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Bigleaf Home Office Service Agreement

This Service Agreement (“Agreement”) is between the company subscribing to the services described in the Services Order referring to this Agreement (“Customer”), and Bigleaf Networks, Inc. (“Bigleaf”). Bigleaf provides Internet optimization and redundancy services for home office use (the “Services”) that optimize internet connectivity over multiple last-mile ISP circuits. Customer must agree to the terms and conditions in this Agreement in order to use the Services. The individual accepting the Services Order and this Agreement on behalf of Customer represents and warrants that he/she has the authority to bind Customer.

1. Payment

Customer will pay Bigleaf the setup & rental fee(s) and the monthly fee(s) (collectively, the “Fees”) described in the Bigleaf Services Order that Customer completes (the “Order”). Those Fees will not change during the Initial Term (defined below). The setup & rental Fees are non-recurring and are payable at the time Customer submits the Order. The monthly Fees are payable monthly in advance, or through an annual upfront payment. All Fees are payable by automated recurring credit card or ACH, or by another method if an officer of Bigleaf expressly agrees in writing. If paying by credit card or EFT, Customer authorizes and instructs Bigleaf to charge the Customer credit card or bank account provided during the registration process. Customer will immediately notify Bigleaf of any change in that account. Following any such change, Customer authorizes and instructs Bigleaf to charge that new, replacement, or updated account. Any sums not paid when due will bear interest at 18% per annum and, in addition, (a) if Customer fails to pay any Fees or other amount owing under this Agreement when due, Bigleaf may suspend the Services and, in addition, if Customer fails to pay any Fee or other amount within fifteen days of its due date, Bigleaf may terminate this Agreement as described in Section 7 below; and (b) Customer will reimburse Bigleaf for all collection agency commissions and attorney fees and costs that Bigleaf incurs in the collection of any Fees or other amounts due and payable by Customer under this Agreement.

2. Taxes

The Fees described in the Order, and on Bigleaf’s website, are exclusive of taxes. Customer will pay all sales, use, value added and similar taxes on the Services and will pay any personal property and similar taxes on the Equipment.

3. Use

Customer represents, warrants and covenants that (a) it intends to use the Services for its internal home office business purposes (and will not resell the Services or provide them to others for a fee); and (b) it will comply with the Bigleaf Acceptable Use Policy (“AUP”) on the Bigleaf website at https://bigleaflegacy.kmdgideas.com/aup. The AUP is subject to change from time to time.

4. Services Expectations

Customer understands and agrees that the home office Services do not come with Bigleaf’s service level agreement and standard technical support that is included with other Bigleaf services. No service level agreement is provided by Bigleaf for the home office Services, and technical support is available during business-hours only.

5. No Other Warranty, Limited Liability

EXCEPT AS DESCRIBED IN THE SLA, THE SERVICES AND EQUIPMENT ARE PROVIDED AS IS, BIGLEAF EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS RELATED TO THE SERVICES AND THE EQUIPMENT, INCLUDING WITHOUT LIMITATION THAT THE SERVICES WILL BE ERROR-FREE, TIMELY, SECURE, OR UNINTERRUPTED. BIGLEAF EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL BIGLEAF, ITS AFFILIATES, OR THEIR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR (A) AN AMOUNT GREATER THAN THE MONTHLY FEE CUSTOMER PAID BIGLEAF FOR THE MONTH IN WHICH THE FIRST EVENT GIVING RISE TO THE CLAIM OCCURS (I.E., NOT MORE THAN ONE MONTH’S MONTHLY FEE), AND (B) ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF USE, OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT, OF OR RELATED IN ANY WAY TO, THIS AGREEMENT OR CUSTOMER’S USE OR INABILITY TO USE THE SERVICES, THE EQUIPMENT, OR ANY OTHER GOODS OR SERVICES PROVIDED BY BIGLEAF, AND THESE EXCLUSIONS WILL APPLY EVEN IF BIGLEAF HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE TYPES OF DAMAGES. THIS ARTICLE 5 APPLIES TO ALL LOSSES AND DAMAGES, WHETHER UNDER CONTRACT, NEGLIGENCE OR ANY OTHER TORT, STRICT LIABLITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CUSTOMER’S REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ONLY AN AUTHORIZED OFFICER OF BIGLEAF CAN AMEND THIS ARTICLE 5, AND THEN ONLY IF THE AMENDMENT IS REFLECTED IN A WRITTEN DOCUMENT THAT HAS BEEN SIGNED BY THAT OFFICER. THE DISCLAIMERS AND LIMITATIONS IN THIS ARTICLE 5 WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON.

6. Equipment

  • a) Bigleaf owns, and except under the circumstances described in 6b. below, will retain title to, any router(s), switches, or other hardware that Bigleaf delivers or otherwise provides to Customer (the “Equipment”), and Customer grants Bigleaf full access to Customer’s Internet circuits so that Bigleaf can connect the Equipment to Bigleaf’s network (including without limitation providing Bigleaf a user name and login information). The rental amount for that Equipment is the setup & rental Fee. Customer authorizes Bigleaf to file with the appropriate governmental entity in the state where Customer is incorporated or organized one or more Uniform Commercial Code Financing Statements reflecting Bigleaf’s ownership of the Equipment.
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  • b) Customer will, at Customer’s expense, promptly return the Equipment to Bigleaf upon the expiration or earlier termination of this Agreement for any reason. If Customer fails to return the Equipment within 30 days of Bigleaf’s instruction, then Customer will be deemed have purchased, and Bigleaf to have sold the Equipment. The sale price will be $499 for each BLR-107 or BLR-108 router, $999 for each BLR-111 or BLR-112 router, and $999 for each High-Availability switch payable upon Customer’s receipt of Bigleaf’s invoice. Notwithstanding the foregoing, Bigleaf IP, as defined below, is not included in any such sale even if such IP is contained within the Equipment, and Bigleaf at all times retains all rights in and to the Bigleaf IP.

7. Term and Termination

This Agreement will be effective beginning on the Requested Delivery and Service Start Date in the Order and will remain in force for the time period specified in the Order (the “Initial Term”). After the Initial Term, this Agreement will automatically renew for successive 1-month periods (each a “Renewal Term” and together with the Initial Term, the “Term”) unless one party notifies the other party at least 10 days before the end of the then current Term that this Agreement will not renew at the end of that Term. In addition, (a) Bigleaf may terminate this Agreement at any time during the Term if Customer fails to pay any Fee within 15 days after its due date; (b) either party may terminate this Agreement if the other party fails to cure any other breach of this Agreement within 15 days of its receipt of written notice describing in reasonable detail the nature of the breach; and (c) Customer may terminate this Agreement for convenience by giving Bigleaf notice of termination within the first 30 days of the Initial Term. If Customer terminates this Agreement for any reason other than as described in subsections (b) or (c) of this Article 7, Customer will pay Bigleaf the Fees that would otherwise be due and owing for the remainder of the Term.

8. Intellectual Property

Bigleaf owns all user manuals and other documentation, and Bigleaf owns or has rights to all other software, firmware, designs, content, trademarks, patents, copyrights, trade secrets and all other intellectual property related to or incorporated in the Services or the Equipment (the “Bigleaf IP”). Furthermore, Bigleaf will be the sole owner of (a) any developments, modifications, improvements or enhancements made by Customer, and (b) any developments, modifications, improvements or enhancements that Bigleaf makes for, or that are requested or suggested by, Customer. Customer will not copy, modify, delete, disclose, or distribute any Bigleaf IP except as contemplated by this Agreement. Customer understands that other than the right to receive the Services as described in this Agreement, Customer does not have any right, title, or interest in or to the Bigleaf IP. Customer assigns to Bigleaf any interest Customer has or may acquire in the Bigleaf IP, and upon Bigleaf’s request, and at Bigleaf’s expense, Customer will execute and deliver to Bigleaf any such assignments and otherwise cooperate with Bigleaf in order to perfect or further evidence those assignments.

9. Confidential Information

The Services and the Equipment contain Bigleaf’s valuable proprietary and confidential information. Customer will not reverse engineer, decompile, gain unauthorized access to, create other works from, or disassemble the Services, the Equipment or any software included in the Services or the Equipment, or otherwise attempt to discover the source code or any other confidential information. If Customer, its employees or its agents breach this Article 9, Bigleaf will have the right to seek injunctive relief in addition to all other legal or equitable remedies. Bigleaf will not be required to post a bond as a condition of receiving an injunction or other relief.

10. Indemnity

Customer will indemnify, defend, and hold harmless Bigleaf, its owners, officers, directors, managers, employees, and agents, against any and all claims, losses, penalties, causes of action, damages, liabilities, costs, and expenses (including but not limited to attorney fees and costs) caused by or resulting directly or indirectly from Customer’s use of the Services. The terms of this Article 10 will survive the expiration or termination of this Agreement.

11. Assignment

Customer may not assign or otherwise transfer this Agreement without Bigleaf’s prior written consent, which Bigleaf may grant or withhold in its sole discretion, but any consent by Bigleaf will not release Customer from its obligations under this Agreement unless the consent signed by an authorized officer of Bigleaf expressly releases Customer from its future obligations under this Agreement. Bigleaf may subcontract any or all of its obligations under this Agreement and may assign this Agreement in whole or in part without notice to or the consent of Customer.

12. Legal Actions

Oregon law will govern the interpretation and enforcement of this Agreement. Customer consents to the jurisdiction of, and venue in, the federal and state courts located in Portland, Oregon, and Customer will not initiate any legal proceeding against Bigleaf in any other place. Each party waives its right to trial by jury.

13. Notice and Communications

Except as expressly stated otherwise in this Agreement, (a) all notices and other communications to Bigleaf required or permitted under this Agreement must be sent to support@bigleaf.net; and (b) all notices and other communications to Customer required or permitted under this Agreement will be sent to the email address for Customer in the Order. Those notices will be deemed given one business day after the email is sent. Bigleaf may also contact Customer for any other reason, including but not limited to offer new products and/or services. That contact will not be deemed to be “unsolicited”.

14. General Terms

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Bigleaf’s failure to enforce any right or provision of this Agreement will not be deemed a waiver of that right or provision.


This Agreement may not be amended except in a writing that has been signed by the party to be bound by that amendment. Only an authorized officer of Bigleaf may amend this Agreement on behalf of Bigleaf.


Read and keep this Agreement with Customer’s business records. By signing the Service Order or clicking the “Accept” button within Bigleaf’s online systems, the individual completing the Order on behalf of Customer acknowledges that he/she is an authorized contract signer for Customer and has received (electronically or otherwise) and read an exact, complete, legible copy of this Agreement and that Customer agrees to its terms.


This Agreement contains the entire and final understanding and agreement of the parties with respect to its subject matter; it supersedes and cancels all prior and contemporaneous oral or written agreements or understandings between the parties with respect to that subject matter.