ACE INNOVATIVE NETWORKS, INC.
COLOCATION SERVICE AGREEMENT
I. Provision of Services
I, the Customer ("Customer"), understand and agree that, subject to the terms and conditions of this Agreement, ACE Innovative Networks, Inc. ("ACE") shall provide me with certain collocation services and install certain equipment ("Customer Equipment"), which may include Web servers, on its premises. I understand and agree that ACE will connect my Customer Equipment to ACE's network for the purpose of making it accessible via the Internet.
II. Customer Obligations
A. Acceptable Use
I agree to use my ACE account in a way that conforms to all applicable laws and regulations. I agree that I will not use any Customer Equipment I collocate on ACE's premises and connect to ACE's network to publish, post, distribute or disseminate any legally obscene or otherwise unlawful materials. I also agree not to publish, post, distribute or disseminate any proprietary information that belongs to third parties, including trademarks or copyrighted information, without express authorization of the third party rights' holder. I understand that ACE explicitly prohibits any illegal material, unlawfully obtained material or material jeopardizing network security, such as hacking Web sites, on ACE's equipment or Customer Equipment collocated with ACE.
I understand that I am responsible for maintaining the security of my accounts and passwords on my Customer Equipment and that I bear sole responsibility for security of file systems and any content installed on my Customer Equipment collocated with ACE.
C. System Security
I understand and agree that I am prohibited from utilizing ACE's services to compromise the security or tamper with system resources or accounts on any of computers, routers, servers, modems, or any other equipment belonging to ACE or to an unrelated third party. I understand that I am prohibited from utilizing any Customer Equipment collocated with ACE for distribution of tools designed to compromise security of any systems or networks. Examples of such tools include but are not limited to password guessing programs, cracking tools or network probing tools.
III. Billing Policies
I agree and assume full responsibility for making timely full periodic payments for ACE's services according to the billing cycle as described in Appendix to this Agreement.
If I elected to receive periodic statements, I understand that periodic payments are due by the due date of the Invoice presented to me by ACE. I understand that I will be charged a monthly interest of 1.5% on any unpaid balance for the previous billing cycle at the time my periodic statements are generated. Any additional services ordered during a billing cycle will be reflected on the following periodic statement.
If I elected to pay by credit card, I understand that charges will be billed to my credit card each month for the full amount due for a given billing cycle. I authorize ACE to automatically bill my credit card account for the amount due for a given billing cycle. I understand that all charges are considered valid unless disputed in writing within thirty days of the billing date.
I understand and agree that ACE shall not be responsible for any charges or expenses that I may incur resulting from overdrawing my bank account or exceeding my credit card limit as a result of a charge generated by ACE pursuant to this authority.
IV. Customer Equipment
I understand and agree that ACE shall not be responsible for malfunctions of my Customer Equipment due to any reason including, but not limited to, defective components, faulty configuration or lack of manufacturer's warranty.
I understand that Customer Equipment collocated on ACE's premises will be insured up to the value, as indicated in the Appendix attached hereto. I understand that in the event that my Customer Equipment is lost, stolen or damaged beyond repair due to an Act of God, ACE will reimburse me for the full value of my Customer Equipment.
V. Warranty Disclaimer
I ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE ACE SERVICES. I UNDERSTAND THAT ACE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT ACE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR FREE OF DEGRADATION OR ERROR. I ACKNOLEDGE THAT NO ADVICE OR INFORMATION GIVEN BY ACE, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS SHALL CREATE SUCH WARRANTY.
I AGREE TO INDEMNIFY, WAIVE AND HOLD ACE, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUBSIDIARIES AND AFFILIATES HARMLESS FROM ANY AND ALL CLAIMS AND EXPENSES RELATED TO OR ARISING FROM ANY VIOLATION OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO UNLAWFUL BEHAVIOR OR THE INFRINGEMENT ON ANY INTELLECTUAL PROPERTY OF A THIRD PARTY.
I AGREE THAT UNDER NO CIRCUMSTANCE I CAN SUE OR RECOVER DAMAGES FROM ACE AS A RESULT OF ACE'S DECISION TO REMOVE MY COLLOCATED SERVER, SUSPEND OR TERMINATE MY ACCOUNT OR TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ACE'S CONCLUSION THAT A VIOLATION HAS OCCURRED.
I AGREE TO INDEMNIFY AND HOLD ACE HARMLESS FROM ANY CLAIMS, LOSSES AND DAMAGES, INCLUDING ATTORNEY'S FEES, RESULTING FROM MY VIOLATION OF ANY PROVISIONS OF THIS AGREEMENT.
I UNDERSTAND THAT IN NO EVENT SHALL ACE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, ARISING OUT OF VIOLATIONS OF THIS AGREMEENT OR MY USE OF OR INABILITY TO USE ACE'S SERVICES.
VII. Term and Termination of Services
This Agreement shall be valid for the Term as specified in the Appendix attached.
I understand that ACE reserves the right to terminate my account at any time, for reasons, including, but not limited to, my failure to abide by the terms of this Agreement or my failure to pay any fees or charges when due.
In the event that my account is inactivated, I may be required to pay reconnect charges and a prepaid deposit in order to re-activate my account. I understand that violation of certain generally accepted guidelines on Internet usage, such as restrictions on mass e-mail and mass advertising, or mass posting to newsgroups, may cause severe operating difficulties for ACE, and would be a likely cause for termination of my account. More detail of violations that constitute a likely cause of termination of my account can be found in Article II or this Agreement.
I understand that I can terminate this Agreement with a 30-day written notice to ACE, in which event I am entitled to receive reimbursements of any periodic fees paid in advance for the period past the 30-day notice period.
VIII. Law and Jurisdiction
I understand and agree that the laws of the State of New York govern this Agreement and my ACE Account. I expressly agree that exclusive jurisdiction for any claim or dispute with ACE or relating in any way to my account or my use of ACE's services resides in the courts of the State of New York. I further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of New York in connection with any such dispute, including any claim involving ACE, its officers, directors, shareholders, employees, agents, subsidiaries and affiliates.
I understand that this Agreement and the Appendix attached hereto constitutes the entire agreement of the parties regarding the subject matter hereof. I agree that this Agreement may not be assigned or otherwise transferred in any manner, whether by operation or law or otherwise, by me without ACE's prior written consent. I understand that this Agreement may be amended or modified by ACE at its sole discretion.