Matrix Networks’ Hospitality Services Terms & Conditions

As part of this Support Agreement, MATRIX will provide support services as listed at the end of this Agreement (the “Services”). These Services will be considered the total of the Services provided as part of this Agreement, and anything beyond those Services shall be covered outside of this Agreement.  The validity of this Agreement and the rights, obligations, and relations of the parties hereunder shall be construed under and in accordance with the substantive laws of the State of Oregon, without regard to its principles of conflicts of law.  Any action, suit or proceeding of any nature arising under this Agreement shall be commenced in the appropriate court in Portland, Oregon and the parties expressly consent to the jurisdiction of such court.  This Agreement, and any supporting written schedules or exhibits, constitute the entire Agreement of the parties with regards to the Services provided.  MATRIX reserves the right to modify this Agreement with 30-days written notice.

Definitions

**note: if entering a RENTAL AGREEMENT scroll down to Section 2.

1. Interconnected hardware components interconnected to enable data and bandwidth resource sharing.
2. End-user hardware, computers or devices that attach to the network.
3. Access Point. A device that allows end points that are wireless enabled to connect to a wired network enabling the relay of data between the wireless end point and resources connected to the wired network.
4. A device that allows or controls access to the network
5. Staff Network. Elements of the Network including endpoints, primarily used by OWNER.  Usually wired and connected to the internet through a switch or network hardware and usually segmented off from the Guest Network.  MATRIX does not manage any element of Staff Network(s) under this Agreement. 
6. Guest Network. Elements of the Network, usually enabling wireless access, which MATRIX manages and are usually segmented off from the Staff Network.
7. Fully Operational. Maintaining and when necessary replacing Network equipment and licensing levels with working components so that the Guest Network and guest experience is not negatively impacted.  Occasional issues with Guest Network equipment that can be resolved by reboot are expected and cooperative maintenance or rebooting to maintain a fully operational network is expected per the Owner Obligations section.
8. Licensing and/or Support. Some hardware requires licensing and/or support that activates endpoints to attach to through the network to the gateway. 

Terms and Termination

**note: if entering a RENTAL AGREEMENT scroll down to Section 2.

The initial term of Agreement is outlined in your proposal, commencing on start date outlined in proposal (the “Initial Term”).  At the expiration of the Initial Term, this Agreement shall automatically renew for successive terms (the “Renewal Term”) equal in length to the Initial Term unless OWNER provides written notice to MATRIX at least 60 days prior to the end of the Initial Term or the then-current Renewal Term that OWNER has elected not to renew the Agreement. 

Neither the Initial Term nor any Renewal Term shall  be shortened by any change in site ownership or management, nor by renovations, repairs, additions, or other changes to the site.  Notwithstanding the foregoing, this Agreement shall automatically terminate 90 days after MATRIX has been notified in writing that the site is closed. 

OWNER may only terminate this Agreement as follows:

Material Breach by MATRIX.  In the event of a material breach by MATRIX, which termination shall be effective thirty (30) days after MATRIX receives written notice of the alleged breach from OWNER, unless MATRIX remedies the breach within such 30-day period, or MATRIX takes steps to commence remedying the breach in the event such remedy cannot be completed during such 30-day period.  Prior to Activation of Services OWNER may terminate this Agreement prior to the date upon which Services are activated by MATRIX provided that OWNER agrees to reimburse MATRIX for all costs incurred by MATRIX up to the time of termination.  In addition, a 20% re-stocking fee will be charged on the remainder of the equipment ordered.  If non-refundable equipment (i.e. software, or special order items), had been ordered by MATRIX before the OWNER terminates the Contract,  OWNER will be required to reimburse 100% of those costs. 

If OWNER fails to make any payments required under the terms of this Agreement, or otherwise breaches this Agreement, MATRIX may immediately suspend Services to OWNER pending receipt of all amounts owing to MATRIX, or may pursue any remedy available at law. MATRIX reserves the right to cancel Agreement at any time with 30 days written notice.

Payments

**note: if entering a RENTAL AGREEMENT scroll down to Section 2.

MATRIX bills all HSIA Support and Monitoring in advance on a quarterly basis per property. Payments shall be due and payable to MATRIX within 15 days of receipt of invoice to OWNER. A late charge shall accrue equal to 1.5% of the unpaid balance per month.

OWNER’S payment obligation is not contingent on the performance of any third party. OWNER’S failure to make payment in full within 45 days of invoice shall constitute a material breach of this Agreement, and will cause support services to be terminated until account is brought current.  An $88 reinstatement fee will be assessed.

MATRIX shall be entitled to recover all costs and attorney fees incurred to collect any past due amounts owed to MATRIX by OWNER under the terms of this Agreement whether or not MATRIX files a lawsuit for recovery of the same.  This right to recover attorney fees is limited to collection of amounts owing to Matrix and does not apply to any claims that either party has materially breached this Agreement in a manner unrelated to the payment of fees for Services provided under the terms of this Agreement.

Limitations of Liability

Neither MATRIX nor its affiliates, agents, officers, directors, or employees shall be liable to OWNER for indirect, incidental, special or consequential damages of any kind including but not limited to any loss of use, loss of business, loss of profit, or cost of replacement services arising under and in connection with this Agreement, or the performance thereof, from any breach or partial breach of the provisions of this Agreement or arising out of any act or omission by either party, its employees, servants, or agents whether based on breach of warranty or negligence or any other theory of liability.  Total liability of this Agreement cannot exceed contract value. 

Force Majeure

**note: if entering a RENTAL AGREEMENT scroll down to Section 2.

MATRIX shall not be liable for failure to perform its part of the Agreement when such failure is due to fire, flood, strikes or similar labor disturbances, industrial disturbances, war, riot, insurrection and/or other causes beyond its control. Any party hereto shall be excused from performing any obligation or undertaking provided for in this Agreement in the event and/or so long as the performance of such obligation is prevented or delayed, retarded or hindered by act of God, fire, earthquake, flood, explosion, interruption, cessation, termination, action of the elements, war, invasion, insurrection, riot, mob violence, sabotage, inability to procure or general shortage of labor, equipment, facilities, materials or supplies in the open market, failure of transportation, strike, lockout, action of labor unions, condemnation, requisition, law order of government or civil or military or naval authorities, or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control of such party.

Failure of hardware, software, or other service not related to this Agreement is the sole responsibility of the OWNER (unless under a rental agreement). MATRIX may assist from time to time in the remedy of system failure, which will be at a billable Time and Materials rate to the OWNER. OWNER’S exclusive remedy will be in accordance with such third party manufacturer’s warranty.

Notice

All notices, demands, requests and other communications shall be in writing, and shall be deemed received when delivered to the addressee (i) personally, (ii) via facsimile, (iii) via electronic mail, (iv) via certified mail, return receipt requested, postage prepaid, or (v) via overnight mail, when delivered to the other party.  Such notice, demand, request, and other communications shall be deemed to have been received as of the date so delivered or, if mailed, three (3) business days after the date so mailed, or, if sent by overnight courier service, one (1) business day after the date so sent, or, if sent via facsimile or electronic mail, upon confirmation of successful transmission pursuant to a facsimile transaction report, electronic mail receipt confirmation, or such other objective means of confirming successful delivery of the notice.

Warranties and Disclaimers

MATRIX will endeavor to provide Services on a 24X7 basis. MATRIX makes no warranties relating to the Services.    IN NO CIRCUMSTANCES WILL MATRIX BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES. INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM DELAY, LOSS OF DATA, PROFITS OR GOODWILL. 

Assignment and Delegation

OWNER may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of MATRIX.  In the event that OWNER sells the facility for which the Services are being provided by MATRIX under the terms of this Agreement, OWNER shall remain liable for all of OWNER’S financial obligations owing to MATRIX throughout the remainder of the Initial Term of the Agreement, or any extensions thereto, unless MATRIX has consented to assignment of this Agreement to any new OWNER of the facility wherein the new OWNER shall be obligated to assume all obligations of OWNER under the terms of this Agreement.

Service Supplied Under this Agreement

All prices are in US Dollars. Federal, State, and local taxes, along with shipping and handling costs are the responsibility of the OWNER and are not included in the prices below.

1. Help Desk Support – 24 X 7 Toll Free Technical Support for Guests and Staff.
2. System Monitoring – Internet Connection to property is monitored for uptime and availability.
3. Bandwidth Shaping – Limit the amount of bandwidth used per guest so each guest gets a fair share of the internet circuit.

Owner Obligations

**note: if entering a RENTAL AGREEMENT scroll down to Section 2.

In the event OWNER does not meet the following obligations, a one-time fee, adjustment of contract rates, and/or termination of contract may result.

1. Maintain wireless network in fully operational condition to include but not be limited to the replacement of defective equipment within 30-day notice of equipment failure, purchase an increase of license capacity, purchase additional hardware as necessary to support the number of guests and/or devices accessing the network.  Equipment must be installed by MATRIX or its agents or a mutually agreed upon installer hired by the property itself.  Equipment must be able to be monitored by MATRIX.
2. Make a reasonable effort to assist with network maintenance to include but not be limited to reboot of equipment upon request within 4 hours of request and/or purchase equipment through MATRIX that enables MATRIX to remotely reboot the majority of equipment in the event of a hardware issue.
3. Maintain full responsibility for staff network and endpoints even if said network is connected behind MATRIX equipment unless MATRIX has been contracted for this maintenance under a separate Agreement.
4. Maintain a usage policy for users on network consistent with MATRIX policies to minimize internet abuse and the possibility of ISP blacklisting.
5. Provide MATRIX at least 72-hour notice of planned changes to network prior to changes being made including carrier changes, equipment changes, etc. and provide accurate information regarding modifications to include but not be limited to IP address, Circuit Identification, ISP carrier and repair information, bandwidth carrier account number, bandwidth modem/router equipment, site photos, etc..  Further agree to a maintenance window as scheduled by MATRIX in the event of modifications.

Ensure that OWNER staff is trained to provide direction to end-users detailing how to sign on to the Guest Network.

Section 2: Hospitality Services Under Rental Agreement

Definitions

1. Network. Interconnected hardware components interconnected to enable data and bandwidth resource sharing.
2. Endpoint. End-user hardware, computers or devices that attach to the network.
3. Access Point. A device that allows end points that are wireless enabled to connect to a wired network enabling the relay of data between the wireless end point and resources connected to the wired network.
4. Gateway.  A device that allows or controls access to the network
5. Staff Network.  Elements of the Network including endpoints, primarily used by RENTER.  Usually wired and connected to the internet through a switch or network hardware and usually segmented off from the Guest Network.  MATRIX does not manage any element of Staff Network(s) under this Agreement. 

1. Guest Network.  Elements of the Network, usually enabling wireless access, which MATRIX manages and are usually segmented off from the Staff Network.

Term and Termination

The initial term of this Agreement is for 36, 48 or 60 Months, commencing on STARTING DATE(the “Initial Term”).  At the expiration of the Initial Term, this Agreement shall automatically renew for 12 months (the “Renewal Term”) at existing rates retaining existing equipment unless A) RENTER chooses to upgrade to new equipment at which time a new Agreement will be executed or B) the RENTER provides written notice to MATRIX at least 60 days prior to the end of the Initial Term or the then-current Renewal Term that RENTER has elected not to renew the Agreement. If the Agreement is not renewed at the end of the term, RENTER must return equipment to MATRIX in a timely manner at RENTER expense. MATRIX retains all claim and ownership on the equipment listed in the Description of Equipment under the Pre-Fund Agreement. If the RENTER chooses to initiate a new Agreement with MATRIX at the end of the current Agreement and the new Agreement includes new equipment, the equipment from the existing Agreement as listed in the Description of Equipment in the Pre-Fund Agreement will be returned to MATRIX and MATRIX will retain all claim and ownership on the equipment listed.

Neither the Initial Term nor any Renewal Term shall  be shortened by any change in site ownership or management, nor by renovations, repairs, additions, or other changes to the site.  Notwithstanding the foregoing, this Agreement shall automatically terminate 90 days after MATRIX has been notified in writing that the site is closed. 

RENTER may only terminate this Agreement as follows:

Payments

Payments must be received in accordance with the Pre-Fund Agreement. RENTER’s payment obligation is not contingent on the performance of any third party. RENTER’s failure to make payment in accordance with the terms in the Pre-Fund Agreement shall constitute a material breach of this Agreement and will cause support services to be terminated until account is brought current. A reinstatement fee of $92.00 will be assessed.

Force Majeure 

MATRIX shall not be liable for failure to perform its part of the Agreement when such failure is due to fire, flood, strikes or similar labor disturbances, industrial disturbances, war, riot, insurrection and/or other causes beyond its control. Any party hereto shall be excused from performing any obligation or undertaking provided for in this Agreement in the event and/or so long as the performance of such obligation is prevented or delayed, retarded or hindered by act of God, fire, earthquake, flood, explosion, interruption, cessation, termination, action of the elements, war, invasion, insurrection, riot, mob violence, sabotage, inability to procure or general shortage of labor, equipment, facilities, materials or supplies in the open market, failure of transportation, strike, lockout, action of labor unions, condemnation, requisition, law order of government or civil or military or naval authorities, or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control of such party.

Failure of hardware, software, or other service not related to this Agreement is the sole responsibility of the RENTER. MATRIX may assist from time to time in the remedy of system failure, which will be at a billable Time and Materials rate to the RENTER. RENTER’S exclusive remedy will be in accordance with such third party manufacturer’s warranty.

RENTER Obligations

In the event RENTER does not meet the following obligations, a one-time fee may result.

1. Make a reasonable effort to assist with network maintenance to include but not be limited to reboot of equipment upon request within 4 hours of request in the event of a hardware issue.
2. Maintain full responsibility for staff network and endpoints even if said network is connected behind MATRIX equipment unless MATRIX has been contracted for this maintenance under a separate Agreement.
3. Maintain a usage policy for users on network consistent with MATRIX policies to minimize internet abuse and the possibility of ISP blacklisting.
4. Provide MATRIX at least 72-hour notice of planned changes to network prior to changes being made including carrier changes, equipment changes, etc. and provide accurate information regarding modifications to include but not be limited to IP address, Circuit Identification, ISP carrier and repair information, bandwidth carrier account number, bandwidth modem/router equipment, site photos, etc..  Further agree to a maintenance window as scheduled by MATRIX in the event of modifications.
5. Ensure that RENTER staff is trained to provide direction to end-users detailing how to sign on to the Guest Network.