Internet Services Agreement

INTERNET SERVICES AGREEMENT

This Internet Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , with principal place of business at Provider Address: ; and Client Name: , with principal place of business at Client Address: .

RECITALS

WHEREAS, Provider is in the business of providing internet connectivity, hosting, managed network services and related technical support (the "Services"); and

WHEREAS, Client desires to engage Provider to provide the Services, and Provider agrees to provide such Services pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to govern the provision of Services, fees, performance standards, security obligations, and the allocation of risk between the parties.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definitions

"Service Commencement Date" means the date on which Provider first makes the Services available to Client. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Other defined terms are used as set forth in the body of this Agreement.

2. Services

Provider shall provide the internet connectivity, bandwidth, routing, network monitoring, and other services described in the attached Service Schedule A (the "Services"). Provider shall provide the Services with commercially reasonable skill and care in accordance with industry standards.

3. Service Levels

Provider warrants that it will use commercially reasonable efforts to provide the Services with an annualized network uptime of at least % (the "Uptime Commitment"). Service credit remedies for failure to meet the Uptime Commitment are limited to credits described in the Service Schedule A and are Client's sole and exclusive remedy for unavailability of the Services.

4. Term and Termination

The initial term of this Agreement shall commence on the Service Commencement Date and continue for an initial period of months (the "Initial Term"). Thereafter, the Agreement shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Provider may terminate immediately for nonpayment by Client of undisputed amounts thirty (30) days past due.

5. Fees and Payment

All fees are payable in United States dollars within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for taxes, governmental charges and duties (other than Provider's income taxes).

6. Client Obligations

Client shall provide all necessary cooperation, accurate information, access to facilities, equipment and personnel for Provider to deliver the Services. Client shall comply with all acceptable use policies provided by Provider and shall not use the Services for illegal activities or to transmit unlawful content.

7. Provider Obligations

Provider shall maintain network monitoring and reasonable security measures commensurate with industry practice, perform scheduled maintenance with prior notice where practicable, and use reasonable efforts to respond to and resolve reported incidents in accordance with the response times set forth in Service Schedule A.

8. Confidentiality

Each party agrees to hold Confidential Information of the other party in strict confidence and to use such information solely for the performance of its obligations under this Agreement. Confidential Information excludes information that is (a) publicly known through no breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the other party's Confidential Information. Disclosure compelled by law shall be made only after providing prompt notice to the disclosing party and cooperating to seek protective relief.

9. Data Protection

Provider shall implement and maintain reasonable administrative, physical and technical safeguards to protect Client Data against unauthorized access, disclosure, alteration and destruction. Provider will process Client Data only in accordance with Client's documented instructions and as necessary to perform the Services, unless otherwise required by applicable law. Client is responsible for obtaining any consents from data subjects necessary for Provider to process personal data under this Agreement.

10. Intellectual Property

As between the parties, Client retains ownership of Client Data and Provider retains ownership of Provider's network infrastructure, software, tools and improvements (collectively, "Provider IP"). Provider grants to Client a non-exclusive, non-transferable license to use Provider IP solely to receive the Services during the Term. Client shall not reverse engineer, decompile or attempt to derive source code from Provider IP.

11. Warranties; Disclaimers

Provider warrants that it will perform Services in a professional manner in accordance with this Agreement. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR LIABILITY FOR INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS.

13. Indemnification

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. The indemnified party shall provide prompt notice of a claim, and the indemnifying party shall control the defense and settlement of the claim, provided that the indemnifying party may not settle any claim that admits fault or requires injunctive relief affecting the indemnified party without the indemnified party's consent.

14. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), or by nationally recognized courier service, to the addresses set forth below or to such other address as either party may designate by notice to the other.

15. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of Provider's assets without Client's consent provided that the assignee assumes Provider's obligations hereunder.

16. Amendments; Waiver; Counterparts

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original.

17. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. This Agreement, together with its Service Schedules and exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including but not limited to acts of God, governmental actions, fire, flood, strikes, or failure of third-party networks, provided that the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

19. Miscellaneous

The headings in this Agreement are for convenience only and shall not affect interpretation. Any reference to days means calendar days unless otherwise specified. The parties acknowledge that they have had an opportunity to be represented by counsel in negotiating this Agreement.

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