Gridzones Colocation Agreement

This document shall comprise a complete and binding agreement between Client and GridZones only upon execution by GridZones and Client of a Colocation Schedule pertaining to the Data Center in which GridZones has a leasehold interest.

License to Colocation

This document shall comprise a complete and binding agreement between Client and GridZones only upon execution by GridZones and Client of a Colocation Schedule pertaining to the Data Center in which GridZones has a leasehold interest. The Colocation Schedule, and any amendments thereto, when dated and subscribed by Client and GridZones shall incorporate the terms and conditions of this Agreement. In the event of any conflict or inconsistency between this Agreement and the terms set forth in this Colocation Schedule, terms of the Colocation Schedule shall in all cases prevail.

GridZones provides the use of secure, reliable, state-of-the-art colocation facilities and internet access in Seattle ("Premises"). The servers used for the Client website will be situated in a secure, locked equipment cabinet contracted by GridZones within these facilities. Infrastructural equipment is owned and operated by GridZones. This includes a secure firewall/router, high speed ethernet switch, terminal server, tape backup system, administrative server, Un-interruptible Power Supply and various other equipment as needed to support general operations and administration.

The Colocation Schedule will be in force on a month to month basis commencing on the date the Server is connected.

The Server will be placed at the Premises described above. In the event that GridZones requires that the equipment be moved from that location to another GridZones facility, GridZones. will cover the cost of such relocation. Such cost to be limited to the actual costs of physically moving the hardware only. Client agrees that there could be downtime during this transition.

The above considerations are dependent on the following stipulations:

  1. Customer owned equipment ("Equipment") may be installed ("colocated") within the Premesis.
  2. Client shall utilize the Premises only for interconnection of the Equipment to the network services of GridZones.
  3. Client shall be required to maintain the Premises in an orderly manner and shall be responsible for the removal of trash, packing cartons, etc. from the Premises. Further, Client shall maintain the Premises in a safe condition, including but not limited to the preclusion of storing combustible materials in the Premises.
  4. Client acknowledges that it has been granted only a license to occupy the Premises and that it has not been granted any real property interests in the Premises.
  5. GridZones is providing the Services solely for Client's use and is not under any obligation to monitor or police such use. Customer will be the primary operator and will obey and adhere to all applicable laws, rules, regulations, and guidelines concerning use of the Services in all circumstances.
  6. GridZones is not responsible for any loss or damage, or any losses caused as a result of the network being unavailable, or access to the server not being available.
  7. GridZones will provide maintenance service at any hour as deemed necessary. Client has the choice of providing his or her own support, or purchasing support on a 15 minute minimum basis from GridZones. After hours emergency maintenance service will be provided as requested. There is 1 free support hour, per month, included in this contract. During these scheduled and emergency maintenance periods, the Services may be unavailable. Client agrees to cooperate with GridZones during the scheduled and emergency maintenance periods.
  8. GridZones will attempt to correct any outage, at no charge, if the result of a GridZones problem. If Client caused an outage, which requires GridZones assistance, normal hourly rates apply. GridZones will make every effort to accommodate emergency service. Emergency service is on a first come first served basis. General administrative duties (updating necessary software and security features) will be provided at a rate described later in this document and are not considered emergencies.
  9. GridZones will provide to Client the Internet Connectivity, IP Addresses and Internet Traffic services (collectively, the "Bandwidth Services"), as specified in Table 2 of Exhibit B (as amended by the parties from time to time). GridZones will provide Bandwidth Services in accordance with this Agreement, including the Service Level Agreement contained herein. GridZones will have the right, but not the obligation, without prior notice, to monitor online conduct and communications, in order to verify compliance with this Agreement and applicable law. The security for transmissions made using the Bandwidth Services is the responsibility of Client. Client's sole remedy for any interruption of Bandwidth Services will be to receive refunds in accordance with the Service Level Agreement.
  10. Use of the Services is at Client's sole risk. GridZones is not responsible for files and data residing on Client's account or server(s). Client agrees to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on GridZones servers.
  11. Upon termination or expiration of the Term of this Agreement, unless prohibited by GridZones as permitted by this Agreement, Client will remove the Equipment from the Premises. Unless the Parties otherwise agree in writing, in the event the Equipment has not been removed within 5 days following the termination or expiration, GridZones will have the right to remove, relocate, or otherwise store the Equipment at Client's expense without liability to Client. If after 30 days of such storage by GridZones Client has not retrieved the Equipment and paid any indebtedness owing to GridZones, then GridZones may exercise all the rights and remedies of a secured party under applicable law including, without limitation, GridZones may sell the Equipment to third parties and use the proceeds of such sale to satisfy any such indebtedness as well as any costs (including reasonable legal fees) incurred by GridZones in exercising any remedy under this Agreement.
  12. As continuing security for the obligations of Client to GridZones as set out in this Agreement, Client hereby grants to GridZones a security interest in the Equipment of Client now located or hereafter located on the Premises and all proceeds there from in the event of a disposition thereof in accordance with the terms of this Agreement.
  13. Client represents and warrants that it either owns all Equipment or has all necessary rights to locate Equipment in the Premises.
  14. Client has read, understands and agrees to GridZones' Terms of Services Agreement at: http://www.gridzones.com/termsofservice/

Colocation Services

  1. Rack Rental Space. GridZones will rent to Client up to 2U (6" vertical) space within an industry standard 19" rack. The Rack will be located in GridZones' facility, Client agrees that any equipment listed in Exhibit A will reside in the Facility and that GridZones retains all ownership to all other equipment and facilities not specifically listed in this Exhibit A hereby incorporated into this Agreement by reference.
  2. Power. GridZones will provide Client with access to power for two 120 volt power plugs.
  3. Remote Hands and Escort. GridZones will provide Client with an Emergency Number and, in each case, a minimum of one (1) hour notice from Client to GridZones via the Emergency Number, an Escort and Remote Hands Assistance. In no event whatsoever will Client be permitted access to the Facility without GridZones personnel escorting Client.
  4. Scheduled Maintenance. GridZones will conduct routine scheduled maintenance of the Facility and any rented network servers according to the maintenance schedule posted on GridZones' Web Site. In the event a critical maintenance situation arises, GridZones may be required to perform emergency maintenance at any time. During these scheduled and emergency maintenance periods, Client's equipment may be unable to transmit and receive data and Client may be unable to access the equipment. Client agrees to cooperate with GridZones during the scheduled and emergency maintenance periods.

Bandwidth Services

GridZones will provide to Client the Internet Connectivity, IP Addresses and Internet Traffic services (collectively, the "Bandwidth Services"), as specified (and as amended by the parties from time to time). GridZones will provide Bandwidth Services in accordance with this Agreement, including the Service Level Agreement contained herein. GridZones will have the right, but not the obligation, without prior notice, to monitor online conduct and communications, in order to verify compliance with this Agreement and applicable law. The security for transmissions made using the Bandwidth Services is the responsibility of Client. Client's sole remedy for any interruption of Bandwidth Services will be to receive refunds in accordance with the Service Level Agreement. Client agrees to defend, indemnify and hold harmless GridZones and its officers, directors and employees (collectively, the "Indemnities"), from any and all liabilities, costs and expenses, including reasonable legal fees, related to or arising from any action or claim by a third party against the Indemnities asserting an intellectual property right violation or any other third party claims which concern Client's (or its clients') use of the Bandwidth Services (including without limitation transmission of any message, information, software or other materials, or service interruptions).