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Co-location and Bandwidth Services Agreement
This Co-location and Bandwidth Agreement (the "Agreement") by and between:
PEER 1 NETWORK, INC. TeliPhone inc.
"Peer 1" "Customer"
Address: 1600 - 555 West Hastings Address: ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Contact: ▇▇▇▇-▇▇▇▇▇▇▇▇▇ Forget Contact: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇
This Agreement (which includes and incorporates by reference Schedule 1 attached
and any Service Agreement Addendums) sets forth the terms under which the
parties agree that Peer 1 will provide certain services to Customer according to
the following specifications:
GENERAL TERMS AND CONDITIONS
1. Services. Supplier agrees to supply the Services in accordance with the
terms of this Agreement. Customer agrees to receive the Services from
Supplier in accordance with the terms of this Agreement.
2. Other Services. Upon written request by Customer, Peer 1 may at its
option, provide Customer with technical and nontechnical support, such as
equipment reboots, troubleshooting, DNS and other support ("Other
Services"), in connection with Customer's use of the Customer Space and
Bandwidth Services. Unless the parties agree otherwise, Customer will pay
for such Other Services in accordance with the Technical Support Services
section of this Agreement.
3. Term. The Term of this Agreement will commence five (5) days after the
"Effective Date" from Schedule 1 or the day the Customer connects to Peer
1 Network, whichever is first, and will continue thereafter for the Term
specified in the Service Table, unless terminated by either party as
permitted by this Agreement. This contract shall automatically renew for a
period of subsequent one (1) year periods unless written notice is
provided by either party to the other at least 60 days prior to the
expiration date, in which case the contract will expire on said expiration
date.
4. Payment.
4.1 Customer will pay Peer 1 the One-Time Install Fees and Recurring
Monthly Fees specified in the Service Table, as well as any
charges for Other Services and the cost (on an estimated or
actual basis) of supplying electrical power to the Customer
Space in excess of 3.75 amps for octals, 7.5 amps for quarter
cabinets, or 15 amps for half, full or custom cages (the
"Additional Power"). Upon 30 days or greater written notice
prior to the end of the Term, Peer 1 may change any fees payable
under this Agreement. Customer will pay all taxes levied against
or upon the services stipulated in the Service Table (as amended
by the parties from time to time) or otherwise provided by Peer
1 under this Agreement (not including taxes based on Peer 1's
income).
4.2 All One-Time Install Fees will be payable in advance. All
Recurring Monthly Fees will be payable monthly in advance.
Monthly Fees for Internet Traffic and charges for Other
Services, which are not billed as Recurring Monthly Fees, will
be payable monthly in arrears.
4.3 Except for the First Payment shown in the Service Table, which
must be paid by Customer to Peer 1 before commencement of the
Term, all amounts will be payable on the 15th of the month in
which an invoice is received, which invoices will be issued on
the first day of each month. Customer will pay by pre-authorized
payment to a Customer credit card, or by cheque of immediately
available funds remitted to Peer 1 at the address set forth
above.
4.4 Any payment not made when due will be subject to interest of two
percent (2%) per month compounded monthly (equivalent to a
yearly interest rate of 26.86%).
4.5 If Customer's traffic usage fails to meet or exceed the amount
specified as the Minimum Commitment in the Bandwidth Pricing
section of the Service Table of this Agreement, Customer will be
billed for the amount of the Minimum Commitment.
4.6 Peer 1 reserves the right to require a security deposit, the
amount of which is based upon one (1) month's estimated or
current usage.
5. Termination. Either party may terminate this Agreement on 30 days written
notice, if the other party becomes the subject of any voluntary
proceedings under any bankruptcy or insolvency laws, or becomes the
subject of any involuntary proceedings under any bankruptcy or insolvency
laws which are not dismissed or withdrawn within 60 days after filing.
Peer 1 may terminate this Agreement on 30 days written notice if the
Customer commits a material default (which will include without limitation
any failure to make any payment when due) and fails to rectify such
default within 10 days after being given notice ofsuch default by the
other party.
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6. If Customer is in Default. If Customer is in default of any of its
obligations under this Agreement, then Peer 1 may in its sole discretion
do any or all of the following: (i) without notice suspend access to the
Customer Space or the Premises, (ii) if Customer's default is non-payment
of any sums due to Peer 1, exercise all the rights and remedies of a
secured party under applicable law including, without limitation, with the
minimum notice (if any) required by law, Peer 1 may seize the Equipment
and sell the Equipment to third parties in satisfaction of any Customer
indebtedness owing to Peer 1 as well as any costs (including reasonable
legal fees) incurred by Peer 1 in exercising any remedy under this
Agreement, and (iv) if Peer 1 terminates this Agreement in accordance with
Section 5, after such termination is effective, remove the Equipment from
the Customer Space, store the Equipment at another location at Customer's
expense, and license the Customer Space to a third party.
7. Credit Authorization. Customer hereby authorizes Peer 1 and gives consent
to Peer 1 under applicable privacy laws for Peer 1 to obtain credit
information and bank and other financial references regarding Customer for
the purposes of assessing Customer's credit worthiness, and Customer will
promptly execute and deliver to Peer 1 such further documents and
assurances and take such further actions as Peer 1 may from time to time
reasonably request in order to carry out the intent and purpose of this
Section.
8. Limitation of Liability. CUSTOMER ACKNOWLEDGES THAT PEER 1 PERMITS OTHER
LICENSEES TO INSTALL THEIR EQUIPMENT IN THE PREMISES. PEER 1 WILL HAVE NO
LIABILITY FOR ANY DAMAGES, COSTS, OR LOSSES INCURRED BY CUSTOMER (OR ITS
CLIENTS) CAUSED BY SUCH OTHER LICENSEES' ACTS, EQUIPMENT, OR FAILURES TO
ACT. THE LIMIT OF PEER 1'S LIABILITY IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR BY STATUTE OR OTHERWISE TO CUSTOMER (OR ITS CLIENTS)
CONCERNING PERFORMANCE OR NONPERFORMANCE IN ANY MANNER RELATED TO THIS
AGREEMENT, FOR ANY AND ALL CLAIMS WILL NOT, IN THE AGGREGATE, EXCEED THE
TOTAL FEES PAID BY CUSTOMER TO PEER 1 UNDER THIS AGREEMENT IN THE
IMMEDIATELY PRECEDING 2 MONTHS FROM THE DATE THE CLAIM AROSE. IN NO EVENT
WILL PEER 1 BE LIABLE FOR ANY LOST PROFITS, SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.
9. Force Majeure. Neither party will be liable for any delay, interruption or
failure in the performance of its obligations if caused by acts of God,
war, declared or undeclared, fire, flood, storm, slide, earthquake, or
other similar event beyond the control of the party affected ("Force
Majeure"). If any Force Majeure occurs, the party claiming the Force
Majeure will promptly notify the other. The party claiming the Force
Majeure will use commercially reasonable efforts to eliminate or remedy
the Force Majeure. This Section will not apply to excuse a failure to make
any payment when due.
10. Reselling. Upon prior written approval of Peer 1 which will not be
unreasonably withheld or delayed, Customer in the normal course of its
business may resell to its clients use (subject to all the terms of this
Agreement) of the Customer Space and Bandwidth Services provided by Peer 1
to Customer pursuant to this Agreement, except that Customer will not
allow such clients to interconnect with other users in the Premises. Such
clients will be deemed to be Customer's contractors to the extent they or
their representatives are present at the Premises. Customer will act as
the single point of contact with Peer 1 with respect to Customer's
clients. Customer will remain responsible for all fees or other costs
under this Agreement incurred by Customer's clients, both with or without
the consent of Customer. Customer either will cause such clients to be
covered by Customer's insurance coverages as required by this Agreement or
will cause such clients to obtain such insurance independently. Any act or
omission of any such client that would be a breach of this Agreement if
committed by Customer will be deemed a breach of this Agreement by
Customer. Customer agrees to defend, indemnify and hold harmless Peer 1,
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 (i) any act or
omission of any such client that would be a breach of this Agreement if
committed by Customer, and (ii) any claim by any such client arising from
use of the Premises, services provided by Peer 1 under this Agreement or
otherwise from performance or non-performance by a party in any manner
related to this Agreement.
11. Miscellaneous.
11.1. Notices. Every notice, approval, request, authorization,
direction or other communication under this Agreement will be
given in writing to the party at the address first set forth
above for such party and will be deemed to have been delivered
and given for all purposes (i) on the delivery date, if
delivered personally; (ii) one business day after deposit with a
commercial overnight carrier, with written verification of
receipt, if sent by courier; (iii) upon completion of
transmission, if sent via facsimile with a confirmation of
successful transmission; and (iv) upon personal acknowledgement
by the recipient, if sent by email.
11.2. Compliance With Laws. Customer will comply with all applicable
laws, regulations, and ordinances.
11.3. Assignment. Customer may not assign this Agreement or any of its
rights or obligations or the license hereunder, without the
prior written consent of Peer 1. Peer 1 may assign its rights
and obligations under this Agreement to a Peer 1 affiliate,
without Customer's consent.
11.4. Survival. The provisions set forth in Sections 4, 6, 8, 9, 10
(indemnity obligations only), 11, 22, 23 and 26 (indemnity
obligations only) of this Agreement will survive termination or
expiration of this Agreement.
11.5. Reservation of Rights. Peer 1 reserves all rights not
specifically granted herein.
11.6. Entire Agreement. This Agreement supersedes all previous
Agreements and Service Agreement Addendums between the parties.
This Agreement, the Schedule, and any subsequent Service
Agreement Addendums constitute the entire agreement between the
parties regarding the subject matter hereof and supersede all
proposals and prior discussions and writings between the parties
with respect thereto. EXCEPT AS SPECIFICALLY PROVIDED IN THIS
AGREEMENT, PEER 1 MAKES NO REPRESENTATION, WARRANTY OR
CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES ALL
IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR
A PARTICULAR PURPOSE OR TITLE OR NONINFRINGEMENT AND THOSE
ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF
DEALING OR USAGE OF TRADE.
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11.7. Modifications. This Agreement may not be altered, amended or
modified, except in writing signed by both parties.
11.8. No Waiver. No failure or delay in enforcing any right or
exercising any remedy will be deemed a waiver of any right or
remedy.
11.9. Severability and Reformation. If any portion of this Agreement
is determined to be or becomes unenforceable or illegal, such
portion will be reformed to the minimum extent necessary in
order for this Agreement to remain in effect in accordance with
its terms as modified by such reformation.
11.10. Remedies not Exclusive. The remedies available to the parties
under this Agreement are cumulative and not exclusive to each
other, and any such remedy will not be deemed or construed to
affect any right which either of the parties is entitled to seek
at law, in equity or by statute.
11.11. Relationship. The relationship of Peer 1 to Customer will be
that of an independent contractor, and neither Peer 1 nor any
employee of Peer 1 will be deemed to be an agent or employee of
Customer.
11.12. Choice of Law and Attornment. This Agreement will be governed
and interpreted by the laws of the jurisdiction where the
Premises are located, without regard to its conflicts of law
provisions. The parties hereby irrevocably and unconditionally
attorn to the non-exclusive jurisdiction of the courts of the
jurisdiction where the Premises are located, and all courts
competent to hear appeals therefrom.
11.13. Further Assurances. Each of the parties will promptly execute
and deliver to the other at the cost of the other such further
documents and assurances and take such further actions as the
other may from time to time request in order to more effectively
carry out the intent and purpose of this Agreement and to
establish and protect the rights, interests and remedies
intended to be created in favour of the other.
11.14. Liens and Encumbrances. Customer (and its clients) will not have
the power, authority or right to create and will not permit any
lien or encumbrance, including without limitation, tax liens,
mechanics' liens, builders liens or other license or
encumbrances with respect to work performed, in connection with
the Equipment or use of the Customer Space.
11.15. Language. This Agreement and all related documents have been
drawn up in English at the mutual request of the parties hereto.
La presente convention et tous documents y afferents ont ete
rediges en anglais a la demande mutuelle des parties aux
presentes.
CO-LOCATION TERMS AND CONDITIONS
12. Grant of License. Subject to the terms of this Agreement, Peer 1 hereby
grants to Customer, as of the Effective Date, a nonexclusive license to
install, operate, replace, remove and maintain communications equipment,
cabling, connections, associated hardware and accessions (the "Equipment")
in the Co-location Space specified in the Service Table (the "Customer
Space"), in the Premises during the Term. The license granted in this
Agreement is a license of space only, and does not create an ownership
interest or property rights of any nature in Peer 1's real or personal
property.
13. Installation and Requirements. Customer will be responsible for the
delivery and installation of the Equipment and the connection of the
Equipment to telecommunications lines and power. Except with Peer 1's
prior written approval and subject to the terms of this Agreement,
Customer may only install or remove Equipment upon reasonable prior
written notice to Peer 1 and during business days between 8:00 a.m. and
5:00 p.m. Customer will only install or place Equipment in the Customer
Space. Peer 1 reserves the right to approve of Customer's technicians and
other contractors. During the Term of this Agreement, Customer will
immediately notify Peer 1 of any space, power or other requirements
associated with the installation or operation of the Equipment. Peer 1
will have no duty to monitor, maintain or care for the Equipment.
14. Maintenance and Use of Premises. Customer, at its own cost and expense,
will protect, maintain and keep in good order the Customer Space and any
Equipment in such space. Customer will ensure that neither Customer nor
its employees, agents, contractors or invitees damage any part of the
Premises or any property located in or about the Premises, or interfere,
or allow the Equipment to constitute a hazard to or to interfere with,
Peer 1 or any other user of the Premises or any equipment owned or used by
Peer 1 or any other user of the Premises. Customer will not make any
alterations or installations of any kind to the Premises without the prior
written consent of Peer 1.
15. Immediate Threats. If, in the determination of Peer 1, acting reasonably,
the Equipment poses an immediate threat to the physical integrity of the
Premises or the physical integrity or performance of the equipment of Peer
1 or any other user of the Premises, or poses an immediate threat to the
safety of any person, then Peer 1 may perform such work and take such
other actions that it may consider necessary without prior notice to
Customer and without liability for damage to the Equipment or for any
interruption of Customer's (or its clients') businesses. As soon as
practicable after performing such work, Peer 1 will advise Customer in
writing of the work performed or the action taken.
16. Intervention. If any part of the Equipment is not placed and maintained in
accordance with this Agreement, and Customer fails to correct the
violation within 7 days after receipt of written notice thereof from Peer
1, then Peer 1 may, at its option, without further notice to Customer,
correct the deficiency at Customer's expense without liability for damages
to the Equipment or interruption of Customer's (or its clients')
businesses. As soon as practicable thereafter, Peer 1 will advise Customer
in writing of the work performed or action taken. Customer will
immediately reimburse Peer 1 for all expenses reasonably incurred by Peer
1 associated with any work or action performed by Peer 1 with respect
thereto.
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17. Relocation. Customer will, at Peer 1's expense, relocate the Equipment to
other space within the Premises upon Peer 1's written request and within
15 days of such request.
18. Periodic Inspections. Peer 1 reserves the right (upon reasonable prior
notice to Customer) to make periodic inspections of any part of the
Customer Space or Equipment; provided that Customer will have the right to
have one or more of its employees or representatives present during any
such inspection.
19. Insurance. Customer will maintain, at Customer's expense, during the Term
of this Agreement for the Premises (i) Comprehensive General Liability
Insurance protecting Peer 1 as an additional insured in an amount not less
than one million dollars ($1,000,000.00) per occurrence for bodily injury
or property damage, and (ii) Worker's Compensation coverage in an amount
not less than that prescribed by statutory limits. Immediately upon
commencement of the Term and thereafter upon Peer 1's request, Customer
will provide Peer 1 with certificates of insurance or other satisfactory
evidence that the insurance required in this Section has been obtained.
Under no circumstances will Peer 1 be obligated to provide insurance
coverage for any Customer Equipment in the Premises.
20. Access. Subject to the terms of this Agreement and compliance with payment
terms under Item 4.3, Customer will have unrestricted access to the
Premises during the Term. Customer will cause its employees, agents,
contractors or invitees who have access to the Premises to conform to all
Peer 1 rules and regulations (as amended by Peer 1 from time to time).
Failure to comply with the payment terms may result in denial of access as
set forth in Item 6.
21. Co-location facility Rules and Regulations. Peer 1 may vary these rules
and regulations from time to time in its sole discretion, and Customer
will comply with all other reasonable security requirements that Peer 1
may impose from time to time, provided that Customer has been given 30
days notice in writing.
21.1. All Customer employees, agents, contractors or invitees
("Customer Persons") having access to the Premises must be
approved by Peer 1. Approval by Peer 1 does not release Customer
from its responsibilities pursuant to this Agreement, nor by
approving such Customer Persons does Peer 1 waive its right to
be indemnified by Customer.
21.2. Customer must provide Peer 1 with particulars, including a
current photograph of each Customer Person, before that Customer
Person is given access to the Premises
21.3. No more than three Customer Persons will be authorized to have
access to the Premises at any time.
22. Removal of Equipment. Upon termination or expiration of the Term of this
Agreement, unless prohibited by Peer 1 as permitted by this Agreement,
Customer 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, Peer 1 will
have the right to remove, relocate, or otherwise store the Equipment at
Customer's expense without liability to Customer. If after 30 days of such
storage by Peer 1 Customer has not retrieved the Equipment and paid any
indebtedness owing to Peer 1, then Peer 1 may exercise all the rights and
remedies of a secured party under applicable law including, without
limitation, Peer 1 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 Peer 1 in exercising
any remedy under this Agreement.
23. Security. As continuing security for the obligations of Customer to Peer 1
as set out in this Agreement, Customer hereby grants to Peer 1 a security
interest in the Equipment of Customer now located or hereafter located in
the Customer Space and all proceeds therefrom in the event of a
disposition thereof in accordance with the terms of this Agreement.
24. Ownership of Equipment. Customer represents and warrants that it either
owns all Equipment or has all necessary rights to locate the Equipment in
the Premises.
25. Consent to Video Monitoring. Customer acknowledges, agrees and hereby
consents under applicable privacy laws that Peer 1 may monitor the
Premises by way of closed circuit television or other monitoring device
for the purposes of maintaining the safety and security of the Premises,
any equipment in the Premises, and any persons using or present in the
Premises from time to time.
BANDWIDTH TERMS AND CONDITIONS
26. Bandwidth Services. Peer 1 will provide to Customer the Internet
Connectivity, IP Addresses and Internet Traffic services (collectively,
the "Bandwidth Services"), as specified in the Service Table (as amended
by the parties from time to time). Peer 1 will provide Bandwidth Services
in accordance with this Agreement, including the Service Level Agreement
contained herein. Customer will comply (and will cause its clients to
comply as if those clients were the Customer) with the Acceptable Uses
Policy (as amended by Peer 1 from time to time) contained herein. Peer 1
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 Customer.
Customer's sole remedy for any interruption of Bandwidth Services will be
to receive refunds in accordance with the Service Level Agreement.
Customer agrees to defend, indemnify and hold harmless Peer 1, 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 Customer's (or its clients')
use of the Bandwidth Services (including without limitation transmission
of any message, information, software or other materials, or service
interruptions).
27. IP Addresses. Any IP Addresses allocated to Customer by Peer 1 must be
maintained by Customer in an efficient manner as deemed by ARIN and
utilized at 80% within 30 days of assignment by Peer 1 to Customer.
Failure to comply with this Section may result in the revocation of IP
Addresses by Peer 1 after five days notice to Customer.
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28. Traffic Billing.
28.1 For purposes of billing traffic is measured as of the last day
of each month.
28.2 Traffic is measured using MRTG.
28.3 Real-time access to MRTG data is available via a Web interface.
28.4 Traffic data is captured on the Peer 1 switch associated with
the customer connection.
28.5 All BGP customers will be charged based on the 95th percentile
method.
TECHNICAL SUPPORT AND SERVICES PRICING
Network Operations Support (remote hands)
Network Operations Support (8am - 5pm Mon - Fri) $100.00/hour billed in 15 minute increments
Network Operations Support (Outside Business Hours) $200.00/hour billed in 15 minute increments
Network Operations Support (remote hands)
Tape Back-up $50.00/month and $5.00/tape change during business hours
$50.00/ tape change weekends/holidays non-business hours
24 hr. systems monitoring $100.00/month/IP
Primary & secondary DNS $50.00/year/domain
Domain name changes $10.00/domain
Other
Additional Access Cards (key included) $50.00/card
ACCEPTABLE USES POLICY (AUP)
Customer agrees to use Bandwidth Services only for lawful purposes, in
compliance with all applicable law. Specific activities that are prohibited
include, but are not limited to:
o Threatening harm to persons or property or otherwise harassing behavior.
o Violating Canadian export control laws for software or technical
information.
o Misrepresenting or fraudulently representing products/services using
Customer's account.
o Transmission, distribution or storage of any material in violation of any
applicable law or regulation.
o Transmission, distribution or storage of any material protected by
copyright, trademark, trade secret or other intellectual property right
without proper authorization, and material that is obscene, defamatory, an
invasion of privacy or constitutes an illegal threat, or is otherwise
illegal.
o Facilitating, aiding, or encouraging any of the above activities, whether
using Peer 1's network or service by itself or via a third party's network
or service.
o Interference with a third party's use of Peer 1's network or service, or
ability to connect to the Internet or provide services to Internet users.
Email
Sending unsolicited email messages, including, without limitation, commercial
advertising and informational announcements, is explicitly prohibited. Customer
will not use another site's mail server to relay mail without the express
permission of the site. It is strictly forbidden to send out unsolicited email
from any other network that advertises, promotes or in any way points to a
location inside Peer 1 network. It is also strictly forbidden to be involved in
the distribution of tools designed for the aiding of Unsolicited Bulk
Email(UBE). A customer's connectivity may be terminated without delay if the
customer has been documented on a recognized SPAM abuse list or if the customer
has previously been denied access from another provider due to AUP violations.
System and Network Security
Customer is prohibited from utilizing Peer 1 services to compromise the security
or tamper with system resources or accounts on computers at the Premises or at
any third party site.
Specific activities that are prohibited include, but are not limited to:
o Use or distribution of tools designed for compromising security.
o Unauthorized access to or use of data, systems or networks, including any
attempt to probe, scan or test the vulnerability of a system or network or
to breach security or authentication measures without express
authorization of the owner of the system or network.
o Unauthorized monitoring of data or traffic on any network or system
without express authorization of the owner of the system or network.
o Deliberate attempts to overload a system and broadcast attacks.
o Forging of any TCP-IP packet header or any part of the header information
in an email or a newsgroup posting.
o Intentionally or negligently transmitting files containing a computer
virus or corrupted data.
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Violation
Peer 1, in its sole discretion, will determine what action will be taken in
response to a violation on a case-by-case basis. Violation of this AUP could
also subject Customer to criminal or civil liability. Peer 1 may block access at
the router level to Customer's Equipment involved. If Peer 1 believes, in its
sole discretion, that a violation of this AUP has occurred, such action may also
include, but is not limited to, temporary or permanent blocking of access to
Customer's Equipment, and the suspension or termination of Customer's services
under this Agreement. Peer 1 may involve and will also fully cooperate with law
enforcement authorities in investigating suspected lawbreakers.
Peer 1 reserves the right to modify this AUP at any time without notice.
Customer is responsible for all use of the Co-location Space and Bandwidth
Services by itself, its employees, agents, contractors, invitees and clients,
whether such use is with or without the consent of Customer.
SERVICE LEVEL AGREEMENT
Peer 1 Network has implemented a high-availability Internet Transit network
infrastructure, available within secure Co-location facilities. This has been
accomplished by the following:
1) All Customer connections make use of Cisco's HSRP (hot standby router
protocol)
2) Multiple upstream providers
3) Fully redundant OCn internal backbone network
4) All network devices have onsite spares
5) All key network components are monitored 24x7
Service Level Agreement Terms for Onsite Co-location Customers
Peer 1 will provide 100 % uninterrupted transit to the Internet to all
co-location customers who have purchased said service from Peer 1. Should
transit to the Internet become unavailable for a cumulative period up to one
hour in any one calendar month, Customer will receive a refund equivalent to one
day of Customer's pro-rated Recurring Monthly Fees for that month. Customer will
receive an additional refund of one day of the pro-rated Internet Connectivity
Recurring Monthly Fees for each additional hour, or portion thereof, of
unavailability. All refund calculations will be based on unavailability in
one-hour increments. The above agreement does not cover outages caused by
equipment and/or events not under the direct control of Peer 1 or caused by
individuals not directly employed by Peer 1. This Service Level Agreement does
not cover outages due to scheduled or emergency network and/or facility
maintenance, which will be broadcast to all customers in advance, and will not
exceed 20 minutes per month.
Any and all refunds to Customer will not exceed 50% of the Customer's Recurring
Monthly Fees for the month in which the refund is paid.
Performance Guarantee
Peer 1 will maintain its network in such a manner as to provide to all customers
the best possible performance to the Internet. In order to achieve this Peer 1
makes the following guarantees to all onsite Internet customers:
o 100% guaranteed uninterrupted transit to the Internet
o Zero packet loss internal to Peer 1 network
In addition to the above performance guarantees Peer 1 will take all possible
measures to insure all Customer traffic reaches its destination in a timely
fashion comparable and within reason to any other carrier in the area. These
measures include the manipulation of routing tables so as to direct traffic to
the Internet using its best possible upstream link.
By signing below, each party acknowledges that it has read, understands, and
agrees to the terms of this Co-location and Bandwidth Services Agreement.
Agreed to by:
PEER 1 NETWORK, INC. CUSTOMER
By: By:
----------------------- -----------------------
(Signature) (Signature)
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------- ---------------------------
(Name typed or printed) (Name typed or printed)
City Manager
--------------------------- General Manager - President
(Title) ---------------------------
--------------------------- (Title)
(Date) ---------------------------
(Date)
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SCHEDULE "1"
SERVICE TABLE
Company Name: TeliPhone inc.
Address: ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
General Company Number: ▇▇▇-▇▇▇-▇▇▇▇
Fax Number: ▇▇▇-▇▇▇-▇▇▇▇
Admin Contact (Name/Email/Phone): ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ / ▇▇▇-▇▇▇-▇▇▇▇
Technical Contact (Name/Email/Phone): ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /
▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ / 514-313-3432
Accounts Payable Contact (Name/Email/Phone): ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ / ▇▇▇-▇▇▇-▇▇▇▇
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Co-location and Bandwidth Services
Includes: 1 x 100 Mb port, 2 access cards, 2 keys
Standard Cages: UPS included; Custom Cages: UPS customer supplied
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Description Qty One-time Charges Monthly Recurring
Cage Type Custom cage 81s.f. + 2Mb 1 0.00$ 2 670.00$
Bandwidth commitment
Cross Connect/Cable Pull
Power
Additional Access Cards
Other
Subtotal: 0.00$ Subtotal: 2 670.00$
GST: 0.00$ GST: 186.90$
PST: 0.00$ PST: 214.27$
TOTAL A: 0.00$ TOTAL B: 3 071.17$
Total A + Total B = first First month's payment: N/A
month's payment due upon
signing of agreement
Premises: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
Currency : CAD
Term: 12 months
Invoice: By email at ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇
Customer's Scheduled Move-In Date ("Effective Date"): December 1st, 2005
Special Instructions:
o United American Corp, Inc. is responsible for this Co-location and
Bandwidth Services Agreement on the behalf of TeliPhone inc (it's wholly
owned subsidiary), and will take over the responsibility of this Agreement
in the event of TeliPhone inc. not being able to do so.
BANDWIDTH PRICING
Billing Method: 95th Percentile
Committed Traffic Commit Price
Commitment first 6 months 2 Mb traffic per month Included in monthly
fee of 2 670$
Transfer Rate in Mb No Commitment/BURST
2.01 - 25 $225/Mb
25.01 - 50 $200/Mb
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