The purpose of this Agreement is to set forth a long-term arrangement under which Company will provide Colocated Web Hosting and related services to Customer.

Definitions

• “Colocation Space” shall mean the physical space that the Server Equipment occupies. “Premises” shall mean the physical structure or dwelling in which the Colocation Space exists.
• “Server Equipment” shall mean all Customer-provided Servers or related equipment transferred to Company under this Agreement.
• “Connectivity” shall mean a connection between Server Equipment and the Internet that allows for the transmission of Data.
• “Data” shall mean all information, graphics, email, files, or any other objects, existing now or in the future that can be transmitted to, through, or from Server Equipment.
• “Unscheduled or Emergency Maintenance” shall mean all repairs, upgrades, maintenance, or tests that are not scheduled or about which Customer has not received prior notification.

Services
Subject to the terms and conditions of this Agreement, Company will provide Colocation services for Customer subject to the following terms:

• Length of service: Customer agrees to minimum one (1) month (30 days) contractual term of service (“Term”). The length of contract required is based on the type of service desired by Customer and shall be determined solely by Gearworx.
• Service start date: The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Gearworx receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
• Renewal by Customer: This Agreement will automatically renew for successive one (1), six (6) or twelve (12) month Terms unless canceled in writing by Customer at least thirty (30) days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Customer indicates agreement to any Agreement revisions and price changes. Renewal fees for the following Term will be automatically invoiced to Customer’s account.
• Provisioning and Colocation Space: Gearworx shall provide all accommodations relating to the operation of the Server Equipment, including electricity, premises security, bandwidth and connectivity to the Internet. The type of connectivity and level of service shall be set forth in the Specifications on the Gearworx product pages.
• Uptime Guarantee: Performance expectations and guarantee of uptime and availability shall be determined by the Specifications.
• Allocation of Internet Protocol Addresses: Gearworx shall assign or otherwise provide to Customer Internet Protocol Addresses (hereafter referred to as IP Addresses or IPs) pursuant to the Specifications. IP Addresses assigned or provided to Customer are temporary designations and Gearworx reserves the right to change or reassign IP addresses as needed. IP addresses shall remain the sole property of Gearworx and are not transferable.

Terms of payment
Terms of payment are C.O.D. unless credit approval has been granted to Customer by Company. If credit approval has been granted, credit terms are net 10 days upon receipt of invoice. We reserve the right to revoke any credit extended if payment is in arrears for more than 30 days.

Proprietary information
January 10, 2007der shall be treated as such by Customer. This information shall include, but not be limited to, the provisions of this Agreement, product and services information, and pricing. Customer further agrees to not decompose, disassemble, decode, or reverse engineer any Company program, code, or technology delivered to Customer, or any portion thereof.

Censorship of Data
Gearworx will exercise no control whatsoever over the content of the information or Data passing through the system or data center.

Warranties
Gearworx makes no warranties or representations of any kind, whether expressed or implied, for the service it is providing. Gearworx also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of Data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Customer. Use of any information obtained by way of Gearworx is at Customer's own risk, and Gearworx specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. Gearworx does not represent guarantees of speed or availability of end-to-end connections. Gearworx expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Gearworx specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

Maintenance
Gearworx may, from time to time, conduct routine repair, upgrades, maintenance or tests on any part of the Server Equipment, dependent or related systems or services located at Colocation Space. Gearworx shall notify Customer of all scheduled maintenance in advance via email or phone. In the event of Unscheduled or Emergency Maintenance, Gearworx shall make every effort to minimize the impact on Customer.

Insurance
Customer shall be responsible for insuring all Server Equipment and shall hold Company harmless from all claims resulting out of damage, fire, or any other casualty or loss.

Transfer
Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Gearworx. In the event that Customer contemplates whole or partial sale of its business, ownership change, or change in jurisdiction, Customer shall notify Company by mail, facsimile, or email no less than sixty (60) days prior to the effective date of the event.

Termination
Gearworx may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provision of the Agreement upon receipt of written notice from Gearworx of said failure, 2) appointment of Receiver, or the filing of any application by Customer seeking relief from creditors, 3) mutual agreement in writing by Gearworx and Customer.

Disputes
If legal proceedings are commenced to resolve a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees, as well as any costs or legal fees in connection with any appeals.

Indemnification
Gearworx shall indemnify and hold Gearworx harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Company directly or indirectly arising from or in connection with Customer's marketing or support services of the product or services, or the unauthorized representation of the product and services, or any breach of this Agreement by Customer.

General
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of California State. A failure by any party to exercise or delay exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.