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Title: |
Network Services Agreement |
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Date: |
2002 |
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Preview shows 7KB of 23KB total |
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$37 |
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ID: |
#273942 |
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[SPEEDERA LOGO]
Network Services Agreement
The Agreement between Speedera Networks, Inc. ("Speedera") and customer
("Customer") consists of this Network Services Agreement (the "Network
Agreement"), the applicable Service Level Agreement(s) (the "Service Level
Agreement(s), and attached Services Schedule, as it may be amended from time to
time, and any subsequent Service Schedule (the "Services Schedule", and together
with the Network Agreement and applicable Service Level Agreements(s), the
"Agreement"). The Agreement shall become effective when signed by both parties.
1. Speedera Responsibilities and Services. During the term of the Agreement (the
"Term"), Speedera agrees to provide Customer with those services agreed to by
Customer and Speedera as further set forth in the Services Schedule (the
"Services"). To the extent necessary far the provision of such Services,
Speedera will: (a) provide, maintain and operate on a twenty-four hour per day,
seven days per week, 365 days per year basis, a network to provide the Services
(the "Speedera Network"), all network software and periphals, and all Internet
connectivity: (b) staff its Networks Operating Center ("NOC") twenty-four hours
per day, seven days per week, 365 days per year; (c) maintain network security
as reasonably necessary to monitor and protect against unauthorized third-party
access to Customer Content (as defined in Section 4) located on or within the
Speedera Network (Customer acknowledges that the portion of the Speedera Network
through which Customer Content will pass and the web servers in which Customer
Content will be stored will not be segregated in a separate physical location
from web servers on which content from other Speedera customer will be
transmitted or stored); (d) maintain sufficient capacity on the Speedera Network
during the Term as necessary to meet Customer's Committed Amount set forth in
the Services Schedule; (e) maintain the service levels set forth on the
applicable Service Level Agreement(s), and (f) provide Customer with such
installation, support, training or other additional services as may be specified
in Services Schedule or as may be requested by Customer from time to time during
the Term and set forth in a separate addendum agreed to and executed by both
parties. The Service Level Agreement(s) applicable to the Services selected by
the Customer are available at the following URL:www.speedera.com/sla/09142000/.
Customer acknowledges that it will obtain, read and understand the applicable
Service Level Agreement(s).
2. Customer Responsibilities.
During the Term, Customer agrees to (a) perform all of its obligations as set
forth on the Services Schedule and Service level Agreement(s) including but not
limited to all obligations associated with the placement and usage of (i)
Speedera provided tags ("Tags") of those Customer's website(s) specified on the
attached Contact and Configuration Data Sheet (the "Data Sheet") and/or (ii)
Speedera provided traffic management probes ("Probes") at those locations
specified on the Data Sheet; (b) pay all fees and/or royalties due Speedera in
accordance with the fees structure set forth in the Services Schedule and as
further described in Section 6 of this Network Agreement; (c) install and
maintain any all Probes provided to the Customer by Speedera in accordance with
the Agreement such maintenance to include the provision of any and all power
internal connectivity, and other reasonable support for the Probes, and (d) in
the event that any Customer Consent infringes the intellectual property or other
rights of a third party or violates any applicable laws or regulations
(including, without limitations, laws and regulations relating to indecency or
obscenity), (i) remove such Customer Content from Customer's origin server, and
(ii) remove the URL/ing from such Customer Content, or cause such URL's to be
removed from any third party web site so that it will not be routed to and not
pass through the Speedera Network.
3. Representation and Warranties
Customer warrants and represents to Speedera that Customer, (i) owns all right,
title and interest in the Customer Content, or possesses or shall posses all
legally valid rights in the Customer Content necessary for the uses of the
Customer Content contemplated by the probes agreement and (ii) will not transmit
or route to the Speedera Network or otherwise direct via the Services any
Customer Content that infringes any copyright trade secret, or other
intellectual property right, contains any libelous, defamatory or obscene
material or otherwise violates any laws or regulations relating to content or
content distribution.
4. Intellectual Property Rights and Licenses.
(a) Ownership of Customer Content. As between Customer and Speedera, Customer
shall own all right, title and interest in and to any files, software, scripts,
multimedia images, graphics, audio, video, text, data or other objects,
including any third party content or materials, originating or transmitted from
any web site owned or operated by Customer, and routed to passed through and/or
stored on or within the Speedera Network and/or otherwise transmitted or routed
using the Services ("Customer Content"). Customer is and shall be solely
responsible for the creation, renewal, updating, deletion, editorial content
control and all other aspects of any Customer Content.
(b) License to Customer Content. During the Term, Customer grants to Speedera a
limited, non-exclusive license to use and sublicense the use of the Customer
Content solely for all reasonable and necessary purposes contemplated by the
Agreement and for Speedera to perform the Services as contemplated hereunder.
The Agreement does not transfer or convey to Speedera or any third party any
right, title or interest in or to the Customer Content or any associated
intellectual property rights, but only a limited right of use revocable in
accordance with the terms of the Agreement.
(c) Ownership of Tags and Probes. As between Customer and Speedera, Speedera
shall own all right, title and interest in and to the Tags. Probes, and any
other software or hardware provided to Customer by Speedera in accordance with
the Agreement.
(d) License to Tags and Probes. The Agreement does not transfer or convey to
Customer or any third party any right, title or interest in or to the Tags,
Probes or any other software or hardware provided to Customer by Speedera in
accordance with the Agreement, or any associated intellectual property rights,
but only a limited right of use revocable in accordance with the Agreement. Upon
the termination and or expiration of the Agreement, Customer will promptly
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