Terms of Service for Collocation

SERVER CO-LOCATION CONTRACT

This Co-location Space Contract, together with the Attachments hereto, is entered into as of ___________ and between Webjogger Internet Services and _______________________

Webjogger (hereinafter referred to as "Webjogger " or the "ISP" or Internet Service Provider) hereby agrees to provide you co-location services (hereinafter referred to as "Service") in accordance with these "Terms and Conditions," which you (hereinafter termed "Client") shall indicate acceptance of by your use of such Service unless and until you inform us in writing of your desire to have Service discontinued. In no event shall Webjogger be obligated to provide any services including those listed herein absent this document signed and dated by the Client and returned to Webjogger in a timely manner. Such Terms and Conditions may be changed from time to time by Webjogger as provided below.

Client agrees to accept such changes or, alternately, serve written notice on Webjogger of termination of this contract. Either party may, without cause, terminate this agreement upon notification of the other except Webjogger may do so either in writing or by notifying Client electronically through Webjogger's e-mail services, or other means as deemed appropriate. Notice to Client's last known e-mail address shall be sufficient.

Client agrees that no other representations, whether verbal or written, have been made, hence, any and all other alleged agreements, whether verbal or written, if any, are null and void and this agreement shall substitute for them.

Client agrees access to other networks via the Service shall be in compliance with their policies and rules.Client agrees such use of other organizations' networks or computing resources subjects Client to those organizations' permission and usage policies except that should a conflict arise between those policies/rules and this agreement, this agreement shall take precedent and Webjogger shall be the sole arbiter of the interpretation thereof.

If, for any reason, any terms or provisions of this document shall be held unenforceable by a court of law, the remaining Terms and Conditions shall remain fully in effect wholly and severally. Client agrees that should any litigation ensue involving Webjogger, that New York State courts of law, specifically those located in Dutchess County, shall retain original jurisdiction and shall be accepted as proper venue to the exclusion of all others. Webjogger reserves the right, and Client agrees to the same, to respond and yield to the order upon service of any Subpoena Duces Tecum executed by a court of law, without notice to the Client. Webjogger shall serve as the sole arbiter to resolve any disputes regarding the language herein and its interpretation.

Client will notify Webjogger of any changes in account contact information, such as physical address, telephone number, message phone, e-mail address, work address, or other contact information.

These Terms and Conditions, including Billing Rates, are subject to change. It shall be the Client's responsibility to remain abreast of such changes. Client's continued usage of Webjogger's services or assigned account after a new policy has gone into effect constitutes acceptance of that policy.

WEBJOGGER RESPONSIBILITY

Webjogger shall

• Provide the Client with operational space for their system(s).
• Provide the Client with an Ethernet connection to Webjogger’s link to the Internet backbone for each of the Client’s systems.
• Notify the Client prior to any planned network outages such as relocation and maintenance of Webjogger’s networking devices.
• Provide escorted access Monday through Friday 9:00 AM to 5:00 PM and Saturday 9:00 AM to 12:00 PM, by appointment only, and with notification of approximate maintenance time required. Client will be allotted an initial two hour time window to set-up and test Client’s co-located server at Webjogger’s facility. Additional visitations after these times will be allowed when necessary, but must be scheduled in advance and are subject to a 2 hour time limit at no charge. Additional time may require a fee to cover our costs as all visitations are escorted for security purposes.

In consideration of the non-recurring charge ("Setup Charge") and recurring charge ("Service Charge") listed on Attachment A hereto, Webjogger shall:

• Provide an Internet access to the Server
• Provide maintenance of all Webjogger-owned equipment
• Provide system administration support of the Server at Webjogger’s sole discretion
• Provide IP addresses to Client as needed, at Webjogger's own discretion

CLIENT RESPONSIBILITY

Client shall:

• Provide the Server and all the additional equipment necessary to connect the Server into the Facility.
• Comply with Webjogger’s Acceptable Usage Policy, which shall be posted on Webjogger’s web site and which may be modified from time to time without specific notice to Client.
• Comply with the rules of other networks when accessing those networks through Webjogger’s network.
• Provide all necessary insurance coverage for any systems and/or equipment which the Client will locate on Webjogger’s premises.
• Hold Webjogger harmless of any and all liability regarding Client's property while in the care, custody and control of Webjogger.
• Hold Webjogger harmless for any damage to the Client's equipment from damage due to outside sources beyond 50 feet from Webjogger's premises.

Client's Equipment

Physical equipment and/or software products are the Client's responsibility, including the installation and/or service on such equipment and/or software. Client agrees to be responsible for the use and compatibility of hardware and software. Upon notice from the ISP that the hardware and/or software in question is causing, or likely to cause hazard, interference or service obstruction, Client shall immediately eliminate the hazard, interference or obstruction to the satisfaction of the ISP. Webjogger shall be the sole judge and arbiter of what constitutes such interference, hazard, or obstruction. In the event Client's use of hardware and/or software impairs the functional utility of the ISP, and Webjogger determines the necessity of interrupting or disconnecting Client's service, Client shall nonetheless remain liable for Webjogger's monthly Service fee, as well as any additional repair or replacement costs directly attributable to damage from Client's equipment.

Billing

Client agrees to pay for the Service in accordance with Webjogger's Billing Rates currently in effect. If Webjogger does not receive payment when due, Client's account may be terminated. It is the Client's responsibility to ensure that any payments Webjogger receives are clearly noted with respect to the account for which they are intended. Termination of Client's account does not relieve Client's responsibility under this agreement to pay all fees incurred up to the next billing anniversary after the date the account was cancelled, including any collection fees, attorney fees, and court costs incurred by Webjogger as a result.

Webjogger may with its own discretion and upon its own initiative return to the Client any money or consideration not yet credited to services provided. This shall be the full extent and limit of any liability or obligation on the part of the ISP to the Client. However, should Webjogger terminate Client's account for non-compliance with the terms and conditions set forth herein, Webjogger is not obligated to issue to a client any monies or consideration that have not yet been applied to services.

Client to terminate this agreement and close the assigned account at any time provided prior written notice to Webjogger is given. Client shall remain responsible for any fees incurred up to the next billing anniversary after the date of termination of the service.

Use of Services

The Service may only be used for lawful purposes. Transmission and/or retransmission of any information, data, communication, material or content (hereinafter known as "Content") in violation of any federal or state regulation is strictly prohibited. The aforementioned shall include, but is not limited to, copyrighted Content, threats, harassment, obscene or indecent Content, Content that would encourage any action that would constitute a criminal offense whether defined by local, state, federal or international law, or Content protected by trade secret. Client agrees to indemnify and hold harmless Webjogger from any claims resulting from Client's use of this Service which damages Client, Webjogger, or a third party. At Webjogger's discretion, Webjogger may revoke Service for inappropriate usage. Webjogger shall remain the sole arbiter of what constitutes inappropriate usage and the interpretation thereof, but shall use common sense, the Terms and Conditions set forth herein, and any applicable local, state, federal, or international laws to determine the interpretation of "appropriate usage."

LIMITATION OF LIABILITY

Webjogger makes no warranties of any kind, whether express or implied, including any warranty of Merchantability or fitness of this service for a particular purpose. Webjogger assumes no liability for any damages suffered by Client including, but not limited to, loss of data from delays, non-deliveries, misdeliveries, or service interruptions including, but not limited to, those caused by Client negligence or errors and/or omissions or those of any third party. Client agrees that the acceptance by Webjogger of any data, electronic files, or other information shall not constitute a bailment.

Client agrees that Webjogger will not be held responsible for loss of business due to the use of these services.

Client agrees to indemnify Webjogger and hold Webjogger harmless from all losses or damages (including but not limited to court costs and reasonable attorneys' fees) arising out of or resulting from Client's failure to strictly abide by these Terms and Conditions.

Client agrees to hold Webjogger harmless for lack of performance or delay for any reason, including but not limited to: acts of God, natural disasters, fire, theft, war, riots, embargoes, strikes or acts by its vendors and suppliers, concealed acts of workers (whether of Webjogger or others) or accidents, and attacks by vandals or 'cyber' criminals, or as a result of illegal conspiracies or other illegal acts tending to victimize or interfere with the normal operation of the ISP. Webjogger will attempt to notify Client in the event of any of the foregoing occurrences. Should such occurrences continue on for more than 90 days, Webjogger or its Client may cancel the Service with no further liability. Client agrees to notify Webjogger of any knowledge of such activity they may have and testify to the same if subpoenaed by a court of law.

Use of any information obtained via Webjogger’s network is at Client's own risk.