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Network Services Tenns & Conditions North America (Ver.3 - 07/ t6)
<br />Confidential
<br />1. SERVICESANDTER\H.
<br />L L Pursuant to the CSA, Cogent will provide the Services to Customer for
<br />the Service charges. Customer's signature on the Order Fonn constitutes its
<br />acknowledgement and agreement to be bound by the CSA. Capitalized tersus
<br />are defined at the end of these Temts.
<br />1.2. Each Service's Initial Tenn is indicated on the applicable Order Form
<br />and the Initial Term will begin as of the Service Date. Customer will be
<br />deemed to have accepted the Service as of the Service Date. At the end of
<br />the Initial Tenn, each Service ordered hereunder will renew for successive
<br />Renewal Tenns equal in length to the Initial Ternt mrless and until terminated
<br />as provided herein.
<br />1.3. Each Service will be provided to the Service Location specified on the
<br />OrderFortn only, Any relocation ofa Service shall be an amendment ofsuch
<br />Service requiring the consent ofboth Parties. Customer may order additional
<br />Services or locations in North America through additional Order Forms,
<br />which will be governed by this CSA. Customer's account must be current in
<br />order to make changes to Services or order additional Services.
<br />2, SERVICE CHARGES AND MILLING.
<br />2.1. Service charges are on the Order Form and do not include applicalle
<br />Taxes unless so indicated. New services, upgrades of existing Services or
<br />relocations ofan existing Service will result in additional fees and/or charges.
<br />If a prior Service location remains ins€alled after a new Service location is
<br />installed, Customer will be responsible for Service charges for both Service
<br />locations until terminated as provided for each Service.
<br />2.2. Invoices are sent monthly in advance. Customer agrees to pay all
<br />charges and applicable Taxes for the Service withal thirty (30) days of the
<br />invoice date without counterclaim, set-off or deduction, A late charge shall
<br />be added to Customer's past due balance of the lesser of 1.5% per month or
<br />the maximum legal rate. COGENT may change the specifications, Tenns or
<br />charges for the Service for any upcoming Renewal Tern by providing
<br />Customer at least sixty (60) days advance written notice. Customer agrees
<br />that its obligation to pay service charges and Taxes under this CSA shall
<br />survive flue termination of llme CSA.
<br />2.3. Customers claiming tax exemption must provide COGENT with a
<br />properly executed exemption form.
<br />3. SERVICE USE AND INTERRUPTION.
<br />3.1. Customer's use of COGENT's Services or Network may only be for
<br />lawful purposes and must comply with COGENT's AUP. Transmission of
<br />any material in violation of any law, regulation or the AUP is strictly
<br />prohibited, Access to other networks connected to COGENT's Network
<br />must comply with such other networks' rules. Customers whose service
<br />location (as set forth on the Order Form) is a COGENT -owned or carrier
<br />neutral data center may resell COGENT's Dedicated Internet Access Service
<br />ordered in that location but not any other Service offered in Such
<br />location. Customers located in any outer service location may not resell their
<br />Service, in whole or in part.
<br />3.2. COGENT's obligations and Customer's exclusive remedies for a
<br />delayed or failed installation of a Service or the failure of COGENT's
<br />Network or any Service are stated in the COGENT SLA.
<br />4. TERILIINA'rION RESTR€CrION OR SUSPENSION.
<br />4.1. Prior to the Service Date, COGENT may terminate the CSA if not
<br />approved by COGENT corporate management (including credit check).
<br />COGENT also may, restrict, suspend or terminate the CSA, Customer's use
<br />of or access 13 any Service, or both, at any time if(n) Customer is in material
<br />breach of the CSA (including but not limited to the AUP)and, in COGENT's
<br />sole judgment, an immediate restriction or suspension is necessary to protect
<br />the COGENT Network or COGENT's ability to provide services to other
<br />cD Cogent Communications, Inc. 2016
<br />NETWORK SERVICES
<br />TERMS & CONDITIONS
<br />NORTH AMERICA
<br />customers; or (b) Customer's account is unpaid sixty (60) days after date of
<br />invoice; or (c) COGENT facilities at Customer's location are unavailable,
<br />(i.e., no connectivity and building access).
<br />4,2, Either Party may terminate the CSA: (a) at the end ofan Initial'remt or
<br />at the end ofa Renewal Term by providing the other Party with at least thirty
<br />(30) days prior written notice (notices provided during a monthly Renewal
<br />Term will not be effective until the end of the next month (Le,, notice
<br />received April 20th is effective June 1st); or (b) except as otherwise stated
<br />herein, during an Initial Tcrn or Renewal Term if the other Party breaches
<br />any material term or condition of this CSA and fails to cure such breach
<br />within thirty (30) days after receipt of written notice of the same. All
<br />termination notices by Customer must be sent separately for each Service
<br />(including terminating out Service location after a Service is switched to a
<br />new Service location) and must be sent to terms rr cogentco.com.
<br />4.3. If a Service is terminated prior to the Service Date, Customer shall pay
<br />COGENT far all Initial Costs for such Service. If the Service is tern mated
<br />after the Service Date, Customer shall pay COGENT (a) for the Service up
<br />through the date of lennimation; and (b) except in the case of tersuination by
<br />Customer as provided in Section 4.2 above, or by COGENT due to loss Of
<br />connectivity or building access at Customer's building(s) under
<br />Section 4.l He above, the Initial Coss (unless already paid) and the
<br />Termination Charge. Customer acknowledges that because actual damages
<br />10 COGENT caused by early termination ofa Service order are uncertain and
<br />would be difficult to determine, the Termination Charge is a reasonable
<br />liquidated damage and is not a penalty. Any reconncc(ions of the Service
<br />shall result in additional reconnection charges to Customer at COGENT's
<br />then -prevailing rates.
<br />4.4. If Customer defaults in an), of its payment obligations under the CSA,
<br />Customer agrees to pay COGENT's reasonable expenses, including but ;not
<br />limited to legal and collection agency fees, incurred by COGENT in
<br />enforcing its rights.
<br />5. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.
<br />5.1. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN THE SLA,
<br />THE SERVICES ARE PROVIDED "AS HS," AND NEITHER COGENT NOR ANY OF €TS
<br />PROVIDERS, LICENSORS, OFFICERS, EMPLOYEES, OR,AGENTS MAKES ANY
<br />WARRANTY, CONDITION OR GUARANTEE WITH RESPECT TO THE SERVICES OR
<br />AS TO TIME RESULTSTO DEOBTAINED FROM THE USE OFTHE SERVICES, UNDER
<br />THIS CSA OR OTHERWISE, THE SERVICES ARE PURCHASED WITH KNOWLEDGE
<br />OF THIS\VARRANTY LIMITATION. COGENTEXPRESSLY DISCLAIMS ALL OTHER
<br />WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND, FIT]IFR EXPRESS
<br />OR INIPLMD, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OR
<br />CONDITIONS OF MERCHANTABILITY, NON -INFRINGEMENT, SATISFACTORY
<br />QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, COGENT DOES NOT
<br />MONITOR, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, THE
<br />CONTENT OF ANY COMMUNICATION TRANSMITTED BY CUSTOMER OR
<br />OTHERS, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR
<br />UNAUTHORIZED USE OR MISUSE OF THE SERVICES,
<br />5.2. Wrafou' PREJUDICE TO OR LIMITING OF COGENT'S RIG}IT TO RECEIVE
<br />PAYMENT FOR SERVICES, COGENT's ENTIRE LIABILITY FOR ALL CLAIMS OF
<br />WHATEVER NATURE (INCLUDING CLAINIS BASED ON NEGLIGENCE) ARISING
<br />OUT OF THIS AGREEMENT AND ALL OTHERS BETWEEN CUSTOMER AND
<br />COGENT, AND THE PROVISION BY COGENT OF FACILITIES, TRANSMISSION,
<br />DATA, SERVICES OR EQUIPMENT INCLUDING, BUT NOT LIMITED TO, DAMAGE
<br />TO REALIPERSONAL PROPERTY, SHALL NOT EXCEED TIME LESSER OF (A) THE
<br />AMOUNT PAID BY CUSTOMER FOR THE SERVICE AT ISSUE IN TIIE PRIOR SIX (6)
<br />MONTHS TO THE ACTION GIVING RISE ID THE CLAIM, OR (B) ONE HUNDRED
<br />THOUSAND DOLLARS (SI00,000.00) IN TOTAL; PROVtDED, HOWEVER, THAT
<br />']'HE FOREGOING LIMITATIONS SHALL NOT APPLY FOR DEATH OR PERSONAL
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<br />Cogent Communications, Inc. 2450 N St., NW, Washington, D.C., 20037 202.295.4200 waw.c�eulco.coin
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