This Hosting Agreement governs the terms of the use by the "Customer" (indicated as item 1 on the Term Summary Sheet) of services offered by NetAdvisor Ltd. ("NetAdvisor"), a Canadian company, having a place of business at 2748 Springfield Road, Kelowna, B.C. V1X 4N1. The Customer agrees to use NetAdvisor's services in accordance with the terms of this Agreement. This Agreement, together with the Term Summary Sheet, comprises the entire agreement amongst the parties.
SERVICES TO BE PROVIDED
The Customer acknowledges and agrees that the terms under this Agreement are for the services selected on the Term Summary Sheet. NetAdvisor is not responsible for Customer site maintenance, changes, modifications, HTML coding, scripting, or programming or any other services other than as indicated on the Term Summary Sheet.
FEES AND PAYMENT
2.1 The Customer will pay NetAdvisor the fees specified in the Term Summary Sheet. In addition, the Customer will pay interest to NetAdvisor at a rate of 2% per month on overdue accounts (effectively 26.86% annually).
2.2 All monthly fees will be paid in advance on the first day of each month. The Customer will either provide authorization for automatic bank payments or a standing credit card authorization. For fees other than monthly charges, the Customer will pay for services provided under this Agreement upon receipt of invoice to the Customer from NetAdvisor. When initiating the provision of NetAdvisor services, the Customer will be charged a base monthly access fee for NetAdvisor services according to the service plan selected by the Customer, as well as a pro rated partial month user fee according to the service plan selected for the number of days remaining in the calendar month from the time of initiation of service until the end of the month in which service is initiated.
2.3 All invoices will be sent by NetAdvisor to the Customer by email at the email address provided by the Customer to NetAdvisor. If payment by the Customer is by way of credit card charge, NetAdvisor will process the credit card charge monthly.
2.4 The pricing does not include any government sales tax, value-added tax or tax of any kind. If NetAdvisor has a legal obligation to collect any taxes from the Customer, then the appropriate amount will be added to any invoice and shall be paid by the Customer on the same terms as other invoices rendered pursuant to the terms herein.
2.5 If payment is not received in full within fifteen (15) days of the date of NetAdvisor's invoice, in addition to charging the interest on overdue accounts, NetAdvisor may at its option, terminate its services to the Customer. NetAdvisor may lock the Customer's account until payment of outstanding fees is brought up to date. NetAdvisor will not be responsible for any damages caused to the Customer or its affiliates as a result of the Customer's account being locked, and the Customer will indemnify NetAdvisor for all liabilities it incurs as a result of locking the Customer's account.
2.6 The Customer consents and authorizes NetAdvisor to obtain credit and bank information for purposes of assessing the Customer's credit worthiness. The Customer will provide such further documents and assurances, and take such further action as NetAdvisor may reasonably require, to carry out the intent of this paragraph.
3.1 This Agreement shall commence as of the Commencement Date set out in item 4 for the term set out in item 5 of the Term Summary Sheet. If the Term Summary Sheet designates this contract as "indefinite", either party to this Agreement may terminate this Agreement with or without cause by providing at least 14 days' written notice to the other party. Whether the term is indefinite or for a fixed term, if the Customer is in default under this Agreement (including without limitation, non-payment), then NetAdvisor may immediately terminate the Agreement without prior notice to the Customer. This Agreement will automatically renew for successive one (1) month periods unless cancelled in writing prior to the monthly renewal date. If the Customer does not provide NetAdvisor with the required notice as provided above, and the Customer's services are automatically renewed for the next month, the Customer will be charged for such month's service fees on NetAdvisor's next monthly invoice to the Customer, whether the Customer uses such services or not.
3.2 In addition to its other remedies, NetAdvisor may in its sole discretion immediately and without notice, suspend or terminate its services to the Customer if the Customer:
fails to make payment of NetAdvisor's fees when due;
is in violation of the terms this Agreement;
is engaged in internet spamming or excessive resource consumption and the Customer cripples the shared hosting server which serves other customers of NetAdvisor; or
engages in conduct which is abusive to NetAdvisor's staff.
For greater certainty, NetAdvisor will not be liable to the Customer for losses caused to the Customer as a result of the interruption of the Customer's business during the period of suspension of NetAdvisor's services to the Customer.
Any Customer property that is left in the care or custody of NetAdvisor fourteen (14) days after the termination of this Agreement may be disposed of or retained by NetAdvisor without any further obligation to the Customer. The Customer is fully responsible for removing its software, information and equipment following termination of this Agreement. If NetAdvisor stores any hardware or software on behalf of the Customer, NetAdvisor will be entitled to be reimbursed for reasonable storage fees prior to returning such property to the Customer.
If the Customer is using the co-location service and the Customer continues to occupy space in NetAdvisor's facility, then such holding over will constitute a renewal of this Agreement on a month-to-month basis with the fees equal to 200% of the fees in effect immediately before the expiration of the term.
OBLIGATIONS OF CUSTOMER
The Customer will use the services offered by NetAdvisor in accordance with the terms and conditions set out in NetAdvisor's Acceptance Use Policy ("AUP"), a copy of which is attached as Schedule A hereto.
The Customer will use the services offered by NetAdvisor in a manner consistent with all applicable local, provincial and federal laws and regulations.
RESPONSIBILITY OF NETADVISOR
NetAdvisor's service standards and performance guarantee to the Customer in respect of the Services are set out in NetAdvisor's Service Level Agreements ("SLA"), copies of which are attached hereto as follows:
Schedule B: Co-Location Service Level Agreement;
Schedule D: Shared Hosting & VPS Service Level Agreement.
The SLA that will apply to the Customer will depend on the type of services selected by the Customer.
PROHIBITION OF PUBLICATION OF CERTAIN MATERIAL
6.1 The Customer shall not use the NetAdvisor services for publication, directly or indirectly of any of the following material (including pictures, links, or any other content);
any material which violates or infringes any copyright, trademark, trade secret, patent, statutory, common law or other proprietary rights of others;
any material that is libelous or slanderous;
any material which is or contains anything illegal; or
"spam" or distribution lists to be used via unsolicited electronic mail or other mass electronic mailings.
6.2 Due to the public nature of the Internet, all material submitted by the Customer for publication will be considered publicly accessible. NetAdvisor does not screen in advance the Customer's material submitted to NetAdvisor for publication. Use of NetAdvisor's servers or services to assist with the publication of material does not create any express or implied approval by NetAdvisor of such material, nor does it indicate that such material complies with the terms of this Agreement.
LIMITATION/DISCLAIMER OF LIABILITY
7.1 NetAdvisor is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network NetAdvisor or its customers may utilize.
7.2 Under no circumstances will NetAdvisor be liable to the Customer for special, punitive, indirect, third party, incidental, consequential damages, or exemplary expenses, including without limitation, lost profits, lost business revenue, or failure to realize expected savings, sales or profits, even if the other party has informed NetAdvisor of the possibility thereof.
7.3 NetAdvisor does not represent or warrant to the Customer that the Customer will receive continual and uninterrupted service during the term of this Agreement. If the service is interrupted as a result of the negligence of NetAdvisor or its staff, the Customer's sole remedy will be the right to receive a credit in additional time for the number of days the services were interrupted and there shall be no cash refund or credit in substitution. In no event shall NetAdvisor be liable to the Customer for any damages resulting from or related to any failure or delay of NetAdvisor to provide services under this Agreement if such delays or failures are due to strikes, riots, fire, inclement weather, acts of God, theft or vandalism or other causes beyond NetAdvisor's control, as defined by standard practices in the industry. Such failure or delay shall not constitute a default under this Agreement.
7.4 The exclusions and limitation of liability set out in this Agreement are fair and reasonable in the commercial circumstance, and such limitations have been, in part an inducement to NetAdvisor to agree to the fees payable by the Customer herein, and NetAdvisor would not have entered into this Agreement for these fees otherwise.
The Customer agrees to defend, indemnify and hold harmless NetAdvisor, its officers, directors, employees and agents from and against any and all claims, losses, liabilities and expenses (including lawyers' fees) related to or arising out of the services provided by NetAdvisor to the Customer under this Agreement, including without limitation, claims made by third parties (including clients of the Customer) related to any false advertising claims, liability claims for products or services sold by the Customer, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content of the Customer published on NetAdvisor Servers, but excluding those related to the negligence of NetAdvisor.
NO REVERSE ENGINEERING
The Customer will not copy, modify, make derivatives of, reverse engineer, disassemble, decompile or otherwise attempt to discover any portion of the source code, object code or trade secret of NetAdvisor's software or services.
NetAdvisor maintains control and any ownership of any and all IP numbers and addresses that may be assigned to the Customer and reserves in its sole discretion the right to change or remove any and IP numbers and addresses.
In addition to the provisions of the AUP, the Co-Location Services provided by NetAdvisor, if selected by the Customer, will be subject to the following terms and conditions:
Grant of License. Subject to the provisions in this Agreement, NetAdvisor grants to the Customer, as of the Commencement Date (set out in item 4 of the Term Summary Sheet), a nonexclusive license to install, operate, replace, remove and maintain a server and communications equipment, cabling, connections, associated hardware and accessions (the "Equipment") in the co-location space specified in the Term Summary Sheet (the "Customer Space"), in the Premises specified in the Term Summary Sheet during the Term. The license granted is a license of space only, and does not create an ownership interest or property rights of any nature in NetAdvisor's real or personal property.
Installation and Requirements. The Customer owns and will be responsible for the delivery and installation of the Equipment and the connection of the equipment to telecommunications lines and power. The Customer must provide NetAdvisor with 48 hours advance notice for access to its Equipment in the Customer Space in the Premises and is permitted to install or remove equipment during business days between 8:00 a.m. and 8:00 p.m. (OR with prior written approval of NetAdvisor, which approval will not to be unreasonably withheld). The Customer will only install or place equipment in the Customer Space. NetAdvisor, acting reasonably, reserves the right to approve or deny access to Customer's technicians, contractors or other agents. Any Customer's technicians, contractors or other agents allowed access to the Customer Space must be escorted by an NetAdvisor staff member in the Premises. During the term of this Agreement, the Customer will immediately notify NetAdvisor of any space, power or other requirements associated with the installation or operation of the Equipment. NetAdvisor will have no duty to monitor, maintain or care for the Equipment. The Customer must install their equipment according to the hot and cold aisle setup of the NetAdvisor facility. If the Customer requests NetAdvisor to install any equipment or hardware in the Customer Space, NetAdvisor will charge its service fee at the rate specified in item E of the Term Summary Sheet.
Maintenance and Use of Premises. The Customer, at its own cost and expense, will protect, maintain and keep in good order the Customer Space and any Equipment in the Customer Space. The Customer will ensure that neither the Customer nor its employees, agents, contractors or invitees damage any part of the Premises or any property located in or about the Premises, or interfere, or allow the Equipment to constitute a hazard to or to interfere with, NetAdvisor or any other user of the Premises or any equipment owned or used by NetAdvisor or any other user of the Premises. The Customer will not make any alterations or installations of any kind to the Premises without the prior written consent of NetAdvisor.
Immediate Threats. If, in the determination of NetAdvisor, acting reasonably, the Equipment poses an immediate threat to the physical integrity of the Premises or the physical integrity or performance of the equipment of NetAdvisor or any other user of the Premises, or poses an immediate threat to the safety of any person, then NetAdvisor may perform such work and take such other actions that it may consider necessary without prior notice to the Customer and without liability for damage to the equipment or for any interruption of the Customer's (or its clients') businesses. As soon as practicable after performing such work, NetAdvisor will advise the Customer in writing of the work performed or the action taken.
Intervention. If any part of the Equipment is not placed and maintained in accordance with this Agreement, and the Customer fails to correct the violation within 7 days after receipt of written notice thereof from NetAdvisor, then NetAdvisor may, at its option, without further notice to the Customer, correct the deficiency at the Customer's expense without liability for damages to the equipment or interruption of the Customer's (or its clients') businesses. As soon as practicable thereafter, NetAdvisor will advise the Customer in writing of the work performed or action taken. The Customer will immediately reimburse NetAdvisor for all expenses reasonably incurred by NetAdvisor associated with any work or action performed by NetAdvisor with respect thereto.
Relocation. The Customer will, at NetAdvisor's expense, relocate the Equipment to other space within the Premises upon NetAdvisor's written request and within 30 days of such request.
Periodic Inspections. NetAdvisor reserves the right (upon reasonable prior notice to the Customer) to make periodic inspections of any part of the Customer Space or Equipment; provided that the Customer will have the right to have one or more of its employees or representatives present during any such inspection.
Insurance. NetAdvisor does not provide insurance coverage for any Customer equipment in the Premises. The Customer will at its own expense, effect and maintain insurance of the Equipment in the Premises, throughout the term of this Agreement, for insurable risks against which and in amounts for which a prudent owner of such equipment would protect itself.
Access and Entry. Subject to the terms of this Agreement and compliance with the payment terms of NetAdvisor, the Customer will have unrestricted access to the Premises during the Term. The access fees charged by NetAdvisor are set out in item E of the Term Summary Sheet. The Customer will cause its employees, agents, contractors or invitees who have access to the Premises to conform to all NetAdvisor's rules and regulations (as amended by NetAdvisor from time to time). Failure to comply with the payment terms may result in denial of access to the Equipment and Customer Space. NetAdvisor shall not be required to provide Premises access to any person not approved by NetAdvisor. Notwithstanding the above, NetAdvisor shall not be liable for the consequence of admitting or refusing to admit to the Premises or Customer Space, the Customer's agents or employees or other persons claiming the right to admission.
Co-location Facility Rules and Regulations. NetAdvisor may vary these rules and regulations from time to time in its sole discretion, and the Customer will comply with all other reasonable security requirements that NetAdvisor may impose from time to time, provided that the Customer has been given 30 days notice in writing.
All Customer employees, agents, contractors or invitees ("Customer Persons") having access to the Premises must be approved by NetAdvisor. Approval by NetAdvisor does not release the Customer from its responsibilities pursuant to this Agreement, nor by approving such Customer Persons does NetAdvisor waive its rights to be indemnified by the Customer.
The Customer must provide NetAdvisor with particulars, including a current photograph of each Customer Person, (where required by landlord regulations) before that Customer Person is given access to the Premises.
No more than three Customer Persons will be authorized to have access to the Premises at any time.
Removal of Equipment. Upon termination or expiration of the Term of this Agreement, unless prohibited by NetAdvisor in this Agreement, the Customer will remove the Equipment from the Premises. Unless the parties otherwise agree in writing, in the event the Equipment has not been removed within 5 days following the termination or Expiration Date, NetAdvisor will have the right to remove, relocate, or otherwise store the Equipment at the Customer's expense without any liability to the Customer. If after 30 days of such storage by NetAdvisor, the Customer has not retrieved the Equipment and paid any indebtedness owing to NetAdvisor, then NetAdvisor may dispose of the Equipment.
Ownership of Equipment. The Customer represents and warrants that it either owns all Equipment or has all necessary rights to use and maintain, the Equipment in the Premises. If the Equipment is leased, then the Customer warrants that it has provided to NetAdvisor all documentation regarding the said lease.
Consent to Video Monitoring. The Customer acknowledges, agrees and hereby consents under applicable privacy laws that NetAdvisor may monitor the Premises by way of closed circuit television or other monitoring device for the purposes of maintaining the safety and security of the Premises, any equipment in the Premises, and any persons using or present in the Premises from time to time.
Interference. The Customer shall be responsible for resolving any technical interference problems between the Customer's Equipment and other equipment located at the Premises and, if there are other wireless telecommunications facilities located at the Premises, the Customer shall reasonably cooperate with such other licensees to resolve any issues of interference in an equitable fashion. The Customer's Equipment shall not disturb the communications, configurations, equipment, and frequency that exist at the Premises as of the Commencement Date.
NetAdvisor is not responsible for the Customer's files data residing on NetAdvisor's servers. The Customer is solely responsible for independent backup of data stored on NetAdvisor's servers.
NetAdvisor will provide a backup service if this service option is selected by the Customer. If the backup service option is selected by the Customer, the Customer will be authorized to perform backups of their websites and the Customer will receive access to the web browser based control panel to restore files at will. Even if the Customer selects backup service, the Customer is responsible for preparing independent backups of its data.
MAINTENANCE MODIFICATIONS AND ENHANCEMENTS
NetAdvisor may provide such maintenance modifications, updates and enhancements as and when NetAdvisor deems appropriate, without having to obtain the prior consent of the Customer and without notice to the Customer.
Force Majeure. Neither party will be liable for any delay, interruption or failure in the performance of its obligations if caused by acts of God, war, declared or undeclared, fire, flood, storm, slide, earthquake, or other similar event beyond the control of the party affected ("Force Majeure"). If any Force Majeure occurs, the party claiming the Force Majeure will promptly notify the other. The party claiming the Force Majeure will use commercially reasonable efforts to eliminate or remedy the Force Majeure. This section will not apply to excuse a failure to make any payment when due.
Survival The terms of sections 7 and 8 of this Agreement shall survive the termination of this Agreement for any reason, including termination as a result of a breach by either party.
Waiver. No consent or waiver, express or implied, by a party to or of a breach or default by any other party of any obligation of the other party under this Agreement will:
be valid unless it is in writing, stated to be a consent or waiver pursuant to this section and executed by each party whose interests are or may be thereby adversely affected;
be relied upon as a consent to or waiver of any other breach or default of that or any other obligation of the other party;
constitute a general waiver under this Agreement; or
eliminate or modify the need for a specific consent or waiver pursuant to this section in any other or later instance.
Notice. To be effective, a notice, request, demand or direction (each for the purposes of this provision a "notice") to be given pursuant to this Agreement by one party to another party must be in writing and must be delivered or sent by delivery or by facsimile, email or other similar form of written communication, in each case, addressed to the Customer or NetAdvisor at the addresses set out in this Agreement NetAdvisor may also notify the Customer by posting the notice on NetAdvisor's website.
Assignment. The Customer may not assign this Agreement, to any person without the express written consent of NetAdvisor, which consent may be withheld for any reason. NetAdvisor may assign its rights and obligations arising pursuant to this Agreement, provided that it notifies the Customer promptly of such assignment.
Governing Law. This Agreement is and will be deemed to be made in British Columbia and for all purposes will be governed exclusively by and construed and enforced in accordance with the laws prevailing in British Columbia, and the laws of Canada applicable therein, and the rights and remedies of the parties will be determined in accordance with those laws. The parties hereby agree to attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.
ACCEPTABLE USE POLICY (AUP)
This Policy applies to each Customer and its employees, agents, contractors or other users of such Customer (each such person being a "User", collectively, "Users") who obtain NetAdvisor services (the "Services"). All Users are required to comply with this Policy to enhance the quality of the Services and to protect NetAdvisor's customers, and the Internet community as a whole, from illegal, irresponsible, or disruptive internet activities. Each User should use common sense and good judgment in connection with the Services.
The Customer agrees to use the Services only for lawful purposes, in a manner consistent with all applicable local, provincial and federal laws and regulations. Specific activities that are prohibited include, but are not limited to the following:
Users may not:
Utilize the Services to send mass unsolicited email to third parties.
Provided, however, that Users may use software programs or services provided by NetAdvisor to send unsolicited commercial email so long as the User ensures that such transmissions comply with all applicable provincial, federal laws and regulations.
Utilize the Services to be involved in the distribution of tools designed for the aiding of Unsolicited Bulk Email (UBE).
Utilize the Services in such a way that User becomes documented on a recognized SPAM abuse list or if the User has previously been denied access from another provider due to acceptable use policy violations.
Utilize the Services in connection with any illegal activity. Without limiting the general application of the foregoing, Users may not:
Utilize the Services to copy material from third parties (including text, graphics, music, videos or other copyrightable material) without proper authorization;
Utilize the Services to misappropriate or infringe the patents, copyrights, trademarks or other intellectual property rights of any third party;
Utilize the Services to traffic in illegal drugs, illegal gambling, illegal materials or other any products or services that are prohibited under applicable law; or
Utilize the Services in any manner that violates applicable local, provincial, federal laws and regulations.
Utilize the Services in connection with any tortious or actionable activity. Without limiting the general application of the foregoing, Users may not:
Utilize the Services to publish or disseminate information that (A) constitutes slander, libel or defamation, (B) publicizes the personal information or likeness of a person without that person's consent or (C) otherwise violates the privacy rights of any person.
Utilize the Services to threaten persons with bodily harm, to make harassing or abusive statements or messages, or to solicit the performance of acts or services that are illegal under applicable law.
Utilize the Services in connection with any other disruptive or abusive activity. Without limiting the general application of the foregoing, Users may not:
Utilize the Services to cause denial of service attacks against NetAdvisor or other network hosts or internet users or to otherwise degrade or impair the operation of NetAdvisor's servers and facilities or the servers and facilities of other network hosts or internet users;
Utilize the Services to subvert, or assist others in subverting, the security or integrity of any NetAdvisor systems, facilities or equipment;
Utilize the Services to gain unauthorized access to the computer networks of NetAdvisor or any other person;
Utilize the Services to provide passwords or access codes to persons not authorized to receive such materials by the operator of the system requiring the password or access code;
Utilize the Services to (A) forge the signature or other identifying mark or code of any other person, (B) impersonate or assume the identity of any other person, or (C) engage in any other activity (including "spoofing")
to attempt to deceive or mislead other persons regarding the true identity of the User (excluding the use of anonymous remailers or internet nicknames);
Utilize the Services to distribute or post any virus, worm, trojan horse, or computer code intended to disrupt services, destroy data, destroy or damage equipment, or disrupt the operation of the Services;
Utilize the Services to conduct port scans or other invasive procedures against any server (except any server for which the User is an authorized system administrator);
Utilize the services to distribute, advertise or promote software of services that have the primary purpose of encouraging or facilitating unsolicited commercial email or spam;
Utilize the Services to solicit or collect, or distribute, advertise or promote, email address lists for the purpose of encouraging or facilitating unsolicited commercial email or spam;
Post messages, run scripts or run software programs that consume excessive CPU time or storage space;
Utilize the Services in any manner that might subject NetAdvisor to unfavorable regulatory action, subject NetAdvisor to any liability for any reason, or adversely affect NetAdvisor's public image, reputation or goodwill, including, without limitation, sending or distributing sexually explicit, hateful, vulgar, racially ethnically or otherwise objectionable materials as determined by NetAdvisor in its sole discretion; or
Utilize the Services in any other manner to interrupt or interfere with the internet usage of other persons.
Disclaimer and Assumption of Risk. Notwithstanding this Policy, Users of the internet (including the Services) make such use at their own risk, acknowledging that there are known and unanticipated risks associated with internet use, some of which could result in physical, emotional or psychological injury or even death, or damage to individuals, to property, or to third parties. Such risks cannot be eliminated without jeopardizing the essential qualities of use of the internet. These risks include, without limitation, credit card theft, identity theft, fraud, solicitation, stalking, invasion of privacy, unwanted receipt of offensive or obscene material, trespass to chattels or denial of service attacks. NetAdvisor expressly disclaims any obligation to monitor Users with respect to violations of this Policy. NetAdvisor has no liability or responsibility for the actions of any User or any content any User may post on any web site. Users voluntarily engage in the activity of internet use and bear the risks associated with that activity.
Reporting Violations. NetAdvisor encourages Users to report violations of the terms and conditions set out herein to NetAdvisor, including in any such report the name of the offending domain (for example, xyz.com), the IP address and the type of abuse (for example, spam, illegal acts, harassment, etc.) in the "subject" field of the email.
Remedies. If NetAdvisor learns of a violation of any terms and conditions of this Policy, NetAdvisor may, in its sole discretion, take any of the following actions, in accordance with the severity and duration of the violation:
Warn the Customer;
Suspend the offending Customer from the Services;
Terminate Services to the offending Customer;
Impose fees or charges on the offending Customer account in accordance with the applicable service contract;
Remove the offending content; and
Take other appropriate action in accordance with this Policy, the applicable service contract or applicable law.
Reservation of Rights. NetAdvisor reserves the right to involve and cooperate with appropriate legal authorities in investigations of claims of illegal activity involving NetAdvisor's Services, Customers and other Users. NetAdvisor reserves all other rights to respond to violations of this Policy to the extent of applicable law and in accordance with any applicable contractual obligations. NetAdvisor may utilize technical means to monitor communications into, and out of, its network facilities to prevent the introduction of viruses or other hostile code, to prevent intrusions and otherwise to enforce this Policy and each Customer agrees that NetAdvisor is authorized to monitor its communications through NetAdvisor's network for such purposes.
Indemnification. User(s) will indemnify, defend, and hold harmless NetAdvisor, its affiliates, subsidiaries, officers, agents and employees from any and all claims, damages or lawsuits of any kind (including reasonable attorney's fees) arising out of the User's use of the Services and negligent or illegal acts of User(s), its employees or agents, including, but not limited to, claims, damages or lawsuits arising out the use of such Services.
CO-LOCATION SERVICE LEVEL AGREEMENT
NetAdvisor has implemented a high-availability internet transit network infrastructure, available within secure co-location facilities. This has been accomplished by the following:
All Customer connections make sure of Cisco's HSRP (hot standby router protocol)
Multiple upstream providers
Fully redundant OCn internal backbone network
All network devices have onsite spares
All key network components are monitored 24x7
Service Level Agreement Terms for Onsite Co-locations Customers
NetAdvisor will provide 100% uninterrupted transit to the internet to all co-location customers who have purchased said service from NetAdvisor. Should transit to the Internet become unavailable for a cumulative period up to one hour in any one calendar month, the Customer will receive a refund equivalent to one day of the Customer's pro-rated recurring monthly fees for that month. The Customer will receive an additional refund of one day of the pro-rated internet connectivity recurring monthly fees for each additional hour, or portion thereof, of unavailability. All refund calculations will be based on unavailability in one-hour increments. This SLA does not cover outages caused by equipment and/or events not under the direct control of NetAdvisor or caused by individuals not directly employed by NetAdvisor. This SLA does not cover outages due to scheduled or emergency network and/or facility maintenance, which will be broadcast to all customers in advance, and will not exceed 20 minutes per month.
Any and all refunds to the Customer will not exceed 50% of the Customer's recurring monthly fees for the month in which the refund is paid. The Customer should email NetAdvisor at billing@NetAdvisor.net within 30 days of the service interruption to claim their SLA credits.
NetAdvisor will maintain its network in such a manner as to provide to all customers the best possible performance to the Internet. In order to achieve this NetAdvisor makes the following guarantees to all onsite internet customers:
100% guaranteed uninterrupted transit to the internet
Zero packet loss internal to NetAdvisor network
In addition to the above performance guarantees NetAdvisor will take all reasonable measures to insure all Customer traffic reaches its destination in a timely fashion comparable and within reason to any other carrier in the area. These measures include the manipulation of routing tables so as to direct traffic to the internet using its best possible upstream link.
SHARED HOSTING & VPS SERVICE LEVEL AGREEMENT
NetAdvisor will provide at a minimum 99.9% uninterrupted access to your website, email, and other related hosting services.
Should the services become unavailable for a cumulative period beyond the allowed 0.1% in any month of service, the Customer will receive a credit equivalent to 10% of the Customer's recurring monthly fees (excluding excess bandwidth fees) for that month and then an additional 10% for every additional 30 minutes the services remain unavailable.
All credit calculations pursuant to this SLA are based on service unavailability in 30 minute increments. This SLA does not cover outages caused by Customer errors. This SLA does not cover outages due to scheduled or emergency network and/or facility maintenance, which will be broadcast to all customers in advance, either via email or posted on NetAdvisor's website, and will not exceed 4 hours in any month.
Any credits awarded under this SLA shall not exceed 100% of the Customer's recurring monthly fees for the month in which the credit is due. The Customer should contact NetAdvisor netadvisor.ca/contact within 30 days of the service interruption to claim their SLA credits.