This Internet Co-Location Agreement made as of the ____ day of _____, 20__

 

BETWEEN

 

 

Koi Media Ltd., an Alberta corporation (“Koi”) of

Mail address:      PO Box 20061 RPO Beverly, Edmonton,

                           Alberta, Canada  T5W 5E6

 

Delivery address:    __________________________________

E-mail address:       webmaster@koimedia.com

Facsimile number:   (780) _____________________________

 

 

Of the First Part

 

 

and

 

__________________________ (the “Customer”) of

 

Mail address:         ___________________________________

                                 __________________________________

 

Delivery address:     __________________________________

                                  __________________________________

 

E-mail address:        __________________________________

Facsimile number:   (780) _____________________________

 

Of the Second Part

 

WHEREAS:

 

A.                 Koi is a service provider of telecommunication services using wide area computer networks including, without limitation, the internet;

 

B.                 Koi has the right to use and sell certain bandwidth to Customer and to connect Customer’s server to the internet;

 

C.                 Customer wishes to have its server connected to the internet and to purchase the use of bandwidth therefore from Koi;

 

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

 

1.                  Definitions

 

For the purpose of this agreement the following terms shall have the following meanings respectively:

 

(a)                “Burst” – bandwidth usage by Customer in excess of the bandwidth block purchased hereunder;

 

(b)               “Internet Connection” – connection of Customer’s server to the internet by Koi;

 

(c)                “Kbps” – kilobytes per second of bandwidth usage;

 

(d)               “Mbps” – megabytes per second of bandwidth usage;

 

(e)                “Price” – the price payable by Customer to Koi each month while Internet Connection exists, as set forth in Schedule “A” for the Plan initialed by Customer in Schedule “A”;

 

(f)                 “Server Placement” – placement of Customer’s computer server at a location where it is capable of being connected to the internet;

 

(g)                “Term” – 12 months commencing on the date of Internet Connection.

 

2.                  Internet Connection

 

Koi agrees to provide Customer with Server Placement, one IP address, and Internet Connection for the Term, based on the Plan initialed by Customer in Schedule “A” hereto, at the Price applicable to such Plan.

 

3.                  Payment of Price

 

Customer agrees to pay to Koi the Price applicable to the Plan initialed by Customer in Schedule “A” hereto, payment to be prepaid before the first of every month, with interest on any unpaid amount from the due date to the date of payment at the rate of 2% per month, compounded monthly.  Billing will begin upon Internet Connection.

 

4.                  Customer’s Warrant as to Legality of Data

 

Koi is not responsible for the type of data conveyed via Customer’s server.  Customer warrants to Koi that all data conveyed via Customer’s server will comply with the laws of Canada and the United States of America.

 


5.                  Koi’s Name not to be Used

 

Customer shall not use the Koi name or any derivative thereof in any literature or advertising in any form without the prior written consent of Koi. 

 

6.                  Interruption of Service

 

Koi does not guarantee uninterrupted internet service to Customer and shall not be held liable for any direct, indirect, incidental or consequential damages suffered or sustained by anyone in connection with the Internet Connection.  The provision of Internet Connection at any particular bandwidth rate does not constitute a guarantee of the end to end throughput or bandwidth available to Customer.  Koi is not responsible for any consequences resulting from hardware or software failure.  Koi will provide support for any hardware provided by it for the Internet Connection, and should any problems arise with Koi’s hardware or software it will take reasonable action to rectify the situation and will keep Customer informed of the progress.  If Customer’s server or the data transmitted via such server is in some way harmful to the network Koi reserves the right to disconnect the Internet Connection until the problem is resolved.

 

7.                  Termination by Koi

 

Koi reserves the right to terminate this Agreement:

 

(a)                without reason or cause by giving 30 days notice in writing of its intention to terminate;

 

(b)               forthwith if Customer defaults in making the payments required of it hereunder.

 

8.                  Termination by Customer

 

Customer may terminate this Agreement by giving 30 days prior written notice to Koi of Customer’s intention to terminate and payment by Customer to Koi of 50% of the total monthly Price payable by Customer for the remaining portion of the Term.

 

9.                  Access to Server

 

Koi shall grant to Customer reasonable access to the premises where Customer’s server is located, provide that such access shall be during normal business hours and shall be arranged by Customer with Koi not later than 24 hours before such access.

 


10.              Non-Enforcement does not Constitute Waiver

 

Failure by either party at any time to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provisions or the exercise of any other right hereunder. 

 

11.              Continuance of Agreement

 

The provisions of this Agreement shall continue in effect until the final performance of all of the respective obligations set forth in the respective articles. 

 

12.              Agreement Supercedes

 

The parties acknowledge and agree that this Agreement represents a composite of all previous agreements reached to date and that hereafter this Agreement is the only agreement between the parties with respect to the rights and obligations contemplated by this Agreement and shall supercede and replace any discussion, letter or form of agreement, oral or written, which may exist as of the date of execution and delivery of this Agreement. 

 

13.              Applicable Law

 

This Agreement shall be construed and enforced in accordance with and the rights of the parties shall be governed by the laws of the Province of Alberta, Canada.  Each of the parties hereby irrevocably attorns to the jurisdiction of the courts of the province of Alberta.

 

14.              Time

 

Time shall be of the essence of this Agreement.

 

15.              Notices

 

All notices, payments, statements or other documents that any party to this Agreement is required to or elects to give to the other will be in writing and will be delivered in one of the following ways:

 

(a)                by personal delivery;

(b)               by addressing the notice as indicated below and depositing the same by first class mail, postage prepaid, in the United States or Canadian mail;

(c)                by Federal Express;

(d)               by facsimile transmission (not valid for payments); or

(e)                by e-mail (not valid for payments).

 

The parties addresses for mail, delivery, facsimile and e-mail are as set out at the beginning of this Agreement and may be changed by a party giving notice to the other party hereto in the manner provided in this section.  Each notice, statement or other document so delivered, except as this Agreement expressly otherwise provides, shall be conclusively deemed to have been given when delivered personally or by Federal Express, or in the case of delivery by United States or Canadian mail, five business days after the date of mailing, or when delivered by facsimile transmission or e-mail, on the day following such facsimile transmission or e-mail transmission.  

16.              Schedule “A”

Schedule “A” hereto forms part of this Agreement.

17.              Amendment

 

Any amendments to this Agreement must be in writing and must be signed by a duly authorized representative of Koi and by a duly authorized representative of the Customer.

 

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

 

 

Koi Media Ltd.

 

per:

Donald Raymer

 

 

_____________________

Customer Name

 

per:

Authorized officer of Customer


 

 

Schedule “A”

 

 

1.                  Escorted server access.

 

Customer

Initials

EscortedPlan

Included Bandwidth

One Time Set-up Fee

Monthly Access Cost

Bandwidth Overages

 

Single Rackmount server up to 4U

10 GB

$100

$99

$6.25

 

 

Small Tower Server up to 19"

10 GB

$100

$125

$6.25

 

 

Large tower server up to 30"

10 GB

$100

$150

$6.25

 

Single Rackmount server up to 4U

25 GB

$100

$175

$6.25

 

 

Small Tower Server up to 19"

25 GB

$100

$200

$6.25

 

 

Large tower server up to 30"

25 GB

$100

$225

$6.25

 

 

Full 19" Rack

25 GB

$150

$295

$6.25

 

Single Rackmount server up to 4U

50 GB

$100

$275

$6.00

 

 

Small Tower Server up to 19"

50 GB

$100

$300

$6.00

 

 

Large tower server up to 30"

50 GB

$100

$325

$6.00

 

 

Full 19" Rack

 

50 GB

$150

$395

$6.00

 

6 month prepaid discount

 

No Set-up Fee

 

 

 

 

 

12 month prepaid discount

 

 

No Set-up fee Last month access cost free

 

 

 

 

2.                  Unescorted 24 / 7 server access.

 

Customer

Initials

Unescorted Plan

Included Bandwidth

One Time Set-up Fee

Monthly Access Cost

Bandwidth Overages

 

Full 19" Rack Cage

50 GB

$300 +
$50 deposit

$450

$5.50

 

 

6 Rack Cage

50 GB

$300 +
$50 deposit

$800

$5.50

 

 

12 Rack Cage

50 GB

$300 +
$50 deposit

$1500

$5.50

 

 

12 months prepaid

 

No set-up fee and
Last Month service free

 

 

 

6 months prepaid 19” Rack Cage

 

 

1/2 price set-up fee

 

 

 

 

 

6 months prepaid 6 rack cage

 

$300 Discount

 

 

 

 

6 months prepaid 12 rack cage

 

$700
Discount