UUNET Technologies, Inc. x0 000 000-0000 (voice)
0000 Xxxxxxxx Xxxxx x0 000 000-0000 (voice)
Fairfax, VA 22031 x0 000 000-0000 (fax)
xxxx://xxx.xx.xxx xxx-xxxxx@xx.xxx
UUNET is a registered trademark of, and the UUNET
logo design and The Internet at Work are trademarks
of, UUNET Technologies, Inc.
UUNET CO-LOCATION SERVICES AGREEMENT
Facility Location (Choose One) | |Fairfax, VA | |Palo Alto, CA
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Term Commencement Date: TBD
---------------------- --------------
Date/Month/Year
Equipment Space Options
UUNET offers three types of equipment spaces. All spaces require a minimum
six-month term commitment.
Number of Cabinets Desired Equipment Space Options(1) Monthly Fee Per
Cabinet
-------------------------- ------------------------ -----------------
| | Half Cabinet $ 500
----------------------
|X| 2 Standard Cabinet $ 900
----------------------
| | Large Cabinet (Fairfax only) $ 1,300
----------------------
| |Install Expedite Fee: $750 (for install requests with less than two weeks'
-------------------- notice from date of request(2)
On-Site Support and Installation Options
Basic On-Site Technical Support (INCLUDED WITH ALL SERVICES)
All Co-Location customers receive Basic On-Site Technical Support. Basic On-Site
Technical Support consists of the following basic operational functions: power
cycling of equipment, securing cabling, setting switches, swapping back-up
tapes, and entering commands into server machines from a keyboard. The first two
hours of Basic On-Site Technical Support per month are provided at no charge.
Additional hours are billed at $100 per hour. Basic On-Site Technical Support
calls are billed in 15 minute increments, with a minimum call of 15 minutes.
|x|Advanced On-Site Technical Support (OPTIONAL SERVICE)
Advanced On-Site Technical Support (described further in Schedule A) consists of
diagnostic and equipment repair activities for selected Sun, DEC, HP, SGI,
Compaq, and Cisco hardware models. Advanced On-Site Technical Support is billed
at $125 per hour. Advanced On-Site Technical Support calls are billed in 30
minute increments, with a minimum call of three hours.
|x|On-Site Equipment Installation (described further in Schedule B) consists of
installation of pre-configured equipment into the storage cabinet, documentation
of physical and network connections, and connection of the equipment to the
power supply and network connectivity. On-Site Equipment Installation is billed
at $125 per hour of use. On-Site Equipment installation calls are billed in 30
minute increments, with a minimum call of three hours.
Internet Connectivity Options (Choose One)
UUNET offers the following flexible Internet connectivity options. Connectivity
is provided via a 100 Mbps Fast Ethernet Hand-off.
| |Tiered Service
Tiered service provides a specific amount of bandwidth to Customer's Space.
Customer has unlimited use of this Internet bandwidth stream at a fixed monthly
cost, but cannot exceed the specified bandwidth tier. Customer may increase the
bandwidth tier at any time during the term of the contract, but must remain at
that tier for at least one
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(1) Customer must purchase a minimum Bandwidth Tier of 1.5 Mbps for each
Cabinet.
(2) Expedited install cannot be guaranteed. IF UUNET fails to make the Space
available within two weeks of Customer's request, Customer's sole and
exclusive remedy shall be to receive a full refund of the Install Expedite
Fee.
"The Internet At Work"
calendar month. After the first month at the new tier, Customer may decrease the
bandwidth tier, but never below the tier for which Customer initially
contracted.
One-time Start-Up Fee $2500
Bandwidth Tier Monthly Fee Bandwidth Tier Monthly Fee Bandwidth Tier Monthly Fee
-------------- ----------- -------------- ----------- -------------- -----------
| |1.5 Mbps $ 2,000 | |15 Mbps $ 14,250 | |40 Mbps $ 37,900
| |3 Mbps $ 3,500 | |20 Mbps $ 19,000 | |45 Mbps $ 42,500
| |5 Mbps $ 5,500 | |25 Mbps $ 23,750 | |50 Mbps $ 47,000
| |8 Mbps $ 8,500 | |30 Mbps $ 28,500 | |60 Mbps $ 56,000
| |10 Mbps $ 9,500 | |35 Mbps $ 33,250 | |75 Mbps $ 69,000
| |100 Mbps $ 90,000
Burstable Service
Burstable service provides unlimited use of a 10 Mbps, 45 Mbps, or 100 Mbps
Internet connection. The monthly rate is based on Customer's sustained usage of
this connection. Sustained usage is defined at the 95th percentile measurement
of all bandwidth usage samples taken during the month.
|X|10 Mbps Burstable | |45 Mbps Burstable | |100 Mbps Burstable
Service Service Service
One-time Start-up Fee: One-time Start-up Fee: One-time Start-up Fee:
$2,500 $2,500 $2,500
Sustained Usage Monthly Fee Sustained Usage Monthly Fee Sustained Usage Monthly Fee
--------------- ----------- --------------- ----------- --------------- -----------
0.0 - 2.0 Mbps $3,500 0.0 6.0 Mbps $11,500 0.0 - 20.0 Mbps $37,500
2.1 - 4.0 Mbps $6,500 6.1 - 10.0 Mbps $18,000 20.1 - 30.0 Mbps $53,500
4.1 - 6.0 Mbps $9,700 10.1 - 15.0 Mbps $26,000 30.1 - 45.0 Mbps $73,000
6.1 - 10.0 Mbps $11,500 15.1 - 20.0 Mbps $32,500 45.1 - 60.0 Mbps $89,000
20.1 - 30.0 Mbps $45,000 60.1 - 100.0 Mbps $100,000
30.1 - 45.0 Mbps $49,000
Term Commitment(3)
| |1-year Term | |2-year Term |X|3-year Term
(5% discount) (10% discount) (15% discount)
Payment
If purchase order is required, Method of | |Please bill me | |Check(include
provide PO# payment: in order)
--------------
PLEASE READ AND SIGN THE ATTACHED CO-LOCATION TERMS AND CONDITIONS.
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(3) Applicable only to Monthly Fees. At the conclusion of the Term Commitment,
this Agreement shall continue in effect on a month-to-month basis at UUNET's
then-current list price for the service.
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Co-Location Terms and Conditions
UUNET Technologies, Inc. ("UUNET") and Customer agree to the following terms
and conditions as part of the Co-Location Services Agreement (the"Agreement"):
1. SERVICE. The cover page of this Agreement ("Cover Page") identifies the
physical location ("Facility") of the equipment storage space to be made
available to Customer hereunder (the "Space"), and sets forth a description of
the services and Internet connectivity (the "Services") to be provided in
connection with the Space and all equipment installed in the Space (the
"Equipment").
2. CONTRACTORS. Customer acknowledges that certain installation, technical
support, and consulting services may be provided by an unaffiliated third party
contractor ("Contractor") to UUNET. Customer hereby authorizes UUNET to provide
Contractor all Customer location, equipment and contact information necessary to
provide such services.
3. TERM. Unless otherwise specified on the Cover Page, the initial term
("Initial Term") of this Agreement shall be six months from the Term
Commencement Date. If upon completion of the Initial Term or any subsequent term
the parties do not agree to extend the Agreement for an additional Term, the
Services and Space will be provided on a month-to-month basis at UUNET's
then-current list prices. In the event of early cancellation during the Initial
Term or any subsequent Term, Customer will be required to pay 75% of the monthly
recurring fee for the Space and the Customer's then-current bandwidth tier for
each month remaining in the Term.
4. PAYMENT.
4.1 UUNET will invoice the Start-Up Fees on the Cover Page upon execution
and delivery of this Agreement. Monthly Fees for Services and Space will
commence as of the Term Commencement Date indicated on the Cover Page. UUNET
will invoice Monthly Fees monthly in arrears. UUNET reserves the right to change
the rates of Services and Space provided under this Agreement at any time after
the Initial Term of any subsequent term by providing written notice to Customer
at least 60 days in advance of the effective date of the change.
4.2 Payment is due 30 days after date of invoice. Accounts are in default if
payment is not received within 30 days after date of invoice. If Customer's
check is returned to UUNET unpaid, Customer shall be immediately in default and
subject to a returned check charge of $25.00 from UUNET. UUNET reserves the
right to terminate Customer's use of the Space and the Services on any account
unpaid 60 days after date of invoice and, in the event of such unpaid account,
terminate any other service provided by UUNET to Customer, or prohibit removal
of Equipment from the Facility pending payment of all amounts owed to UUNET by
Customer. The Monthly Fee for Space shall continue to accrue until Customer's
Equipment is removed from the Space by Customer. An account in default is
subject to an interest charge on the outstanding balance of the lesser of 1.5%
per month or the highest rate permitted by applicable law. Customer agrees to
pay UUNET's reasonable expenses, including attorneys' and collection agency
fees, incurred in enforcing its rights under the Agreement.
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5. USE OF SERVICES. All use of the UUNET Network and the Services must comply
with the then-current version of the UUNET Acceptable Use Policy ("Policy")
available at the following URL: xxx.xx.xxx/xxxxxxxxx. UUNET reserves the right
to amend the Policy from time to time, effective upon posting of the revised
Policy at the URL. UUNET reserves the right to suspend the Services or terminate
this Agreement effective upon notice for a violation of the Policy. Customer
agrees to indemnify and hold harmless UUNET from any losses, damages, costs or
expenses resulting from any third party claim or allegation ("Claim") arising
out of or relating to use of the Space or Services, including any Claim which,
if true, would constitute a violation of the Policy.
6. PERMISSIBLE USE OF SPACE.
6.1 Customer may use the Space only for the purposes of installing,
maintaining, and operating the Equipment. Access to the Facility is restricted
to Customer's employees and agents. Customer will furnish to UUNET, and keep
current, a written list identifying a maximum of five individuals authorized to
obtain entry to the Facility and access the Space. Customer agrees that no
individual it authorizes to enter the Facility will have been convicted of a
felony. Customer assumes responsibility for all acts or omissions of the
individuals included on this list or authorized by Customer to enter the
Facility, and agrees to indemnify and hold UUNET harmless from any Claim arising
from the acts or omissions of these individuals. Customer's employees and agents
will comply with all applicable laws and ordinances; with the standards and
practices of the telecommunications industry; and with all UUNET or Facility
security procedures, Facility rules, and safety practices. UUNET may revoke the
entry privileges of any person who fails to comply with these Terms and
Conditions, who is disorderly, or who UUNET reasonably suspects will violate
these Terms and Conditions.
6.2 UUNET and its designees may observe the work activities of Customer's
employees and agents in the Facility and may inspect at any time the Equipment
brought into the Space. Customer's employees and agents shall not use any
products, tools, materials, or methods that, in UUNET's reasonable judgment,
might harm, endanger, or interfere with the Services, the Facility, or the
personnel or property of UUNET, its vendors or its other customers. UUNET
reserves the right to take any reasonable action to prevent such potential harm.
6.3 UUNET will perform certain services which support the overall operation
of the Facility (e.g., janitorial services, environmental systems, maintenance)
at no additional charge to Customer. Customer shall be required to maintain the
Space in an orderly manner and shall be responsible for the prompt removal from
the facility of all trash, packing material, cartons, etc. that Customer's
employees or agents brought to or had delivered to the Facility.
6.4 Customer may not make available space within the Space to any third
party. If Customer makes space available to a third party, Customer shall be in
breach of this Agreement and UUNET may pursue any legal or equitable remedy,
including but not limited to the immediate termination of this Agreement.
6.5 Upon termination of this Agreement, Customer is responsible for
arranging prompt removal of its Equipment from the Facility at Customer's sole
risk and expense.
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7. CONDUCT IN FACILITY.
7.1 Customer will maintain and operate the Equipment in a safe manner, and
keep the Space in good order and condition. No employees or agents of Customer
will harm or allow any attempt to breach the security of the Facility, the
Services, or any third party system or network at the Facility or accessed by
means of the Services.
7.2 Customer agrees to use the common areas of the Facility for the purposes
for which they are intended. Such rules include, but are not limited to, a
prohibition against smoking in the Facility.
7.3 Customer's employees and agents are prohibited from bringing any of the
following materials into the Facility: wet cell batteries, explosives, flammable
liquids or gases, alcohol, controlled substances, weapons, cameras, tape
recorders, and similar equipment and materials.
7.4 Customer agrees not to alter, tamper with, adjust, or repair any
equipment or property not belonging to Customer, and agrees not to erect signs
or devices on the exterior of the storage cabinet or to make any construction
changes or material alterations to the Space or the interior or external
portions of the Facility.
8. EQUIPMENT DEPLOYMENT.
8.1 Customer will furnish to UUNET, and keep current, an Equipment list
(attached as Attachment C) identifying all Equipment installed in the Space.
UUNET reserves the right to verify installation of the Equipment on the
Equipment List. All Equipment must fit within the Space unless agreed to by
UUNET in an addendum to this Agreement. Customer agrees that power consumption
will not exceed 20 amps 110 VAC per storage cabinet and that all Equipment is UL
approved. Cabling used by Customer must meet national electrical and fire
standards. Customer will be allowed to remove from the Facility only that
Equipment listed on the then-current version of Customer's Equipment List.
8.2 UUNET reserves the right to relocate Equipment within the Facility or to
move Equipment to another facility with at least 45 days' written notice.
Equipment moved or relocated at UUNET"s initiative will be at UUNET"s expense.
Every commercially reasonable effort will be to minimize downtime and service
interruption if Equipment is moved or relocated. If Customer objects to the
location of the new Facility, Customer may terminate this Agreement without
penalty within sixty days of receiving notice of the new Facility's location.
8.3 Customer agrees to immediately remove or render noninfringing, at
Customer's expense, any Equipment alleged to infringe any patent, trademark,
copyright, or other intellectual property right.
8.4 If UUNET negligently or willfully damages any Equipment, UUNET will
repair or replace the damaged item or, at UUNET"s option, will reimburse
Customer for the reasonable cost of repair or replacement. THIS SHALL BE
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR
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ANY DAMAGE TO EQUIPMENT CAUSED BY OR ATTRIBUTABLE TO UUNET, ITS EMPLOYEES, OR
AGENTS.
9. ASSIGNMENT. This Agreement is binding upon and shall inure to the benefit of
the parties and their permitted successors and assigns. Neither party may assign
this Agreement without the prior written consent of the other party; provided
that UUNET may assign this Agreement to any present or future affiliate,
subsidiary, or successor, and may assign its right to receive payments. UUNET
may subcontract any or all of the work to be performed by it under this
Agreement but this shall not relieve UUNET of its responsibilities or
obligations hereunder.
10. INDEMNITY. Customer agrees to indemnify UUNET against actions by any person
claiming an ownership or possessory interest, lien, trust, pledge, or security
interest in any Equipment, including without limitation any attempt by such
third party to take possession of the Equipment.
11. INSURANCE
11.1 Customer agrees to maintain, at Customer's expense, during the entire
time this Agreement is in effect for each Space:
11.1.1 Commercial General Liability Insurance in an amount not less than Two
Million dollars ($2,000,000) per occurrence for bodily injury or property
damage:
11.1.2 Employer's Liability Insurance in an amount not less than One Million
dollars ($1,000,000) per occurrence; and
11.1.3 Workers' Compensation Insurance in an amount not less than that
prescribed by statutory limits.
11.1.4 Commercial Automobile Liability Insurance applicable to bodily injury
and property damage, covering owned, non-owned, leased and hired vehicles, in an
amount not less than $1,000,000 per accident.
11.1.5 Umbrella or Excess Liability Insurance with a combined single limit
of no less than $1,000,000 to apply over Commercial General Liability,
Employee's Liability, and Automobile Liability Insurance.
11.2 Prior to taking occupancy of the Space, Customer shall furnish UUNET
with certificate of insurance which evidence the minimum levels of insurance set
forth herein and which name UUNET as an additional insured. In the event the
Facility's landlord, pursuant to a lease relevant to particular Space, requires
additional insurance, Customer hereby agrees to comply with the landlord's
requirements under the lease, as the lease may be modified from time to time.
11.3 None of UUNET, UUNET's subsidiaries, parent companies, or affiliates
shall insure or be responsible for any loss or damage to property of any kind
owned or leased by Customer or by its employees and agents other than losses or
damages resulting from negligence
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or willful acts of such parties. Any insurance policy covering the Equipment
against loss or physical damage shall provide that underwriters have given their
permission to waive their rights of subrogation against UUNET, UUNET
subsidiaries, affiliates, the Facility landlord, and their respective directors,
officers and employees.
11.4 Customer will insure or self-insure against claims involving Customer's
employees and agents. Customer agrees to release and indemnify UUNET against
claims by any of Customer's employees and agents arising from dismissal,
suspension, or termination of work, or from denial of entry to the Facility, and
claims by any person arising from Customer's nonpayment for the Space or the
Services.
12. LIMITATION OF LIABILITY. UUNET WILL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL or CONSEQUENTIAL DAMAGES, or FOR ANY LOSS OF PROFITS RESULTING FROM
THE USE OF THE SERVICES, SPACE, OR EQUIPMENT BY CUSTOMER OR ANY THIRD PARTIES.
THIS INCLUDES LOST PROFITS OR LOST DATA RESULTING FROM DELAYS, NONDELIVERIES,
MISDELIVERIES, SERVICE INTERRUPTIONS, OR DAMAGE TO THE SPACE.
13. NO WARRANTY. UUNET PROVIDES THE SPACE AND THE SERVICES AS IS WITHOUT
WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF ANY OTHER IMPLIED WARRANTIES. IN THE EVENT
THAT UUNET PROVIDES CUSTOMER WITH PRODUCTS IN CONJUNCTION WITH THE SERVICES, FOR
EXAMPLE THIRD PARTY SOFTARE PRODUCTS, UUNET ALSO SUCH PRODUCTS AS IS WITHOUT
WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. UUNET SHALL HAVE NO LIABILITY
FOR FAILURE OF ANY PRODUCT OR SERVICE IT PROVIDES. UUNET DOES NOT MONITOR OR
EXERCISE CONTROL OVER THE CONTENT OF THE INFORMATION RESIDING ON CUSTOMER'S
EQUIPMENT OR TRANSMITTED THROUGH ITS FACILITIES. USE OF ANY INFORMATION OBTAINED
VIA UUNET'S SERVICES IS AT CUSTOMER'S OWN RISK. UUNET SPECIFICALLY DENIES ANY
RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS
SERVICES.
14. NO ESTATE OR PROPERTY INTEREST. Customer acknowledges that it has been
granted only a license to occupy the Space and that it has not been granted any
real property interests in the Space or the Facility. Payments by Customer under
this Agreement do not create or vest in Customer (or in any other person) any
leasehold estate, easement, ownership interest, or other property right or
interest of any nature in any part of the Facility. The parties intend that
Equipment, whether or not physically affixed to the Facility, shall not be
construed to be fixtures. Customer (or the lessor of the Equipment, if
applicable) will report the Equipment as its personal property wherever required
by applicable laws, and will pay all taxes levied upon such Equipment.
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15. DAMAGE TO THE SPACE
15.1 If the Space is damaged by fire or other casualty, UUNET shall give
prompt notice to Customer of such damage, and may temporarily relocate Equipment
to new Space or a new Facility, if practicable. If the Facility's landlord or
UUNET exercises an option to terminate a particular lease due to damage or
destruction of the Space, or if UUNET decides not to rebuild the Space, this
Agreement shall terminate as of the date of the damage. Monthly Fees for Space
and Services shall proportionately xxxxx for the period from the date of such
damage.
15.2 If neither the landlord of the Facility nor UUNET exercises the right
to terminate, UUNET shall repair the particular Space to substantially the same
condition it was in prior to the damage, completing the same with reasonable
speed. In the event that UUNET shall fail to complete the repair within a
reasonable time period, Customer shall have the option to terminate this
Agreement with respect to the affected Space, which option shall be the sole
remedy available to Customer against UUNET under this Agreement relating to such
failure. If the Space or any portion thereof shall be rendered untenable by
reason of such damage, the Monthly Fee for Space and Services shall
proportionately xxxxx for the period from the date of such damage to the date
when such damage shall have been repaired.
16. PUBLICITY. Neither party shall publicize the existence of the
Agreement without the consent of the other, and in the event of such consent,
all press releases or other materials to be used for publicity shall be
reviewed and approved in writing by the other party.
17. CONFIDENTIALITY. Each party's confidential or proprietary information
disclosed hereunder ("Confidential Information") shall be held confidential by
the receiving party. UUNET's performance under this Agreement, the quality of
UUNET Network performance, and any data provided by UUNET to Customer regarding
performance of the UUNET Network shall be deemed UUNET Confidential Information.
Neither party shall disclose the other party's Confidential Information to third
parties without the other party's written consent, except as permitted pursuant
to this Section. Each party shall disseminate the other party's Confidential
Information among its employees only on a need-to-know basis and shall use such
Confidential Information only for the purpose of performing its obligations
hereunder. To the extent a party is required by applicable law, regulation, or
by a government agency or court order, subpoena, or investigative demand, to
disclose the existence of terms of this Agreement, or the other party's
Confidential Information, such party shall use its reasonable efforts to
minimize such disclosure and obtain an assurance that the recipient shall accord
confidential treatment to such Confidential Information, and shall notify the
other party contemporaneously of such disclosure. UUNET in its discretion, may
terminate this Agreement for cause upon ten days' notice and without penalty in
the event of any breach by Customer of this Section.
18. AGREEMENT SCOPE.
18.1 This Agreement sets forth the entire agreement between UUNET and
Customer with respect to the subject matter within and supersedes all previous
representations, understandings or agreements and shall prevail notwithstanding
any variance with terms and
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conditions of any order submitted. Acceptance of this Agreement by UUNET may be
subject, in UUNET's sole discretion, to completion of a satisfactory credit
check with respect to Customer.
18.2 This Agreement shall be governed by and constructed in accordance with
the laws of the Commonwealth of Virginia, irrespective of its choice of law
principles. Any action arising hereunder shall be brought in either the state or
federal courts for the County of Fairfax, Virginia, and each of the parties
shall submit itself to the jurisdiction of such courts for purposes of any
action and waives any rights to removal and change of venue.
I HAVE READ AND AGREE TO THESE CO-LOCATION TERMS AND CONDITIONS
Signature: /s/ Customer Name: Greenfield Online, Inc.
---------------------------
Printed Name: Xxxx Xxxxxx Customer Address: 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Title: President +CEO
Date: May 29, 1998
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