NapaNet TERMS AND CONDITIONS-Exhibit A Customer agrees to purchase Internet Access Services from NapaNet. The services provided and prices to be paid by the Customer are listed on the attached Service Agreement. The price guarantee does not apply to charges or surcharges mandated by any State or Federal regulatory entity. NapaNet agrees to allow Customer to connect computing facilities at Customer's Service Address to the NapaNet network to connect to the Internet in accordance with the terms of this agreement. NapaNet provides services to the Customer for the sole use of the Customer and the Customer agrees not to resell Internet Access Services. NapaNet and Customer agree that a TeleSpeed Customer circuit shall be successfully provided if the maximum throughput of such TeleSpeed Customer circuit is 80% of the ordered service. Customer acknowledges and understands that the lack of DSL facilities or other operational impediments may preclude or delay, while TeleSurfer services are a "best effort service" and there are no guarantees for minimum speeds. NapaNet enforces a Fair Use Policy (FUP) to protect the vast majority of our users from excessive downloads by a very small percentage of users. Based on our past experience, about five percent (five out of every one-hundred users) of our users can account for a great percentage of bandwidth usage. Our standard DSL rates are priced to cover the costs of service for the average user. We reserve the right to enforce the FUP by limiting download and upload speeds such that the majority of users will not be adversely affected by a few abusive users. Most likely the FUP will not affect you, and in fact will benefit virtually all users by preventing them from having to subsidize others by paying higher rates. Examples of high usage would be a pattern of regular extended use of services such as but not limited to Napster and the like, extended streaming video, downloading "DVDs" and other large files, running software designed to decode large numbers of pictures posted to USENET, running a high traffic web server, or using our standard DSL pricing to provide connectivity to a large number of computers. You agree to allow the FUP policy to be applied to your connection, and that having the FUP enforced is not grounds for termination of this contract. NapaNet will bill the Customer for services on a monthly basis. The initial bill may include non-recurring installation charges. Bills are due and payable within fifteen (15) days of receipt of invoice by the Customer. Payments will be submitted in advance of receiving services and will be in accordance with the standard billing procedures set forth by NapaNet. Customer will be subject to a late payment fee of 10% of the monthly fee or $10.00 whichever is greater if a payment is 5 days or more late. Billing start date for: 1) TeleSpeed services is the date of a successful Covad install and 2) TeleSurfer services and self-installations is the earliest of either Covad's verification that Customers circuit meets the performance standard or when network elements have been provisioned, there is a confirmation with the LEC that they set-up the shared-line circuit, and 5 days have passed since the shipment of the self-install kit. Customer agrees to use NapaNet Internet Access Services only for lawful purposes. Transmission of any material in violation of any US or state regulation is prohibited. This includes but is not limited to copyrighted material, material legally judged to be threatening or obscene, or material protected by a trade secret. Customer agrees to indemnify and hold harmless NapaNet from any claims resulting from the Customer's use of the service that causes direct or indirect damage to the account holder or another party. Customer agrees to indemnify and hold harmless NapaNet from any and all lawsuits, judgments, decrees, costs and expenses, any attorney fees arising from the customer's use of the services provided by NapaNet. The indemnification includes costs, reasonable attorney's fees and other expenses of NapaNet related to such claims. Covad will supply the necessary Customer premise DSL equipment for services at the Customer premises. Customer provided premise DSL equipment is not permitted. Customer is responsible for changes to any Customer premise equipment, software and configuration after completion of the self-installation or professional installation service. NapaNet will bill any equipment charges to Customer as part of the non-recurring charges for the self-installation or Covad installation service. NapaNet shall have no obligation or liability in connection with any equipment not purchased through Covad and configured according to Covad instructions, or any service outage that results from use of such equipment, or for any abuse or misuse of any equipment by any party other than Covad, or any service outage that results from any alterations that Customers make to their computer systems after completion of the installation service option. If the Customer purchases DSL equipment directly from Covad and cancels the Telesurfer service within thirty (30) days of the billing start date, the equipment can be returned to Covad only if it is in original working condition and in its original packing. Customer should contact NapaNet to coordinate this return. Customer will pay all shipping charges associated with this return. NapaNet will pass through a one (1) year manufacturer's warranty on Customer premise DSL equipment provided for TeleSurfer services that is supplied by Covad to the Customer. Customer must email all warranty claims to NapaNet. All TeleSurfer services require a self-installation. This agreement and the attached terms and conditions supercede all previous representations, understandings or agreements and shall prevail not withstanding any variance with terms and conditions of any order submitted. Customer agrees to comply with the rules and regulations appropriate to any network that is being accessed through NapaNet. Any attempts to break security, run password crackers or to access another persons account will result in termination of Customer's account without notice and Customer will be subject to any applicable termination charges as specified in paragraph 10 below (Termination Liability). NapaNet exercises no control whatsoever over the content of the information passing through its network. The Customer is aware that the information that is available or obtainable from NapaNet or interconnecting networks may not be valid or accurate. NapaNet makes no warranty of any kind, either expressed or implied, regarding the quality, accuracy, or validity of the data and/or information residing on or passing through any networks. Use of any information obtained from or through services provided by NapaNet will be at Customer's own risk. In the event that a Customer fails to keep an installation appointment, NapaNet may charge Customer a fee to recover its related costs, not to exceed 50% of the installation costs. NapaNet shall use commercially reasonable efforts to provide installation and maintenance functions for its services. NapaNet shall not be responsible for service issues concerning a Customer's computer or related software. Customer acknowledges and understands that the lack of facilities or other operational impediments may preclude or delay NapaNet actual installation of service. Termination Liability - Except as stated below (Termination Without Liability), a customer who terminates the agreement prior to the end of the agreed term (whether initial or renewal), may be liable for any or all of the following termination charges: Base Termination Charge - an amount equal to the monthly usage commitment multiplied by the number of months remaining on the initial or renewal term or $250, whichever is greater. Termination liability is billed in one lump sum. Promotional Termination Charge - an amount equal to any promotional credit, discount, or fee waiver (if applicable) provided to the customer. Termination liability is billed in one lump sum. Termination Without Liability - A customer may terminate this Agreement without liability under either of the following conditions: Customer requests, and remains on, a new NapaNet agreement with a term equal to or greater than the number of months remaining on the Customer's existing term plan. A new Customer of NapaNet (who was not receiving services through NapaNet prior to the execution of this Agreement) provides written notification to NapaNet, postmarked within thirty (30) days after the initial installation of service, to cancel the Agreement. The new Customer is responsible for payment for services used through the date upon which service is terminated.