, connections, location, and other factors outside of Zentro’s control. Subscriber acknowledges and agrees that Zentro cannot and does not guarantee internet speeds, reliability, or performance to any non-Zentro equipment, via any non-Zentro certified cabling, or over a Wi-Fi connection, as Zentro cannot account for wireless interference or other obstructions which may interfere with the signal. Subscriber further acknowledges and agrees that by using wireless equipment to connect to the Internet, Subscriber’s service may be impacted, and that such interference can affect the speed and quality of Subscriber’s service. Subscriber acknowledges and agrees that the introduction of physical obstructions or devices which interfere with Subscriber’s wireless connection in Subscriber’s residence and/or community is beyond Zentro’s control. As such, Subscriber agrees that Zentro is not responsible for any interference or the effect interfering devices may have on Subscriber’s service, speed, or quality.

2.1(c) Security.

Subscriber acknowledges that the transmission of information via Internet and/or Wi-Fi may not be secure. Although Zentro makes every effort to ensure the integrity and security of the Zentro Network(s), Zentro makes no warranties or representations as to the security of Subscriber’s communications and/or transmissions. Subscriber understands, acknowledges, and agrees Subscriber is solely responsible for any third party’s unauthorized access and/or misuse of Subscriber’s account or Service(s).

2.1(d) Subscriber Account. Subscriber hereby acknowledges that each account provides one connection to the Service, a single End-User IP connection. Although Subscriber may share the Service among the computers within their residence, Subscriber acknowledges and agrees that it is their sole responsibility to install and maintain a means of sharing the connection and securing your home network. Zentro has no such obligation, and shall not provide the equipment, knowledge, or labor to aid Subscriber in sharing their connection. Zentro may refer Subscriber to independent contractors that provide in-home networking services, but Zentro does not warrant or guarantee the work performed by any third party, including any independent contractors with which Zentro may hold agreements.

2.2. Managed Wi-Fi Service.

2.2(a). Managed Wi-Fi Service Description. Zentro may offer managed Wi-Fi service to its Subscribers via its Network, as well as other managed Wi-Fi solutions for (but not limited to) temporary events, venues and other commercial spaces.

2.2(b). Performance Characteristics.

Advertised Internet speeds are not guaranteed, and the actual Internet speed observed may vary based on the computer, devices, equipment, connections, location, and other factors outside of Zentro’s control. As such, Subscriber acknowledges and agrees that Zentro cannot and does not guarantee internet speeds, reliability or performance to any non-Zentro equipment, via any non-Zentro certified cabling, or over a Wi-Fi connection, as Zentro cannot account for wireless interference or other obstructions which may interfere with the signal. Subscriber further acknowledges and agrees that by using wireless equipment to connect to the internet, Subscriber’s service may be impacted, and that such interference can affect the speed and quality of Subscriber’s service. Subscriber acknowledges and agrees that the introduction of physical obstructions or devices which interfere with Subscriber’s wireless connection in Subscriber’s residence and/or community is beyond Zentro’s control. As such, Subscriber agrees that Zentro is not responsible for any interference, or the effect interfering devices may have on Subscriber’s service, speed or quality.

2.2(c). Security. Subscriber acknowledges that the transmission of information via internet and/or Wi-Fi may not be secure. Although Zentro makes every effort to ensure the integrity and security of the Zentro Network(s), Zentro makes no warranties or representations as to the security of Subscriber’s communications and/or transmissions. Subscriber understands, acknowledges, and agrees Subscriber is solely responsible for any third party’s unauthorized access and/or misuse of Subscriber’s account or Service(s).

2.2(d). Subscriber Account. Subscriber hereby acknowledges that each account provides one connection to the Service. Although Subscriber may share the Service among the computers within their residence, Subscriber acknowledges and agrees that it is their sole responsibility to install and maintain a means of sharing the connection and securing your home network. Zentro has no such obligation, and shall not provide the equipment, knowledge, or labor to aid Subscriber in sharing their connection. Zentro may refer Subscriber to independent contractors that provide in-home networking services, but Zentro does not warrant or guarantee the work performed by any third party, including any independent contractors with which Zentro may hold agreements.

2.3. Voice Over Internet Protocol (“VoIP”) Telephone Service.

2.3(a). Description. Zentro may offer VoIP technology that allows for voice calls over a broadband Internet connection.

2.3(b). Need for power: Subscriber acknowledges that VoIP must be installed according to Zentro specifications and Subscriber may not alter the equipment or inside wiring in any way. The Zentro Equipment is electrically powered, and the Telephone Service may not operate in the event of an electrical power outage. Subscriber acknowledges that, in the event of a power outage in the home, any battery in use may enable back-up service for a limited period of time or not at all, depending on the circumstances, and that the addition of a back-up battery does not ensure that Telephone Service will be available in all circumstances, and that performance of any battery is not guaranteed. Subscriber also acknowledges that, in the event of a loss of power that disrupts the local Zentro system, a back-up battery will not provide service and Telephone Service will not be available. Subscriber acknowledges and understands that the Zentro Equipment may not have battery back-up of another power source of its own.

2.3(c) Need for Internet: VoIP Telephone Service is provided over the broadband Internet network. If there is an outage of this network, the VoIP Telephone Service will not be able to make 911 calls. Any 911 calls made using the VoIP Telephone Service may be subject to network congestion or reduced routing or processing speed. Call Forwarding, Do Not Disturb, Simultaneous Ring or other features programmed and in use at the time of a service interruption may not function.

2.3(d) E911 Service: For 911/E911 to work in accordance with Zentro’s specifications, Zentro must have a correct service address for the location of the Zentro Equipment. Subscriber acknowledges that without the correct address during registration for the Telephone Service or in the case of relocation of Zentro Equipment to a new address without registration of the new address with Zentro, 911/E911 may fail: (i) the calls may be misdirected to the wrong emergency authorities or (ii) emergency authorities will be given the wrong address for the origin of the call. Subscriber acknowledges that authorization for Telephone Service at a new service address (if available) is required to update the service address with Zentro Connect and keep E911 service location current.

2.4. DIRECTV (“DTV”) Service.

2.4(a). Description. Zentro is an authorized reseller of DTV’s satellite television programming. As such, Subscriber acknowledges that although Subscriber is signing up for DTV’s service through Zentro, the actual programming shall be provided to Subscriber by DTV; thus, Subscriber acknowledges and agrees that Zentro shall have no responsibility for any outages or signal related issues.

2.4b). DTV Protection Plan. By signing up for DTV, you understand, acknowledge, and agree that you are automatically enrolled into Zentro’s DTV Protection Plan (“Protection Plan”) at a rate of $5.95 per month. This Protection Plan covers service to the centralized DTV system at your property for all related issues, as well as remote support for the equipment in Subscriber’s unit. This Protection Plan does not, however, cover on-site service calls for individual equipment, which may result in an additional fee. Enrollment in the Protection Plan is required in order for Zentro to sign Subscriber up for DTV.  In the event that Subscriber fails pay the $5.95 per month charge, Subscriber hereby agrees to pay a service fee of $120 per hour, with a two (2) hour minimum charge, each time Subscriber requests any service covered under the Protection Plan.

2.4(c). Early Termination Fee. Subscriber acknowledges and agrees that in the event that Subscriber terminates his/her contract with DTV prior to the expiration of the then-in-effect contract term, Subscriber may be subject to a cancellation fee upon termination.

1. CONTENT AND INTELLECTUAL PROPERTY RIGHTS

3.1. Content. Subscriber acknowledges that information, communications, photographs, videos, graphics, software, music, audio and other materials may be accessible through use of the Service(s) (collectively, “Materials”). Subscriber further acknowledges that, as a matter of policy, Zentro does not pre-screen such materials, but that Zentro has the right, but not obligation, to remove from its servers’ Materials that Zentro, in its sole discretion, determines to be in violation of its AUP. Subscriber further acknowledges that Zentro does not have the capability to monitor, review, restrict, edit or remove Materials made available to Subscriber by third-parties on the internet, and agrees that it is Subscriber’s responsibility to evaluate the Materials. Subscriber agrees to bear all risks associated with the use of any Materials, including any reliance on the accuracy, completeness, or usefulness of such Materials. The fact that Zentro provides a link to a particular website or webpage is not an indication that it endorses that website’s policies or business practices, or the content, services or products available on that website.

3.2 Intellectual Property Rights. Subscriber acknowledges that all Materials provided through the Service may be protected by copyright, trademark and other intellectual property-related rights. Subscriber agrees that the use of such Materials is governed by all applicable laws and regulations, as well as by any further restrictions placed on such Materials by their owners and licensors. Subscriber further acknowledges that the Service may be used to place Materials in certain public areas (e.g., message boards, newsgroups, forums, and public mailing lists), and that Zentro is a distributor, not a publisher, of Materials disseminated by persons using the Service. Subscriber agrees that by posting, uploading or transmitting Materials to any public area, Subscriber is requesting that Zentro make such Materials available to others, and acknowledges that placing such Materials in a public area will result in copies of such Material being transmitted to others. Subscriber acknowledges and agrees that by posting, uploading or transmitting Materials to any public area, Subscriber: (i) grants Zentro a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, distribute, display and create derivative works from such Materials (in whole or in part), and to incorporate it into other works in any form, media or technology (whether now known or later developed); and (ii) warrants that the Subscriber is either the owner of all rights in the Material, including intellectual property rights, or that the owner of any such rights in the Material, including intellectual property rights, has waived such rights and has given Subscriber the right to grant the license described above. Subscriber agrees that all liability arising out of any violation of this Section shall be within the scope of the indemnity set forth in Section 12.

1. SUBSCRIPTION TO SERVICES

4.1. Bundled Services. Should Subscriber choose to subscribe to any Zentro bundled package, Subscriber acknowledges that the discounted pricing of such package is due solely to Subscriber’s election to bundle those specific Services. In the event that Subscriber elects to terminate one or more of the Services within the bundled package, Subscriber agrees that after such termination, Subscriber shall be charged full price for all remaining Services and shall no longer be entitled to any discounted pricing.

4.2. Trial or Discount Periods. Subscriber acknowledges that the Service(s) subscription may begin at a discounted price for a specified period of time, or that Zentro may offer special pricing, at its discretion, for specified periods. Subscriber further acknowledges that if the Service(s) are not terminated, in accordance with Section 7, prior to the end of the discount period, Subscriber shall be charged the regular rate of the Service(s). Zentro provides notice of the terms of the discount period at the time it is applied; however, Subscriber acknowledges that no additional notice will be sent by Zentro or received by Subscriber indicating that the discount period is about to end or has ended, or that Zentro has begun charging the regular rate for the Services.

4.3. No Property or Community Affiliation. Subscriber understands, acknowledges and agrees that Zentro is not directly affiliated with any MTE property or community, developers of residences or homeowner’s association. Subscriber further understands, acknowledges and agrees that residency or tenancy in, or ownership in a property or community in which Zentro offers service, does not entitle any person to become a Subscriber, sustain a subscription or access the Service(s). Zentro shall determine, it its sole discretion, who may subscribe to its Service(s).

4.4. Subscriber Relocation. Subscriber understands, acknowledges and agrees that the Services are not transferable in the event Subscriber leaves the address where the Service is provided (“Service Location”), and that doing so is not grounds for termination of this Subscriber Agreement. Additionally, new owners or tenants of a former Subscriber’s MTE unit or residence must apply to Zentro for service, and agree to the terms and conditions of this Subscriber Agreement.

4.5. Term Contracts. In the event Subscriber has signed a Term Contract, as defined in Section 7.3, or an equipment lease, and Subscriber relocates during the contract term, Subscriber may elect to either (a) continue the Term Contract and pay a relocation fee equivalent to all of Zentro’s costs incurred in removing its equipment and establishing a connection at Subscriber’s new location; or (b) terminate the Term Contract and/or equipment lease and pay the Early Termination Fee described in Section 7.3.

4.6. Zentro Right to Terminate or Alter Service(s). Subscriber understands, acknowledges and agrees that Zentro may, in its sole discretion, discontinue or alter any Service level or aspect of the Service(s) at any time, with or without notice, and without liability.

4.7. Subscriber’s Use of the Service(s). Subscriber understands, acknowledges and agrees that Zentro may establish general, non-discriminatory practices and limits concerning the use of the Service(s), and that Zentro may implement prioritization practices in connection with accessing the Service(s). Subscriber further understands, acknowledges and agrees that any limits Zentro establishes may vary by subscriber based upon factors determined by Zentro in its sole discretion, which may or may not include, among others, a Subscriber’s chosen service level, specific usage patterns, and/or geographic location. Subscriber understands, acknowledges and agrees that Zentro reserves the right to change these general practices and limits at any time, in its sole direction, with or without notice.

4.8. Subscriber’s Account. Subscriber understands, acknowledges and agrees that they are solely responsible and liable for any and all activity, by any person, which occurs on or through the use of his/her account, and that all other users of Subscriber’s account shall be bound by this Subscriber Agreement and other Zentro Service Agreements as if he/she were the Subscriber. Subscriber further understands, acknowledges and agrees that he/she is solely responsible for maintaining the confidentiality of the Zentro Network(s) passwords, and for any liability resulting from the disclosure of the passwords. Subscriber agrees to immediately notify Zentro upon becoming aware that his/her account is or possibly is being used without authorization.

4.9. Access to the Service(s). Subscriber understands, acknowledges and agrees that it is his/her sole responsibility to ensure that his/her computer system and software meet the current minimum requirements necessary to use the Service(s). From time to time, the computer equipment required to access and use the Service(s) may change, which may result in Subscriber’s computer equipment ceasing to be adequate to access the Service. Subscriber acknowledges and agrees that he/she is solely liable for upgrading his/her computer systems and software to meet the then-current minimum system requirements.

4.10. Zentro Equipment. In the event that Subscriber’s subscription to the Service(s) required Zentro to provide equipment for Subscriber’s use in connection with the Service(s) (“Zentro Equipment”), Subscriber agrees to accept full financial responsibility for any loss or damage caused to Zentro Equipment (excluding product defects or other damage entirely outside of Subscriber’s control). Please see TOU for additional provisions that govern Zentro Equipment, including, but not limited to Subscriber responsibility for maintaining Zentro Equipment and obligation to maintain electrical power.

4.11. Subscriber Equipment. Subscribers may purchase certain types of equipment from Zentro such as a router, modem and VoIP phone equipment. Upon such purchase, the equipment is then considered “Subscriber Equipment.” Subscriber acknowledges, understands and agrees that Zentro has no responsibility for the maintenance, repair or replacement of any Subscriber Equipment and that Subscriber Equipment is subject to the limitations of the warranty, if any, provided by the equipment manufacturer. Subscriber must direct questions concerning third-party hardware or software to the manufacturer. Subscriber, however, may contract with Zentro to provide repair or maintenance services for Subscriber Equipment for a fee.

4.12. Back-Up Requirements for Zentro Servicing. Subscriber understands, acknowledges and agrees that prior to Zentro servicing any Subscriber Equipment or Zentro Equipment, it is Subscriber’s responsibility to (i) back-up the data, software, information or other files stored on Subscriber’s computer or other device including but not limited to disk drives, peripherals, MP3 player, DVD player, camcorder, digital camera and/or on any other electronic storage device; and (ii) remove all videotapes, compact disks, floppy disks, laser disks, cassettes, DVDs, film or other media from Subscriber Equipment or other personal devices.  Under no circumstances shall Zentro and/or its agents or service technicians, be liable under any circumstances for any loss, disclosure, alteration or corruption of any Subscriber data, software, information, files, videotapes, compact disks, floppy disks, laser disks, cassettes, DVDs, film or other media.

1. LENGTH OF SERVICE.

5.1 Broadband Internet Service. The length of service for Broadband Internet Service for residential and commercial Subscribers is month-to-month (“Monthly Term”).

5.2 Managed Wi-Fi Service. The length of service for Managed Wi-Fi Service for residential and commercial Subscribers is month-to-month (“Monthly Term”).

5.3 VoIP Service. The length of service for VoIP Service for residential and commercial Subscribers is month-to-month, whether or not the broadband Internet service is provided by Zentro (“Monthly Term”).

5.4 DIRECTV Service. The initial term of service for DTV Service for residential and commercial Subscribers is 12-24 months, depending on the specific service selected (“Initial Term”). DTV Service shall automatically renew for successive one (1) year periods (“Renewal Term”).

1. PAYMENTS.

6.1. Fees. Subscriber acknowledges that they are solely responsible for any charges to their account, as well as for any activities conducted through their account by Subscriber or any other person. Subscriber further acknowledges that in addition to their monthly subscription fee and other monthly recurring charges (collectively, “MRC”), Subscriber is solely responsible for the payment of all applicable taxes, fees and charges associated with Subscriber’s account. Zentro reserves the right to at any time, in its sole discretion, change its fees and charges for use of portions of the Service, to institute new or additional fees, and to change its policies, methods, and procedures with respect to pricing, billing, cancellations and surcharges.

6.1.2 Service Call and Installation Fees. In conjunction with and in addition to Sections 4.9 through 4.11 above, Zentro may determine in its sole discretion that any repairs to Zentro Equipment or Subscriber Equipment will require an onsite service appointment (the “Service Appointment”). Subscriber acknowledges and agrees that to the extent repairs are necessary due to Subscriber error, faulty equipment, wiring, equipment placement or other issues beyond Zentro’s control, a fee or fees shall be incurred by Subscriber (“Service Call Fee”). Subscriber also acknowledges and agrees that a minimum $100 fee may be incurred for installation of certain Service(s) (“Installation Fee”). (Service Call Fees and Installation Fees may be referred to collectively as “Service Appointment Fees”). Subscriber further acknowledges and agrees to the following: (a) Subscriber is responsible for any and all such Service Appointment Fees; (b) Service Appointment Fee billing and payment shall be in accordance with Sections 6.2, 6.3 and 6.4 below; (c) Subscriber may incur the full Service Appointment Fee if a cancellation is made less than (24) hours prior to the Service Appointment and/or if Subscriber is not home at the scheduled Service Appointment time. Notwithstanding anything herein to the contrary, Zentro reserves the right to implement or modify any such fee, inclusive of the Service Appointment Fees and all such fees are further subject to Zentro’s TOU.

6.2. Payment Method. In signing up for Service(s), Subscriber expressly authorizes Zentro and its agents to charge all fees, applicable taxes and any other charges incurred in connection with Subscriber’s use of the Service(s) with the credit card or payment method Subscriber has designated. Subscriber acknowledges and agrees that such authorization shall remain valid throughout the duration of the subscription and in the event that there is a change in the credit card account number, expiration date or security code, Subscriber shall inform Zentro immediately. Subscriber further understands, acknowledges and agrees that if a credit card is used to pay for the Service(s), a three-percent (3%) processing fee may be added to the transaction. Further, in the event that Zentro does not receive payment from the card issuer or its agents, Subscriber agrees to immediately pay all amounts due, upon demand.

6.3. Monthly Billing. Subscriber acknowledges that, unless other arrangements with Zentro are made in a writing signed by both parties, payment for the Service(s) are automatically billed each month on or about the first day of each month and will continue to be billed automatically on a month to month basis until the Service(s) are terminated by Subscriber in accordance with Section 7 herein. Subscriber further acknowledges that Zentro charges by the month, not the day; and therefore, agrees that there will be no proration, refund or credit for any unused portion of the month.

6.4. Late Payments. Subscriber acknowledges and agrees that each monthly payment is due by the first day of each month. In the event that Zentro does not receive Subscriber’s payment in full within thirty (30) days of the applicable invoice date, Zentro may impose an additional fee equal to 5% of Subscriber’s current monthly invoice (“Late Fee”). Additionally, Subscriber understands, acknowledges and agrees that Zentro may suspend or terminate Subscriber’s access to the Service(s) and Subscriber’s account at any time, with or without written notice, for non-payment of any fees or charges due to Zentro, and that Subscriber shall remain liable for any and all payments due under this Subscriber Agreement while the Service is suspended or terminated.

6.5. Reporting of Billing Error. In the event that Subscriber believes that a billing error has occurred, Subscriber understands, acknowledges and agrees that Zentro must be notified, in writing, of the alleged error no later than forty-five (45) days after the alleged billing error occurred. Subscriber further understands, acknowledges and agrees that if Zentro is not notified within 45 days of the alleged error, the billed amount will be deemed to have been accepted by Subscriber, and Subscriber agrees to release Zentro from any liability for any alleged error or discrepancy.

1. TERMINATION AND REFUND POLICY

7.1. Notice of Termination of Service. Subscriber acknowledges and agrees that the Service(s) may be cancelled at any time by calling Zentro at 877-936-8761 during our regular business hours: 7:00 am – 6:00 pm CST, Monday through Friday or by sending written notice of such cancellation or termination to Zentro delivered to 420 N. May Street Chicago, IL 60642. Any such cancellation or termination will only be effective upon a confirmation communication from Zentro to Customer. Such notice must include Subscriber’s full name, service address, account number, termination date and the reason for terminating the service.

7.2. Effective Date of Termination. All cancellations must be made in accordance with Section 7.1 herein and will be considered effective only after Subscriber has received a confirmation email from Zentro with their cancellation effective date. Subscriber understands, acknowledges and agrees that Zentro charges by the month, and not the day, and there will be no proration of days for a refund, or a credit for any unused days of the month; and thus, all cancellations will become effective as of the last day of the month. As such, Subscriber acknowledges and agrees that in order for a cancellation to be effective as of the following month, and for Subscriber to not be liable and charged the full monthly price on the first the month, Subscriber shall provide notice of cancellation, as described in Section 7.1 herein, to Zentro no later than the 25th of the month.

7.3. Term Contracts and Equipment Leases. Subscriber understands, acknowledges and agrees that if a contract for a specified term (“Term Contract”) or equipment lease was entered into with Zentro in connection with the provision of Service(s), Subscriber is bound by the terms of those agreements. Subscriber further acknowledges that in the event that the terms or conditions of the Term Contract and/or equipment lease conflict with the terms of this Subscriber Agreement, the terms and conditions of the Term Contract and/or equipment lease shall prevail.

7.3.1. Subscriber further acknowledges and agrees that pricing under the Term Contract and/or equipment lease is predicated on the length of the term. Thus, in the event that Subscriber terminates the Term Contract and/or equipment lease prior to the end of the term, Subscriber agrees that they are liable for the following fees: (i) “Pre-Installation Termination Fee” equal to one (1) month of the total monthly recurring fees under the Term Contract and/or lease agreement, should Subscriber terminate prior to installation taking place; or (ii) an “Early Termination Fee” equal to the total amount of monthly fees remaining under the Term Contract and/or equipment lease should Subscriber terminate after installation.

7.3.2. Subscriber further acknowledges and agrees that these fees shall become immediately due upon termination, and hereby authorizes Zentro to charge Subscriber’s credit card or direct-debit account on file for the full amount of such fees.

7.4. Return of Leased Equipment Upon Termination. Subscriber agrees that if any equipment was leased from Zentro, upon the termination of the Service(s), Subscriber shall return all leased Zentro equipment within fifteen (15) days from the time the Service(s) are cancelled. Failure to do so may result in Zentro charging Subscriber’s credit card and/or direct-debit account information on file the MSRP (reasonably for condition and length of service) for any and all leased Zentro Equipment not returned.

7.5. Zentro Termination Rights. Subscriber acknowledges and agrees that Zentro may, in its sole discretion, terminate Subscriber’s access to the Service(s) and/or Subscriber’s account at any time, with or without notice, for non-payment of any fees or charges due on Subscriber’s account, or for any violation of this Subscriber Agreement or other Zentro Service Agreement. Zentro hereby reserves the right to terminate or temporarily suspend an account, without warning, if Zentro believes, in good faith, that such disconnection or suspension would prevent or stop a violation of this Subscriber Agreement or other Zentro Service Agreements. Subscriber further agrees that in the event that Zentro does terminate Subscriber’s access to the Service(s) and/or Subscriber’s account for the aforementioned reasons, Subscriber shall remain liable for any and all fees, if any, due under this Subscriber Agreement. Zentro also reserves the right to terminate Subscriber’s access to the Service(s) and to their account, without cause, by notifying Subscriber of Zentro’s intent to do so fifteen (15) days in advance. Upon termination, Subscriber shall have no right to continue use of the Service(s), or to access any stored content on the Service(s), and all such content shall be forfeited. Subscriber acknowledges that if an account on the Service is terminated, any unread e-mail(s) sent prior to termination may be deleted.

7.6. Subscriber Termination Rights. Subscriber acknowledges and agrees that if they are dissatisfied with this Subscriber Agreement, any terms, policies or practices of Zentro in operating the Service(s), any content available through the Service(s), or any change to any of the foregoing, Subscriber’s sole recourse is to cancel the Service. Subscriber, however, shall remain liable for any and all fees, if any, due under this Subscriber Agreement.

7.7. Application for Service After Termination. Zentro reserves the right to refuse the application or reapplication of anyone whose account has been cancelled for a violation of this Subscriber Agreement or other Zentro Service Agreements, or anyone whom Zentro suspects is acting on behalf of someone whose account has been canceled for a violation. Zentro also reserves the right to cancel or suspend all other accounts belonging to Subscriber if one of Subscribers accounts is involved in a violation.

1. WARRANTIES AND REPRESENTATIONS BY SUBSCRIBER

8.1. If a Subscriber is an individual, Subscriber warrants and represents that he/she is at least 18 years of age, and that he/she possess the legal right and capacity to enter into this Subscriber Agreement and use the Service(s) in accordance with this Subscriber Agreement.

8.2. If Subscriber is a legal entity, the individual signing on behalf of the entity hereby warrants and represents that: (a) the legal entity is duly organized, validly existing and in good standing under the laws of its origin, with all of the requisite power to execute and  perform its obligations under this Subscriber Agreement; (b)the signatory has the full authority to sign on behalf of the legal entity  to whom the benefit of the Service(s) shall be conferred; (c), that such entity shall comply with and be bound by the terms and conditions set forth herein; and (d) that such entity shall comply with and be bound by (i) all applicable local, state and federal statutes, regulations, guidelines and ordinances; and (ii) applicable building codes, zoning ordinances, homeowners’ association rules, covenants, conditions (collectively, “Applicable Law”).

8.3. All Subscribers warrant and represent that the Personal Information (as defined in Zentro’s Privacy Policy) provided to Zentro in order to register for and provide the Service is accurate, current and complete. Subscribers understand, acknowledge and agree that it is their sole responsibility to keep all Personal Information updated and current for the duration of this Subscriber Agreement.

8.4 Subscribers understand, acknowledge and agree to be financially responsible for their, and anyone utilizing the Service(s) via Subscriber’s account, use of the Service(s).

1. DISCLAIMER OF WARRANTIES AND LIMITED WARRANTIES BY Zentro

9.1. Subscriber understands, acknowledges and agrees that his/her use of the Service(s) is at his/her sole risk, and that although the Service(s) provides access to the internet, the internet is not owned, operated or managed by Zentro.

9.2 With respect to any information, goods and/or services provided or accessed on or through the Service(s), or otherwise available on the internet, Zentro: (i) has no responsibility or obligation with respect to, and does not endorse, any third-party information, goods or services; and (ii) will not be a party to any transaction between Subscriber and any other user of the Service(s).

9.3. EXCEPT AS SPECIFICALLY SET FORTH IN THS SUBSCRIBER AGREEMENT, ZENTRO MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, THAT THE SERVICE(S) WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES ZENTRO MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE USE OF THE ZENTRO SERVICE(S). ZENTRO DOES NOT GUARANTEE CONNECTIVITY AT ANY TIME, FOR ANY LENGTH OF TIME OR AT ANY PARTICULAR SPEED: IT WILL MAKE ITS BEST EFFORT. THE ZENTRO SERVICE(S), ZENTRO EQUIPMENT, SUBSCRIBER EQUIPMENT (INCLUDING ANY RELATED SOFTWARE AND HARDWARE) ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES WHATSOEVER (EITHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF TITLE OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY ZENTRO, ITS SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS OR AUTHORIZED SERVICE PROVIDERS WILL CREATE A WARRANTY, NOR SHOULD YOU RELY ON ANY SUCH ADVICE OR INFORMATION.

1. STATUTE OF LIMITATIONS AND LIMITATION OF LIABILITY.

10.1 Statute of Limitations.  Subscriber understands, acknowledges and agrees that any claim or cause of action brought by or on behalf of Subscriber with respect to any Zentro Service Agreement, Zentro Service(s) or Zentro Network(s) must be commenced within one (1) year after the claim or cause of action arose.

10.2. Limitation of Liability. SUBSCRIBER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE OR A MATERIAL BREACH OF THIS SUBSCRIBER AGREEMENT) WILL ZENTRO AND ITS AFFILIATES, AND THEIR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, OR ANYONE ELSE INVOLVED IN PROVIDING THE ZENTRO SERVICE(S) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF REVENUES, LOSS OF DATA, OR OTHER LOSSES INCURED BY SUBSCRIBER (OR ANY OTHER PERSON USING SUBSCRIBER’S ACCOUNT). SUBSCRIBER FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IN NO EVENT WILL ZENTRO BE LIABLE TO SUBSCRIBER FROM OR THROUGH THE SUBSCRIBER’S USE OF OR INABILITY TO USE THE ZENTRO SERVICE(S), OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, LOSS OF DATA, ERRORS, DEFECTS, DELAYS IN OPERATIONS OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO FORCE MAJEURE EVENTS (AS DEFINED IN THE TOU), COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE ZENTRO NETWORK(S), ZENTRO SERVICES, ZENTRO’S RECORDS AND PROGRAMS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR ANY OTHER LEGAL THEORY, REGARDLESS OF THE FORESEEABILITY THEREOF EVEN IF ZENTRO HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 SUBSCRIBER FUTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT, EXCEPT AS PROVIDED HEREIN, ZENTRO’S ENTIRE LIABILITY AND SUBSCRIBER’S EXCLUSIVE REMEDY WITH RESPECT TO ZENTRO SERVICE PERFORMANCE ISSUES RELATED TO OR CAUSED BY A MATERIAL FAILURE OF THE ZENTRO NETWORK(S), ZENTRO EQUIPMENT OR THE ZENTRO SERVICE(S) WILL BE SOLELY LIMITED TO AN AMOUNT NO GREATER THAN THE AMOUNTS INVOICED TO SUBSCRIBER BY ZENTRO  DURING THE SIX (6) MONTHS PRIOR TO THE OCCURRENCE OF ANY CLAIM.

10.4 THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS SUBSCRIBER AGREEMENT. IN JURISDICTIONS WHICH RESTRICT LIMITATION OF LIABILITY PROVISIONS, ZENTRO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

1. DISPUTE RESOLUTION AND ARBITRATION REQUIREMENT.

11.1 Dispute Resolution. In the event of any “Dispute” (as defined in the Zentro TOU), the Parties shall first use their best efforts to resolve the Dispute as detailed in the Zentro TOU. The complaining Party shall provide written notice to the other Party in a document specifically titled “Notice of Dispute” or an email with the subject line titled “Notice of Dispute,” setting forth the precise nature of the Dispute. Specific requirements for the Notice of Dispute are provided in the Zentro TOU. Zentro will send its Notice of Dispute to the Subscriber using the Subscriber’s contact information on the Subscriber’s account. The Subscriber shall send its Notice of Dispute to Zentro using the following:

Via Email: legal@zentrointernet.com

Via Postal Mail or Courier: Zentro Internet, LLC 420 N. May Street, Chicago, IL 60642, Attn: Legal Department

11.2 BINDING ARBITRATION. SUBSCRIBER AGREES THAT ALL DISPUTES AS DEFINED IN THE ZENTRO TOU  (SUBJECT TO THE EXCEPTIONS LISTED IN THE ZENTRO TOU)   NOT RESOLVED VIA THE INFORMAL DISPUTE RESOLUTION PROCESS AS MENTIONED  ABOVE AND DETAILED IN THE TOU, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION.

11.2.1. BY AGREEING TO ARBITRATE, SUBSCRIBERS UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THEY WAIVE THEIR RIGHT TO SUE ZENTRO IN COURT AND THE RIGHT TO A JURY TRIAL.

11.2.2. THE BINDING ARBITRATION PROCEEDING SHALL BE CONDUCTED BY THE PROVISIONS AS SET FORTH IN THE ZENTRO TOU. THE TOU ALSO SETS FORTH THE REPONSIBILITY OF THE PARTIES PERTAINING TO ANY PAYMENT OF ARBITRATION FEES AND COSTS.

11.2.3. SUBSCRIBERS RIGHT TO SUE IN SMALL CLAIMS COURT AND RIGHT TO OPT-OUT OF ARBITRATION.  The Zentro TOU details circumstances that a Subscriber may bring an individual action in small claims court as an alternative to arbitration, and to opt-out of binding arbitration. There is a thirty (30) calendar day deadline from the effective date of the Services to opt-out of arbitration.

11.2.4 Subscribers understand, acknowledge and agree that they are subject to  specific restrictions as set forth in the TOU to any attempt to resolve a Dispute via any class action, collective or consolidated basis or bringing any Dispute in a purported representative capacity.

11.2.5. THIS BINDING ARBITRATION PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS SUBSCRIBER AGREEMENT AND THE ZENTRO TOU FOR ANY REASON.

1. INDEMNIFICATION.

12.1. General Indemnification. Subscriber shall indemnify, hold harmless, and defend Zentro and its affiliates, and their respective shareholders, officers, directors, employees, agents, representatives, service providers and subcontractors from and against all liabilities, actions, losses, response to any government investigation or inquiry related to third-party claims, claims or damages and expenses whatsoever (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with (a) Subscriber’s or third parties’ improper use of the Service(s), resale, or sharing of the Services in violation of this Subscriber Agreement, other Zentro Service Agreements or any Applicable Law; (b) claims that Subscriber’s use of the Service infringed on the patent, copyright, trademark or other intellectual property right of any third party; (c) claims by Zentro or third parties for damage to real or tangible personal property or for bodily injury or death which is caused by Subscriber and is directly due to Subscriber’s negligence or willful misconduct or which is caused by hazards created by Subscriber Equipment, Subscriber’s personal devices, other equipment  or facilities; (d) any liens placed on Zentro Equipment due to Subscriber’s action or inaction; and (e) any and all costs, claims, taxes, penalties, charges and surcharges levied against Zentro related to or associated with Subscriber’s claim for tax exempt status and such claim is not  valid. The Parties understand, acknowledge and agree that Subscriber’s indemnification obligations do not apply to claims for damages to real or tangible personal property or for bodily injury or death if solely caused by Zentro’s gross negligence or willful misconduct.

12.2 Notice of Claim and Cooperation. The indemnified Party shall promptly notify the indemnifying Party in writing of any such Claim, and shall take such action as may be necessary to avoid default or other adverse consequences in connection with such Claim. The indemnifying Party shall have the right to select counsel and to control the defense and settlement of such Claim; provided, however, that the indemnified Party shall be entitled to participate in the defense of such Claim and to employ counsel at its own expense to assist in handling the claim, and provided further, that the indemnifying Party shall not take any action in defense or settlement of the Claim that would negatively impact the indemnified Party.

13. Sections 3 to 14 herein shall survive any termination or expiration of this TOU for any reason.

14. Please see the TOU (which is incorporated herein by reference) for the following provisions: (a) Entire Agreement; (b) Amendments and Modifications;(c) Non-Waiver; (d) Severability; (e) Notices; (f) Headers and No Inferences; (g) Assignment; (h) Governing Law and Venue; and (i) No Partnership or Joint Venture.