This Fiber Services Terms and Conditions (this “Fiber ToC”) is made part of the Master Services Agreement (“Agreement”) to which it is attached.
Simple Helix provides high-speed fiber internet services (“Services”). Simple Helix may also provide professional services related to implementation, installation, and customization of the Fiber Services. The parties have agreed that Simple Helix will provide the Fiber Services to Customer, as well as any such professional services as the parties may agree, pursuant to the terms of the Agreement and any SOWs. Any term not defined herein will be deemed to have the definition as set forth in the Agreement.
1. SERVICE LOCATION ACCESS AND INSTALLATION
1.1. Access. Simple Helix requires reasonable access to each Customer’s location where the Services are being provided (“Service Location”) at any time throughout the Term as necessary for Simple Helix to provide the Services and to review, install, inspect, maintain, repair, or remove any Simple Helix-provided cabling, routers, related splitters, routers or other equipment (“Simple Helix Equipment“) used to provide the Services. If Customer owns or controls the Service Location(s), Customer hereby grants Simple Helix permission to enter the Service Location(s) in order for Simple Helix to fulfill its obligations and exercise its rights under the Agreement. If a Service Location is not owned or controlled by Customer, Customer will obtain, with Simple Helix’ reasonable assistance, appropriate right of access. If such right of access for Simple Helix is not obtained by either Party, then Simple Helix may decline Customer’s request for Services with respect to the Service Location that Simple Helix cannot access, without any liability to Customer.
1.2. Installation Review. Simple Helix may perform an installation review of each Service Location prior to installation of the Services to determine serviceability or the need to extend Simple Helix’ facilities, fiber optic cable, electronics, or other equipment (collectively, the “Network“) to provide the Services at the Service Location. If during the installation review, Simple Helix determines that additional work is required to enable Simple Helix to deliver the Services to the Service Location, Simple Helix will notify Customer of any additional Service Charges in excess of the amounts previously specified in a quote or work order. Upon request, Customer shall provide Simple Helix with accurate site and/or physical network diagrams or maps of a Service Location, including electrical and other utility service maps, prior to the installation review.
1.3. Site Preparation. Customer shall be responsible for necessary preparations at the Service Location(s) for delivery and installation of Simple Helix Equipment and the installation and ongoing provision of Services, including the relocation of Customer’s equipment, furniture and furnishings as necessary to access the Simple Helix Equipment or Services. In addition, Customer shall provide Simple Helix with floor space, other space, and clean power as is reasonably necessary for the installation and operation of Simple Helix Equipment at the Service Location(s). Customer shall not charge Simple Helix, and shall ensure that Simple Helix does not incur, any fees or expenses whatsoever in connection with Customer’s provision of space, power, or access as described herein, or otherwise in connection with Customer’s performance of its obligations pursuant to this section; and any such fees or expenses charged by any other end user accessing or using the Services shall be borne solely by Customer.
1.4. Installation. Simple Helix will schedule one or more installation visits with Customer. At the Customer’s request, Simple Helix may perform installation or maintenance on weekends or times other than during normal business hours; provided, however, Customer may be assessed reasonable, additional Fees based on Simple Helix’ actual incurred labor, material or other costs for such non-routine installation or maintenance. Customer’s authorized representative must be present during installation. Simple Helix shall use commercially reasonable efforts to make the Services available by the estimated service start date as set forth in the SOW. Simple Helix shall not be liable for any damages whatsoever resulting from delays in meeting the estimated service start date due to delays resulting from normal installation procedures or events beyond Simple Helix’ control. Examples of delays of installation include, without limitation, delays in obtaining necessary regulatory approvals for construction, delays in obtaining right-of-way approvals, delays in actual construction work being done by Simple Helix’ vendor(s), and any delays due to any other provider(s) where Simple Helix is relying upon such provider(s) to meet such estimated due date which is beyond Simple Helix’ control. In addition, if Simple Helix is unable to install the Service in accordance with the agreed upon schedule as a result of: (i) Customer’s failure to deliver any required materials, support or information to Simple Helix; (ii) Customer’s failure to provide access to a Service Location; or (iii) Simple Helix not being able to obtain access to equipment or software at the Service Location as necessary for installation of the Service, then Customer shall pay Simple Helix a Fee at Simple Helix’ then-prevailing rates for any installation trip made by Simple Helix and an additional Fee for each subsequent trip necessary to perform the Service installation. If during the course of installation Simple Helix determines additional work is necessary to enable Simple Helix to deliver the Services to the Service Location, Simple Helix will notify Customer of any additional Fees in excess of the amounts previously specified in a quote or SOW. If Customer does not agree to pay such Fees, Customer and Simple Helix shall each have the right to terminate the Services. Simple Helix may act as Customer’s agent for ordering access connection facilities provided by other providers or entities when authorized by Customer to allow connection of a Service Location to the Network. Customer shall perform interconnection of the Services and Simple Helix Equipment with any Customer-provided equipment (collectively, “Customer Equipment“), unless otherwise set forth in the Agreement or agreed in writing between the Parties, and shall conform its Customer Equipment and software to the technical specifications for the Service provided by Simple Helix. Simple Helix shall be responsible for reasonable restoration efforts necessary to address any displacement resulting from excavation and for those damages directly caused by Simple Helix’ faulty workmanship or installation of the Service, provided that the boring of holes or insertion of fasteners through the surface of walls for attachment of peripheral equipment will not be deemed damages but rather part of normal workmanship. If the installation and maintenance of Services at the Service Locations is or becomes, in Simple Helix’ sole opinion, hazardous or dangerous to Simple Helix’ employees or Network, the public, or property, including without limitation due to the presence of asbestos or other hazardous materials, Simple Helix may refuse to install and maintain such Service or stop providing Services until such time as the condition is remedied or an alternative Service Location is designated that is not hazardous or dangerous. Customer shall bear any additional costs incurred by Simple Helix arising from any such hazardous or dangerous conditions.
2.1. Equipment Responsibilities and Safeguards. Simple Helix shall use commercially reasonable efforts to maintain and secure the Simple Helix Equipment used by Simple Helix to provide Services to Customer. Except as otherwise provided in this Fiber ToC, Customer shall be responsible for the maintenance or repair of any cable, electronics, structures, equipment or materials owned or provided by Customer. Customer shall not cause any third party to, move, modify, disturb, alter, remove, relocate to another Service Location, install software not provided by Simple Helix, or otherwise tamper with any portion of the Simple Helix Equipment without the prior consent of Simple Helix. Customer shall be responsible for loss or damage to the Simple Helix Equipment while at Customer’s facilities. Customer shall also ensure that all Simple Helix Equipment at Customer’s Service Location(s) remains free and clear of all liens and encumbrances.
2.2. Customer Security Responsibilities. Customer shall be responsible for all access to and use of the Service, including whether or not Customer has knowledge of or authorizes such access or use. Customer shall be responsible for the implementation of reasonable security measures and procedures with respect to use of and access to the Service Location, Service, and Simple Helix Equipment. Customer shall secure and maintain any and all Customer Equipment, including, but not limited to, Private Branch Exchanges (including other non- Simple Helix switches, collectively, “PBXs“), where applicable, and any applications accessible through use of Customer Equipment, and shall be solely responsible for any conduct through and any charges incurred on Customer’s account, regardless of whether such activity or charges are authorized by Customer management or involve fraudulent activity until such time as Customer informs Simple Helix of any fraudulent or unauthorized access. Without limiting Customer’s responsibilities, Simple Helix has the right to implement reasonable measures to track, manage, and secure the connection between any Customer Equipment or applications used by Customer or any third party who accesses the Customer Equipment and the Simple Helix Network, including without limitation authentication or other security access procedures. Simple Helix may suspend any affected Services if Simple Helix discovers or becomes aware of any breach or compromise of the security of any Customer Equipment, Service, Service Location, Simple Helix Equipment, or connection to the Simple Helix Network.
2.3. Equipment Return, Retrieval, Repair and Replacement. Immediately upon termination of the Agreement, or Service(s) (“Termination“): (i) at the discretion of Simple Helix, Customer shall return, or allow Simple Helix to retrieve, the Simple Helix Equipment in the condition in which the Simple Helix Equipment was received, subject to ordinary wear and tear; and (ii) promptly cease all use of and return to Simple Helix any software provided by Simple Helix (“Software“). Failure of Customer to return or allow Simple Helix to retrieve the Simple Helix Equipment within fifteen (15) days after Services are terminated will result in a charge to Customer’s account equal to either Simple Helix’ applicable unreturned equipment charge or the retail cost of replacement of the unreturned Simple Helix Equipment. If applicable, Customer shall pay for the repair or replacement of any damaged Simple Helix Equipment, except such repairs or replacements as may be necessary due to normal and ordinary wear and tear or material or workmanship defects, together with any costs incurred by Simple Helix in obtaining or attempting to regain possession of Simple Helix Equipment.
3. CUSTOMER REPRESENTATIONS AND OBLIGATIONS
3.1. No Reselling. Customer shall not resell or redistribute (whether for a fee or otherwise) access to the Service(s) or system capacity, or any part thereof, in any manner other than for Customer’s internal business without the express prior consent of Simple Helix, including without limitation, any use to provide services for the benefit of, or on behalf of, any third party other than Customer.
3.2. No Illegal Purpose or Unauthorized Access. Customer shall not use or permit third parties to use the Service(s), including the Simple Helix Equipment and Software, for any illegal purpose, or to achieve unauthorized access to any computer systems, software, data, or other copyright or patent protected material.
3.3. No Interference. Customer shall not interfere with or cause technical difficulties for other customers’ use of equipment or Services or interfere with or disrupt the Simple Helix Network, backbone, nodes or other Services. Customer shall not install any equipment, including without limitation, any antenna or signal amplification system, at the Service Location that interferes with the Services.
3.4. Applicable Laws. With respect to Customer’s use of the Service (including the transmission or use of any content via the Service), Customers shall comply with all applicable laws and regulations in addition to the Agreement. Simple Helix shall have the right to audit Customer’s use of the Service remotely or otherwise, to ensure compliance with the Agreement.
3.5. Acceptable Use. As between the Parties, Customer is solely responsible for: (i) all use (whether or not authorized) of the Service by Customer or any unauthorized person or entity, which use shall be deemed Customer’s use for purposes of the Agreement, (ii) all content that is viewed, stored or transmitted via the Service, as applicable, and (iii) all third-party charges incurred for merchandise and services accessed via the Service, if any. Customer shall not use, or allow the Services to be used, in any manner that would violate the applicable Simple Helix Acceptable Use Policies or that would cause, or be likely to cause, Simple Helix to qualify as a “Covered 911 Service Provider” as defined in 47 C.F.R. §12.4 or any successor provision of the rules of the Federal Communication Commission. For avoidance of doubt, Customer and Simple Helix agree that any failure to satisfy the covenants set forth in the preceding sentence shall constitute a material breach of the Agreement. In addition to this Section 3.5, Customer acknowledges that in its use of the Services it must abide by the provisions of Simple Helix’s Acceptable Use Policy, as applicable to Customer’s use, found at www.simplehelix.com/acceptableusepolicy.
Unless otherwise set forth in any SOW or service level agreement, Simple Helix will use commercially reasonable efforts to provide the Services to Customer twenty-four (24) hours per day, seven (7) days per week. It is possible, however, that there will be interruptions of Service. The Service may be unavailable from time-to-time either for scheduled or unscheduled maintenance, technical difficulties, or for other reasons beyond Simple Helix’ reasonable control. Temporary service interruptions or outages for such reasons, as well as service interruptions or outages caused by Customer, its agents and employees, or by a Force Majeure Event, shall not constitute a failure by Simple Helix to perform its obligations under this Services Agreement.
5. MONITORING, EQUIPMENT UPGRADES AND NETWORK MODIFICATIONS
Simple Helix has the right, but not the obligation, to upgrade, modify, and enhance the Simple Helix Network and the Service and take any action that Simple Helix deems appropriate to protect or improve the Service and its facilities. Simple Helix shall have the right, but not the obligation, to monitor, record, and maintain oral communications with Customer regarding Customer’s account or Services for the purpose of service quality assurance or as permitted under applicable law.
6. DEFAULT, SUSPENSION OF SERVICE, AND TERMINATION
6.1. Default. A Party shall be in default under this Fiber ToC if it has failed to comply with the Agreement, the terms of this Fiber ToC or any SOW, including without limitation the obligation to pay any amounts due, and such Party fails to correct each such noncompliance within thirty (30) days of receipt of notice from the non-defaulting Party describing in reasonable detail the default or noncompliance (“Default“).
6.2. Mutual Termination Rights. Either Party may terminate the Services or the Agreement if: (i) the other Party is in Default; (ii) the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debts, initiates any proceeding seeking general protection from its creditors; or (iii) Simple Helix learns that the costs to deliver the Services to the Service Location shall require a material increase in the Fees and Customer does not agree to pay such additional Fees.
6.3. Termination for Convenience by Customer. Notwithstanding any other term or provision in this Services Agreement, Customer may terminate the Services at any time upon thirty (30) days prior notice to Simple Helix, subject to payment of any Early Termination Fee, as set forth in an SOW, and the return of any Simple Helix Equipment.
6.4. Simple Helix’ Right to Suspend. Simple Helix shall have the right, at its option, without prior notice, and in addition to any other rights of Simple Helix expressly set forth in this Services Agreement and any other remedies it may have under applicable law to suspend Services if Customer fails to comply with any applicable laws or regulations or this Services Agreement, or if Customer’s use of the Service is determined by Simple Helix, in its sole discretion, to result in a material degradation of the Simple Helix Network until Customer remedies any such noncompliance or degradation. Any suspension shall not affect Customer’s on-going obligation to pay Simple Helix any amounts due under the Agreement. If Simple Helix suspends any Service, Simple Helix may require the payment of reconnect or other charges before restarting the suspended Service. If Customer has more than one Simple Helix account, all Simple Helix-provided services at all locations may be subject to suspension or termination in the event any account remains unpaid or is otherwise in Default.
6.5. Simple Helix’ Additional Rights to Terminate: Simple Helix may terminate the Services and/or the Agreement if:
(a) The information required in the application process and provided by Customer to Simple Helix is or becomes incorrect, absent or incomplete;
(b) Customer threatened or harassed any Simple Helix employee, agent, contractor or representative;
(c) The amount of technical support required to be provided to Customer is excessive as determined in the sole discretion of Simple Helix.
6.6. No Liability. Customer further agrees that in the event of termination by Simple Helix pursuant to this Section 6, Simple Helix shall have no liability to Customer.
6.7. Payment of Fees. Upon Termination, Customer must pay all Fees then due for Services provided through the effective date of Termination.
7. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
7.1. DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND SIMPLE HELIX EQUIPMENT, AND USES THE SAME AT ITS OWN RISK, AND FOR ACCESS TO AND SECURITY OF CUSTOMER’S EQUIPMENT AND CUSTOMER’S NETWORK. SIMPLE HELIX EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE APPLICATIONS OR CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND SIMPLE HELIX EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH APPLICATIONS OR CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS FIBER TOC, THE SERVICE, SIMPLE HELIX EQUIPMENT, AND ANY SIMPLE HELIX MATERIALS ARE PROVIDED “AS IS, WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY SIMPLE HELIX, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. SIMPLE HELIX DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR WITHOUT LOSS OF CONTENT, DATA OR INFORMATION, OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THIS SERVICES AGREEMENT, SIMPLE HELIX DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY SIMPLE HELIX WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S EQUIPMENT OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR RESULTING FROM, CUSTOMER’S USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, VIA SENDING OR RECEIVING, UPLOADING OR DOWNLOADING, OR OTHER TRANSMISSION OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT SIMPLE HELIX’ THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS SERVICES AGREEMENT, AND SIMPLE HELIX DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT.
7.2. LIMITATION OF LIABILITY. WITHOUT LIMITING ANY EXPRESS PROVISIONS OF THIS FIBER TOC, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, ANY END USER, OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES (INCLUDING LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS FIBER TOC OR THE PROVISION OF SERVICES, INCLUDING ANY SERVICE IMPLEMENTATION DELAYS OR FAILURES, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY, MISREPRESENTATION, OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY OF CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE AGREEMENT. SIMPLE HELIX’ MAXIMUM LIABILITY TO CUSTOMER WITH REGARD TO ANY SERVICE SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO SIMPLE HELIX FOR THE APPLICABLE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. SIMPLE HELIX SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR ANY OTHER EMERGENCY SERVICES, THE INABILITY TO CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CUSTOMER-PROVIDED EQUIPMENT, FACILITIES OR SERVICES.
In addition to any indemnity provision provided in the Agreement, unless prohibited under applicable law, Customer at its own expense, shall indemnify, defend, and hold harmless Simple Helix, its affiliates, service providers, and suppliers, and their directors, employees, representatives, officers and agents (the “Indemnified Parties“) against any and all third party claims, liabilities, lawsuits, damages, losses, judgments, costs, fees and expenses incurred by Simple Helix Indemnified Parties, including reasonable attorney and other professional fees and court costs incurred by Simple Helix Indemnified Parties, to the full extent that such arise from or relate to any one or more of the following:
(a) Customer’s use or misuse of the Service;
(b) Customer’s failure to comply with any applicable law, order, rule, regulation, or ordinance or this Services Agreement;
(c) Personal injury or tangible property damage caused by Customer’s or its employees’ or agents’ negligence or willful misconduct.
Simple Helix Indemnified Parties shall have the right but not the obligation to participate in the defense of the claim.
9. REGULATORY CHANGES
In the event of any change in applicable law, regulation, decision, rule or order, including without limitation any new application of or increase in any government- or quasi-government-imposed fees or charges that increases the costs or other terms of Simple Helix’ delivery of Service to Customer, or, in the event of any increase in pole attachment or conduit charges applicable to any facilities used by Simple Helix in providing the Service, Customer acknowledges and agrees that Simple Helix may pass through to Customer any such increased fees or costs, but only to the extent of the actual increase. Simple Helix shall use commercially reasonable efforts to notify Customer at least thirty (30) days in advance of the increase. In such case, and if such increase materially increases the Fees payable by Customer under the Agreement for the applicable Service, Customer may, within thirty (30) days after notification of such increase, terminate the affected Service, provided Customer notifies Simple Helix at least fifteen (15) days in advance of Customer’s requested termination date. Further, in the event that Simple Helix is required to file tariffs, rate schedules, or price guides with a regulatory agency or otherwise publish or make generally available its rates in accordance with regulatory agency rules or policies respecting the delivery of the Service or any portion thereof, then the terms set forth in the applicable tariff, rate schedule, or price guide shall govern Simple Helix’ delivery of, and Customer’s use or consumption of the Service. In addition, if Simple Helix determines that offering or providing the Service, or any part thereof, has become impracticable for legal or regulatory reasons or circumstances, then Simple Helix may terminate the Services without liability, by giving Customer thirty (30) days prior notice or any such notice as is required by law or regulation applicable to such determination.
10. PROPRIETARY RIGHTS AND CONFIDENTIALITY
Simple Helix’ Proprietary Rights. All materials including, but not limited to, any Simple Helix Equipment (including related firmware), software, data and information provided by Simple Helix, any identifiers or passwords used to access the Service or otherwise provided by Simple Helix, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by Simple Helix to provide the Service (collectively “Simple Helix Materials”) shall remain the sole and exclusive property of Simple Helix or its suppliers and shall not become a fixture to the Service Location. Customer shall acquire no title to, interest or right (including intellectual property rights) in the Simple Helix Materials by virtue of the payments provided for herein other than the limited, non-exclusive, and non-transferable license to use the Simple Helix Materials solely for Customer’s use of the Service. Customer may not disassemble, decompile, reverse engineer, reproduce, modify, or distribute the Simple Helix Materials, in whole or in part, or use them for the benefit of any third party. Customer shall not cause or permit the disabling or circumvention of any security mechanism contained in or associated with the Services. All rights in the Simple Helix Materials not expressly granted to Customer herein are reserved to Simple Helix or its suppliers. Customer shall not open, alter, misuse, tamper with, or remove the Simple Helix Equipment or Simple Helix Materials as and where installed by Simple Helix, and shall not remove any markings or labels from the Simple Helix Equipment or Simple Helix Materials indicating Simple Helix (or its suppliers) ownership or serial numbers.