Service Agreement for dedicated servers and legacy VPS

PURPOSE OF THE AGREEMENT

Under this agreement, Gates2Host.COM provides Internet connectivity services (the Bandwidth) and the equipment (the Hardware) and the licensing of commercial, closed source software (the Software), if applicable, together comprising the dedicated server/virtual dedicated server package under this Agreement (together the Service).

"Agreement" refers to this document and any Service Contract. "Service Contract" refers to a service you request, for a specific amount of payment and specific length of time. "Service(s)" refers to services rendered by Gates2Host.COM to CLIENT in accordance with the Service Contract.

TERMS AND CONDITIONS

Gates2Host.COM will provide the Service according to the following terms and conditions:

1. PRICES, PAYMENT TERMS AND SUSPENSION/CANCELLATION:

• A. Term: This agreement will be effective on the date Gates2Host.COM provisions Service and shall automatically terminate when all Service Contracts expire after following correct cancellation procedures, due to violation of our policies or lack of payment. The term for each of the individual Service is defined in each Service Contract. The total initial cost, plus the first billing period of service is due at the commencement of the contract. Gates2Host.COM shall establish the recurring billing date.
• B. Payment: CLIENT agrees to pay recurring and non-recurring charges for Gates2Host.COM Service, as set forth in the Service Contract and all charges for Third Party Services, if applicable. You will be billed in advance of the month in which recurring services will be provided. Payment for all recurring monthly fees, extra charges and other expenses shall be deemed overdue if they remain unpaid five (5) days after the due date. An email announcing your next payment date will be sent to the contact email addresses you provided to Gates2Host.COM. It is not Gates2Host.COM's responsibility if you do not receive or read that email due to any circumstances beyond our control. Any undisputed amounts will be due and payable along with a claim detailing the basis for any disputed charges. Your failure to fully pay any recurring monthly fees and expenses within five (5) days after payment is due will be deemed a material breach of this Agreement, justifying Gates2Host.COM's suspension of its performance of the Service, which will be followed by deletion of client's Service. Gates2Host.COM may without prejudice to any other remedy or right it may have, suspend delivery of the Service to you until such failure is cured. Any such suspension or termination would not relieve you from paying any fees due. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees.
• C. Disconnection: Service will be disconnected if they remain unpaid five (5) days after the due date. In the event of disconnection, you will not be credited for the time your Service were off-line. Reactivation of service will only be performed during Gates2Host.COM's regular business hours (Monday through Friday, 9:00 a.m. to 6:00 p.m. Pacific Time). All accounts that have not been paid in full after five (5) business days after payment is due may be sent to a collection agency.
• D. Prices do not include taxes, except as specifically stated herein. CLIENT agrees to pay or reimburse Gates2Host.COM for any applicable taxes that are levied based on the transactions hereunder, exclusive of taxes on income and real estate taxes on the Data Center. Any such charges shall be invoiced and payable within the payment terms of this Agreement. Gates2Host.COM agrees to provide CLIENT with reasonable documentation to support invoiced amounts applied to taxes within thirty (30) calendar days of receipt of a CLIENT's written request.
• E. You agree to pay for all fees, charges and expenses due according to the prices and terms listed in each Service Contract. You shall be responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Service.
• F. If CLIENT has provided Gates2Host.COM with valid credit card for the purpose of paying for Service, CLIENT shall permit Gates2Host.COM to automatically charge such credit card for the purpose of paying recurring and non-recurring charges related to CLIENT's usage of Service.
• G. Gates2Host.COM is not responsible for additional bank fees, interest charges, overdraft charges, finance charges or any other charges and fees that may arise from charges made by Gates2Host.COM on your credit card.
• H. All charges are non-refundable unless stated otherwise or as provided by applicable law.

2. TERM OF AGREEMENT, TERMINATION AND RENEWAL:

• A. The minimum term of the CLIENT's dedicated contract shall be the period set forth in the Service Contract. The penalty for breaking the contract early, should be equal to the unused term at the time of cancellation. All services are minimum one month contract, unless specified otherwise for your specific Service.
• B. This Contract Term will be automatically renewed for one extra month (Renewal Term) unless either party gives written notice to the other party of non-renewal, such notice to be delivered at least thirty (30) calendar days before the end of the Contract Term or Renewal Term.
• C. Cancellation of accounts MUST be done according to our cancelation procedures. This master agreement may be canceled with 30 days written notice prior to the date of cancellation. CLIENT acknowledges that the full amount of contract is due regardless of cancellation of contract. Any termination of this Agreement shall not relieve you of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by you to Gates2Host.COM as provided in this Agreement.
• D. Gates2Host.COM will erase or otherwise destroy all data upon termination of this Agreement.
• E. In the event the Data Center becomes the subject of a taking by eminent domain by any authority having such power, Gates2Host.COM shall have the right to terminate this Agreement. Gates2Host.COM shall attempt to give CLIENT reasonable advance notice of the removal schedule. CLIENT shall have no claim against Gates2Host.COM for any relocation expenses, any part of any award that may be made for such taking or the value of any un-expired term or renewed periods that result from a termination by Gates2Host.COM under this provision, or any loss of business from full or partial interruption or interference due to any termination. However, nothing contained in this Agreement shall prohibit CLIENT from seeking any relief or remedy against the condemning authority in the event of an eminent domain proceeding or condemnation that affects the Service.
• F. Gates2Host.COM may suspend or terminate your Service for any reason without prior notice. Upon such termination, your right to use Service will end immediately and you will no longer have access to Service and/or the data within. If we terminate this Agreement without cause, you will receive a refund of the unused portion of Service.
• G. Gates2Host.COM reserves the right to suspend or terminate Service if usage of such Service is disrupting the performance of other clients or is harmful to other clients and/or networks due to, but not limited to, excessive usage of resources, attacks upon your Service, illegal activities or the blacklisting of neighboring IPs due to CLIENT's misuse of Service for mass mailing.
• H. You agree that you are of required legal age to enter into this Agreement and that you have not been forbidden under the laws of the United States or other jurisdictions from entering into this Agreement. You also agree that all information you have provided to enter into this Agreement is truthful and accurate.

3. IP ADDRESSES:

A. Gates2Host.COM may assign on a temporary basis a designated number of Internet Protocol Addresses (IP Addresses) from the address space assigned to Gates2Host.COM by ARIN. CLIENT acknowledges that the IP addresses are the sole property of Gates2Host.COM, and are temporarily assigned to CLIENT as part of the Service. Gates2Host.COM reserves the right to change IP address assignments at any time. Gates2Host.COM shall use reasonable efforts to reduce disruption to CLIENT resulting from such changes, and shall give CLIENT advance notice of such change. CLIENT agrees that it will have no right to IP addresses upon termination of this Agreement, and that any change required of CLIENT after termination shall be the sole responsibility of CLIENT.

4. SOFTWARE LICENSE AND RIGHTS:

• A. Software License: During the term of the Contract, Gates2Host.COM grants CLIENT a non-transferable, nonexclusive license to use of the Software included solely on the Hardware provided, for its internal needs, and in conjunction with the Service. Software provided may vary per contract.
• B. Software License Restrictions: CLIENT agrees that it will not itself (or through others):

5. MAINTENANCE AND DUTIES:

• A. CLIENT shall document and promptly report all errors or malfunctions of the Hardware or Software to Gates2Host.COM. CLIENT shall maintain a current archive copy of all Software and data. CLIENT shall properly train its personnel in the use of the Hardware and Software.
• B. CLIENT agrees to abide to Gates2Host.COM's technical support and customer support procedures and guidelines, including fees, posted on our web site or informed during the ordering process.
• C. CLIENT agrees to constantly monitor its bandwidth usage. Gates2Host.COM is not responsible for informing you of any upcoming additional bandwidth charges if your Service use more than what is provided under Service Contract.
• D. CLIENT agrees to notify Gates2Host.COM of any authorized use of Service and/or breach of security. Gates2Host.COM will not be liable for any loss or damage arising from such unauthorized use.
• E. CLIENT is ultimately responsible for keeping additional safe backups of his/her data, aside from backups made by Gates2Host.COM, if CLIENT is paying for backup service or if such service is included.

6. INTELLECTUAL PROPERTY:

A. All materials, including but not limited to any computer software, (in object code and source code form), data or information developed or provided by Gates2Host.COM, and any methodologies, equipment or processes used by Gates2Host.COM to provide the service to you, including, without limitation, all copyrights, trademarks, patents, trade secrets and any proprietary right, shall remain the sole and exclusive property of Gates2Host.COM, including but not limited to any software programs or technology innovations utilized or developed, or disclosed by Gates2Host.COM during the Term of this Agreement; provided however that Gates2Host.COM will grant you a perpetual, non-exclusive and royalty-free license to use any such property developed by Gates2Host.COM while providing the Service to you. Unauthorized copying or any creation of derivative work based on any such software is expressly forbidden. You may be held legally responsible for violation of any patent rights, copyright or trade secret rights that is caused by your failure to abide by the terms of this Agreement.

7. WARRANTIES, REMEDIES AND DISCLAIMERS:

A. THE SERVICE IS ACCEPTED "AS IS" AND YOU USE IT AT YOUR OWN RISK. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS ARTICLE, THERE ARE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, WITH RESPECT TO THE SERVICES COVERED OR FURNISHED PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABIhLITY OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, THE REMEDIES PROVIDED IN THIS ARTICLE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES.

8. USER CONTENT AND CONDUCT:

• A. CLIENT is solely responsible for the content of any postings, data or transmissions using the Service (the Content) or any other use of the Service by CLIENT or by any person or entity (a User). CLIENT represents and warrants that no User will use the Service for unlawful purposes (including, without limitation, infringement of copyright or trademark, misappropriation or trade secrets, invasion of privacy, child pornography, defamation or and illegal use). Disruptions to Service include, without limitation, distribution of unsolicited advertising or chain letters, harassment, falsifying one's network identity for improper or illegal purposes, propagation of computer viruses and using Service to make unauthorized entry to any other machine. If Gates2Host.COM has reasonable grounds to believe that CLIENT or a User is utilizing the Service for any such illegal or disruptive purpose, Gates2Host.COM may suspend or terminate the Service immediately, without prior notice to CLIENT. CLIENT shall defend, indemnify and hold harmless Gates2Host.COM from and against all liabilities and costs. CLIENT will be billed for all Gates2Host.COM's expenses related to the investigation and the time consumed by Gates2Host.COM's personnel to solve the problem.
• B. Mass electronic mail. Use of distribution lists for unsolicited electronic mail is strictly prohibited. Gates2Host.COM reserves the right to deactivate CLIENT's Service if Gates2Host.COM has reasonable grounds to believe user is in violation of this policy, and b) CLIENT refuses to or otherwise does not demonstrate to Gates2Host.COM that reasonable efforts have been taken to stop the sending of such emails. CLIENT hereby agrees to indemnify and hold harmless Gates2Host.COM from any claim resulting from CLIENT's or another party's use of electronic mail services via CLIENT's Service.
• C. Gates2Host.COM reserves the right to deny services to any clients for any reasons. With prior notification, Gates2Host.com reserves the right to terminate services to an existing client that is abusing the system or our staff. We enforce this policy to ensure a professional environment.

9. ENFORCEMENT:

• A. Gates2Host.COM may take any action that it deems appropriate under the circumstances to protect its system, facilities, CLIENT's and/or third parties. Gates2Host.COM will not access or review any software contracts except as required or permitted by applicable law or legal process. In the event of becoming aware of any possible violation by you of this Agreement or third party rights or laws, Gates2Host.COM may immediately take corrective action, including, but not limited to, a) issuing warnings; b) suspending or terminating the Service with or without notice and/or c) restricting or prohibiting any and all uses of potentially or actual illegal or infringing content hosted on Gates2Host.COM's network. In the event Gates2Host.COM takes corrective action due to such possible violation, Gates2Host.COM shall not be obligated to refund to you any fees paid in advance of such corrective action and may charge a cleanup fee. CLIENT will be billed for all Gates2Host.COM's expenses related to the investigation and the time consumed by Gates2Host.COM's personnel to solve the problem.
• B. To comply with applicable laws and lawful governmental requests, to protect Gates2Host.COM's systems and CLIENT's, or to ensure the integrity and operation of Gates2Host.COM's business and systems, Gates2Host.COM may, without prior notice to you, access and, to the extent required, disclose any information it considers necessary or appropriate, including, without limitation, user profile information, IP addressing and traffic information, usage history, and content residing on Gates2Host.COM's servers and systems. Gates2Host.COM also reserves the right to report any activity that it suspects violates any law or regulation or the intellectual property rights of third parties to appropriate law enforcement officials, regulators, or such third parties.

10. THIRD PARTY ACTS:

A. Gates2Host.COM DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM Gates2Host.COM'S NETWORKS AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET OR PORTIONS THEREOF. ALTHOUGH Gates2Host.COM WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH RESULT, Gates2Host.COM CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. AS A RESULT, Gates2Host.COM DISCLAIMS AND SHALL NOT BE RESPONSIBLE FOR LOSS OR CORRUPTION OF DATA IN TRANSMISSION, OR FOR FAILURE TO SEND OR RECEIVE DATA DUE OR RELATED TO SUCH EVENTS.

11. INTERRUPTION OF SERVICES:

A. Gates2Host.COM shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God, industrial or labor disturbance, war, public riot, fire, storm, flood, explosion, sabotage, failure of the Internet, government act, utility interruption, or other cause beyond its reasonable control, including, without limitation, any mechanical, electronic failures or human error. In the event that such interruption of service CLIENT shall indemnify and hold harmless Gates2Host.COM, and its respective officers, directors, agents, contractors and employees.

12. YOUR WARRANTIES AND REPRESENTATIONS TO Gates2Host.COM:

A. You warrant, represent and covenant to Gates2Host.COM that a) you possess the legal right and ability to enter into this Agreement; b) you will use the service only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; c) you will be financially responsible for the use of your account; d) your content does not and will not infringe or violate any right, law, regulation or ordinance.

13. ASSIGNMENTS OR TRANSFER:

A. CLIENT shall not assign or transfer the rights or obligations associated with this Agreement, in whole or in part, without Gates2Host.COM's prior written consent.

14. MISCELLANEOUS:

A. CLIENT shall not use Gates2Host.COM's name or AGE Studios name in publicity or press releases without Gates2Host.COM's prior written consent.

15. CONFIDENTIALITY:

A. The parties each agree that all Confidential Information communicated to it by the other is done so in confidence and shall be used only for the purposes of this Agreement.

16. PERSONNEL:

A. During the Term of this Agreement and for one year following the termination of this Agreement, neither party shall directly solicit for employment any personnel of the other party, whether or not directly involved in providing the Service, without the prior written consent of the other party.

17. NO FIDUCIARY RELATIONSHIP; NO THIRD PARTY BENEFICIARIES:

• A. Gates2Host.COM is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement.
• B. The relation of Gates2Host.COM and CLIENT under this Agreement is that of independent contractors and not partners, joint venture, or co-workers as participants. Neither party has authority to contract for or bind the other, except as expressly stated in this Agreement.

18. LIMITATION OF LIABILITY:

A. CLIENT shall indemnify and hold harmless Gates2Host.COM, and its respective officers, directors, agents, contractors and employees, from and against any and all claims, costs, expenses or liability (including by any representation or promise not specifically expressed in this Agreement). Any modification made hereto shall not be valid and binding unless it is in writing and signed by both Parties.

19. LIMITATION:

A. Any notice required to be given pursuant to this Agreement shall be in writing. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.

20. JURISDICTION AND DISPUTES:

• A. The laws of the State of Nevada shall govern this Agreement.
• B. All disputes hereunder shall be resolved in the applicable state or federal courts of Clark County, Nevada. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

21. INTEGRATION:

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.