Hosting Terms

These terms (the “Terms”) govern the services and packages known as "Hosting Services" provided by DLC Technology Solutions, Inc. or its subcontractors or assigns to any active customer (“Customer” or “you”). These terms, together with the signed Scope of Work, Quotation and/or Proposal document(s) (“Quotation”) make up the overall terms of service for the relationship between DLC Technology Solutions, Inc. and you, the Client as it pertains to these services. Note that any other service package, resold service or cloud based services, products or applications are not governed by these terms. Please reference your quotation for applicable terms for those products.

ACKNOWLEDGEMENT

By accessing, ordering, using, or paying invoices regarding the services known as "Hosting Services" you (“You” means the legal entity that you are authorized to represent and on whose behalf the services are purchased) and other users of the Services (collectively, “Users”) agree to these Terms. If You do not agree to these Terms, you may not access or use the services or permit others to do so on your behalf.

DEFINITIONS

"As a service" offerings including HaaS (Hardware as a service), IaaS (Infrastructure as a service), FWaaS (Firewall as a service), or any product that includes "rental" in the description of the line item or equipment provided on a subscription basis, where DLC or the Vendor or Manufacturer retains ownership of the device and the Customer is able to utilize it during the subscription term.

"Hosting Services", is a service that provides space for "As a service" subscription or rental based equipment such as a server, firewall or other related Information Technology equipment in one of DLC's existing equipment racks located within a commercial grade data center.

"Space" refers to the rack space used by the Customer as part of the Hosting service.

An Active Customer is one that is currently paying the recurring service fee for "Hosting Services" and owes no past due amounts to DLC.

"Quotation" is the scope of work, quote, proposal or other signed document between the parties that details the work to be performed or the services or products to be provided.

CHANGES
DLC reserves the right to change any of the terms of these Terms by posting the revised Terms on the Website and/or by sending an email to the last email address that the Customer has given to DLC. Any such change shall be effective immediately with respect to any new customer and retroactive to the date of notice with respect to any existing customer who does not terminate the Service within 10 days after the earlier of such posting or email.

ELIGIBILITY
DLC requires that any individual customer be at least 18 years of age. Customer warrants that their use of the Service does not violate any law or regulation.

DESCRIPTION OF SERVICES

DLC shall provide a variety of services under the service names of "Hosting Services" or "Hosting."  Such services may be added on to an other existing DLC service plan or Agreement or may be sold separately.  The specific services purchased (if any) and any components or custom terms included shall be specified on the Quotation.

INCLUDED SUPPORT AND SERVICES

DLC leases data center space from one or more commercial data centers for its own use as well as the use of its customers.  The "Hosting services" specified on the sales quotation refers to permitting the use of a portion of this space to house the Customer's "As a service" based equipment.  The amount of space may be specified in number of "Rack Units" or RU; or may be an add-on for an individual piece of equipment only.

The Hosting service includes the following features:

- The number of RU specified in the Quotation, for housing of one or more pieces of "As a service" subscription based equipment OR the housing of a specific piece of equipment (in the case of a Hosting add-on to a single "As a service" SKU).

- Redundant A and B bus power sources (usually 208V) for the equipment.

- Power protection including UPS and Generator backup.

- Climate control for temperature and humidity within industry norms

- Established BAA between DLC and Data Center owner/provider and their Network Operations Teams

- Data Center security with access to the rack space(s) limited only to authorized DLC staff.  (Ask for details about the specific data center to be utilized for details about security and compliance levels of that particular data center.)

- Complimentary Shared Internet Access (See Internet access section below for details)

What is not included:

- Use of any space outside the specified rack and RU's designated for the customer.

- Dedicated Internet Access (must be purchased separately from DLC or directly from a provider)

- Physical Client access - Customer is not permitted to visit the data center location. 

-  Installation, maintenance and support of equipment. All installation and service must be provided by DLC staff and performance of such service will be governed by a separate services agreement.

- Equipment itself.  Equipment must be provided via a separate "As a service" type agreement between DLC and Customer.  DLC will not permit the hosting of Customer-owned equipment.

OPTIONAL SERVICES

A number of additional and related services may be specified on the Customer Quotation.  These will be subject to the terms and pricing indicated on the Quotation and simultaneously bound by the terms of this document.

TERM and TERMINATION OF AGREEMENT
Hosting Services are available on an Annual, Two-Year, or Three-Year term. The term length is specified on the Customer's Quotation. 

This Agreement shall remain in full force and effect for the term length specified on the Customer's quotation. At the conclusion of the initial term, this Agreement will automatically renew for successive one (1) year terms unless either Party gives the written notice to the other Party at least one-hundred and twenty (120) days prior to the expiration of the then-current term of its intent not to renew.

Termination for Non-Payment:
Provider shall have the option of terminating this agreement for non-payment of any invoices and sums owed to provider with said termination to be effective immediately.  

Upon termination for any reason Client shall receive an invoice for all cancellation fees, services and products rendered to be paid within fifteen (15) days of the date of the final invoice. Any monies already paid will not be refunded.  

REMOVAL OF EQUIPMENT

On the expiration or earlier termination of this Agreement, DLC will terminate power to all equipment on the date of termination.  DLC will remove from the rack space and data center building all Customer Equipment (including all wiring and cabling relating thereto, but excluding all cabinets, cages, home run wiring and cross connects). 

Customer equipment that was provided by DLC as part of an "As a service" or "rental" offering will be retained by DLC and the equipment disposition shall be determined by the appropriate "As a service" or "rental" agreement terms.

The removal of equipment and its delivery back to DLC or to Vendor/Manufacturer shall incur DLC service charges.  The rates for DLC's removal and delivery services shall be governed by the then-current services agreement in place between Customer and DLC. In the absence of such an agreement the rate shall be $200 per hour plus travel expenses and shipping charges. 

ADJUSTMENT OF FEES
DLC reserves the right to adjust service fees at the end of each term. In the case of a multi-year agreement term DLC reserves the right to increase service fees annually during the initial term however such mid-term increases shall not exceed 5%.

BILLING AND PAYMENT

Billing begins on the date the Space is made available to the Customer and will not be delayed due to Customers lack of readiness to make use of the space.  In the case of a Dedicated Internet Access installation it is required that the Hosting Space be paid and allocated prior to the ordering of any circuits.

Customer shall pay fees to DLC as detailed on the applicable Sales Quote, Proposal, Agreement, Service Plan Description, or Invoice. Customer shall pay fees in U.S. Dollars. Customer shall receive monthly statements reflecting the charges accrued, hours spent, travel expenses incurred by DLC related to this agreement and each service incident, and total amount due. Payment by the Customer for the total statement amount shall be due by the first of each month.  All payments are in full month increments, and no partial month refunds or prorations will be made. 

Payments for any recurring monthly fees are due in advance each month and must be paid via automated EFT, credit card or pre-paid annually. In the case of credit card payments, the Client’s credit card information will remain on file with the DLC to facilitate automatic monthly payments. A separate credit card agreement may be required. 

Past due amounts are subject to a 5% monthly late fee or $20 per month, whichever is greater. DLC reserves the right to power off all equipment located in the rack or Data Center Hosting space, cease all work and services in progress with no less than 24 hours notice should balances remain unpaid. Client shall be responsible for all attorneys fees and costs associated with collecting past due amounts.

The customer quotation may also specify certain amounts due upon contract execution or "non-recurring" or "one-time" fees.  Any such fees must be paid in full before preparation and provisioning of any Hosting service or related services can commence.

Any applicable sales taxes will be charged in addition to the fees specified on the quotation or invoice.

INSTALLATION and INTERCONNECTION

Any equipment to be installed in the Space must be new or like-new working order, owned by DLC or the appropriate Vendor or Manufacturer, or Finance Company, and part of an "As a service" offering by DLC.  DLC retains the right to deny the installation of any product or piece of equipment within the space.  Such denial does not waive any term of this agreement nor does it constitute a reason for termination of this agreement.

DLC will deliver, install and interconnect any "As a service" equipment on the Customer's behalf in the space provided.  This work will be performed under a separate services agreement between the Customer and DLC.  While the Customer is not permitted in the Data Center facility, DLC will make pictures available of the installed equipment and make them available to the Customer if desired.

MMR SERVICES

The Data Center facility includes "Meet Me Room" services where Customer can order Fiber based Internet circuits for their Hosted equipment.  DLC will coordinate and install those services through a separate agreement, however any cross-connect fees, MMR fees, or Fiber equipment fees are beyond the scope of this Agreement and will be charges separately including any one-time or monthly fees.  

COMPLIMENTARY SHARED INTERNET ACCESS

While Customers are encouraged to purchase their own, dedicated Internet access for any production activities on their Hosted equipment, the Hosting service includes Complimentary Shared Internet Access for the Customer's use.  It is typically provided via a single 1G Copper Ethernet (RJ45) connection which the customer can use to connect its equipment to the Internet.  This service is shared amongst other DLC services and Customers, and is unprotected "outside the firewall" direct Internet connection.  It is limited to a maximum of 1Gbps throughput, and is "best effort" therefore no minimum service level or uptime is guaranteed.

A single static IP Address will also be provided for the Customer to make use of this connection.

Customer access to the Complimentary Shared Internet Access is completely at the discretion of DLC, and your access to it may be blocked, suspended, or terminated at any time for any reason including, but not limited to, violation of this Agreement, actions that may lead to liability for DLC, disruption of access to other users or networks, excessive traffic or abuse, or violation of applicable laws or regulations. This is an open internet network. Customer is responsible for implementing their own firewall or other protections.

SERVICE LEVEL AGREEMENT

DLC provides this Hosting on a best effort basis.  However should the Hosting service fail to provide power or adequate HVAC which results in the equipments inability to be powered on; DLC will credit the customer on a pro-rated basis based on the number of hours of downtime specifically caused by the Hosting environment divided by 720 to establish a percentage.  That percentage of the Hosting fees for that month shall be credited to the Customer's account.  Customer must request this credit in writing before it will be applied.  Any credits are not to exceed 50% of one month's service fees for the Hosting service.  Credits in total across a 12 month period are also limited to a maximum equivalent to 150% of the average monthly Hosting service fee.

This SLA does NOT cover failures of the equipment itself, failures in any networking connectivity, improper configurations, or any other failure unrelated to the Hosting service itself.

INTERRUPTION OF SERVICES

Customer acknowledges that DLC or the Data Center provider may temporarily interrupt the Services for the reasons of mandate by law, utility stoppage beyond its control, or maintenance and repair required to operate and to maintain the plumbing, mechanical and electrical systems of the Building or the MMR. DLC shall provide at least three (3) calendar days’ prior written notice to Customer of such scheduled maintenance and repairs, except in an emergency.

CASUALTY / CONDEMNATION

DLC may terminate this Agreement by written notice to Customer in the event (a) the Building is damaged by fire, windstorm, tornado, flood or other casualty, whether or not the Space or Services are affected, and one or more of the following conditions are present: (i) in Data Center Provider's reasonable judgment, the repairs cannot be accomplished within sixty (60) days after the date of discovery of the damage, (ii) any lender or lessor of Data Center Provider requires that this Agreement be terminated, (iii) the damage is not fully covered by Data Center Provider's insurance, or (b) all or any portion of the Building is taken by eminent domain, or Licensor grants a deed or other instrument in lieu of such taking. DLC shall have no liability to Customer as a result of any casualty or eminent domain.

FORCE MAJEURE

DLC will not be liable for events of Force Majeure or acts or omissions by the Customer which are in conflict with these Terms