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GlobalPOPs is a carrier class provider of wholesale dialup and managed modem solutions. Our network helps resellers and service providers meet their customers' demands by providing competitive pricing, redundancy and the nation's largest footprint in the industry.

Colocation Terms of Service


The following terms and conditions apply to, control and govern the use of the GlobalPOPs, Inc., (“GP”) Colocation Services as described herein and these Terms of Service (“TOS”) constitute an agreement (“Agreement”) between GP and the user of such services (“Customer”).  By using the service, Customer acknowledges that it has read, understands and agrees to be bound by the terms and conditions in this Agreement.

1.         Service.           To order the services described hereunder, Customer shall complete and submit an applicable GP service order form (“Service Order”).  Upon GP’ acceptance of the Service Order, as evidence by written notice to customer,  GP shall provide the following Services pursuant and subject to the terms and conditions herein: 

(a)        Colocation.  GP shall provide Customer unmanned, inaccessible, dedicated space (“Colocation Facility”) as further described in the applicable Service Order, at a facility that GP owns, licenses or leases.  The Colocation Facility shall only be used for installing electronic equipment to permit Customer to receive and deliver communication traffic to and from GP’ network and Customer’s network, to other carrier’s networks, or to other equipment.  Rates for Customer’s use of the Colocation Facility shall be set forth in the Service Order.

(b).       Installation.  GP, or such contractor or representative as GP may choose, shall install the equipment permitted in Section 2 herein that Customer desires to place in the Colocation Facility (“Installation Services”).  Customer shall pay the Installation Fee set forth in the Service Order for such Installation Services.  Other costs and fees for such Installation Services shall be determined on a case by case, and shall be dependent on location and complexity of the installation.  Customer understands and agrees that, in addition to amounts contained in the Service Order, GP  may pass through to Customer any amounts assessed by regulatory agencies, taxing authorities, or otherwise billed to GP by its underlying third part licensors or the owner of the facility.  All installation requests must conform to any and all standards, procedures and policies that are relative to the individual Colocation Facility.

  (c)      On-Site Assistance.  GP or such contractor or representative as GP may choose shall provide, upon request, maintenance, emergency and general on-site assistance services (“On-Site Services”). On-Site Services shall be performed on a per man-hour basis at the then current rates established by GP on a case by case, and dependent on location and complexity of the services.  Customer understands and agrees that, in addition to amounts contained in any applicable Service Order, GP  may pass through to Customer any amounts assessed by regulatory agencies, taxing authorities, or otherwise billed to GP by its underlying third part licensors or the owner of the facility.  On-Sight Services shall be scheduled and performed, depending on availability.  If Customer requires GP to perform emergency services, it shall contact GP’ Network Operations Center (“NOC”) at (800) 732-2019.  If emergency services are required to be performed on a business day between the hours of 8:00 a.m. and 5:00 p.m., the work shall be limited to work that is necessary to alleviate the emergency, and all other work will be performed in accordance with this above guidelines.

The aforementioned shall collectively be referred to herein as the “Services”.  Specific details of the Service will be set forth the applicable Service Order.  Installation and On-Site services may be performed by GP employees or such representatives or contractors as GP may choose, in its sole discretion. If applicable, the Customer shall furnish diagrams or schematics to assist GP technicians to provide the Service. GP reserves the right to refuse any Service Order for any reason or no reason and/or refuse to undertake any activities that are, in GP’ sole discretion, either too complex or beyond the competencies of GP’ employees or GP’ contractors.  All rights hereunder are and, at all times, shall be subordinate to the rights of the any third party licensor, landlord or owner of the Colocation Facility or any equipment provided by GP, and the same may, at any time, terminate GP’ access or use of the Colocation Facilities and/or equipment, in which case this Agreement shall immediately terminate without GP or such third party incurring any liability hereunder or otherwise.

2.         Equipment.  The equipment that may be placed and installed in the Colocation Facility shall be strictly limited to equipment that is owned, licensed, or leased by Customer or GP, and which is being used by Customer or by GP to permit Customer to receive and deliver communication traffic to and from GP’ network and Customer’s network, to other carrier’s networks, or to other equipment.  Under no circumstances shall Customer provide GP any equipment and/or property that is owed, licensed, or leased by a third party.  GP shall not install any of Customer’s equipment in the Colocation Facility (including power-generating or power-storage equipment, cabling and other ancillary equipment) unless such equipment is specifically listed on the Service Order.  Customer may only amend such list upon GP prior written approval.  All costs associated with the purchase or lease of the equipment to be placed and installed at the Colocation Facility, as well as the delivery of such equipment to the Colocation Facility, (whether such equipment is provided by GP or a third party) shall be the sole responsibility of Customer.  Customer’s equipment is subject to the inspection and approval by GP. 

3.         Access.  Only GP Employees, its contractors and representative, and any third party landlord, licensor, or owner of the Colocation Facility shall have access to the Colocation Facility, and at no time shall Customer have access to the same. 

4.         Security and Policies.  Customer’s use of the Colocation Space shall be subject to the policies, procedures, and security requirements of GP and those imposed on GP in third party agreements, as well as all federal, state and local laws, ordinances and regulations. If Customer violates or fails to comply with said policies, procedures, laws, regulations, ordinances or security requirements, and such violation or failure to comply poses a threat of harm to, or destruction of, GP’ property, the Colocation Facility, or the property of other customers, third party licensors, landlords, or other third parties, GP shall have the right to immediately take any steps reasonably necessary to remove such threat, including, but not limited to, disconnecting or removing Customer’s equipment or systems. 

5.  Warranties.           THE COLOCATION FACILITY, INSTALLATION SERVICES, ON-SITE SERVICES, ALL EQUIPMENT PROVIDED BY GP, AND ANY OTHER COMPONENTS OF THE SERVICE ARE OFFERED AND PROVIDED "AS IS" AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY FOUND IN THIS AGREEMENT.  GP AND THE THIRD PARTY LICESORS, LANDLORDS, OWNERS OF THE COLOCATION FACILITY AND/OR EQUIPMENT, VENDORS, CONTRACTORS, AND ANY THIRD PARTY WHO FURNISHES SERVICES TO GP OR ENABLES GP TO FURNISH SERVICE TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, MAKES NO WARRANTIES OF ANY KIND REGARDING THE COLOCATION FACILITY, THE SERVICE PROVIDED HEREUNDER, SOFTWARE PROVIDED HEREUNDER, OR EQUIPMENT PROVIDED HEREUNDER, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY OF DATA, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT THE SERVICE OR COLOCATION FACILITY WILL MEET CUSTOMER’S REQUIREMENTS, ANY WARRANTY AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE SERVICES OR THE COLOCATION FACILITY, AND/OR AGAINST INFRINGEMENT OF ANY NATURE. GP DOES NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON BEHALF OF GP OR ANY THIRD PARTY MENTIONED HEREIN.  ANY AND ALL STATEMENTS AND/OR DESCRIPTIONS CONCERNING THE SERVICE, COLOCATION FACILITY OR EQUIPMENT, IF ANY, BY GP OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR INSTALLERS ARE INFORMATIONAL ONLY AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND AND CUSTOMER SHOULD NOT RELY ON ANY SUCH STATEMENT OR DESCRIPTIONS. 

6.         Indemnification.        IN ADDITION TO OTHER INDEMNIFICATION PROVISIONS HEREIN, CUSTOMER AGREES TO INDEMNIFY AND HOLD GP, ANY THIRD PARTY LICENSORS, LANDLORDS, AND OWNERS OF THE COLOCATION FACILITY AND/OR EQUIPMENT PROVIDED TO CUSTOMER HEREUNDER, AND ANY THIRD PARTY WHO FURNISHES SERVICES TO GP OR ENABLES GP TO FURNISH SERVICE TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, AND THE PARENT COMPANIES, AFFILIATES, SISTER COMPANIES, EMPLOYEES, DIRECTORS, OFFICERS AND SHAREHOLDERS OF THE SAME,  HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, JUDGMENTS, DAMAGES AND EXPENSES, INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND COSTS OF LITIGATION, INCURRED OR SUFFERED BY SUCH PARTY RELATING TO CUSTOMER’S ACTS OR OMISSIONS, CONSUMPTION OF THE SERVICES AND USE OF THE COLOCATION FACILITY, AND/OR BREACH OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIMS ASSERTED BY ANY THIRD PARTY. GP SHALL PROMPTLY NOTIFY CUSTOMER IN WRITING OF ANY CLAIM FOR WHICH IT IS OBLIGATED UNDER THIS INDEMNITY AND FOR WHICH GP MAY SEEK INDEMNIFICATION.

7.         Limitation of Liability.          CUSTOMER ACKNOWLEDGES THAT GP IS PROVIDING UNMANNED, UNMONITORED SPACE.  NEITHER GP NOR ITS AFFILIATES, SISTER COMPANIES, PARENT COMPANIES, AND THE EMPLOYEES, OWNERS, OFFICERS, DIRECTORS, AND AGENTS OF THE SAME, SHALL BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ORGANIZATION FOR LOST DATA, LOST TIME OR OTHER SYSTEM RELATED DAMAGES, DAMAGE OR LOSS OF PROPERTY OR EQUIPMENT, COST OF CAPITAL, OR ANY LOSS OR DAMAGE PERTAINING IN ANY WAY TO THE SERVICES PROVIDED BY GP HEREUNDER OR FOR CUSTOMER’S USE OF THE COLOCATION FACILITY. IN NO EVENT SHALL GP, AND ITS AFFILIATES, SISTER COMPANIES, PARENT COMPANIES, AND THE EMPLOYEES, OWNERS, OFFICERS, DIRECTORS, AND AGENTS OF THE SAME, BE RESPONSIBLE FOR ANY LIABILITIES ARISING OUT OF: (I) THE FAULT OF FACILITIES OR EQUIPMENT OF A THIRD PARTY, OR CUSTOMER; (II) ANY ACT OR OMISSION OF A THIRD PARTY OR CUSTOMER; (III)  ANY SERVICES PROVIDED BY CUSTOMER; (IV) UNAUTHORIZED ACCESS TO THE COLOCATION FACILITY OR CUSTOMERS EQUIPMENT; (V) UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, CUSTOMER'S DATA FILES, PROGRAMS, EQUIPMENT OR ANY PROPERTY OF CUSTOMER OR THIRD PARTY THROUGH ACCIDENT, ILLEGAL OR FRAUDULENT MEANS, THROUGH EQUIPMENT FAILURE, OR BY WAY OF ANY OTHER MEANS. GP’S SOLE LIABILITY HEREUNDER SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY CUSTOMER, WHICH WILL NOT EXCEED SIX MONTHS’ AVERAGE COLOCATION FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS (OR SUCH NUMBER OF MONTHS FOLLOWING THE EXECUTION OF THIS AGREEMENT IF LESS THAN TWELVE) PRECEDING THE MONTH IN WHICH THE DAMAGE OR INJURY IS ALLEGED TO HAVE OCCURRED.  NO THIRD PARTY LICENSOR, LANDLORD, OWNER OF THE COLATION FACILITY OR EQUIPMENT PROVIDED HEREUNDER, OR ANY THIRD PARTY WHO FURNISHES SERVICES TO GP OR ENABLES GP TO FURNISH SERVICE TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, AND ANY PARENT COMPANY, AFFILIATE, SISTER COMPANY, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS OF THE SAME, SHALL BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY OF ANY NATURE INCURRED BY CUSTOMER AND/OR ANY THIRD PARTY RESULTING FROM THE SERVICE PROVIDED HEREUNDER,  OR CUSTOMER’S USE OF THE COLOCATION SPACE. CUSTOMER MAY, AT ITS OWN EXPENSE, CARRY INSURANCE WHICH PROVIDES THE NECESSARY PROTECTION AGAINST LOSS OR DAMAGE.  ANY SUCH INSURANCE WILL WAIVE SUBROGATION AGAINST GP AND THE AFOREMENTIONED THIRD PARTIES AND THE PARENT COMPANIES, AFFILIATES, SISTER COMPANIES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS OF THE SAME.

NO CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF A LEGAL PROCEEDING MAY BE ASSERTED BY EITHER PARTY AGAINST THE OTHER. 

IN THE EVENT A JURISDICTION IN WHICH A CLAIM IS BROUGHT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH LIABILITIES AND WARRANTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, BUT ONLY IN SUCH JUSIRDICTION.

8.         Insurance.  Customer, at its own expense, will obtain and maintain in full force and effect, without interruption during the Term of this Agreement,        Commercial General Liability insurance covering the legal liability (including liability assumed contractually, whether incidental or not) for claims for personal injuries (including death) and property damage arising out of Customer’s use of the Colocation Facility, in an amount no less than $2,000,000.00 combined single limit for any one occurrence.  In addition, Customer will obtain and maintain during the term of this Agreement Umbrella Liability Insurance with a combined single limit for bodily injury and/or personal injury (including death) and property damage of $4,000,000.00 for each occurrence, in excess of the Commercial General Liability insurance coverage.  Customer shall require their insurers to waive and relinquish any right of subrogation against GP and the third party licensors, landlords and other third parties who furnish services to GP or enables GP to furnish service to customer in connection with this Agreement, and any parent company, affiliate, sister company, shareholders, directors, officers, employees or agents of the same.  Customer shall notify GP thirty (30) days prior to the effective date of any cancellation or material change in any of the required policies.  Insurance will be placed with insurers with the best rating available.  If requested in writing by GP, Customer will submit to GP Certificates of Insurance evidencing the coverage prescribed by this Section and certifying that such policies have been endorsed as required by this Section.  The provisions requiring Customer to carry insurance shall not be construed as waiving, restricting, or limiting any liability imposed upon Customer under this Agreement, whether or not the same is covered by insurance.  It is the intent of the Parties, however, that to the extent there is in force insurance coverage available to cover the legal and contractually assumed liability of the Customer, any payments due as a result of such liability shall be made first from the proceeds of such policies to the extent of the coverage limits.

9.  Term/Termination.          This Agreement shall become effective on the date the applicable Service Order is accepted in writing by GP.  This Agreement and any Services provided hereunder may be terminated at any time by either party, without further liability, upon written notice to the other, provided, however, that Customer shall pay all charges and fees that have accrued as a result of Customer’s use of the Service up to the date of termination, as well as any costs for GP returning Customer’s equipment.  Upon termination of this Agreement, GP shall return FOB, at the cost of Customer, all equipment in the Colocation which is owned by Customer; provided that Customer has paid for all charges that have accrued up the date of termination.  In the event said accrued fees have not been paid by Customer, GP may retain all equipment and information thereon.

10.  Modification of Terms.  GP shall have the right, in its sole discretion, to modify the terms of this Agreement and to change or discontinue any aspect or feature of the Service. Notice of such changes shall be sent to Customer via email, at the email address provided by Customer ordering the Service.  Such changes shall be effective immediately upon said notice.  In addition to providing the above mentioned notice, GP shall publish the modified Terms of Service at http://www.globalpops.com/dial/colo_terms-of-service.html.   Customer agrees to review the Terms of Service periodically to be aware of any and all modifications. Customer’s use of the Service after notice of any such changes shall constitute Customer’s conclusive acceptance of any and all such changes. 

 

11.  Charges and Payments. 

(a)  Billing and Payment of Charges.   Customer shall pay for its use of the Service in accordance with GP’ then current billing procedures, as the same may change from time to time in the sole discretion of GP.  GP shall bill Customer on monthly basis.  Customer shall provide GP credit card account information reasonably requested by GP, and Customer hereby authorizes GP, or any third party designated by GP, to charge said credit card account pursuant to GP’ then current billing processes and procedures, in the amounts reflective of Customer’s use of the Service, in accordance with this Agreement and the Service Order, plus any taxes, fees or other charges described herein.  Customer shall be responsible for accurately providing GP with Customer’s valid payment information and maintaining and updating the same at all times. Customer shall ensure that all amounts billed to Customer by GP are available each time GP attempts to charge the credit card account designated for such purpose. The authority granted hereunder shall remain in full force and effect until Customer provides 30 days written notice to GP of Customer’s termination of thereof, or until such time beyond said 30 days as it is reasonably necessary for GP to collect all charges that have accrued as a result of Customer’s Consumption of the Services.  Customer hereby waives any and all claims, actions or suites against GP, or such designated third party, and the parent companies, affiliates and subsidiaries, employees, officers, directors and shareholder of the same, and releases the same from any errors, omissions, and/or liabilities that may arise due to the processing of a aforementioned charge.

(b)  Failure to Pay.  GP may terminate the Services and this Agreement, without further liability, if Customer does not make payments for current or prior bills by the required due date.

(c)  Late Payment Charge.  GP may add interest charges to any past-due amounts at a rate equal to the lesser of 2.5% per month or the maximum rate allowed by law, prorated for each day payment is past due.  Acceptance of late or partial payments (even if marked “Paid in Full” or with other restrictions) shall not waive any of the rights of GP to collect the full amount of charges for Customer’s consumption of the Service.  Customer agrees to reimburse GP for reasonable attorneys’ fees and any other costs associated with collecting delinquent or dishonored payments.

(d)  Taxes and Fees.  Customer is responsible for, and must pay, any applicable federal, state, local, or other governmental sales, use, excise, public utility, or other taxes, regulatory fees, and charges now in force or enacted in the future or additional costs imposed that arise from or as a result of the Customer’s consumption of the Service.    Said amounts are in addition to payment for the Service and will be billed to Customer.  If Customer is exempt from payment of such charges, Customer must provide documentation satisfactory to GP that Customer is exempt.  Tax exemption will only apply from and after the date GP receives this documentation.  Customer shall indemnify, defend and hold harmless GP from all damages, losses, claims or judgments arising out of any exemption claimed by Customer, including, without limitation, any liens, attachments, fines, interest penalties or reasonable attorney’s fees.

(e)  Additional Charges.  Customer shall pay additional charges in those circumstances in which extraordinary costs and expenses are generated by Customer and reasonably incurred by GP beyond those normally associated with the Services, including but not limited to: (i) reinstallation charges following any suspension of Service resulting from the a breach; (ii) costs associated the installation of additional equipment or associated with additional connection requests; (iii) costs associated with GP’ employees, agents or  third parties compliance with criminal, quasi criminal or civil  subpoenas, court orders, and/or the like, that relate to Customer’s use the Service.

(f)  Billing Disputes.  If Customer wishes to dispute any charges billed to it pursuant to this Agreement, Customer must notify GP within thirty (30) days after receiving the invoice containing such disputed amounts, or such dispute will be deemed waived.  Notification of a billing dispute does not provide Customer with any relief of obligation to pay the undisputed portion of Customer’s invoice.  In the event of a billing dispute, the Parties will work together to come to a resolution; provided that if a resolution is not reached within 30 days from notice of such dispute, the parties may take any remedial or legal actions provided to them herein. 

12.       Dispute Resolution.  IT IS IMPORTANT THAT CUSTOMER READS THIS ENTIRE SECTION CAREFULLY.  THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY OR THROUGH A CLASS ACTION. Any dispute or claim between Customer and GP arising out of or relating in any way to the Service or the Equipment provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.  The arbitrator’s decision shall be final and binding.  In conducting the arbitration and making any award, the arbitrator shall be bound by and strictly enforce the terms of this Agreement and may not limit, expand, or otherwise modify its terms.  Without limiting the foregoing, the parties agree that no arbitrator has the authority to award relief in excess of what this Agreement provides. NO DISPUTE MAY BE JOINED WITH ANOTHER LAWSUIT, OR IN AN ARBITRATION WITH A DISPUTE OF ANY OTHER PERSON, OR RESOLVED ON A CLASS-WIDE BASIS.  THE ARBITRATOR MAY NOT AWARD DAMAGES THAT ARE BARRED BY THIS AGREEMENT, INCLUDING PUNITIVE OR EXEMPLARY DAMAGES.  CUSTOMER WAIVES ANY CLAIMS FOR AN AWARD OF DAMAGES THAT ARE EXCLUDED UNDER THIS AGREEMENT. The arbitration shall be conducted in English in Allegheny County, Pennsylvania and judgment on the arbitration award may be entered into in any court having jurisdiction thereof.  Either Customer or GP may seek any interim or preliminary relief from a court of competent jurisdiction in Allegheny County, Pennsylvania necessary to protect the rights or property of Customer or pending the completion of arbitration.

CUSTOMER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.

13.       Miscellaneous

(a)  General Provisions.   This Agreement, and all other aspects of the use of the Service and the Website, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law rules.  This governing law provision applies no matter the location of the Customer or where Customer uses or pays for Service.  These Terms of Service and any documents incorporated herein constitute the entire Agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, statements, or proposals concerning the Service, including representations, whether written or oral.  No written or oral statement, advertisement, or service description not expressly contained in this Agreement will be allowed to amend, contradict, explain, or supplement it unless agreed upon by the Parties in writing.  Neither Customer nor GP is relying on any representations or statements by the other party or any other person or entity that is not included as a Party to this Agreement. 

(b)  Force Majeure.  Neither Party to this Agreement assumes a risk of any event, foreseeable or unforeseeable, and beyond the reasonable control of either Party, that has a material effect upon the agreed exchange contemplated herein.

(c)  Survival.  The provisions of this Agreement that, by their purpose, are intended to survive the termination of this Agreement shall so survive.  Said provisions shall include, but shall not be limited to, those provisions that include indemnification clauses, limitations on liability, warranty limitations, billings, non-disclosure and Customer’s obligations to pay for the Service provided, including any additional usage charges.

(d)  Non-Waiver.  Failure by either Party to insist upon strict performance of any terms or conditions of this Agreement or failure or delay to exercise any rights or remedies provided herein or by law shall not release either Party from any of the obligations of this Agreement, and shall not be deemed a waiver of any right to insist upon strict performance thereof or any rights and remedies herein.

(e)  Severability.  If any term of this Agreement is illegal or unenforceable at law or in equity, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.  Any illegal or unenforceable term shall be deemed to be void and of no force and effect, except to the minimum extent necessary to bring such term within the provisions of applicable law and such term, as so modified, and the balance of this Agreement shall then be fully enforceable. 

(f)  Third Parties.  Notwithstanding anything to the contrary contained herein, no third party shall be considered a party to or beneficiary of this Agreement or have any claim under this Agreement against either Customer or GP, and the affiliates sister companies, parent companies, vendors, independent contractors and service providers of the same.

(h)  Assignment.  Customer may not assign this Agreement without the express written consent of GP, which consent shall not be unreasonably withheld.  No permitted assignment of obligations shall relieve Customer of any liability or obligation hereunder unless otherwise agreed to in writing by both parties.

(i)  Business Relationship.  This Agreement shall not create any agency, employment, joint venture, partnership, representation or fiduciary relationship between the Parties.  Neither party shall have the authority, nor shall any party attempt, to create any obligation on behalf of the other party.