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Managed Service Level AgreementOSXLand's SLA is a contract between you, the customer, and OSXLand. It defines the terms of our responsibility and the money back guarantees if our responsibilities are not met. We want our customers to feel at ease with their decision to move their site to OSXLand, and knowing that OSXLand takes your site's uptime as seriously as you do is imperative.The OSXLand SLA covers three components that support the availability of your web site: 100% Network Uptime OSXLand guarantees that its network will be available 100% of the time in a given month, excluding scheduled maintenance. Network uptime includes functioning of all network infrastructure including routers, switches and cabling, but does not include services or software running on your server. Network downtime exists when a particular customer is unable to transmit and receive data and is measured from the time the trouble ticket is opened. OSXLand Guarantee: Upon experiencing downtime, OSXLand will credit the customer 5% of the monthly fee for each 30 minutes of downtime (up to 100% of customer's monthly fee for the affected server) against your next monthly invoice. Infrastructure OSXLand guarantees that the critical infrastructure systems will be available 100% of the time in a given month, excluding scheduled maintenance. Critical infrastructure includes functioning of all power and HVAC infrastructure including UPSs, PDUs and cabling, but does not include the power supplies on customers' servers. Infrastructure downtime exists when a particular server is shut down due to power or heat problems and is measured from the time the trouble ticket is opened to the time the problem is resolved and the server is powered back on. OSXLand designates time periods ("Scheduled Maintenance Windows") during which it may limit or suspend the availability of the hardware and/or software involved in providing its Services and Products (an "Outage") to perform necessary maintenance or upgrades. If planned maintenance has the possibility of making the server or servers, as the case may be, utilized by Customer inaccessible to the Internet during a Scheduled Maintenance Window Company will provide not less than twenty-four (24) hours prior electronic mail or other notice to Customer of the Scheduled Maintenance OSXLand Guarantee: Upon experiencing downtime, OSXLand will credit the customer 5% of the monthly fee for each 30 minutes of downtime (up to 100% of customer's monthly fee for the affected server) against your next monthly invoice. Hardware OSXLand guarantees the functioning of all hardware components and will replace any failed component at no cost to the customer. Hardware is defined as the Processor(s), RAM, hard disk(s), motherboard, NIC card and other related hardware included with the server. This guarantee excludes the time required to rebuild a RAID array and the reload of certain operating systems and applications. Hardware replacement will begin once OSXLand identifies the cause of the problem. Hardware replacement is guaranteed to be complete within two hours of problem identification. OSXLand Guarantee: In the event that it takes us more than two hours to replace faulty hardware, OSXLand will credit the customer 5% of the monthly fee per additional hour of downtime (up to 100% of customer's monthly fee for the affected server) against your next monthly invoice. Operating Systems and Installed Software OSXLand guarantees that maintenance and regular updates will be applied to servers when within 30 days of patches being made available from the Operating System Vendor. Software maintenance or upgrades on servers will be performed during regularly scheduled maintenance windows. To receive an SLA credit, OSXLand customers must contact their account manager Master Services AgreementMASTER SERVICES AGREEMENT between Ongo Networks, LLC . d/b/a OSXLand Managed Hosting ("we" or "OSXLand") and the customer who signs our Service Order ("you").1. HOW THIS AGREEMENT WORKS You will be asked to sign a Service Order that lists the services you have chosen and the related fees. The Service Order will incorporate this Master Services Agreement, a Service Level Agreement, and an Acceptable Use Policy. It may also incorporate an addendum to this Master Services Agreement if you are purchasing services for which we have special legal terms. When we use the term "Agreement" in any of these documents, we are referring collectively to all of them. The Agreement is effective as of the time that you sign the Service Order we prepare. 2. SOME DEFINED TERMS Some words used in the Agreement have particular meanings: "Acceptable Use Policy" or "AUP" means the OSXLand Acceptable Use Policy posted at http://www.OSXLand.com/ as of the date you sign the Service Order. "Business Day" or "Business Hours" means 8:00 a.m. - 5:00 p.m. Monday through Friday, United States pacific time, excluding federal public holidays in the United States. "Confidential Information" means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including: (i) for you, all information transmitted to or from, or stored on, your OSXLand servers or other devices, (ii) for OSXLand, unpublished prices and other terms of service, audit and security reports, server configuration designs, data center designs (including non-graphic information you may observe on a tour of a data center), and other proprietary technology, and (iii) for both of us, information that is marked or otherwise conspicuously designated as confidential. Information that is developed by one of us on our own, without reference to the other's Confidential Information, or that becomes available to one of us other than through violation of the Agreement or applicable law, shall not be "Confidential Information" of the other party. "Managed Hosting Service" means the services detailed in the Service Order and Service Level Agreement, plus Support. "Personally Identifiable Information" or "PII" means any information that identifies an individual, such as name, social security number or other government issued number, date of birth, address, telephone number, biometric data, mother's maiden name, or other personally identifiable information; (ii) any "non-public personal information" as that term is defined in the Gramm-Leach-Bliley Act found at 15 USC Subchapter 1, § 6809(4), and (iii) "protected health information" as defined in the Health Insurance Portability and Accountability Act found at 45 CFR §160.103. "Service" or "Services" means the Managed Hosting Service and any Supplemental Services we may provide to you, collectively. "Service Commencement Date" means the date on which we provide the access codes that enable you to send and receive information to use the Managed Hosting Service. "Service Level Agreement" means the Service Level Agreement incorporated by reference in your Service Order. "Supplemental Service" means any service we provide to you other than the Managed Hosting Service. "Support" means (i) management of the Managed Hosting Service by support specialists, (ii) availability of live emergency support twenty four hours per day, seven days per week, year round; (iii) standard live support during business hours; (iv) use of the MyOSXLand™ customer portal. 3. OUR OBLIGATIONS Contingent on your satisfaction of OSXLand's credit approval criteria, OSXLand will provide you with access to the Managed Hosting Service starting no later than the time stated in the Service Order. OSXLand will provide the Managed Hosting Services to the standards stated in the Service Level Agreement for the term of the Agreement. OSXLand will also perform those Supplemental Services that we agree with you in writing to perform. 4. YOUR OBLIGATIONS You must use reasonable security precautions in light of your use of the Services, including encrypting any PII transmitted to or from, or stored on, the OSXLand servers or storage devices you use. You must comply with the laws applicable to your use of the Services and with OSXLand's Acceptable Use Policy. You must cooperate with OSXLand's reasonable investigation of Service outages, security problems, and any suspected breach of the Agreement. You must provide OSXLand with accurate information to help OSXLand determine if any tax is due with respect to the provision of the Services. You are responsible for keeping your billing and other account information up to date. You must pay when due the fees for the Services stated in the Service Order(s) or other agreement between us. 5. PROMISES WE DO NOT MAKE 5.1 We do not promise that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information and property. 5.2 We disclaim any and all warranties not expressly stated in the Agreement including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. You are solely responsible for the suitability of the service chosen. Unless otherwise agreed, all Supplemental Services are performed on an "AS IS, AS AVAILABLE" basis. 5.3 We do not promise to back up your data unless you have purchased back up services. We do not promise to retain the data back up for longer than the agreed data retention period. 6. UNAUTHORIZED ACCESS TO YOUR DATA OR USE OF THE SERVICES OSXLand is not responsible to you for unauthorized access to your data or the unauthorized use of the Services unless the unauthorized access or use results from OSXLand's failure to meet its security obligations stated in the Agreement. You are responsible for the use of the Services by any employee of yours, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you. 7. TERM The initial term begins on the Service Commencement Date and continues for the period stated in the Service Order. If no term is specifically defined, then the initial term of the contract is understood to be 12 months. Upon expiration of the initial term, we may offer you the option of renewing the Agreement for one or more additional terms having a fixed number of months. If you do not renew the Agreement for a fixed term, it will automatically renew for successive extended terms of one month each unless and until one of us provides the other with thirty (30) days advance written notice of non-renewal. 8. FEES 8.1 Your first invoice will include the initial one time set up fee and a prorated part of the monthly recurring fee from the Service Commencement Date to the last day of the calendar month. We may require you to pay this initial invoice before beginning the Managed Hosting Service. Following the Service Commencement Date, monthly recurring fees will be billed monthly in advance on or around the first day of each calendar month. Non-recurring fees, such as bandwidth overages, will be billed monthly in arrears. Fees for any Supplemental Services will be billed in the amounts and at such times as we agreed with you in writing. 8.2 Fees are due on receipt of invoices. OSXLand may suspend all Services (including Services provided pursuant to any unrelated Service Order or other agreement we may have with you) if payment of any invoiced amount is overdue, and you do not pay the overdue amount within four Business Days of our written notice to your billing contact. You agree that if your Service is reinstated after a suspension for non-payment, you will pay a reasonable reinstatement fee. OSXLand may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). If any amount is overdue by more than thirty days and OSXLand brings a legal action to collect, you must also pay OSXLand's reasonable costs of collection, including attorney fees and court costs. If your check is returned for insufficient funds, we may charge you a fee up to the maximum amount permitted by law. 8.3 Following expiration of the initial term, we may increase the fees for the Managed Hosting Service on thirty days advance written notice unless you have agreed to a fixed renewal term. 8.4 If OSXLand is required by law to pay taxes on the provision of the Service, you must pay OSXLand the amount of the tax that is due or provide OSXLand with satisfactory evidence of your exemption from the tax. Fees must be paid in U.S. Dollars. Invoices that are not disputed within 180 days of invoice date are conclusively deemed accurate. 9. EXPORT MATTERS You represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom OSXLand is legally prohibited to provide the Services. You may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export Administration Regulations, nor may you provide administrative access to the Service to any person (including any natural person or government or private entity ) that is located in or is a national of Cuba, Iran, Libya, Sudan, North Korea or Syria or any country that is embargoed or highly restricted under United States export regulations. 10. CHANGES TO THE ACCEPTABLE USE POLICY We may change our Acceptable Use Policy to add restrictions on your use of the Services provided that any new restrictions are reasonable and consistent with hosting industry norms. Any changes to the AUP made during the term of your Agreement will become effective as to you upon the first to occur of: (i) renewal, (ii) your execution of a new/additional Service Order for your configuration that incorporates the revised AUP by reference, or (iii) thirty days following our notice to you describing the change. If a change to the AUP materially and adversely affects you, you may terminate the Agreement by giving us written notice of termination on such grounds no later than thirty days following the date the change became effective as to you. We will not charge you an early termination fee for a termination on such grounds. If you terminate your Service because we have modified our AUP in a way that adversely affects you, we may decide to waive that change as to you and keep your Agreement in place for the remainder of the term. 11. SUSPENSION OF SERVICES You agree that we may suspend Services without liability if: (i) we reasonably believe that the Services are being used in violation of the Agreement; (ii) you don't cooperate with our reasonable investigation of any suspected violation of the Agreement; (iii) there is an attack on your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which we reasonably believe that the suspension of Services is necessary to protect the OSXLand network or our other customers; (iv) if required by law, or (v) you fail to make your monthly payment within 5 (five) days of the due date. We will give you advance notice of a suspension under this paragraph of at least twelve Business Hours unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect OSXLand or its other customers from imminent and significant operational or security risk. 12. TERMINATION FOR BREACH 12.1 You may terminate the Agreement for breach if we materially fail to provide the Managed Hosting Service as agreed and do not remedy that failure within ten days of your written notice describing the failure, or if we materially fail to meet any other obligation stated in the Agreement and do not remedy that failure within thirty days of your written notice describing the failure. 12.2 We may terminate the Agreement for breach if we discover that the information you provided to us for the purpose of establishing the Services is materially inaccurate or incomplete, or the individual signing the Agreement did not have legal right or authority to enter into the Agreement on behalf of the person represented to be the customer, your payment of any invoiced amount is overdue and you do not pay the overdue amount within four Business Days of our written notice, or you fail to comply with any other provision of the Agreement and do not remedy the failure within thirty days of our notice to you describing the failure. We may also terminate the Agreement for breach if you violate the AUP more than once even if you cure each violation. 13. TERMINATION FOR CONVENIENCE 13.1 You may terminate a 12 month Agreement at any time on thirty days advance written notice by paying the 90% of the contract total, less any monthly service fees already paid. 13.2 You may terminate a multi-year month Agreement at any time on thirty days advance written notice by paying the 75% of the contract total, less any monthly service fees already paid.
If we terminate the Agreement for your breach or your failure to pay for any services, in addition to other amounts you may owe, you must pay an early termination fee equal to the monthly recurring fees for the remaining portion of the then-current term. 15. CONFIDENTIAL INFORMATION Why Choose Xserve?The Mac Xserve platform is the ultimate tool to turbocharge your
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