These Terms of Service (these “Terms of Service”) set forth the general terms and conditions upon which Intenna Systems LLC, a Delaware limited liability company (collectively with its affiliated companies, “Provider”, “we” or “us”), will provide Customer (as such term is hereinafter defined) the Services (as such term is hereinafter defined) and Deliverables (as such term is hereinafter defined) set forth in the Proposal (as such term is hereinafter defined) and any applicable Work Order (as such term is hereinafter defined).
By signing the Proposal or accessing, paying for, using or receiving the benefit of any of the Services and/or Deliverables, Customer agrees to be bound by these Terms of Service. From time to time, Provider may modify these Terms of Service, effective upon posting such modified Terms of Service on Provider’s website located at uniform resource locator https://intennasystems.com/about/intenna-systems-llc-terms-of-service/ (the “Site”). For any Work Orders that were in effect at the time of us implementing such modifications that do not specify a service term length or other minimum service period, Customer’s continued access to or use of the Services and/or Deliverables constitutes Customer’s immediate acceptance of the modified Terms of Service. For any Work Orders that were in effect at the time of us implementing such modifications that specify a service term length or other minimum service period, such modifications to these Terms of Service shall become effective for any renewal period applicable to such Work Orders.
1.Definitions.
a. “Customer” shall mean the person or entity for which the Proposal was prepared, as indicated in the Proposal, or the person or entity which purchases the Services and/or Deliverables from Provider without issuance of a Proposal.
b. “Deliverables” shall mean the products, equipment and other deliverables to be developed and/or provided by or on behalf of Provider as specifically identified in the Proposal and associated Work Order(s), and any products, equipment and/or other deliverables sold by Provider without the issuance of a Proposal or Work Order.
c. “Party” shall mean Provider or Customer, as the context requires.
d. “Proposal” shall mean the Proposal for Distributed Antenna System executed by Customer.
e. “Services” shall mean the services to be provided by or on behalf of Provider as specifically identified in the Proposal and associated Work Order(s).
f. “Work Order” shall mean a written sales order, purchase order, work order, statement of work or other ordering document issued by Customer to Provider that sets forth the Services and/or Deliverables purchased by Customer from Provider in connection with a Proposal.
2. Payment Terms. The fees and terms of payment for Provider performing the Services and/or delivering the Deliverables are set forth in the Proposal and applicable Work Order(s). Provider will invoice Customer for the Services and/or Deliverables upon Provider’s completion of the Services and/or Deliverables, in whole or part, in accordance with the Proposal. Unless otherwise agreed to in a writing signed by Provider, the invoice from Provider will be due and payable by Customer within thirty (30) days of Provider’s delivery of such invoice, and any unpaid sum due to Provider after such thirty (30)-day period will bear interest at a rate equal to the lesser of 5% per month or the maximum interest rate permitted under applicable law. To secure Customer’s obligations under these Terms of Service, the Proposal and the Work Order(s), Customer grants Provider a security interest in the Deliverables and Provider is authorized to file a financing statement in respect of such security interest. If Provider is not timely paid in accordance with this Section 2, Provider will have a claim against Customer and the owner of the premises at which the Services and/or Deliverables are furnished, if other than the Customer, which may be enforced against the applicable property in accordance with the applicable lien laws. Provider has the right to change the fees and costs for the Services and/or Deliverables at any time upon thirty (30) days advance written notice to Customer.
3. Term and Termination.
a. Each Work Order shall begin on the effective date indicated in such Work Order and continue for the initial term specified in such Work Order (“Initial Work Order Term”). With respect to Network Monitoring and Maintenance services and Rapid Replacement Spares Depot services provided by Provider (as specified in the Proposal and/or associated Work Order(s)), at the conclusion of the Initial Work Order Term indicated in the applicable Work Order(s), each such Work Order shall automatically renew for additional periods equivalent to the Initial Work Order Term (each, a “Renewal Work Order Term” and together with the Initial Work Order Term, collectively, the “Work Order Term”), unless written notice of termination is given at least ninety (90) days prior to the expiration of the Initial Work Order Term or the then-current Renewal Work Order Term, as applicable.
b. In the event that either Party is in material breach of the terms of these Terms of Service, the Proposal or any associated Work Order(s), the non-breaching Party may terminate the Proposal and the applicable Work Order(s) on thirty (30) days prior written notice; provided, however, that the Proposal and the applicable Work Order(s) shall not be terminated as provided for herein in the event that the breaching Party cures the breach to the reasonable satisfaction of the non-breaching Party within such thirty (30)-day period or takes material steps reasonably satisfactory to the non-breaching Party to do so within such thirty (30)-day period. Furthermore, Provider may terminate the Proposal and any Work Order immediately by delivering written notice to Customer upon the occurrence of any of the following events: (i) Customer’s breach of its payment obligations under these Terms of Service, the Proposal and/or any Work Order; (ii) a receiver is appointed for Customer or its property; (iii) Customer makes a general assignment for the benefit of its creditors; (iv) Customer commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (v) Customer becomes insolvent or is liquidating, dissolving or ceasing business operations.
c. Provider may terminate the Proposal and any Work Order(s) for any reason (or no reason at all) upon thirty (30) days written notice to Customer, provided that if Provider terminates the Proposal or Work Order in accordance with this Section 3.c, Customer shall not be required to pay any future fees attributable to the remainder of the applicable Work Order Term after the effective date of such termination.
d. For the avoidance of doubt, in the event of any termination pursuant to this Section 3, Customer will be responsible for paying Provider any amounts owed under the terminated Proposal and/or Work Order for Services performed and/or Deliverables delivered by Provider through the effective date of the termination. Furthermore, in the event Provider terminates the Proposal and/or any applicable Work Order pursuant to and in accordance with Section 3.b, Customer will be responsible for paying to Provider, within ten (10) days after the date of such termination, a termination fee equal to one hundred percent (100%) of (i) all fees, costs, expenses and other amount that would have been payable to Provider under the Proposal and/or applicable Work Order(s) from the effective date of such termination through the end of the then-current Work Order Term had the early termination not occurred plus (ii) all fees, costs, expenses and other amounts that are incurred or payable (or to be incurred or payable) by Provider in connection with such termination. The early termination fee is in addition to (and does not replace) any past-due amounts accrued prior to a termination. Customer and Provider acknowledge that the actual damages to Provider from early termination would be difficult to ascertain and that any such termination fee is liquidated damages (not a penalty) and a reasonable estimate of anticipated damages to Provider from early termination.
e. Notwithstanding anything to the contrary contained in these Terms of Service, the Proposal or any Work Order(s), all rights and obligations that accrued prior to termination of the Services or expiration of the applicable Work Order Term or that by their nature are intended to survive the termination of the Services or expiration of the applicable Work Order Term, shall survive expiration or termination in accordance with their respective terms, including, without limitation, the provisions of Sections 1, 2, 3.d, the last sentence of 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15.
4. Access; Updates. Customer shall provide Provider and its representatives, agents and subcontractors all access necessary for Provider to furnish the Services and Deliverables. Provider is authorized to access the premises at which the Services and/or Deliverables are to be furnished and make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in Provider’ sole discretion to provide the Services and/or for the installation, maintenance, monitoring, service, replacement and removal of the Deliverables, and Provider shall not be responsible for any condition created in connection therewith. Customer shall notify Provider in writing of any undisclosed, concealed or hidden conditions (including, without limitation, the presence of suspected asbestos or other hazardous material) in any area where installation of the Deliverables is planned or where the Services are to be performed (each, a “Hazardous Condition”), and it shall be Customer’s sole obligation to remove such conditions from the premises. If Provider encounters what it reasonably believes to be Hazardous Condition, Provider shall immediately stop work and notify Customer. Any affected Services and/or Deliverables shall not thereafter be resumed until Customer has repaired the Hazardous Condition. Provider shall not be responsible for the discovery, detection or remediation of (a) any Hazardous Condition or (b) any structural or latent defects or other defects in design or construction of a facility or manufacturing defects in products, equipment or other deliverables at any premises, whether pre-existing or arising during the performance of the Services. Under no circumstances shall Provider be liable to Customer for any such conditions or damage caused thereby.
5. Representations and Warranties; Disclaimers. Each Party represents and warrants to the other Party that, subject to Section 13 of these Terms of Service, these Terms of Service, the Proposal and the applicable Work Order(s) constitute valid and legally binding obligations of such Party, enforceable against such Party in accordance with their respective terms. Customer represents and warrants to Provider that Customer and the owner of the premises, if other than the Customer, authorize Provider’s (and its representatives’, agents’ and subcontractors’) access to the premises, the provision of the Services and the installation, maintenance, monitoring, service, replacement and removal of the Deliverables. EXCEPT AS EXPRESSLY PROVIDED UNDER THESE TERMS OF SERVICE AND THE PROPOSAL, THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” BASIS, AND NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SERVICES AND/OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, PROVIDER DOES NOT PROVIDE ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED USING THE DELIVERABLES AND/OR SERVICES. PROVIDER SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAYS, INTERRUPTIONS, SERVICE FAILURES AND ANY OTHER ISSUES ARISING FROM CUSTOMER’S USE OF THE DELIVERABLES AND/OR SERVICES, THE INTERNET, ELECTRONIC COMMUNICATIONS OR ANY THIRD PARTY EQUIPMENT. CERTAIN PRODUCTS AND EQUIPMENT UTILIZED BY PROVIDER IN CONNECTION WITH THE SERVICES AND/OR DELIVERABLES MAY BE SUBJECT TO AN END-USER WARRANTY BY A THIRD PARTY, WHICH MAY BE (BUT ARE NOT GUARANTEED TO BE) PASSED THROUGH BY PROVIDER TO YOU, SUBJECT TO YOU FOLLOWING AND COMPLYING WITH ALL CONDITIONS AND PROCEDURES APPLICABLE TO SUCH THIRD PARTY END-USER WARRANTY. FOR THE AVOIDANCE OF DOUBT, PROVIDER PROVIDES ALL THIRD PARTY PRODUCTS AND EQUIPMENT ON AN “AS IS’ BASIS WITHOUT WARRANTIES OF ANY KIND, AND CUSTOMER SHALL LOOK SOLELY TO SUCH THIRD PARTY FOR WARRANTY CLAIMS.
6. Risk of Loss. Regardless of the party paying freight charges, all risk of loss of or damage to any Deliverables shall be borne by Customer commencing with the placement of the Deliverables in the custody of a common carrier.
7. Indemnification. Customer hereby agrees to defend, indemnify and hold harmless Provider and its affiliates, and Provider’s and its affiliates’ respective officers, directors, managers, owners, employees, representatives, agents, subcontractors, successors and assigns (each, an “Indemnified Party”), from and against all claims, demands, actions, causes of action, lawsuits, damages, liabilities, losses, settlement payments, judgments, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorneys’ fees) incurred by or asserted against any Indemnified Party (each, a “Claim”) arising from, in connection with or relating to (a) Customer’s acts or omissions, (b) Customer’s use, or any other person’s or entity’s use, of the Services or Deliverables; provided, that such indemnification obligations will not extend to any Claim that is directly caused by Provider’s gross negligence, willful misconduct or fraud and/or (c) any Hazardous Condition.
8. Limitation of Liability. Customer agrees that Provider and each Indemnified Party shall bear no liability to the extent arising out of Customer’s failure to comply with its obligations under these Terms of Service or the Proposal. IN NO EVENT WILL PROVIDER’S OR ANY INDEMNIFIED PARTY’S LIABILITY FOR ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, SETTLEMENT PAYMENTS, COSTS OR EXPENSES OF ANY KIND ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATED TO THE PROPOSAL, ANY WORK ORDER, THE SERVICES OR DELIVERABLES, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EXCEED THE AMOUNT PAID BY CUSTOMER TO PROVIDER FOR THE APPLICABLE SERVICES AND/OR DELIVERABLES IN THE SIX MONTHS IMMEDIATELY PRIOR TO THE DATE UPON WHICH THE CLAIM AROSE. UNDER NO CIRCUMSTANCES WHATSOEVER WILL PROVIDER OR ANY INDEMNIFIED PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION, LOST DATA, DAMAGED DATA OR LOST PROFITS, OR COSTS OF PROCURING SUBSTITUTE DELIVERABLES OR SERVICES, OR LOSSES RESULTING FROM BUSINESS INTERRUPTION) HOWEVER ARISING, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 8, THE LIMITATIONS DESCRIBED IN THIS SECTION 8 WILL NOT APPLY IN THE EVENT OF A CLAIM DIRECTLY CAUSED BY PROVIDER’S OR THE APPLICABLE INDEMNIFIED PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS OF SERVICE, THE PROPOSAL AND THE APPLICABLE WORK ORDER(S) BETWEEN PROVIDER AND CUSTOMER. PROVIDER’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN.
9. Taxes. All amounts paid by Customer to Provider in connection with the Services and/or Deliverables are exclusive of taxes unless otherwise specified on an invoice delivered by Provider to Customer in connection with the Services and/or Deliverables. Customer agrees to bear and be responsible for the payment of all taxes which may be levied or assessed in connection with the Services and/or Deliverables (except for taxes on Provider’s income, net worth or capital), including, without limitation, all sales, use, rental receipt, personal property, royalty, value added or other taxes which may be levied or assessed in connection with the Services or Deliverables. To the extent any such tax is specified on an invoice delivered by Provider to Customer in connection with the Services and/or Deliverables, Customer shall pay such billed amount of tax to Provider and Provider shall remit such billed amount of tax to the appropriate tax authorities as required by law. For the avoidance of doubt, there shall be no restriction or prohibition on the time at which Provider can bill Customer for such taxes in connection with the Services and/or Deliverables, even if billed separately by Provider after the completion of such Services and/or Deliverables, as applicable. If Provider pays any tax that is payable by Customer in accordance with this Section 9, Customer shall promptly reimburse Provider for the amount of such tax paid by Provider.
10. Non-Interference. During the Work Order Term, and for a period of one year thereafter, Customer shall not, and shall cause such Customer’s affiliates not to, directly or indirectly, solicit or entice, attempt to solicit or entice, or assist any other person or entity in soliciting or enticing, or take any other action with respect to, any client or customer of Provider for purposes of diverting such client’s or customer’s business or services from, or otherwise reducing, diminishing or diverting such client’s or customer’s business or services with, Provider.
11. Confidentiality. Customer shall have the right to disclose the existence of the Proposal and any associated Work Order(s) but not the terms and conditions contained therein, unless such disclosure is (a) approved in writing by Provider prior to such disclosure or (b) is required to be disclosed pursuant to any order of a court of competent jurisdiction or duly authorized regulatory body, provided that the Customer gives Provider sufficient prior notice to contest such order.
12. Assignment. Customer shall have no right to transfer, delegate or assign these Terms of Service, the Proposal or any Work Order, or Customer’s rights or obligations under any of the foregoing, in whole or in part, without Provider’s express prior written consent, and any attempted transfer, delegation or assignment in violation of the foregoing shall be null and void. Provider may transfer, delegate, assign or subcontract these Terms of Service, the Proposal or any Work Order, or Provider’s rights or obligations under any of the foregoing, in whole or in part, without the consent of Customer, to Provider’s affiliates or in connection with a merger or sale of all or substantially all of Provider’s assets. Subject to the foregoing, these Terms of Service, the Proposal and the Work Order(s), as applicable, shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Notwithstanding anything to the contrary contained herein, Provider may retain and use licensed subcontractors to fulfill its duties and obligations with respect to any Services and/or Deliverables.
13. Entire Agreement. These Terms of Service, the Proposal and the Work Order(s) set forth the entire agreement and understanding of Provider and Customer relating to the subject matter herein and therein and merge all prior discussions between them. For the avoidance of doubt, by signing the Proposal or accessing, paying for, using or receiving the benefit of any of the Services and/or Deliverables, Customer acknowledges and agrees that (a) no terms or conditions or other agreement, document or instrument (including, without limitation, any terms and conditions set forth in, referenced in or attached to any Work Order(s) or posted, available or accessible on Customer’s website, or included in any purchase or release order, order acknowledgment or invoice (collectively, “Customer T&C”)) shall apply to the Services or Deliverables other than the terms and conditions contained in these Terms of Service and/or the Proposal, (b) the Services and Deliverables described in the Work Order(s) and/or the Proposal are expressly limited to, and expressly made conditional on, Customer’s acceptance of and assent to the terms and conditions set forth in these Terms of Service and/or the Proposal without modification, and Provider expressly objects to any different or additional terms, and (c) Customer expressly accepts Provider’s offer to provide the Services and Deliverables solely in accordance with, and subject to, these Terms of Service and the Proposal without modification. Failure by either Party to enforce any provision of these Terms of Service or the Proposal will not be deemed a waiver of future enforcement of that or any other provision. No waiver of any right hereunder shall be effective unless set forth in a writing signed by the Party entitled to the benefit of such right. All rights and remedies will be cumulative and not exclusive of any other rights or remedies. Except to the extent expressly contemplated by these Terms of Service, any amendment or other modification of any provision of these Terms of Service, the Proposal or any Work Order will be effective only if in writing and signed by Provider and Customer.
14. Order of Precedence; Severability. In the event of a conflict or inconsistency between the provisions of these Terms of Service, the Proposal and/or any Work Order, then the following order of precedence shall apply: (a) these Terms of Service shall take precedence over the Proposal and Work Order(s) (including any Customer T&C); (b) the Proposal shall take precedence over the Work Order(s) (including any Customer T&C); and (c) the Work Order(s) (including any Customer T&C) shall not take any precedence over these Terms of Service or the Proposal. If any provision, obligation or right contained in these Terms of Service or the Proposal is held by a court of competent jurisdiction to be invalid, illegal or unenforceable under the circumstances, such provision’s, obligation’s and right’s application in any other circumstances and the remaining provisions, obligations and rights of these Terms of Service or the Proposal, as applicable, shall not be affected thereby. Additionally, for circumstances where a court of competent jurisdiction declares such provision, obligation or right to be invalid or unenforceable, the parties hereto shall request that such court reduce the scope, delete specific words or phrases from the provision, obligation or right, or replace the provision, obligation or right with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties hereto, and these Terms of Service and the Proposal shall be enforceable as so modified in the court in which the provision was declared invalid or unenforceable.
15. Governing Law and Venue. These Terms of Service, the Proposal and the Work Order(s) are governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Any action to enforce or interpret this Agreement shall be brought in the state or federal courts located in New York County, New York. EACH PARTY HEREBY WAIVES ALL RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY SUIT, ACTION OR OTHER PROCEEDING ARISING UNDER OR RELATED IN ANY WAY TO THESE TERMS OF SERVICE OR THE PROPOSAL, THE RELATIONSHIP OF THE PARTIES HERETO, THE TRANSACTIONS CONTEMPLATED IN THESE TERMS OF SERVICE OR THE PROPOSAL, THE INTERPRETATION OR ENFORCEMENT OF THE RIGHTS OR DUTIES OF THE PARTIES HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS OR OBLIGATIONS.
16. Force Majeure. Except for the payment of fees, if Provider’s or Customer’s performance of any of its obligations under these Terms of Service, the Proposal or any Work Order is delayed due to labor dispute, act of war, act of God, terrorism, governmental action, civil or military authority, embargo, pandemic, epidemic, flood, fire, explosion or other act of nature or any other matter not within such party’s reasonable control, then the date for performance shall be extended by the time of such delay.
Revised: December 4, 2025
