Writing the Web Server Colocation Hosting Contract document
THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Company") and Company Name ("Customer"). The purpose of this Agreement is to set forth a long-term arrangement under which Company will provide Colocated Web Hosting and related services to Customer. "Colocation Space" shall mean the physical space that the Server Equipment occupies. "Premises" shall mean the physical structure or dwelling in which the Colocation Space exists.
"Server Equipment" shall mean all Customer-provided Servers or related equipment transferred to Company under this Agreement. "Connectivity" shall mean a connection between Server Equipment and the Internet that allows for the transmission of Data. "Data" shall mean all information, graphics, email, files, or any other objects, existing now or in the future that can be transmitted to, through, or from Server Equipment. "Unscheduled or Emergency Maintenance" shall mean all repairs, upgrades, maintenance, or tests that are not scheduled or about which Customer has not received prior notification.
In consideration of the mutual covenants set forth in this Agreement, Customer and Company hereby agree as follows:
Subject to the terms and conditions of this Agreement, Company will provide Colocation services for Customer subject to the following terms:
Length of service
Customer agrees to minimum twelve (12) month contractual term of service ("Term"). The length of contract required is based on the type of service desired by Customer and shall be determined solely by Company.
Service start date
The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Company receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
Renewal by Customer
This Agreement will automatically renew for successive six (6) or twelve (12) month Terms unless canceled in writing by Customer at least thirty (30) days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Customer indicates agreement to any Agreement revisions and price changes. Renewal fees for the following Term will be automatically invoiced to Customer's account.
Provisioning and Colocation Space
Company shall provide all accommodations relating to the operation of the Server Equipment, including electricity, premises security, bandwidth and connectivity to the Internet. The type of connectivity and level of service shall be set forth in the Specifications, attached hereafter as Exhibit B.
Access to Colocation Space
Customer shall have access to Colocation Space 24 hours a day, 7 days a week. All access is granted in accordance with Company's Data Center Security and Physical Access Policy, attached hereafter as reference any internal policy documents. Customer shall bear sole responsibility for any and all actions of Customer's employees, contractors, customers, authorized vendors, representatives, or any and all escorted persons.
Customer shall not allow unescorted persons access or entry to the Colocation space at any time.
Support options and related services shall be determined by the Specifications, attached hereafter as Exhibit B.
Performance expectations and guarantee of uptime and availability shall be determined by the Specifications, attached hereafter as Exhibit B. Allocation of Internet Protocol Addresses. Company shall assign or otherwise provide to Customer Internet Protocol Addresses (hereafter referred to as IP Addresses or IPs) pursuant to the Specifications.
IP Addresses assigned or provided to Customer are temporary designations and Company reserves the right to change or reassign IP addresses as needed. IP addresses shall remain the sole property of Company and are not transferable. End User pricing and Compensation. End User Pricing and Compensation is outlined on Exhibit A, attached, and is subject to change at the sole discretion of Company.
Terms of payment
Terms of payment are COD unless credit approval has been granted to Customer by Company. If credit approval has been granted, credit terms are net 10 days upon receipt of invoice. We reserve the right to revoke any credit extended if payment is in arrears for more than 30 days.
Proprietary information exchanged here under shall be treated as such by Customer. This information shall include, but not be limited to, the provisions of this Agreement, product and services information, and pricing. Customer further agrees to not decompose, disassemble, decode, or reverse engineer any Company program, code, or technology delivered to Customer, or any portion thereof.
Censorship of Data
Company will exercise no control whatsoever over the content of the information or Data passing through the system or data center.
Company makes no warranties or representations of any kind, whether expressed or implied, for the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of Data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Customer. Use of any information obtained by way of Company is at Customer's own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection.
Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.
Company may, from time to time, conduct routine repair, upgrades, maintenance or tests on any part of the Server Equipment, dependent or related systems or services located at Colocation Space. Company shall notify Customer of all scheduled maintenance in advance via email or phone. In the event of Unscheduled or Emergency Maintenance, Company shall make every effort to minimize the impact on Customer.
Customer shall be responsible for insuring all Server Equipment and shall hold Company harmless from all claims resulting out of damage, fire, or any other casualty or loss.
Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Company. In the event that Customer contemplates whole or partial sale of its business, ownership change, or change in jurisdiction, Customer shall notify Company by mail, facsimile, or email no less than sixty (60) days prior to the effective date of the event.
Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provision of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of Receiver, or the filing of any application by Customer seeking relief from creditors, 3) mutual agreement in writing by Company and Customer.
If legal proceedings are commenced to resolve a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees, as well as any costs or legal fees in connection with any appeals.
Customer shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Company directly or indirectly arising from or in connection with Customer's marketing or support services of the product or services, or the unauthorized representation of the product and services, or any breach of this Agreement by Customer.
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of State State. A failure by any party to exercise or delay exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power. The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety, and duly bind their respective principals by their signatures below.