Managed Server Agreement
SERVICES PROVIDED
Gottathink, LLC agrees to provide the use of a server to Customer, for the
exclusive use of Customer, excepting normal system administration as
required by Gottathink, LLC in order to maintain security and stability, at
the prices set by Gottathink, LLC for a term of no less than six months. Gottathink, LLC will administer and service
said server in accordance with the terms contained herein. Fees
include initial setup and installation services as determined by Gottathink, LLC and posted below.
TERM
The term of this agreement shall begin on the date the order is completed
and continue for a term of no less than six months. Thereafter the
agreement
shall be open-ended, subject to termination in conformity with Section 8
of this agreement.
ADMINISTRATIVE ACCESS
Administrative or "root" access to the server is limited to employees of
Gottathink, LLC and/or their authorized agents. Administrative access may be granted
to Customer at the sole discretion of Gottathink, LLC and may be revoked at any time.
Customer agrees not to hold Gottathink, LLC responsible for any outage or performance
problem that occurs as a result of Customer's use of administrative access. Any
corrective action required by Gottathink, LLC to remedy an outage or performance problem
that occurs as a result of Customer's use of administrative access will be subject to
fees posted below.
Gottathink, LLC reserves the right to require,
at their discretion, software and/or hardware upgrades for the purposes
of maintaining security and stability of the services provided. The cost
of such upgrades shall be set by Gottathink, LLC and paid by the customer.
NETWORK TRAFFIC CHARGES
There shall be no additional charge for monthly average network traffic of
1024
megabytes per day or less. Monthly average network traffic in excess of
1024 megabytes per day shall incur an additional monthly fee set by Gottathink, LLC.
Network traffic shall be measured by Gottathink, LLC and may include all forms of
traffic to and from the server, at the sole discretion of Gottathink, LLC. All fees
shall be set and adjusted by Gottathink, LLC from time to time and are posted below.
HARDWARE AND SOFTWARE CONFIGURATIONS
All managed servers must use hardware and software configurations that
conform with Gottathink, LLC requirements. Use of any particular hardware or
software configuration may be declined at the sole discretion of Gottathink, LLC.
USER CONDUCT
The Customer agrees to use the services and servers furnished by Gottathink, LLC
as allowed by applicable Local, State, Federal, and International laws.
Transmission of any material in violation of any International, Federal,
State or Local regulation is strictly prohibited. This includes, but is not
limited to, copyrighted material, obscene or threatening material, or any
material protected by trade secrets.
Violation of these terms of user conduct may result in immediate termination
of service without refund.
While using a managed server from Gottathink, LLC, Customer may not:
A. Restrict or inhibit any other user from using and enjoying the
Internet;
B. Post or transmit any unlawful, threatening, abusive, libelous,
defamatory, obscene, offensive, indecent, pornographic, profane, or
otherwise objectionable information of any kind, including without
limitation any transmissions constituting or encouraging conduct that
would constitute a criminal offense, give rise to civil liability, or
otherwise violate any Local, State, Federal, or international law,
including without limitation the U.S. export control laws and
regulations, and laws protecting intellectual property including
copyright, trademark, or trade secret laws;
C. Post, publish, transmit, reproduce, or distribute any
information or software containing a virus or any other harmful
component;
D. Post, publish, transmit, reproduce, distribute or in any way exploit
any information, software, or other material obtained
through the service for commercial purposes (other than as expressly
permitted by the provider of such information, software, or other
material);
INDEMNIFICATION
Customer agrees to indemnify, defend, and hold Gottathink, LLC harmless from any
and all claims resulting from service which causes direct or indirect damage
to another party. The Customer also agrees to indemnify and hold Gottathink, LLC
harmless from any and all lawsuits, judgements, decrees, costs, and expenses
including any attorney fees, from the use of the services or servers provided
by Gottathink, LLC without limitation or exception. This indemnification and hold
harmless agreement extends to all issues associated with Customer's service
or servers, including but not limited to Web site content or domain name
selection.
TERMINATION
Either party can terminate this contract for any reason upon 30 days prior
written notice of intent to terminate to the other party. Gottathink, LLC reserves the
right to terminate this contract without notice at the sole discretion of
Gottathink, LLC for violation of any terms and conditions of this contract. Gottathink, LLC
may deny Customer access to a server without notice if Customer engages
in any conduct or activities that Gottathink, LLC in its sole discretion believes to be
in
violation of any of the terms and conditions of this agreement. Gottathink, LLC shall
have no responsibility to notify any third-party providers of services,
merchandise, or information, nor any responsibility for any consequences
resulting from such discontinuance or lack of notification. Customer
agrees that Gottathink, LLC has the right to monitor the servers electronically from
time to time and to disclose any information as necessary under the law,
or to protect itself from claims by a third party or parties. Gottathink, LLC reserves
the right to remove or remove access to any information or materials, in
whole or in part, that, in its sole discretion, are unacceptable, offensive,
or in violation of this agreement.
NO WARRANTIES
Gottathink, LLC makes no warranties or representations of any kind for the services
being offered. The service is provided on an "as is" and "as available"
basis without warranties of any kind, either express or implied, including
but not limited to warranties of title, noninfringement, or implied
warranties
of merchantability or fitness for a particular purpose. No advice or information given by
Gottathink, LLC or its agents or employees shall create a warranty.
Gottathink, LLC provides no warranty that the service will be uninterrupted or error
free or that any information, software, or other material accessible on the
service is free from viruses or other harmful components. Under no
circumstances shall Gottathink, LLC be liable for any direct, indirect, special,
punitive,
or consequential damages that result in any way from Customer's use of or
inability to use the service, or for third parties' use of the service to
access
Customer's Web content, or to access the Internet or any part thereof, or
Customer's or any third parties' reliance on or use of information,
services,
or merchandise provided on or through the service, or that result from
mistakes, omissions, interruptions, deletion of files, errors, defects,
delays
in operation or transmission, or any failure of performance. If Customer is
dissatisfied with Gottathink, LLC's service or any of its terms, conditions, policies,
rules, guidelines, or practices, Customer's sole and exclusive remedy is to
discontinue using the service.
Customer understands that by placing information on a managed server
from Gottathink, LLC that such information becomes available to all Internet users
and that Gottathink, LLC has no way of limiting or restricting access to such information
or protecting any such information from copyright infringement
or other wrongful activity. Customer assumes full responsibility and risk
for the use of the managed server. It is the Customer's sole responsibility
to evaluate the accuracy, completeness, and usefulness of all opinions,
advice, services, and other information, and the quality and merchantability
of all merchandise, provided through Gottathink, LLC or on the Internet generally.
ECPA NOTICE
Gottathink, LLC reserves the right to monitor any and all communications
through
or with our facilities. Customer agrees that Gottathink, LLC is not considered a
"secure communications medium" for the purposes of the ECPA and
no expectation of privacy is afforded.
IDENTIFICATION INFORMATION
Customer agrees that as the person legally responsible for use of this
server and services, they are at least 18 years of age. Customer agrees
to supply Gottathink, LLC with a current and truthful full name, postal address, and
telephone number for their records, and has a continued obligation to
keep this information current.
NO INTERFERENCE WITH OPERATION OF SYSTEM
Customer agrees not to maliciously or intentionally interfere with the
proper operation of the server and network, including but not limited
to defeating identification procedures, obtaining access beyond that
which Customer is authorized for, and impairing the availability,
reliability, or quality of service for other customers. Customer further
agrees not to interfere with the proper operation of other systems reachable
through the Internet, including any attempt at unauthorized access.
Customer agrees to follow the Acceptable Use Policy of any network
or service to which Customer connects.
Customer agrees to adhere to system policies as published online by
Gottathink, LLC, including restrictions on services available, restrictions on certain
features, and all other policies designed to protect and enhance the
quality and reliability of service at Gottathink, LLC. Customer agrees to abide by
any and all future policy decisions by Gottathink, LLC.
SECURITY
Customer agrees that the security of the server and all services is solely
Customer's responsibility. Customer further agrees that if the security of
Customer's server has been compromised in any way, Customer will notify
Gottathink, LLC immediately in writing as set forth in Section 21 herein. Customer
shall be held fully responsible for any misuse or compromise of Customer's
server for which Gottathink, LLC is not properly notified. Customer agrees that if any
security violations are believed to have occurred in association with the
Customer's server, Gottathink, LLC has the right to suspend access to the server
pending an investigation and resolution. Customer also agrees that Gottathink, LLC has
the right to cooperate in any government or legal investigation regarding
any aspect of our services, including any of the managed servers used by
Customer. Any use of Gottathink, LLC's system to engage in software piracy or other
violations of law will result in service suspension and be immediately
reported to the appropriate authorities.
BACKUP OF DATA
Customer's use of the server and service is at Customer's sole risk. Gottathink, LLC
is not responsible for files and data residing on Customer's managed server.
Customer agrees to take full responsibility for files and data transferred
and
maintain all appropriate backup of files and data stored on server.
TRANSMISSION OF MATERIALS
Customer agrees not to transmit unsolicited or prohibited advertising or
other harassing or illegal materials through electronic mail, Usenet
postings,
or other Internet media. The use of Gottathink, LLC or any other service with reference
to services obtained through Gottathink, LLC, for unsolicited mass mailings, postings,
or other activities considered an annoyance to others, commonly referred to
as "spamming," is strictly prohibited and may cause Customer's services to
be terminated immediately and without warning. Customer will be held fully
responsible for any damages to Customer, Gottathink, LLC, or any other party or parties
resulting from any such conduct.
PAYMENT
Customer agrees to supply appropriate payment for the services received
from Gottathink, LLC, in advance of the time period during which such services and
use of server are provided. Customer agrees that all setup and installation
fees are non-refundable once setup is completed. Gottathink, LLC agrees that pro-rated
refunds for unused time periods beyond the minimum six month term will be provided upon request, in the event
of service termination, except as set forth in Section 15 above, at the sole
discretion of Gottathink, LLC. If at any time Customer breaches any part of this
contract, Customer will be responsible for and will pay any and all
reasonable collections, attorney, and court fees and costs incurred by Gottathink, LLC in
enforcing this agreement.
RETURN OF SERVER
Upon termination of this contract, all managed servers shall remain the
property of Gottathink, LLC and are not subject to customer demands.
PRIOR AGREEMENTS
This agreement supersedes any written, electronic, or oral communication
Customer may have had with Gottathink, LLC or any agent or representative thereof,
and constitutes the complete and total agreement between the parties.
SEVERABILITY
If any provision of this agreement is determined to be unenforceable or
invalid,
all other provisions shall remain in full force and effect and said
provision
shall be reformed only to the extent necessary to make it enforceable.
JURISDICTION
This agreement shall be governed by the laws of the State of Washington.
Customer further consents to service of legal process by e-mail (or at the
discretion of Gottathink, LLC, ordinary mail postage prepaid) to the last known e-mail
or street address provided by Customer. It shall be Customer's duty to
promptly
notify Gottathink, LLC of any change in street or e-mail address.
NOTICE
Any notice or other communication required herein, shall be in writing and
shall be deemed to have been given only when sent by registered or certified
mail.
ACKNOWLEDGEMENT
By continuing to maintain any services with Gottathink, LLC, Customer is stating
and acknowledging that Customer has read the terms and conditions
aforementioned and that Customer understands such terms and conditions
and agrees to be bound by them.
FEES
| Setup and Installation: | $500, non-refundable. |
| Administrative action required due to Customer's use of administrative access: | $100/hr during regular business hours (9:00 AM to 5:00 PM, Monday through Friday excluding holidays)
$150/hr during non-business hours. |
| Bandwidth overage: | $3 per 1024 megabytes, billed in 1024 megabyte increments. Fractional usage will be rounded up. |
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