Exhibit 10.4
CONTRACT BETWEEN
COLOSPACE, INC.
AND
SOUNDBITE COMMUNICATIONS
FOR
COLOCATION SERVICE
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
JUNE 30, 2004
ColoSpace, Inc.
COLOCATION SERVICE AGREEMENT
BETWEEN
COLOSPACE, INC.
AND
SOUNDBITE COMMUNICATIONS
This Agreement dated July __________, 2004, between ColoSpace, Inc. (ColoSpace)
of ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ and
Soundbite Communications of ____________________________________________________
concerns the provision of professional and technical services. References to
"provider" within this document refer to ColoSpace; references to "client"
within this document refer to Soundbite Communications.
The parties agree to the following:
TERMS AND CONDITIONS
The following terms and conditions govern ColoSpace's provision of Colocation
Services to the client.
1. If the services are, or become subject to, a Tariff filed with the Federal
Communications Commission or any other regulatory institution ('Tariff'),
the terms and conditions of such Tariff, including rates, shall govern the
Client's use of the services.
2. Without ColoSpace's approval, which will not be unreasonably withheld, all
rights of the Client's account are not transferable and are subject to the
limitations set by ColoSpace, provided those limitations are reasonable and
are provided in advance to the Client.
3. Client agrees to indemnify ColoSpace against all liability for use of
Client's account, except for any acts of Negligence or willful misconduct
by a ColoSpace employee.
4. Client will pay any monthly fees, extra time charges, and other charges
incurred by the client or its designated users at the rates in effect for
the billing period in which those charges are incurred. Client shall pay
all applicable sales and use taxes relating to its use of the ColoSpace's
system.
5. Except for the provisions in Attachment B titled Service Level Agreement,
Client expressly agrees that use of the service, which includes the
contents hereof, and any storage or use of information, is at the Client's
sole risk. Neither ColoSpace nor any of its employees warrant that the
service will be uninterrupted or error free; the service is provided on an
'as is' basis without warranties of any kind, either expressed or implied.
Neither ColoSpace nor anyone else involved in creating, producing, and
delivering the service shall be liable for any direct, indirect,
incidental, or consequential damages arising out of use of the service or
inability to use the service or out of any breach of any warranty. The
provisions of this paragraph will survive any termination of this
agreement.
6. Client will not assign nor in any manner transfer its interests in this
Agreement without the prior written consent of the other party, except to a
subsidiary or successor corporation.
7. No publicity or press release will be released by either party in
connection with the Agreement without prior written approval of the other
party.
8. This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts and the Federal Communications
Commission.
9. The contract term for this Agreement is 12 months from the date of signing.
After the initial Twelve (12) month term period this pricing will remain
the same and will go into a month to month agreement. All charges will
remain the same in the Month to Month period as in the 12 Month Term period
and the same terms and conditions will apply unless either party notifies
the other in writing at least 30 days prior to the desired cancellation
date.
10. Client will carry insurance on client-owned equipment located on ColoSpace
premises for the replacement value of such equipment.
11. Recurring charges will be billed on a monthly basis five (5) days prior to
the month of service to be provided, with net 15-day payment terms. One
time charges first month and last month charges are due upon execution of
this contract and prior to moving into the data center
12. Services Outline: ColoSpace will provide the following services, at its
Colocation Facility, located at
_____ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
_____ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
_____ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
X ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A. _____ One quarter of a equipment cabinet (space is 10 U's)
_____ One half a secure cabinet (space is 20 U's)
_____ One full standard equipment secure cabinet (space is 40 U's)
70 Square Feet of Data Center Space
B. Minimum of 1 Mbps committed information rate (CIR) on a shared 100
Mbps Internet feed. Client is responsible for bandwidth charges over 1
Mbps per month at a rate of $600.00 per Mbps in 1 Mbps increments.
Bandwidth usage is calculated by peak usage at the 95th percentile.
C. Provide 24x7 access, electric power, network connections und
monitoring
D. Provide Secondary DNS service for client's domains
13. Client agrees that ColoSpace shall not be held liable for any loss or
damages incurred due to downtime of the above referenced Internet service
being provided by Verizon, MFS Datanet, MCI, Conversent Networks, C2C
Fiber, NEON Communications and InterNAP.
14. ColoSpace is not responsible for any dial-up or other TELCO services
ordered by Client. Client will obtain, procure, and otherwise contract for
these services on its own and separate from this contract.
15. Consulting services provided by ColoSpace and associated with this contract
will be billed at a flat hourly rate of $150.00 per hour and in 1/2 hour
increments. Such services will only be provided if a written letter of
request or signed purchase order is received by ColoSpace from Client.
Charges will not be assessed against time which is comprised of repair or
correction of interruption of services outlined in this contract and it's
attachments.
16. The monthly Colocation fee minimum base rate is $3,100.00 per month, as
outlined in Attachment C. Monthly Colocation fees are payable in advance,
as long as this agreement is in effect. If payment is not received by the
15th day of the month, ColoSpace reserves the right to suspend service.
Payment can be made via check or credit card (Attachment A)
17. To activate service a deposit of the first and last month (security
deposit) colocation fees are due, along with any one-time set-up fees
described in Attachment C. This fee also covers IP addresses, switch
set-up, domain transfer, and testing/technical services, electrical
connections and (1) security access badge, additional badges or replacement
badges are $100.00 each.
Total amount due to a activate the service is $7,950.00
If client installs their equipment before the 15th of the month they are
responsible for a full months fee if they install on the 15th of the month
or after they will be responsible for 50% of the space rental and a full
month's fee for all other services.
18. Cross connect fees are as follows : Pots Line - $20./month
ISDN Line - $30./month
T-1 Circuit - $80./month
T-3 Circuit - $200./month
22. Attachments A, B, C and D are part of this agreement.
COLOSPACE, INC. SOUNDBITE COMMUNICATIONS
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------- ----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President Title: Operations Manager
10/9/04 7/21/04
Date Date
ATTACHMENT A
CREDIT CARD AUTHORIZATION
I, _____________________________ explicitly authorize ColoSpace, Inc. to ▇▇▇▇ my
credit card, information listed below, for recurring or one-time fees as
applicable. Such charges will only be in association and compliance with the
terms and services outlined in this contract and its attachments.
Credit cards are processed on the first business day of each month.
Credit Card Number: __________________________________________________
Card Type: __________________________________________________
(MC, Visa, Discover, Amex)
Expiration Date: __________________________________________________
Name as Appears on Card: __________________________________________________
Mailing Address: __________________________________________________
(Where the ▇▇▇▇ is sent) __________________________________________________
__________________________________________________
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Signature Date
ATTACHMENT B
COLOSPACE, INC. PROVIDES THE FOLLOWING SERVICES AS PART OF THIS CONTRACT:
DATA CENTER SPACE:
License to use data center space, either rack space, cabinet or a private caged
area. The space will include all required electricity, IP addresses and DNS
service for the customer. All of the above is included in the monthly data
center charges.
SERVICE LEVEL AGREEMENT (SLA):
ColoSpace, Inc. will provide the required amount of bandwidth on a shared 45
Mbps Internet feed for the monthly bandwidth charges. ColoSpace, Inc. guarantees
100% availability to the Internet. If packet loss over our chosen routes reaches
100% during any hour over a one-month period all eligible ColoSpace, Inc.
customers will receive a credit equal to one day of their monthly bandwidth
charges on their monthly ▇▇▇▇. Network availability to the Internet will be
calculated by averaging measurements between points located in various
represented geographies by ColoSpace, Inc. during a one-month period.
RENTAL OF THE DATA CENTER SPACE INCLUDES THE FOLLOWING:
POWER:
Our facility is served by a telco-grade power feed from the utility company and
is protected from power surges. Our power supply has a diesel generator
supporting the data center in the event of a power failure. Clients are
responsible for their own UPS to cover the 20-30 seconds between power failure
and full generator power. Both -48 volt DC and 110 volt AC power is available.
ENVIRONMENTAL CONTROLS:
Our data center has a fully redundant ▇▇▇▇▇▇▇ HVAC system - maintaining
temperature and humidity to rigid standards. Systems are monitored 24x7.
FIRE DETECTION AND SUPPRESSION:
Our facility is equipped with electronic smoke and fire detectors monitored
24x7. Our facility is also equipped with a pre-action dry sprinkler system.
SECURITY AND ACCESS:
Physical security and access is provided by security guards on duty 8AM - 5PM
Monday - Friday and by access keys and security badges nights and weekends.
Proximity cards are used to limit access to authorized personnel. In addition,
video cameras record activity 24x7.
NETWORK DESIGN AND BACKBONE:
ColoSpace, Inc. utilizes InterNAP connectivity from our facility in Somerville,
MA. Six tier-one providers have fiber installed into the facility, connecting
their networks. A list of the providers is supplied for reference:
Cable and Wireless Sprint
Genuity Verio
Global Crossing WorldCom/UUNet
FIBER CARRIERS WITHIN THE MANCHESTER DATA CENTER:
Verizon: OC-48
MCI/Worldcom: OC-24
SERVICE LEVEL AGREEMENT (SLA):
ColoSpace, Inc. guarantees 100% availability to the Internet. If packet loss
over our chosen routes reaches 100% during any hour over a one-month period all
eligible ColoSpace, Inc. customers will receive a credit equal to one day of
their monthly bandwidth charges on their monthly ▇▇▇▇. Network availability to
the Internet will be calculated by averaging measurements between points located
in various represented geographies by ColoSpace, Inc. during a one-month period.
ATTACHMENT C
SERVICE AND PRICING SCHEDULE
COLOSPACE, INC.
DATA CENTER SPACE AND BANDWIDTH
SOUNDBITE COMMUNICATIONS
JUNE 30, 2004
COLOCATION SPACE RENTAL: $1,500.00 $2,100.00
70 Sq/ft private cage of data center space in our ($30.00 per sq/ft)
carrier-grade data center environment in
Manchester, NH. In addition, this item includes
24x7 secure access and 3-20 Amp outlets. Includes
the purchase of 2 white broadwing cabinets that
are currently at the Manchester facility, a
$1,200.00 value.
1 Additional 20 Amp outlet $250.00 $150.00
BANDWIDTH: -0- $600.00
1Mbps of dedicated bandwidth. This item includes
IP addresses and DNS if required. Bandwidth is
delivered on redundant burstable 45 Mbps
connections. Bandwidth is guaranteed to have 100%
uptime.
Additional bandwidth is $600 per meg in 1 meg
increments.
OTHER SERVICES: -0- $250.00
Cross Connect fees for private lines if (for up to 5
required: cross connects)
Pots Line - $20.00 per month
ISDN Line - $30.00 per month
T1 Circuit - $80.00 per month
T3 Circuit - $200.00 per month
Additional security badges - a one time fee of
$100 each
SET-UP FEES MONTHLY COST
TOTAL $1,750.00 $3,100.00
SET-UP FEE COVERS THE FOLLOWING:
- RACK OR CABINET INSTALLATION AND SET UP
- INSTALLATION OF ELECTRICITY REQUITED
- IP ADDRESSES
- SWITCH SET UP
- DOMAIN TRANSFER
- EQUIPMENT SET UP AND CONFIGURATION
- 2 SECURITY ACCESS BADGES (ADDITIONAL BADGES COST $100 EACH)
- TESTING AND TECHNICAL SERVICES DURING INSTALL
UPON CONTRACT SIGNING, SET UP FEE, FIRST MONTH AND LAST MONTH (SECURITY DEPOSIT)
ARE DUE.
Attachment D
COLOSPACE NEW CUSTOMER FORM
Company Name: Sound Bite Communications, Inc.
Physical Address: ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Web Site: ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
Customer Start Date: 11/15/04
Billing Address: Same
______________________
Billing Contact: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ___________________________
PRIMARY TECHNICAL CONTACT:
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇
Cell Phone: ▇▇▇-▇▇▇-▇▇▇▇
Email Address: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
SSN/Dr. Lic#: ▇▇▇▇ S79582991
DOB: 03-03-73
Access Badge # ______________________
SECOND TECHNICAL CONTACT:
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇
Cell Phone: ▇▇▇-▇▇▇-▇▇▇▇
Email Address: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
SSN/Dr. Lic #: MA S60449331
DOB: 10-30-78
Access Badge # ______________________
ColoSpace Use Only:
Acct # ______________________ Location: ______________________
Renewal Date: ______________________
Space: ________________________________________________
Bandwidth: ________________________________________________
Managed Services: ________________________________________________
Other Charges: ________________________________________________
Set up fee: ________________________________________________
Total MRC: ________________________________________________