colo4jax Customer Contractual Agreement This agreement is made by and between the Customer, and colo4jax LLC (hereinafter just "colo4jax"), a Florida corporation, effective immediately upon the Customer's initial contact with colo4jax, and is effective throughout the term of Customer's communication and/or services with colo4jax, and will survive the termination of Customer's communication and/or services with colo4jax, and every provision of this agreement shall remain effective and/or applicable in the sole determination of colo4jax. If any provision or portion of any provision of this agreement is found to be unlawful or unenforcable as a matter of governing law, the remaining provisions and portions thereof shall survive and continue to be binding as provided herein. The terms "we", "our", and "us" refer to colo4jax, and "you" refers to the Customer. The term "Customer" shall refer to the company or group or corporate entity, and/or individuals, whether or not acting on behalf of a company or group or corporate entity, which have contracted for service from colo4jax. 1. Payment - colo4jax will typically invoice customers at least three days before any invoice is due. If payment is not received by the due date for any reason, customer will be susceptible to a late fee, the amount of which shall be either $10 USD, or 10% of the face-value of Customer's invoice (in colo4jax's sole discretion), and customer's account will be said to be delinquent. Delinquent accounts are subject to disconnection with no recourse. If service is disconnected and customer desires to continue doing business with colo4jax, a reconnection fee will be due immediately preceding the re-connection of customer's service, the amount of such fee will be at colo4jax's sole discretion, and shall not exceed $50 USD per device, or service, or service element, in colo4jax's sole discretion. colo4jax reserves the right to refuse service to customer if customer's equipment is disconnected for nonpayment. colo4jax may impose additional terms and conditions in order to reconnect customer's service, and such additional terms shall become part of this Agreement. In the event of a conflict between such new additional terms as aforementioned, colo4jax shall determine with final authority the intent and applicability of such new additional terms, and whether this Agreement or the new additional terms shall control. In the event of reconnection at customer's request, payment will be applied as of the original due date and customer's recurring billing date will not be adjusted. Prior discounts to eligible customers will be witheld and/or rescinded in the case of delinquent accounts. colo4jax reserves the right to reallocate resources from delinquent customers, and/or modify delinquent customer's service description without notice or obligation. All payments are due in US Dollars, and colo4jax holds no responsibility for customer's lack of understanding in the case of foreign currency exchanges used to settle debts with colo4jax, if applicable. Customers may request a PayPal subscription to be created for automatic processing of customer's payments to colo4jax. All payments must be conferred in a method which is instantly payable to colo4jax; credit card payments through PayPal are sufficient. colo4jax will credit customer's account for payments upon the actual receipt of funds by colo4jax. Customers are discouraged from using PayPal e-checks for payment for this reason. Customer will incur and pay for all costs of collection and related expenses on delinquent accounts. If customer is found to have overpaid or in any other wise be due sums of money by colo4jax, under or arising from this agreement or customer's other business with colo4jax, said sums will be paid in the form of a credit for future service. 1a. Fraud - colo4jax may examine new orders from time to time for the purpose of analyzing the potential for fraud. Utilizing proprietary methodologies being unknown to customers and working in concert with our payment processors, colo4jax reserves the right to refuse orders for fraud or for any other purpose it deems necessary. Orders not refused as fraud may be held for a period of time specified by our payment processors or other pertinent interests or parties with no recourse to customer. 2. Commitment - services are committed on a month-to-month basis unless otherwise agreed, with a 3 day window to cancel services prior to the end of Customer's billing term. Services not cancelled within this timeframe will automatically renew for another term without recourse to Customer. This agreement will survive until the end of time, unless customer seeks to be removed from the agreement with the express consent of colo4jax, the consent of which may be witheld. No part of this agreement shall affect the survivability of the agreement. If any part or provision of the agreement is found to have failed its essential purpose or become invalid by rule of law, all other provisions will survive. 3. AUP - Customer is bound to our Acceptable Use Policy (AUP) located at http://www.colo4jax.com/aup.txt and customer agrees that colo4jax is the sole arbiter as it pertains to the determination of violations of the AUP. Most AUP violations will be handled by notifying customer of said violation and allowing a time window, at our discretion, for correction of said violation. However, this is not the only remedy available to us. We reserve the right to drop or limit traffic and/or terminate this agreement, providing no recourse to customer. Customer agrees that the cost to colo4jax of customer's abuse is said to be inquantifiable, and as such, colo4jax will use any monies or security interests obtained or retained as liquidated damages. colo4jax expressly prohibits the presence of any bit of data, which in our sole discretion, constitutes a mechanism that could be used to violate the AUP. If any such mechanism is found at any time, colo4jax may take action under the provisions of this agreement, including but not limited to, limiting or dropping traffic, or terminating this agreement providing no recourse to the customer. If customer traffic is dropped or limited, colo4jax reserves the right, in our sole discretion, to charge customer a reconnection fee and/or to impose additional terms and conditions in order to reconnect customer's service. Customer further agrees not to harm or injure, or attempt to harm or injure, the reputation or intellectual property of colo4jax, its partners, suppliers, agents or affiliates, or to allow harm or injury or attempted harm or injury to be caused by others with any nexus or connection to Customer or Customer's partners, suppliers, agents or affiliates, violations being subject to the penalties contained herein. Customer further agrees not to utilize, attempt to utilize, or allow others with a nexus or connection to Customer to utilize, the intellectual property of colo4jax, its partners, suppliers, agents or affiliates without their express written consent, violations being subject to the penalties contained herein. 4. Amendments - colo4jax may amend this agreement, located at http://www.colo4jax.com/ca.txt at any time without notice to customer. Changes will become binding as soon as they are posted; this is a living and evolving document. Unless otherwise agreed, it is the Customer's responsibility to check for updates, and no notification of changes shall be required. 5. Reporting - colo4jax reserves the right to report and share our experiences with regard Customers in any way that we see fit. This includes, but is not limited to, sending accounts to collections, making statements about customers to credit reporting agencies, or to the general public. colo4jax will comply with the lawful requests of all law enforcement agencies of competent jurisdiction, with or without court order, at colo4jax's sole discretion. 6. Transitory Communication - colo4jax preempts and occupies the entire domain of ownership with respect to bits of information transiting our equipment and network infrastructure. colo4jax may, at any time, take flow samples, actual traffic samples or captures, statistical analysis, and any other captures of transitory information, as colo4jax deems necessary in its sole discretion, to maintain the integrity of its network and service offering. colo4jax's upstream transitory carriers of information may also reserve that right as necessary to maintain the integrity of its respective network and service offering. 6a. Hold Harmless - Customer agrees to indemnify and hold harmless colo4jax and its customers, suppliers, vendors, partners, strategic partners, officers, investors, employees, affiliates and associates against all claims, past, present and future, arising out of Customer's business or contact with colo4jax and the entities mentioned in this paragraph and this Agreement. 7. Jurisdiction - colo4jax is headquartered in Miami, FL (Miami-Dade County), and the jurisdiction applicable to this agreement shall be determined solely by colo4jax. In any event, such jurisdiction shall be within the state of Florida. Any action by colo4jax or by customer is subject to the laws, rules and procedures of the jurisdiction selected by colo4jax per this paragraph. 8. Entire Agreement - this is the entire agreement between customer and colo4jax, and supercedes any other agreements or communications. Paragraph titles or headings shall serve only as a place-holder and shall not have any meaning with regard to the construction of language contained within the respective paragraph. 9. Transfer - customers are billed either per-GigaByte or unmetered. Unmetered customers will be capped at the unmetered transfer rate, as specified during signup. Metered (per-GB) customers are allowed to transfer the number of Gigabytes specified during signup, and may utilize no more than ten percent of their monthly transfer allocation during a single 24 hour period. colo4jax reserves the right to limit customer's rate of transfer if customer is found to be, in our sole discretion, in violation of this provision. This policy will be construed and enforced as to prevent colo4jax's overall 95th percentile utilization from climbing significantly as a result of the actions of a single customer. Additional transfer will be billed at $0.20 per gigabyte unless otherwise agreed. If metered transfer records are unavailable for customer's entire billing period (i.e. due to maintenance on our SNMP collectors), billing data may be calculated using an interpolation method in colo4jax's sole discretion, provided that such interpolation does not comprise more than 40% of customer's bandwidth billing. 10. Security - customer grants colo4jax an exclusive security interest in customer's data and colocated equipment in order to satisfy any debts that customer may incur under this agreement, entitling colo4jax all available remedies available under law in the applicable Florida jurisdiction. If customer shall default in its payment obligations and fails to cure such default within 7 days notice from colo4jax, customer's physical and/or intellectual property is said to be abandoned, with customer waiving any claim of ownership or right to use, and the title to such property will immediately transfer to colo4jax for its sole benefit. 11. Inspection - customer grants colo4jax the right to inspect the resources used to provide customer's service, including server hardware, as well as information stored such resources, at any time and any frequency as colo4jax sees fit, in its sole discretion. 12. Truthfulness in communication - colo4jax requires customers to be factual and truthful in all communication. If customer materially purports information to colo4jax or other interested parties that is found to be, in colo4jax's sole discretion, inaccurate or less than wholy and absolutely truthful, customer is said to have committed an abuse violation and will be subject to the Abuse provisions herein. All communications directed from colo4jax to companies, or individuals, in either their capacities as individuals, or as employees, officers, directors, agents, affiliates or associates of a company or organization, are private and bound by this agreement. Breaches of that privacy are violations of this agreement and constitute abuse. Violations of this premise are subject to the penalties for abuse, or any other penalty as provided in the agreement. 13. Applicability - This agreement applies to all contracts or agreements for service that customer has with colo4jax. Any penalty for violation of this agreement may, at colo4jax's sole discretion, be applied equally or unequally to any contracts or agreements for service. Customer agrees that it need only use the service once, or agree to be bound by this agreement once, and the agreement shall be binding and controlling over all other services rendered to Customer by colo4jax, irrespective of whether or not Customer has agreed to be bound by this agreement for each and every one of the services provided by colo4jax to Customer. For the purpose of this paragraph, "use" of the service is defined as accessing a service, resource, information, account or other service-related aspect, including seeking technical or other support from colo4jax. Plainly, if customer connects to or accesses or logs in to a service provided by colo4jax, such action shall meet the definition of "use" provided herein. 14. Extension of agreement - colo4jax reserves the right to attach additional terms and conditions to this agreement on a per-customer or per-contract basis, in our sole discretion. If additional terms are to be attached, they shall be binding upon colo4jax transmitting an email to customer (using the most current email address for customer that is on file at the time), enumerating those additional terms and conditions. The interpretation and determination of applicability or violation of these additional terms and conditions shall be at colo4jax's sole discretion. 15. Prohibition of Adult Content - colo4jax expressly prohibits the storage and transmission of materials that are prohibited by law for persons under 18 years of age in Duval County, Florida. This definition will be liberally construed to include all nude images, depictions and cartoons, even that which exists under the guise of "art". This provision supercedes any conflicting provision in our Acceptable Use Policy. A violation of this provision will result in immediate termination without recourse. 16. Abuse - colo4jax enjoys a good relationship with our vendors and partners, and endeavors to maintain an abuse-free, trouble free operation. In the event of an allegation of abuse, colo4jax will contact customer to inform customer of such abuse. If the abuse report is found to be credible, customer will be assessed a $1 abuse handling fee, except in the case of abuses deemed in the sole discretion of colo4jax to be an "egregious abuse" whereby the fee is $10. colo4jax expressly prohibits free web hosting on its network. colo4jax shall not levy an abuse handling fee if colo4jax terminates customer's service. No provision of this section will nullify those in section 3. If customers have committed egregious abuse more than 3 times in the prior 90 days, colo4jax reserves the right to increase the egregious abuse handling fee by 50% per incident, beyond the third. Incidents of abuse, for the purposes of this section, shall be defined as any reported or observed case of abuse, as more particularly defined herein, regardless of whether or not such incident was reported to customer. 17. Colocation - customers who retain colo4jax to house their own hardware will be said to be colocation customers. colo4jax will provide power and a connection to colo4jax's network under this service. Maintenance to customer's colocated equipment will be performed only by customer, or by colo4jax at colo4jax's then-prevailing rates. For sub-cabinet colocation customers who require an escort, access is given by appointment only, Monday through Saturday, 9am to 6pm EST. 18. Management services - colo4jax will not perform management functions for customers unless specifically requested by the customer to do so, or unless colo4jax believes it is necessary to maintain any covenant of this agreement or other fiduciary duties, whether at law or otherwise, as determined in our sole discretion. Management may be billable at prevailing rates. Reboots, OS reloads and hardware troubleshooting of colo4jax's hardware do not fall under the guise of management, and thus are not billable. However, colo4jax shall solely make determinations as to the extent that any of the aforementioned services will be performed, if at all. 19. Modification of services - colo4jax may modify customer's service parameters from time to time, with or without prior notice to customer, so long as such modification enures to the benefit of customer in colo4jax's sole determination. Price increases shall be binding upon customers unless said increase exceeds ten percent of customer's existing monthly recurring charge for said service.