These General Terms and Conditions ("T&Cs") govern the provision of colocation, interconnection, and network transport services (collectively, the "Services") by Xera, Inc. ("Xera") to customers. These T&Cs apply to any Customer who has executed a Quote, Service Order, or legacy Service Agreement that incorporates these T&Cs by reference.
Xera reserves the right to review the creditworthiness of Customer prior to the provisioning of any Services and at any time during the Service Term. Xera may require Customer to remit a security deposit (not to exceed Customer's estimated charges for two months of Service) as a condition to the acceptance of any new Customer Order.
Furthermore, Xera reserves the right to demand an immediate security deposit as a strict condition to the continuation of existing Services if Customer's account becomes delinquent, payment history becomes unsatisfactory, or Customer otherwise poses a credit risk. Deposits will not accrue interest unless required by law. Xera reserves the right to apply any deposit amount to any past-due charges or Termination Fees.
Payment Terms: Billing for any ordered Service shall commence on the date Xera notifies Customer that the applicable Service or space is provisioned and available for use. Payment is due Net 20 days from the invoice date.
Late Fees: Any undisputed amounts not paid when due shall accrue interest at a rate of 1.5% per month, or the maximum rate permitted by applicable law.
Billing Disputes: If Customer disputes a term or amount on an invoice, Customer must submit the dispute in writing within thirty (30) days from the invoice date, otherwise such dispute is permanently waived. Customer must pay the undisputed portion of the invoice by the due date to keep the account in good standing.
In the event Customer is overdue on its payment obligations, or breaches any term of these T&Cs or the AUP, Xera may, upon no less than fifteen (15) days prior written notice, suspend Services until the account is current or the breach is cured.
During any period of suspension, Xera reserves the right to restrict or suspend Customer's access to Xera's Colocation Space or Facilities, including the immediate revocation of facility access badges. Customer remains responsible for all monthly recurring charges (MRC) that accrue during the suspension period.
Xera may terminate Customer's Services and related agreements for cause if Customer fails to cure a non-payment or material breach following the applicable notice period.
If Customer terminates their Services prior to the expiration of the contracted term, or if Xera terminates the Services due to Customer's non-payment or breach, Customer shall immediately owe Xera a Termination Fee. The Termination Fee is calculated as the monthly recurring charge (MRC) multiplied by the remaining number of months in the contract period. The Parties agree that this represents liquidated damages and a reasonable estimate of Xera's anticipated losses, and does not constitute a penalty.
In the event Customer has not removed Customer-owned equipment from Xera's facilities as of the date of termination or expiration of Services, Xera shall provide Customer with fifteen (15) days' written notice to remove the equipment. If the equipment is not removed, Xera may remove the equipment from the space and place it in storage at Customer's expense.
Security Interest: To secure payment of all sums due to Xera, Customer grants Xera a continuing security interest in all Customer equipment located in Xera's facilities. If Customer’s account remains unpaid for thirty (30) days following termination of Services, Xera shall have the absolute right to liquidate, sell, or repurpose the equipment and apply the proceeds to the outstanding balance.
Customer agrees to indemnify, defend, and hold harmless Xera, its affiliates, officers, directors, employees, and agents from any claims, demands, losses, damages, or expenses (including reasonable attorneys' fees) arising out of or related to: (i) Customer’s use of the Services; (ii) damage to property or personal injury caused by Customer or its visitors; or (iii) infringement of any third-party intellectual property rights by Customer's equipment or data.
Except for the specific Service Level Agreements (SLAs) explicitly set forth in an applicable Service Schedule or Customer Order, Xera provides all services, spaces, and facilities on an "AS IS" and "AS AVAILABLE" basis. Xera explicitly disclaims all warranties of any kind, whether express, implied, or statutory.
Xera's total aggregate liability arising out of or related to the provision of Services shall in no event exceed the total amount of fees paid by Customer to Xera for the specific service giving rise to the claim during the twelve (12) months immediately preceding the event causing the liability.
Xera reserves the right to modify, amend, or update these T&Cs at any time. Any changes will be posted on this page with an updated effective date. Continued use of the Services following the posting of updated T&Cs constitutes Customer's acceptance of the modified terms.
These Default Terms and the relationship between the Parties shall be governed by and construed in accordance with the laws of the State of Michigan. Any legal action arising under these Default Terms will be brought exclusively in the federal or state courts located in Oakland County, Michigan.
