MASTER SERVICE AGREEMENT
This agreement (“MSA” or “Agreement”) is entered into by you (“Customer”) as evidenced by your use of the Services (defined below). “Customer” shall include Customer’s corporate subsidiaries, as well as corporate parents, affiliates, and other related companies (collectively, “Affiliates”) approved by Cruzio Internet to receive Services under this agreement. For purposes of this agreement the term “Cruzio Internet” shall mean Cruzio Internet DBA The Internet Store or, when applicable, the Cruzio Internet entity identified on Customer’s invoice. Cruzio Internet and Customer agree to the following terms and conditions:
1. Acceptance of Terms
Cruzio Internet provides a wide range of products and resources, including various communication tools, knowledge resources, listings, forums, email, hosting, colocation, office space, workstations, Internet access, office equipment, conference space, and connectivity services (the “Service”).
FOR THE PURPOSES OF THIS AGREEMENT, CRUZIO INTERNET INCLUDES ITS PARTNERS, PARENTS, CruzioS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS, AND SUPPLIERS.
CRUZIO INTERNET MAY MODIFY OR TERMINATE ITS SERVICES FROM TIME TO TIME, FOR ANY REASON, AND WITHOUT NOTICE OR LIABILITY TO YOU, ANY OTHER USER OR ANY THIRD PARTY. CRUZIO INTERNET RESERVES THE RIGHT TO REVISE THE TERMS AT ANYTIME WITHOUT NOTICE BY UPDATING THIS POSTING. PLEASE REVIEW THE TERMS FROM TIME TO TIME SO THAT YOU WILL BE APPRISED OF ANY CHANGES. USE OF THIS SERVICE FOLLOWING A CHANGE TO THE TERMS CONSTITUTES AGREEMENT TO THE NEW TERMS. IF YOU CANNOT COMPLY WITH THE AMENDED TERMS, YOUR ONLY REMEDY IS TO CANCEL YOUR CRUZIO INTERNET SUBSCRIPTION AND/OR NOT USE THE SERVICES.
You may view the most current version of this agreement at:
2. Registration Obligations
To order and receive the Service, you must be at least 18 years old and may have to provide a valid credit card or other forms of payment. The Service must be available to your location.
Cruzio Internet is concerned about the safety and privacy of all its users, particularly children. For this reason, parents of children under the age of 13 who wish to allow their children access to the Service must create a separate login. By adding a login for a child to your account, you also give your child permission to access many areas of the Service, including, email, message boards and instant messaging (among others). Please remember that the Service is designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the Service areas and/or content are appropriate for your child.
3. Credits for Service Outages
3.1 In accordance with this Section 9, Customer shall be eligible to receive a pro-rated credit of amounts pre-paid, if any, in the event that Customer experiences a problem such that it is temporarily unable to utilize the Cruzio Internet backbone network and a trouble ticket has been opened as a direct result of such problem (an “Outage”). Outages during scheduled Cruzio Internet maintenance periods or caused by equipment, facilities or circumstances outside the reasonable control of Cruzio Internet are excluded from the definition of Outage.
3.2 Customer shall be eligible to receive the following pro-rated credits for the affected service(s) of amounts pre-paid in the event of an Outage with the following duration (whether cumulative or contiguous) during any calendar month: (i) Outage of 4 hours = one day's credit; (ii) Outage of 24 hours = one week's credit; (iii) Outage of one week or more = one month's credit. In order to be eligible to receive such credits, Customer must notify Cruzio Internet in writing within sixty (60) days of the occurrence of the Outage. To the maximum extent applicable by law, Customer's sole and exclusive remedy for such Outage shall be to receive the credit(s) as described herein.
3.3 See separate SLA for Point-to-Point Wireless service and Colocation services.
All agreements shall be effective as of the date signed and shall remain in full force and effect so long as any Service Order Form is in effect, unless otherwise terminated in accordance with the terms hereof. Each Service Order shall provide for an initial non-cancelable term, with renewal periods to be defined therein. At the expiration of the initial period of time Service shall continue in effect on a month-to-month basis at the then current monthly rate unless terminated by either party upon thirty (30) days prior written notice. Customer acknowledges that moving or downgrading service will result in termination and/or set up charges as outlined below.
Upon any termination of Data Services, any and all IP addresses assigned by Cruzio Internet to Customer (and any end users) shall no longer be available for Customer's use and Cruzio Internet shall retain the right to use such IP addresses.
5. Termination of Service
5.1 You agree that Cruzio Internet, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Service (or any part thereof), without liability, upon thirty (30) days advance written notice to Customer, and remove and discard any content within the Service upon thirty (30) days advance written notice, for any reason, including, without limitation, if Cruzio Internet believes that you have acted inconsistently with the letter of the Terms. You agree that Cruzio Internet shall not be liable to you or any third-party for any termination of your access to the Service. Further, you agree not to attempt to use the Service after said termination.
5.2 Customer Violation of Agreement or Law: Cruzio Internet may discontinue the furnishing of Service without notice or liability if Customer uses, or threatens to use Service for any unlawful purpose or otherwise violates the terms of the Agreement.
5.3 In the event a law prohibits, substantially impairs or makes impractical the provision of Data Services under this Agreement, as determined by Cruzio Internet in its reasonable discretion, Cruzio Internet may terminate this Agreement without notice or liability.
5.4 Right to Alter Service: In its sole discretion and without liability to Customer, Cruzio Internet may: (a) alter the methods, processes or suppliers by or through which it provides Service; (b) change the facilities used to provide Service; or (c) substitute comparable Service for that being provided to Customer. If necessary due to the potential impact on affected Customers, Cruzio Internet will furnish prior notice of any alterations, changes or substitutions.
Customer acknowledges and agrees that neither this Agreement nor any Service Order is cancelable in whole or in part. If this Agreement or any Service order hereunder is terminated then Customer shall be responsible for early termination fee equal to three (3) months of service charges for each remaining year, or partial year, remaining in contracted term, plus the difference between any promotional discounts that may have been received and the amount that would have been charged if the shorter term had been entered into initially. Customer acknowledges that the early termination charge is a liquidated damage and not a penalty and that the Charges for Data Services hereunder would be substantially higher but for this provision. Customer acknowledges that moving or downgrading service will result in set up fees and/or termination charges as outlined above.
6. Payment Obligations
Payment is due within 15 days of the account anniversary (the date it was officially established) each period. Late fees may apply if payment is not received by the due date. Accounts are in default if payment is not received within 25 days of its due date. Accounts in default may be suspended. Such interruption does not relieve Customer from paying past due and ongoing charges. Cancel requests must be received by email, US Mail, or fax. Only a written request to terminate your service relieves you of your obligation to pay further account charges. It does not relieve you of past obligations and charges or from any prior agreements to pay, including but not limited to unpaid equipment charges. If you default, you agree to pay Cruzio Internet’s reasonable expenses, including attorney and collection fees, incurred in enforcing its rights under these Conditions. Prepaid accounts are not refundable for any reason if terminated early. Setup fees are not refundable for any reason. Unused services will be refunded in whole months only.
You may return new, unopened hardware and retail items sold within 30 days of delivery for a full refund. Items should be returned in their original packaging.
Refunds will not be issued on:
- items that are returned more than 30 days after delivery.
- any item that has obvious signs of use.
- any item not returned in the condition it was received.
All Cruzio Internet hardware is guaranteed against failure for 12 months. Cruzio Internet will ship a replacement free of charge.
7. Disclaimer of Warranties
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, CRUZIO INTERNET MAKES NO WARRANTIES REGARDING THE SERVICES OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT AND MAKES NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.1 Indemnification: Each party will defend and indemnify (the “Defending Party”) the other party (the “Defended Party”), its employees, directors, officers and agents, from and against any suit, proceeding or other claim brought by an entity (not a party to or an affiliate of a party to this Agreement) that is caused by, arises from, or relates to damage to real or tangible personal property or personal injuries (including death) arising out of the gross negligence or willful misconduct of the Defending Party.
8.2 These Customer and Company indemnifications will survive this Agreement.
9. Applicable Law
These Terms and your use of the Service will be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles. You expressly consent that the state or federal courts located in Santa Cruz County, California, shall have exclusive jurisdiction and venue over any dispute arising out of or relating to these Terms or any claim involving Cruzio Internet, and you hereby covenant that you will not bring suit in any other jurisdiction.
If for any reason a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remainder of the Terms will continue in full force and effect.
11. Entire Agreement
12. Sales or Dispositions
Nothing in this Agreement shall prevent or be construed to prevent Cruzio Internet from selling or otherwise disposing of any portion of Cruzio Internet's network or other property of Cruzio Internet used for Customer's connection, provided, however, that in the event of a sale or other disposition, Cruzio Internet shall condition such sale or other disposition subject to the rights of Customer under this Agreement. Cruzio Internet shall promptly notify Customer of the proposed disposition of Cruzio Internet's network or other property used by Customer.
13. Succession, Assignability
13.1 This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors or assigns.
13.2 Customer shall not assign, transfer, or dispose this Agreement or any of its rights or obligations hereunder without prior written consent of Cruzio Internet, which shall not be unreasonably withheld; provided, however, that customer may assign or transfer this Agreement to a controlling or controlled affiliate or to a successor in the event of reorganization, including a merger or sale of substantially all of its assets, without the consent of Cruzio Internet. An assignment, transfer or disposition of this Agreement by customer shall not relieve customer of any of its obligations under this Agreement. Notwithstanding the foregoing, customer shall not have the right to license to any third party the right to use or the use of customer's facilities as provided in and subject to this Agreement.
13.3 Subject to Section 14 hereof, Cruzio Internet shall have the right to assign this Agreement and to assign its rights and delegate its obligations and liabilities under this Agreement, either in whole or in part, to any party. Cruzio Internet shall provide notice to customer as soon as possible of any assignment under this Section.
13.4 Neither this Agreement, nor any term or provision hereof, nor any inclusion by reference shall be construed as being for the benefit of any person or entity not a signatory hereto.
14. Cruzio Internet’s Remedies
You agree that any unauthorized use of the Services would result in irreparable injury to Cruzio Internet and/or its affiliates or Cruzios for which money damages would be inadequate. In such event Cruzio Internet and/or its affiliates and/or Cruzios, shall have the right to immediate injunctive relief against you, in addition to other remedies available at law and in equity. Nothing contained in these Terms shall be construed to limit remedies or relief available pursuant to statutory or other claims that Cruzio Internet, its affiliates and/or Cruzios may have, including but not limited to, any claim for intellectual property infringement.
15. Force Majeure
Neither party shall have any liability for its delays or its failure to performance due to: fire, explosion, pest damage, power failures, strikes or labor disputes, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, or other causes beyond its control, whether or not similar to the foregoing.
No course of dealing, course of performance or failure of either party strictly to enforce any term, right or condition of this Agreement shall be construed as a waiver of any term, right or condition.
17. Choice of Law
The construction, interpretation and performance of this Agreement shall be governed by the law of the State of California without regard to its conflicts of laws and provisions.
All headings contained in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement or any clause.
19. Representations and Warranties
Each party represents and warrants that: (i) it has full right and authority to enter into, execute, deliver and perform its obligations under this Agreement; (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, creditors' rights and general equitable principles; and (iii) its execution of and performance under this Agreement shall not violate any applicable existing regulations, rules, statutes or court orders of any local, state or federal government agency, court, or body.
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ACCEPTABLE USE POLICY
This Acceptable Use Policy is used in conjunction with the terms of your service agreement. Violating any of these policies grants Cruzio Internet the authority to take action to restrict or terminate your access to Cruzio Internet Services. We reserve the right, at our discretion, to update or revise this policy, any other policy or statement on any Cruzio Internet website, and any product offerings or programs described on any Cruzio Internet website. Please check back periodically to review any changes to this policy.
1.1 Network Abuse
Use of the Service for orchestration of or participation in any abuse of Cruzio Internet or any other network, system or service is expressly forbidden and is grounds for account termination and possible legal action. Any action which interferes with the Cruzio Internet network or other networks or which affects the use of or access to any network is likewise expressly forbidden.
Cruzio Internet retains at all times the right to determine what constitutes network abuse. Examples include but are not limited to:
- Port scanning
- Use of ‘cracking’ software or techniques
- Dissemination of viruses or malware
- Provocation of attacks on the Cruzio Internet network or any other network
- Conduct which causes Cruzio Internet to be blocked by another provider or which causes Cruzio Internet to be placed on a “block list”
- Flooding Cruzio Internet or any other network with traffic for the purpose of disrupting service
- Mail bombing
Cruzio Internet may only be used for lawful purposes. Transmission or storage of material in violation of federal, state, or local regulations is prohibited. This includes, but is not limited to, material that is: copyrighted, judged to be threatening, compromises security or privacy, or is protected by trade secret. Cruzio Internet reserves the right to remove or modify, at its discretion, any material in violation of these policies. You agree to comply with the rules and restrictions appropriate to other networks and services connected directly or indirectly to Cruzio Internet. This includes, but is not limited to, the Acceptable Use Policies established for the Internet as a whole which expressly prohibits certain commercial solicitation.
1.2 Junk Mail
You agree to not send unsolicited advertisements (“junk mail”) through the Internet and not to send email to anyone after they have asked you to stop sending them email (“harassment”).
Email accounts are for personal or business correspondence only. Unsolicited Commercial Email (otherwise known as UCE - or spam) is strictly prohibited and violators will have their accounts terminated immediately. Sending unsolicited email to one or more addresses regardless of how the addresses were obtained may be considered spamming and is grounds for account termination. Use of a Cruzio Internet address or any address of a domain hosted by Cruzio Internet as a return address for replies to spam is similarly prohibited.
Cruzio Internet may at its discretion employ filtering techniques to block inbound email from known sources of spam and email abuse, and may also filter incoming email for known viruses.
Any unauthorized use of the Service is a violation of these Terms and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. Ã‚Â§1030 et seq.), Section 502 of the California Penal Code and Section 17538.45 of the California Business and Professions Code. Such violations may subject the sender and his or her agents to civil and criminal penalties.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content, including, without limitation, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
You agree not to post, email, or otherwise make available content:
- That harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- That violates the Fair Housing Act by stating, in any notice or ad for the sale or rental of any dwelling, a discriminatory preference based on race, color, national origin, religion, sex, familial status or handicap (or violates any state or local law prohibiting discrimination on the basis of these or other characteristics);
- That violates federal, state, or local equal employment opportunity laws, including but not limited to, stating in any advertisement for employment a preference or requirement based on race, color, religion, sex, national origin, age, or disability;
- With respect to employers that employ four or more employees, that violates the anti-discrimination provision of the Immigration and Nationality Act, including requiring U.S. citizenship or lawful permanent residency (green card status) as a condition for employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state, or local government contract;
- That constitutes or contains “affiliate marketing,” “link referral code,” “junk mail,” “spam,” “chain letters”, “pyramid schemes,” or unsolicited commercial advertisement;
- That includes links to commercial services or websites, except as allowed in “services”;
- That advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law, including without limitation items the sale of which is prohibited or regulated by California or federal law.
- Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service - unless expressly permitted by Cruzio Internet;
- Post non-local or otherwise irrelevant content, repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
- Use any form of automated device or computer program that enables the submission of postings on Cruzio.com without each posting being manually entered by the author thereof (an “automated posting device”), including without limitation, the use of any such automated posting device to submit postings in bulk, or for automatic submission of postings at regular intervals.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
2. Copyright infringements
It is Cruzio Internet’s policy to conform to Title II of the Digital Millennium Copyright Act (17 U.S.C. 511 et seq.), which outlines an Internet Service Provider’s (ISP) obligations if one of its subscribers offers infringing copy online.
The statute describes “notice and take down” provisions, stating that once an ISP receives notice of the copyright infringement, it must take down the unauthorized material.
In addition to adhering to those and other requirements, Cruzio Internet has designated an agent to receive notices from unhappy copyright owners. The registry of agents is maintained by the Library of Congress and, in our case, all emailed complaints should be sent to
, and include the following information:
- an electronic or physical signature of the person authorized to act on behalf of the copyright owner;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the site;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Copyright Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Cruzio Internet trademarks and service marks and other Cruzio Internet logos and product and service names are trademarks of Cruzio Internet. Without Cruzio Internet’s prior permission, you agree not to display or use in any manner the Cruzio Internet marks.
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1. Disclosure of personally identifiable information
Cruzio will not sell, trade or disclose to third parties any personally identifiable information derived from the registration for or use of a Cruzio online service without the consent of the customer (except as required by subpoena, search warrant or other legal process). If Cruzio includes your name and any other personally identifiable information in a directory that Cruzio creates from information we receive as an online service provider, Cruzio will give you the opportunity to have your information excluded from that directory. Business directories that Cruzio creates may, however, contain similar information obtained from other sources.
2. Collection and use of personally identifiable information
Cruzio will collect and use personally identifiable information for billing purposes, to anticipate and resolve problems with your service, or to create and inform you of products and services that better meet your needs. This means that Cruzio may use your personally identifiable information to market new services to you that we think will be of interest to you, but we will not disclose your personally identifiable information to third parties who want to market products to you.
3. Partnerships with third parties
If you choose to purchase ShopSite software and set up an online store, you will be asked if you would like to voluntarily register your store for listing in the ShopSite directory. If you decide to register your store, you will be linked directly to the ShopSite Web site to provide this information. Cruzio does not have control over the personally identifiable information you submit to ShopSite.
Cruzio may partner with other third parties to provide additional customer services. If these services require Cruzio to release personally identifiable information, this will be stated at the time you purchase such services.
Cruzio has implemented technology and security features and policy guidelines to safeguard the privacy of your personally identifiable information from unauthorized access or improper use. All of Cruzio's online forms that ask for credit card information (to order a service, or to make a payment) use the industry standard Secure Sockets Layer (SSL) encryption to protect the data in transit. Any credit card information electronically stored by Cruzio is also encrypted.
5. Email contents
Cruzio will not read or disclose to third parties private email communications that are transmitted using Cruzio services without your permission, except as required to operate the service, protect the network, or as otherwise authorized by law.
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1. Responsibility for content
Cruzio Internet does not control Content made available by users (“User Content”), and does not guarantee the accuracy, integrity, or quality of such User Content. Under no circumstances will Cruzio Internet be liable in any way for any content or for any loss or damage of any kind incurred as a result of the use, uploading, or otherwise making available of any Content posted, emailed or otherwise accessible via the Service. You acknowledge that Cruzio Internet does not pre-screen or approve content, but that Cruzio Internet shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any content that is available via the Service, for violating the letter or spirit of the Terms or for any other reason or for no reason at Cruzio Internet’s sole discretion. You acknowledge and agree that by accessing the Service, you may be exposed to User Content that you find offensive, indecent, or otherwise objectionable. You agree that you bear all risk associated with the uploading or use of any Content, including User Content, and including reliance on the accuracy, usefulness, or completeness of any Content, including User Content.
Although Cruzio Internet does not claim ownership of User Content that its users post, by posting content to any public area of the Service, you automatically grant, represent and warrant that you have the right to grant to Cruzio Internet an irrevocable, perpetual, non-exclusive, royalty-free, worldwide, transferable, assignable license to use, copy, perform, display, and distribute said content and to prepare derivative works of, or incorporate into other works, said User Content, and to grant and authorize sub-licenses of the foregoing under any or all of the preceding rights and conditions through any number of tiers. Furthermore, by posting User Content to any public area of the Service, you automatically grant Cruzio Internet all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the content on the Service by any party for any purpose. Cruzio Internet neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on or in connection with the Service by anyone other than authorized Cruzio Internet employees acting in their official capacities.
If you desire Cruzio Internet to remove your User Content from the Service and the Service allows such removal, please delete it as specified in the Service. However, we cannot guarantee that all of your User Content will be removed from the Service, nor from other users' devices, nor that other users of the Service will not misuse any User Content that you supply. Cruzio Internet is not responsible for any misuse of your User Content. Please contact Cruzio Internet’s Copyright Agent as described below if you believe that your rights are being infringed.
By posting messages, inputting data, uploading or transmitting other content, or engaging in any other form of communication through the Service, you represent and warrant that: (a) you own or otherwise control all applicable rights to the User Content and the like that you post, upload, transmit or display; (b) the User Content is accurate; (c) the use of the User Content that you supply does not violate third-party rights including without limitation any intellectual property rights, rights of publicity and privacy and will not cause injury to any person or entity; (d) your User Content is not unlawful, abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, or otherwise inappropriate or harmful to any person (including any minor) or entity; (e) your User Content contains no viruses, worms, corrupt files, Trojan horses, or other forms of corruptive code, or any other content which may compromise the Service; (f) your User Content does not advocate illegal activity; (g) your User Content does not link to any prohibited content or activity; and (h) you will indemnify and hold harmless Cruzio Internet, its partners, parents, subsidiaries, agents, affiliates and/or Cruzios, as applicable, for all claims resulting from User Content that you supply.
In addition to the above, you acknowledge and agree that Cruzio Internet may store and/or disclose, as applicable, any such Content, including User Content, messages or material it is required to do so by law, or has a good faith belief that such storage or disclosure is reasonably necessary to comply with court orders or other legal processes; to enforce this Agreement; to respond to any claims that such Content (or your use of the same), including User Content, violates any third party's rights; or to protect the rights, property or personal safety of Cruzio Internet, its business partners, affiliates, Cruzios and/or customers, any other Cruzio Internet subscriber or member, or the general public.
Cruzio Internet may charge a fee to post content in some areas of the Service. The fee is an access fee permitting content to be posted in a designated area. Each party posting content to the Service is responsible for said content and compliance with the Terms. All fees paid will be non-refundable in the event that content is removed from the Service for violating the Terms.
You agree that Cruzio Internet shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or your use of or reliance on any content, goods or services available through third party sites. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Cruzio Internet is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Cruzio Internet, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our service. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
2. Disclaimer of Warranties/Limitation of Liability
YOU AGREE THAT USE OF THE CRUZIO INTERNET WEBSITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK WITH RESPECT TO ANY AND ALL MATTERS CONCERNING THE SERVICE AND YOUR USE OF THE SERVICE. CRUZIO INTERNET EXERCISES NO CONTROL WHATSOEVER OVER THE CONTENT, INCLUDING USER CONTENT, OF THE INFORMATION PASSING THROUGH ITS SYSTEMS. THE CRUZIO INTERNET SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO CRUZIO INTERNET AND/OR THE CRUZIO INTERNET ENTITIES AS APPLICABLE. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. THIS INCLUDES BUT IS NOT LIMITED TO - EQUIPMENT DAMAGE, FAILURE OR LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES OR SERVICE INTERRUPTIONS CAUSED BY Cruzio Internet’S NEGLIGENCE OR MISUSE OR ANY OTHER REASON, CIRCUMSTANCE, ACT, OR OMISSION.
TO THE FULLEST EXTENT PERMITTED BY LAW, CRUZIO INTERNET DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, CRUZIO INTERNET DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE CRUZIO INTERNET WEBSITE OR ACCESSED THROUGH ANY LINKS ON THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, CRUZIO INTERNET DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE CRUZIO INTERNET SITE OR THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CRUZIO INTERNET BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE OF, RELIANCE ON, OR THE INABILITY TO USE, THE SERVICE, OR FROM THE INTERRUPTION, NON-PERFORMANCE, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), EVEN IF CRUZIO INTERNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ADVICE, INFORMATION, SERVICES OR GOODS RECEIVED THROUGH, OR ADVERTISED ON THE CRUZIO INTERNET SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE CRUZIO INTERNET SERVICE.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
3. Limitations of Service
You acknowledge that Cruzio Internet may establish limits concerning use of Cruzio Internet Services, including the maximum number of days that content will be retained, the maximum number and size of postings, email messages, or other content that may be transmitted or stored by Cruzio Internet, and the frequency with which you may access Cruzio Internet Services. You agree that Cruzio Internet has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by Cruzio Internet. You acknowledge that Cruzio Internet reserves the right at any time to modify or discontinue Services (or any part thereof) with or without notice, and that Cruzio Internet shall not be liable to you or to any third party for any modification, suspension or discontinuance of Services.
4. Access to Service
You will receive a password and account designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to immediately notify Cruzio Internet of any unauthorized use of your password or account or any other breach of security; (b) not to transfer or re-sell your use of or access to your password, your account, or the Service to any third parties; and (c) ensure that you exit from your account at the end of each session. Cruzio Internet cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
Cruzio Internet grants you a limited, revocable, non-exclusive license to access the Service for your own personal use. This license does not include:
(1) Access to the Service by Posting Agents; or (2) any collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by Cruzio Internet.
A limited exception to (2) is provided to general purpose Internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our robots.txt file.
“General purpose Internet search engine” does not include a website, search engine or other service that specializes in classified listings or in any subset of classifieds listings such as jobs, housing, for sale, services, or personals, or which is in the business of providing classified ad listing services.
Cruzio Internet permits you to display on your website, or create a hyperlink on your website to individual postings on the Service so long as such use is for noncommercial and/or news reporting purposes only (e.g., for use in personal Web blogs or personal online media). If the total number of such postings displayed or linked to on your website exceeds twenty (20) postings, your use will be presumed to be in violation of the Terms, absent express permission granted by Cruzio Internet to do so. You may also create a hyperlink to the home page of Cruzio Internet sites so long as the link does not portray Cruzio Internet, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive manner.
Use of the Service beyond the scope of authorized access granted to you by Cruzio Internet immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Service or any content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain express permission from Cruzio Internet.
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1. Domain Registrations
2. Cruzio Internet Built Websites
All files become the exclusive property of the Client upon acceptance of delivery, however these files are partially based on a non-exclusive code base created and maintained by Cruzio Internet and in some cases existing code was used to help create the deliverables. Such code and other underlying technologies do NOT become the property of the Client, only the Finished Product(s). In addition, the Finished Product(s) may depend on code, objects (COMs), and other third party utilities that are the
property of their respective owners. No rights to these dependencies is expressed or implied. Additional licensing may be required with third party assets.
2.2 Point of Contact & Training
Cruzio Internet will require one point of contact during the Contract for clarifying requirements for design, key features, usability and maintenance issues. Cruzio Internet requires this person be available to answer questions arising from the project within 24 hours on workdays (subject to reasonable exceptions), and to have authority to make design and related decisions on the system.
In the event that any aspect of this Contract is dependent on a separate third party or the Client’s in house team, the quality and punctuality of the Finished Product(s) may be subject to said party’s ability to meet the required timelines and/or level of quality. Cruzio Internet is not responsible for any delay or defect caused by separate third party or the Client’s in house teams.
2.4 Hosting & Backups
Websites not hosted by Cruzio Internet will receive no support after the site is built. Cruzio Internet maintains internal backups of active project code and design files. This backup system is not guaranteed and does not support any content produced by the Client. Cruzio Internet is not responsible for the Backup and Restoration of the
Finished Product(s) and any associated data.
Although Cruzio Internet makes every effort to provide secure Finished Product(s), due to the nature of rapidly advancing technology, Cruzio Internet can in no way guarantee that the Finished Product(s) will not be subject to security breaches. Cruzio Internet recommends the use of strong passwords and the observance of standard security practices. In order to minimize the chances of security violations, systems should be updated often. The Client is solely responsible for tracking software updates.
2.6 Limited Liability
The Client alone shall be responsible for: (a) the accuracy and adequacy of information and data furnished for processing; (b) any use made by the Client of the output of the Software or
any reliance thereon; and (c) obtaining the required licenses and respect copyright for any and all third part assets including but not limited to fonts, media, and software. The Client shall also be responsible for the continued operation and maintenance of the computer equipment and third party software used with the Finished Product(s), and shall comply with all operational, environmental and maintenance recommendations and requirements of Cruzio and of the applicable vendors and manufacturers. See also Disclaimer of Warranties/Limitation of Liability.
Cruzio Internet will provide patches and bug fixes for any bugs or issues included in the scope of work reported within the grace period of no more than 30 days following the date of project completion as defined by the date the client signs off on the deliverables. All bug fixes outside of the project scope or after the grace period are the responsibility of the client. Hourly projects are NOT subject to warranty. Design and the placement, editing and arrangement of editorial content are NOT subject to warranty. Should further support be necessary, additional charges will apply.
Cruzio Internet retains the right to use the Client within its roster of clients. A link to The Client website/application website will be placed on the Cruzio Internet
website as part of its business portfolio.
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1. Equipment and Software
1.1 Customer Premise Equipment (“CPE”) shall mean equipment that is provided by Cruzio Internet within or under Customer's control. Customer is responsible for maintaining and operation CPE Customer Premise Equipment), unless otherwise expressly provided under this Agreement. If Customer has not purchased CPE, Cruzio Internet shall retain title to CPE and Customer shall promptly return all CPE to Cruzio Internet and/or promptly provide Cruzio Internet with reasonable access to Customer's facilities in order to recover the CPE, upon termination of this Agreement. For CPE owned by Cruzio Internet but under Customer's control, Customer shall protect Cruzio Internet's title and keep the CPE free from all claims, liens, encumbrances, and legal processes and Customer shall notify Cruzio Internet of any claims, liens, encumbrances or legal processes with respect to the CPE. The CPE is personal property and is not to be regarded as part of the real estate on which it may be situated. If requested by Cruzio Internet, Customer will, at Customer's expense, furnish a landlord or mortgagee waiver with respect to the CPE. The CPE shall not be removed from any location without the written consent of Cruzio Internet. Customer shall, upon Cruzio Internet's request, affix and maintain plates, tags or other identifying labels, showing ownership of the CPE in a prominent position on the CPE. The use of the CPE by Customer shall conform with all applicable laws, insurance policies, and warranties of the manufacturer or supplier of the CPE. Cruzio Internet shall have the right to inspect the CPE at the premises where the CPE is located.
1.2 Customer shall, at its, expense maintain each item of CPE in good condition, normal wear and tear excepted. Customer shall not make any addition, alteration, or attachment to the CPE without Cruzio Internet's prior written consent. Customer shall make no repair, addition, alteration or attachment to the CPE which interferes with the normal operation of maintenance thereof, or might result in the creation of mechanic's or material man's lien.
1.3 Cruzio Internet shall not be responsible for the installation, operation, or maintenance of equipment (including without limitation, cabling) not provided by Cruzio Internet as CPE (collectively, “non-Cruzio Internet equipment or software”). Impairment of Customer's use of the Data Services due to non-Cruzio Internet equipment or software shall not relieve Customer of its payment obligation hereunder. Cruzio Internet shall not be responsible for any changes in the Data Services which may cause non-Cruzio Internet equipment or software to become obsolete, to require modification or alteration, or otherwise affect performance of equipment to be used as a gateway to the Data Services, and Customer shall cooperate with Cruzio Internet in setting up the initial configuration for the Customer-provided router's interface with the Data Services.
1.4 All equipment is sold or otherwise provided to Customer AS IS and WITHOUT WARRANTY of any kind.
2. Installation and Service
2.1 Customer shall make all necessary preparations required to permit installation, maintenance and operation of the Data Services and will provide Cruzio Internet, and its suppliers of communication services and equipment, reasonable access to Customer's promises, including free access to all leased telephone lines, to perform any activities reasonably required under this Agreement. Customer shall have all non-Cruzio Internet equipment or software available and operable for use with the Data Services or CPE at least five (5) business days prior to the scheduled installation date of the Data Services or CPE.
2.2 In addition to the local access provider charges set forth on the Service Order, Customer shall be responsible for all additional local service provider charges related
to Customer's Data Services, including but not limited to: costs of relocation of services once installed, local service provider charges arising as a result of rescheduling of appointments by local service provider representatives, and all local service provider charges incurred for maintenance diagnostics that are determined to be caused by
equipment not owned by Cruzio Internet. Local service shall be provided pursuant to the applicable tariffs.
2.3 Installation charges vary depending on antenna requirements and maximum radio throughput. Additional charges may apply for special installation engineering and/or expedited licensing.
2.4 Installation includes radios, antennas, and the port at the Cruzio Internet POP. The interface provided is Ethernet. The customer is responsible for providing (or purchasing from Cruzio Internet) a compatible router. All equipment included with the installation remains the property of Cruzio Internet.
3. Service Level Agreement
This Service Level Agreement (SLA) is only applicable to Point-to-Point Wireless Services.
3.1 Service Level Agreement Criteria
Network Availability: Cruzio Internet’s network is guaranteed to be available and capable of forwarding IP packets 99.99% of the time, averaged over a calendar month. Cruzio Internet’s IP network includes the customer access port (the port on the Cruzio Internet aggregation router upon which the customer’s circuit terminates) and the Cruzio Internet IP backbone network. The Cruzio Internet IP backbone includes Cruzio Internet owned and controlled routers and circuits, including any transit connections. Cruzio Internet’s Network Availability Guarantee does not include the customer’s Local Area Network (LAN), Customer Premise Equipment (router or CPE), interconnections to or from and within other Internet Service Provider (ISP) networks, or Cruzio Internet dial-up, DSL or hosting services.
Latency: The Cruzio Internet network (as defined in the previous section) is guaranteed to have an average round trip packet transit time within the Cruzio Internet backbone network over a calendar month of 65ms or less.
Bandwidth Guarantee: Cruzio Internet guarantees, for periods when the Service is available, that full port-to-port (customer premise border to the Cruzio Internet Gateway Border) Circuit bandwidth is available for the Customer’s use at all times.
Packet Loss Guarantee: The Cruzio Internet network is guaranteed to have a maximum average packet loss of 1 percent or less during any calendar month.
3.2 Response and Repair Times
In the event of a Service Outage, excluding a force majeure event, Cruzio Internet will respond within thirty (30) minutes after receiving notification of the Outage from Customer and a Trouble Ticket is opened. After receiving notification of the Service Outage from Customer, Cruzio Internet shall begin work to restore the Service on its failed system.
If Cruzio Internet fails to respond to notification from Customer within thirty (30) minutes, Service Outage is said to have begun regardless of factors outlined on 3.3 (a) below.
Cruzio Internet shall maintain a twenty-four (24) hours a day, seven (7) days a week point-of-contact for Customer to report system issues and open a Trouble Ticket.
3.3 Credit Allowances for Service Outages for Wireless Services
In the event that Cruzio Internet is unable to restore a portion of the Service as required hereunder, or in the event of a Service outage, Customer shall be entitled to a credit for the prorated monthly recurring charges for the affected Wireless Services for all unplanned outages in excess of five (5) minutes.
Credit allowances, if any, shall be deducted from the charges payable by Customer hereunder and shall be expressly indicated on a subsequent bill to Customer.
A Service Outage begins when Cruzio Internet is notified or becomes aware of the failure, whichever occurs first.
A Service Outage ends when the affected line and/or associated station equipment is fully operative, subtracting any delay time associated with Cruzio Internet ability to access the Customer or End User Premise.
If the Customer reports Services or a facility to be inoperative but declines to release it for testing and repair, or declines to provide Cruzio access to equipment or facility, it is considered to be impaired, but shall not be deemed a Service Outage.
a. Credit Allowances do not apply to Service Outages (i) caused by the negligence or acts of Customer and/or End User or its agents, (ii) due to failure of power; (iii) the failure or malfunction of non-Cruzio Internet equipment or systems; (iv) circumstances or causes beyond the control of Cruzio Internet or its agents including frequency
conflicts; (v) during any period in which Cruzio Internet is not given access to the Service Premises; or (vi) a Planned Service Outage, unscheduled Emergency Maintenance, scheduled maintenance, alteration or implementation as described herein.
b. All credits must be requested in writing by emailing
within sixty (60) days of the date a Service Outage occurs or any claim for an allowance is waived. Unless otherwise specifically stated, Service Outages are not aggregated for purposes of determining the credit allowance.
c. Credit for Service Outages:
- 5 minutes or less -- No credit
- Between 5 minutes and 1 hour -- 2% of monthly recurring revenue of the affected Wireless Service.
- Each hour above 1 hour -- An additional 2% of the monthly recurring revenue of the affected Wireless Service, capped at 50% of the monthly recurring revenue for any single Service Outage and 100% of the monthly recurring revenue for all Service Outages to that same Wireless Service in any month.
- All Service Outage Credits are capped at 100% of the MRC for all Service Outages to that same Wireless Service in any month.
3.4 Chronic Issues
Whenever a Customer reports to Cruzio Internet (or vice versa) that a Wireless Service has a Chronic Issue, Cruzio Internet shall immediately perform a detailed investigation and report the findings to the Customer. Customer’s right to receive credits shall not apply, however, in the event that any Trouble is caused or contributed to, directly or indirectly, by any act or omission of Customer and/or End User, affiliates, agents or representatives.
A connection is considered to have a Chronic Issue if it experiences four (4) or more related creditable Service Outages of over one hour (persuant to section 3 above) occurring over any thirty (30) consecutive day period. Once an issue is identified as Chronic, the Customer shall have the option to either (a) obtain Service Outage credits as set forth above or (b) terminate the affected Service provided under this Agreement without liability upon written notice to Cruzio Internet.
The provisions of this SLA shall apply only to Service Outages of Point-to-Point Wireless Services 7 Mbps and above.
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1. Telephone Service
1.1 Cruzio Velocity and DSL services are inextricably tied to your voice telephone line. Any changes or interruptions to your telephone service could result in disruption of your Velocity or DSL service. Velocity and DSL customers must maintain a Sonic Fusion or AT&T telephone service in continuous working order to maintain the Velocity or DSL circuit. Any action, or inaction, resulting in the Sonic Fusion or AT&T telephone service being disconnected or changed (including changing the name associated with your AT&T service) will result in loss of DSL service.
1.2 Fusion voice telephone service is provided by Cruzio, The Internet Store, Inc. under agency for Sonic Telecom. If you have a complaint, you may contact Sonic Telecom at 1-888-766-4233. If you have a complaint that we cannot resolve, you may write the California Public Utilities Commission at Consumer Affairs Branch, 505 Van Ness Ave., San Francisco, CA 94102, or online at http://www.cpuc.ca.gov/puc/, or call 1-800-647-7570 or TDD 1-800-229-6846.
2. Velocity and DSL Speeds
Velocity and DSL speeds can vary depending on location, line quality, inside wiring, Internet traffic, and other factors beyond the control of Cruzio Internet. Some line stabilization may be necessary for DSL service. Stabilization could include the lowering of provisioned line speed.
3. Payment Obligations
3.1 If you have the Velocity Internet/Fusion Phone service, you are required to have a current credit card or ACH on-file with Cruzio in order to submit payments. You will be pre-billed twenty-one (21) days in advance. Payment is due between the 1st and 4th of every month. Late fees may apply if payment is not received by the 5th. Accounts are in default if payment is not received by the 15th and may be suspended and are subject to termination. Velocity Internet will be interrupted after fifteen (15) days for non-payment.
For information about Fusion Phone taxes and fees, please visit:
For information about Fusion Phone international rates, please visit:
For information about Fusion Phone codes, please visit:
3.2 For non-Velocity DSL customers, payment is due within five (5) days of the account anniversary each period. Late fees may apply if payment is not received within five (5) days of its due date and account may be suspended and is subject to termination. Please refer to the Cruzio Internet Master Services Agreement for further details.
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For the purpose of this TOU, the following terms have the following definitions and meanings:
Project: includes the Facility and the land upon which they are located, along with any improvements thereon.
Facility: includes Data Center, Common Areas, and the building
Common Area: all areas excluding offices and suites but within the Project, including but not limited to interior utility raceways and installations within the Project, excluding offices and suites, that are provided and designated by Cruzio Internet for the general non-exclusive use of Cruzio Internet, Customer and other customers for the Project including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, roadways, walkways, driveways, and landscaped areas
Data Center: room labeled "Data Center" within the Facility used to provide Colocation Services
Colocation Services: services detailed on the corresponding Service Order or Colo Sign-Up Form
Colo Associates: Customerʼs representatives, employees, contractors, customers, agents, invitees, and users on Customerʼs account. Any and all Colo Associates will abide by the terms and conditions in this Agreement
Customer Equipment: the computer equipment, software, networking hardware, or other materials placed by or for Customer in Cruzio Internetʼs Data Center
1. Building Rules
Cruzio Internet and the Data Center exist inside 877 Cedar, which means that Customer and Colo Associates must abide by the rules of the building. A copy of the building rules is available upon request. The building rules might change with time; continued use of the Colocation Services construes acceptance of the revised rules. Membership is terminable by Cruzio Internet without notice if building rules are violated.
2.1 Only Customer and those individuals identified to Cruzio Internet in writing by Customer as its Colo Associates may access the Data Center. Customer may not allow any person other than its Colo Associates to access the Data Center or the Facility (i.e. no tag alongs). Cruzio Internet reserves the right to deny or restrict access to any Customer or Colo Associates that violate this Agreement and/or payment responsibilities.
2.2 Cruzio Internet may always restrict access to the Data Center or the Facility in an emergency and/or response to a governmental request.
2.3 Customer and its Colo Associates agree to adhere at all times to any reasonable security measures which may be established by Cruzio Internet with respect to the Data Center, Customer Equipment and all other equipment contained in the Data Center.
2.4 Customer acknowledges that Cruzio Internet is using closed circuit TV/audio and other surveillance measures.
2.5 By signing this TOU, Customer also agrees to the terms of the General Parking Agreement. Customer shall park in parking spaces marked “Cruzio” unless otherwise arranged with Cruzio Internet. A copy of the General Parking Agreement is available by request. Terms set forth in the General Parking Agreement may change with time. Continued use of the parking lot constitutes agreement to the terms in the General Parking Agreement.
2.6 This Agreement is not intended to and will not constitute a lease of or tenancy or other interest in the Data Center or other Cruzio Internet premises, the Cruzio Internet equipment or any other real or personal property. Customer shall not assign any interest in this Agreement or otherwise transfer or sublicense any part of the Colocation Services provided thereof or permit the use of the Facility by any party other than Customer, Customerʼs guests and Colo Associates.
See corresponding Service Order and/or Colo Sign-Up Form.
4. Payment Obligations
4.1 Customer is responsible for all Colocation Services on their account. Payment is due in full on the first day of each month. Late fees may apply if payment is not received by Cruzio Internet within five (5) days of the due date. Account is in default if payment is not received within fifteen (15) days of the due date and access to the Data Center may be suspended. Such interruption does not relieve Customer from past due and ongoing charges. Customerʼs account may be closed if payment is not received within twenty five (25) days of its due date and access will be terminated. Customer may be sent to a third party collections agency if payment is not received within sixty (60) days of the due date.
4.2 Customer is required to have a current credit card or ACH on-file with Cruzio Internet. Customer hereby authorizes Cruzio Internet to charge the credit card or ACH on-file for any and all amounts owed to Cruzio Internet under this Agreement if Cruzio Internet is unable to collect owing amounts from Customer by other means. Payments by check, money order, or cashierʼs check should be made payable to Cruzio and delivered to 877 Cedar St. #150, Santa Cruz, CA 95060.
4.3 Any and all Service charges and fees accrued on Customerʼs account, whether applied by Customer, their Colo Associates, or other agents, are payable in full by Customer when balance is due. Customer is responsible for all Services on their account, including Services added by their Colo Associates.
5. Service Level Agreement
5.1 This Service Level Agreement (SLA) is only applicable to Colocation Services.
5.2 Cruzio Internet guarantees that its network will be available one hundred percent (100%) of the time in a given month, excluding scheduled maintenance or a force majeure event (as defined in the Cruzio Internet Master Services Agreement). This includes the network, infrastructure systems and all hardware components. Any hardware component failure will be fixed at no cost to the Customer. Network uptime includes functioning of all network infrastructure including routers, switches and cabling, but does not include services or software running on Customerʼs server. Network downtime exists when Customer is unable to transmit and receive data and is measured from the time the trouble ticket is opened. A credit of five percent (5%) of the monthly fee for each thirty (30) minutes of downtime, up to 100% of the monthly service fee for the affected server. All credits must be requested in writing by emailing
within sixty (60) days of the date the downtime occurs or any claim for an allowance is waived.
5.3 Bandwidth usage will be calculated by Cruzio Internet using the 95th percentile of samplings taken at five (5) minute intervals on a monthly basis. Samples are taken by Cruzio Internet via SNMP from the Cruzio Internet switch or router port Customer is directly connected to and are the greater of input or output bits per second. 95th percentile is determined by sorting the sample data from smallest to largest and discarding the top five percent (5%) percent, with the remaining largest sample designated as the 95th percentile.
6. Effect of Termination
Upon termination of this Agreement: (i) Cruzio Internet will cease providing the Colocation Services; (ii) all Customer payment obligations under this Agreement, including but not limited to monthly service fees through the end of the term will become due in full immediately; and (iii) within five (5) days, Customer will remove all of Customer Equipment and any other property from the Facility and return the Data Center to Cruzio Internet in the same condition as it was prior to Customer installation. If Customer does not remove such property within the five (5) day period, Cruzio Internet, at its option and at Customerʼs expense, may remove and store any and all such property, return such Customer Equipment to the Customer, or dispose of such equipment without liability for any related damages. In addition, Cruzio Internet reserves the right to hold any Customer Equipment until it has received payment in full.
7. Use of Data Center
7.1 Customer and Colo Associates shall: (i) comply with the terms in this Agreement, law, and Cruzio Internetʼs rules and restrictions, (ii) present and deposit photo identification to the satisfaction of Cruzio Internet, (iii) respect the property and observe the rights of other customers and (iv) not enter restricted areas.
7.2 Customer shall make all installations and repairs which require Cruzio Internetʼs support or supervision only during Cruzio Internetʼs normal business hours unless otherwise arranged with Cruzio Internet. 7.3 Customer must keep the Data Center clean at all times. Customer may not store any paper products, cardboard, boxes or other materials in the Data Center. All empty boxes, crates and trash will be removed from the Data Center or discarded per Cruzio Internetʼs instructions. No flammable materials may be stored in the Data Center.
7.4 Customer may not bring, or make use of, any of the following into the Data Center: (i) food or drink, or other liquids, (ii) alcohol, illegal drugs or other intoxicants, (iii) ignited or previously ignited tobacco products, (iv) electro- magnetic devices, (v) explosives or pyrotechnics, (vi) radioactive materials, (vii) weapons, (viii) photographic or recording equipment, (ix) chemicals or hazardous materials or (x) any other material reasonably determined by Cruzio Internet to be inconsistent with the operation of the Data Center.
7.5 Smoking is not permitted at any time in or near the Data Center. Smoking outside of the Facility shall be in designated areas only. 7.6 Children under the age of sixteen (16) are not permitted in the Data Center. 7.7 In the event a convenience outlet is provided, Customer shall only use such outlet on a temporary basis and shall not use it for production.
7.8 Customer will be responsible for maintaining insurance coverage from all losses and damages for Customer Equipment and that of its Colo Associates located in the Data Center, and personal liability insurance for bodily injury and death for Customer and Colo Associates while present at the Data Center.
8. Equipment and Connections
8.1 All Customer Equipment must be certified by Underwriters Laboratories (UL Certified) and comply with local building code and applicable regulations of the Federal Communications Commission.
8.2 Customer must follow hot and cold aisle designations.
8.3 Cruzio Internet grants Customer the right to operate Customer Equipment in the Data Center as specified on the corresponding Service Order or Colo Sign-Up Form. Customer Equipment must be configured and run at all times in compliance with the manufacturer's specifications, including electrical load, clearance and weight load requirements.
8.5 Customer may not place equipment in the Data Center which is materially damaged, is of disputed title or otherwise subject to dispute.
Customer and its Colo Associates may not engage in the following activities (Cruzio Internet reserves the right to exclude anyone from the Facility which violates the following): (i) damage, deface, misuse or abuse any property or equipment in the Data Center, (ii) act in a careless or reckless manner or otherwise threaten the orderly operation of the Data Center, (iii) make unauthorized contact or interference with any property or equipment of Cruzio Internet or any other customer of Cruzio Internet, (iv) use fraud, artifice or subterfuge to gain access to any area of the Data Center to which they are not authorized, (v) harass, threaten or harm any individual, including Cruzio Internet personnel and representatives or other customers of Cruzio Internet, (vi) engage in any activity that is in violation of the Law, or aid others in criminal activity while at the Data Center or in connection with the Colocation Services (vii) allow unauthorized access to the Data Center.
10.1 Customer shall cause all doors to the Facility to be closed and securely locked before leaving the Project. Doors will never be propped open or left ajar. Customer assumes full responsibility for protecting the Project and their own belongings from theft, robbery and pilferage, which includes keeping doors locked and secured. Customer assumes full responsibility for ensuring Colo Associates and guests abide by these terms and for escorting guests off Project.
10.2 Certain areas of the Project are monitored 24/7 by a video security system. Customer agrees that Customer may be recorded while on the Project and that Cruzio Internet will monitor these images and may use them for publicity purposes.
Cruzio Internet carries Liability and Business Personal Property insurance; Customer and Colo Associates shall not be named as an additional insured therein. It is strongly suggested, but not required, that Customer provide insurance coverage naming Customer and Colo Associates as an additional insured against claims for bodily injury, personal injury, and equipment and personal or property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Project and all areas appurtenant thereto. The limit said Customer insurance shall not limit the liability of Customer or relieve Customer of any obligation hereunder.
12.1 Customer shall be responsible for any and all damage caused by them, Customerʼs guests, and Colo Associates. Customer will be billed for any damages caused by them or their Colo Associates. Customer shall replace any fixtures, equipment, or supplies missing from the Facility following the use of the Data Center. Customer is responsible for any loss or damage to the Data Center, Common Areas, Facility, or Project. This includes all damages to any equipment, fixtures, surfaces, including the ceiling, floors and floor finishes, restroom and plumbing, or other property. Customer agrees and acknowledges that Customerʼs liability for loss or damages is not limited to the amount of the deposits received by Cruzio Internet; additional fees may be applied at Cruzio Internetsʼ discretion including, but not limited to non refundable charges for damages, cleaning, materials/equipment, overages, etc.
13.1 Customer agrees to indemnify Cruzio Internet from any and all claims and liabilities arising from the use of the Data Center by Customer and Colo Associates.
14. Limitation of Liability
14.1 Cruzio Internetʼs liability to Customer for damages arising from accessing the Project for any reason and under any theory of law whatsoever is limited to the replacement value of the damage, or the total amount paid by Customer to Cruzio Internet for one (1) monthʼs service, whichever is lower. Cruzio Internet will not be liable for any failure to perform or damages caused by acts of God, force majeure (as defined in the Cruzio Internet Master Services Agreement) or other unforeseen event reasonably beyond Cruzio Internetʼs control including but not limited to power failures and Internet interruptions.
14.2 Cruzio Internet shall have no liability whatsoever for:
(i) any damaged, lost, and/or stolen property or items in or on the Project belonging to Customer, Colo Associates, or Customerʼs guests.
(ii) theft or vandalism to property or items in or on the Project belonging to Customer, Colo Associates, or Customerʼs guests.
(iii) any personal injuries or death arising out of any matter relating to the use of the Project. Customer, Colo Associates, and Customerʼs guests release Cruzio Internet from any and all liability for loss or damages to such property. Customer, Colo Associates, and Customerʼs guests hereby waive on behalf of their insurance carriers all rights of subrogation against Cruzio Internet.
Customer, Colo Associates, and Customerʼs guests release Cruzio Internet from any and all liability for loss or damages to such property. Customer, Colo Associates, and Customerʼs guests hereby waive on behalf of their insurance carriers all rights of subrogation against Cruzio Internet.
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a. Customers shall cause all doors to the Premises to be closed and securely locked before leaving the Building. Doors will never be propped open or left ajar.
b. Customers assume full responsibility for protecting the Premises, and their own offices, from theft, robbery and pilferage, which includes keeping doors locked and secured and never providing access to any persons known or unknown.
c. Customers assume full responsibility for ensuring guests abide by these Terms and for escorting guests off premises.
2. Acceptable Use
a. Except with the prior written consent of Cruzio, Premises shall be used for General Office use only.
b. No cooking shall be done or permitted on the Premises.
c. Premises may not be used for lodging.
d. Premises, equipment, supplies, and other services may not be sublet or resold without prior written consent of Cruzio.
e. Wireless Internet Policy: Wireless access to the Internet is provided during your membership. Cruzio is not responsible for any data, business or other losses as a result of service interruptions, electrical surges, theft, viruses or malicious attack. You have no proprietary or ownership rights to a specific IP or other address, log-in name, or password that you use on our network. Cruzio may change your address, log-in name or password at any time. Cruzio will assign you an IP address each time you access the Service, and it will vary. You may not assign your log-in name, password or IP address to any other person.
Customer wifi devices may only be installed in private office and only if dedicated Internet connection has been purchased for that office.
All Customer wifi devices must operate on channel designated by Cruzio. Power should be turned down on wifi units to reduce coverage to Customer’s office only. Any Customer wifi device deemed by Cruzio to be interfering with Cruziworks wifi must be disabled. Customer-owned wifi devices must be password protected with at least WPA security and should not have "cruzio" anywhere in the SSID.
Cruzio reserve the right to disable Internet connectivity to any device deemed by Cruzio to be interfering with Cruzioworks wifi, or for any other reason.
f. Without prior written permission from Cruzio, you shall not install, maintain or otherwise locate at Cruzio any computer server of any kind, whether hardware or software.
Cruzio carries Liability and Business Personal Property insurance. It is strongly suggested, but not required, that Cruzioworks customers carry an insurance policy to cover their own equipment and personal property while using our space.
4. Common Areas
a. Cruzio reserves the right to remove any objects placed in common areas or outside the building deemed unsightly, hazardous, obstructive or for any other reason.
b. Customers must keep the Common Areas clean at all times and may not store any paper products, cardboard, boxes or other materials in the Common Areas.
c. Customers will be billed for any damages caused by them or their guests.
e. Cruzioworks is monitored 24/7 by a video security system. You agree that you may be recorded while you are in the Cruzioworks space, and that Cruzio will monitor these images and may use these images for publicity purposes.
f. No posters, pictures or other material will be posted in Common areas. All windows and glass doors are categorized as common area.
a. Customers shall not bring upon, use or keep in the Premises or the Building, (i) Kerosene, gasoline or inflammable, combustible or explosive fluid or material, (ii) any method of heating or air conditioning other than that supplied by Cruzio, (iii) Alcohol, illegal drugs or other intoxicants, (iv) Explosives or pyrotechnics, (v) Weapons, (vi) Dogs or other animals, other than Seeing Eye and Service Animals, (vii) Any other material reasonably determined by Cruzio to be inconsistent with the operation of the building.
Smoking, burning of candles, incense or other sources of open or smoldering flame are not allowed on premises anywhere in the building.
6. Construction and Utilities
Customers are prohibited from (i) Directing electricians to where and how telephone and other wires are to be introduced, (ii) Boring or cutting of wires, (iii) installing linoleum, tile, carpet or other floor covering, (v) Changing or installing locks on doors, (v) installing any permanent fixtures or making any changes to physical surroundings without express written permission from Cruzio.
Payment is due on the 1st of the month, a late fee of 10% or $10 (whichever is greater) will be applied if the account is over due for 5 days. Accounts are in default if payment is not received within 13 days of its due date. Accounts in default will be suspended and access to space will be interrupted. Such interruption does not relieve Customer from paying past due and ongoing charges.
Accounts are closed if payment is not received within 19 days of its due date. Upon closure, any property left in offices will be moved to storage and stored at Customer's expense. Cruzio is not responsible for any damages to Customer property during removal or storage. If within 60 days Customer has not claimed property, Customer will be considered to have waived rights of ownership.
Cruzio requires thirty (30) days prior written notice on all cancellation requests.
Any membership is terminable by Cruzio with 30 days notice with or without cause. Membership is terminable by Cruzio without notice if these terms are violated.
Upon the termination of Services, you shall deliver to Cruzio all keys and passes for offices, rooms, and toilet rooms which shall have been furnished to you. In the event of the loss of any keys so furnished, you shall pay Cruzio therefor. You shall not make, or cause to be made, any such keys, you shall order all such keys solely from Cruzio and you shall pay Cruzio for any additional such keys over and above the set(s) of keys originally furnished by Cruzio.
Upon expiration or termination of this agreement, within ten (10) days Customer will remove all Customer Equipment and any other property from Cruzio's premises and return the Space to Cruzio in the same condition as it was prior to Customer's occupation.. If Customer does not remove such property within the ten (10) day period, Cruzio, at its option and at Customer expense, may remove and store any and all such property, return such Equipment to the Customer, or dispose of such equipment without liability for any related damages. In addition, Cruzio reserves the right to hold any Customer Equipment until it has received payment in full.
Deposits, minus any costs for cleaning and damages, will be returned within thirty (30) days of termination.
Upon termination, any mail delivered will be returned to sender, and any mail left on Premises will be destroyed.
9. Promotion, Advertising, and Copyright
Without the prior written consent of Cruzio, you shall not use the name of the Building or any picture of the Building in connection with, or in promoting or advertising your business.
Cruzio reserves the right at all times to disclose any information about you, your participation in and use of the Services as Cruzio deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at Cruzio’s sole discretion.
You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Cruzio, a customer, or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of Cruzio, any analyses, compilations, studies or other documents prepared by Cruzio or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.
Your participation in and/or use of the Services obligates you to maintain all Confidential Information in strict confidence; not to disclose Confidential Information to any third parties; not to use the Confidential Information in any way directly or in directly detrimental to Cruzio, or any participant or user of the Services.
All Confidential Information remains the sole and exclusive property of Cruzio or the respective disclosing party. You acknowledge and agree that nothing in this TOU or your participation or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Cruzio, or any participant or user of the Services.
Cruzio shall be in no way liable for any act or omission or failure of key card system and the card keys which may be provided. Lost or stolen cards must be reported immediately. A charge will apply for replacement key cards.
13. Building rules
Cruzioworks exists inside of 877 Cedar, which means that customers must abide by the rules of the building. A copy of the Building Rules is available upon request. The building rules might change with time; continued use of the Event Space construes acceptance of the revised rules. Event is terminable by Cruzio without notice if building rules are violated.
14. Mail and deliveries
Cruzio is not responsible for any mail delivered to Premises, not for the condition of any packages delivered to the Premises.
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For the purposes of this document, the following words have the following definitions and meanings:
Event Space: may be one, all, or any combination of the following areas in Suite #150 and/or Suite #120 as described on the Events Sign-Up Form. Cruzioworks must approve and process the Events Sign-Up Form before the Event can be confirmed
Project: includes Facility and the land upon which they are located
Facility: includes Event Space, Common Areas, basement, and the building
Common Area: all areas excluding offices and suites but within the Project, including but not limited to interior utility raceways and installations within the Project, excluding offices and suites, that are provided and designated by Cruzioworks for the general non-exclusive use of Cruzioworks, Customer and other customers for the Project including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, roadways, walkways, driveways, and landscaped areas
Conference Room: defined as having capacity for up to six people
Classroom: defined as having capacity for up to 25 people
Atrium: defined as having capacity of 250 people
1. Building Rules
Cruzioworks exists inside of 877 Cedar, which means that Customer must abide by the rules of the building. A copy of the Building Rules is available upon request. The Building Rules might change with time; continued use of the Event Space construes acceptance of the revised rules. Event is terminable by Cruzioworks without notice if Building Rules are violated.
2.1 Customer will receive the level of access necessary for the event. Cruzioworks shall have the right to enter the Facility and all parts thereof at any and all times during a scheduled event.
2.2 Unauthorized entry to the Facility, any office, suite, and/or workspace by Customer or Customerʼs guests in Suite #120 and/or Suite #150 may result in measures including immediate termination of this contract; in such event, Cruzioworks shall have the right, but not the obligation, to take any legal action, including but not limited to fully prosecuting Customer to the full extent of the law.
See Events Sign-Up Form for details.
All event date and time requests must be made at least two (2) weeks prior to the date of the event. Events are permitted at the sole discretion of Cruzioworks and are based on availability. Event Space is available for a limited amount of time/occurrences per month.
A security deposit is required to reserve the Event Space. Cruzioworks shall not be required to approve the date and time of the event until Customer provides the security deposit and other event fees in the amount described on the Events Sign-Up Form. Full payment is due at least two (2) weeks before the event takes place. The security deposit will be refunded no later than thirty (30) days after the event if there are no damages or additional cleaning costs or fees for the Event Space. Usage and access beyond the time specified on the Events Sign-Up Form will be billed in whole hours at the current hourly rate and begin accruing five (5) minutes after the reservation expires. Event Space must be returned to its original condition at the end of the allotted time. Setup, breakdown, and cleanup must be completed within allotted time. An additional fee may be assessed should the Event Space not be returned to the configuration pictured in the default setup placard posted. This includes, but is not limited to, the placement of furniture and the cleanliness of the Event Space. Any change to event date, hours, location, number of attendees, etc. may result in additional charges. Should Customer or Customerʼs guests neglect to recover personal property in the Facility after the event, Cruzioworks, at its option and at Customerʼs expense, may remove and store any and all such property, return property to Customer, or dispose of property without liability for any related damages. In addition, Cruzioworks reserves the right to hold any Customer property until it has received payment in full.
Any cancellation or changes to the date, time, or Event Space must be made at least two (2) weeks prior to the date of the event. If less than two (2) weeks notice is given, additional fees may apply and/or Cruzioworks may set refund limitations. If the attendees do not arrive at the scheduled time, Customer shall be responsible for the full fee. Occasionally, Cruzioworks is compelled to cancel or reschedule events for a variety of reasons and will undertake reasonable efforts to provide at least seventy two (72) hours notice if possible (pursuant to section 14. Right to Revoke Permit). Unless indicated otherwise, if Cruzioworks cancels an event, Customer will receive a full refund and will have the option to reschedule the event (subject to availability). If an event takes place over several days and only one day is cancelled, only a partial refund may be payable corresponding to the day(s) cancelled.
Cruzio-designated parking spots in the parking lot behind the Facility are available on a first-come, first-served basis. Attendees may park in Cruzio-designated spots after 5 PM Monday through Friday, after 2 PM Saturday, or all day on Sunday. Attendees also have the option to park other parking facilities downtown.
7.1 Customer and Customerʼs guests shall: (i) comply with the terms in this Agreement, law, and Cruzio Internetʼs rules and restrictions; (ii) present and deposit photo identification to the satisfaction of Cruzio Internet; (iii) respect the property and observe the rights of other customers; and (iv) not enter restricted areas.
7.2 Music and sound amplification is not allowed without express written permission from Cruzioworks. All sound amplification must follow the noise ordinance in the downtown area. All music must end at 10:00 PM.
7.3 Smoking is not prohibited in or on any area of the Project.
7.4 Alcoholic beverages are not permitted on Project without written consent from Cruzioworks prior to Event.
7.5 No food is allowed on Project without express written permission from Cruzioworks. Cooking is not allowed in the Facility. All food must be prepared off site. Warming appliances are allowed but must not damage the electrical system in the Facility. All food waste must be disposed of in a trash container and not put down any sink or drain in the building. A sink is provided only to wash hands, rinse utensils and dishes, etc. All trash/recyclables must be securely bagged and taken to the kitchen; Cruzioworks will dispose of it. Customer will not leave food from event in the kitchen, refrigerator, or freezer. Food left behind will be disposed of without warning.
7.6 Children must be supervised at all times.
7.7 No animals, pets, birds, fish, reptiles, or insects other than Seeing Eye and Service Animals are allowed on Project.
Cruzioworks equipment may be available for use at the Event Space and at such rental rate for approximately such time as is stated on the Events Sign-Up Form. Equipment shall be returned in the same condition in which it was rented. Customer is financially responsible for replacement or repair of missing or broken equipment.
Customer agrees to protect, indemnify, defend, save and hold harmless Cruzioworks and its officers and employees from any and all claims, liabilities, damages or right of action directly or indirectly arising out of the use of the Facility and from the activities of the Customer and Customerʼs guests during the rental period. Cruzioworks will not be liable for the safety of Customerʼs guests.
10. Limitation of Liability
10.1 Cruzioworksʼs liability to Customer for damages arising from rental or use of the Event Space for any reason and under any theory of law whatsoever is limited to the total amount paid by Customer to Cruzioworks in rental fees and deposits. Cruzioworks will not be liable for any failure to perform or damages caused by acts of God, force majeure or other unforeseen event reasonably beyond Cruzioworksʼs control including but not limited to power failures and Internet interruptions.
10.2 Cruzioworks shall have no liability whatsoever for:
(i) any damaged, lost, and/or stolen property or items in or on the Project belonging to Customer or Customerʼs guests (ii) theft or vandalism to property or items in or on the Project belonging to Customer or Customerʼs guests (iii) any personal injuries or death arising out of any matter relating to the use of the Project.
Customer and Customerʼs guests release Cruzioworks from any and all liability for loss or damages to such property. Customer and Customerʼs guests hereby waive on behalf of their insurance carriers all rights of subrogation against Cruzioworks.
Cruzioworks reserves the right at all times to disclose any information about Customer, Customerʼs participation in and use of Cruzioworks products and/or services as Cruzioworks deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at Cruzioworksʼ sole discretion.
Customer shall be responsible for any and all damage caused by any person or persons in attendance. Customer shall replace any fixtures, equipment, or supplies missing from the Facility following the use of the Event Space. Customer is responsible for any loss or damage to the Event Space, Common Areas, Facility, or Project. This includes all damages to any equipment, fixtures, surfaces, including the ceiling, floors and floor finishes, restrooms and plumbing, or other property. Customer agrees and acknowledges that Customerʼs liability for loss or damages is not limited to the amount of the deposits received by Cruzioworks; additional fees may be applied at Cruzioworksʼ discretion including, but not limited to non refundable charges for damages, cleaning, materials/equipment, overages, etc.
13. Assignment and Sub-licensing
Customer shall not assign any interest in this Agreement or otherwise transfer or sublicense the Facility or any part thereof or permit the use of the Facility by any party other than Customer and Customerʼs guests.
14. Right to Revoke Permit
Cruzioworks retains the right, in its sole discretion, to revoke permission for use of the Facility at any time and may cancel any event when it is necessary for the safety, health, morality, welfare, protection of the Facility, is a disturbance to other customers or building tenants, violates these terms or any rules or regulations of the City of Santa Cruz, etc. Cruzioworksʼ cancellation of any event may result in forfeiture of all monies paid by Customer to Cruzioworks including any deposits.
15.1 Customer shall cause all doors to the Project to be closed and securely locked before leaving the Facility. Doors will never be propped open or left ajar. A doorbell will be provided at Customerʼs request. Customer assumes full responsibility for protecting the Project and their own belongings from theft, robbery and pilferage, which includes keeping doors locked and secured. Customer assumes full responsibility for ensuring guests abide by these terms and for escorting guests off Project.
15.2 The Event Space is monitored 24/7 by a video security system. Customer agrees that Customer may be recorded while in the Event Space and that Cruzioworks will monitor these images and may use them for publicity purposes. Please note that Customerʼs event does NOT take precedence over normal business activity; be aware that if the event is in a Common Area, Cruzioworks employees and Coworking members will have access to the space, as well, unless otherwise arranged with Cruzioworks.
16. Responsible Person
The Customer shall designate a responsible person to remain on site during the event to be responsible for the conduct of all guests, and to be available to do a check out walk through with Cruzioworks at the end of the event (see section 15. Security for details).
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1. Referral fee shall be calculated as either:
a. Two per cent (2%) per month of the net value of services sold by Cruzio as a direct result of a referral, regardless of the value of the resulting sales of goods or services by Cruzio.
b. A flat fee of fifty per cent (50%) of the MRC per service referred, regardless of the value of the resulting sales of goods or services by Cruzio.
2. Upon reconciliation of referral fees due, the Agent shall issue an invoice to Cruzio and payment shall be effected within thirty (30) days of submission of said invoice.
3. Placement of advertisements and referral methods for Cruzio are at the sole discretion of the Agent. However, in order to solicit sales, the Agents shall not make promises or issue any warranty either expressed or implied pertaining to the services offered by Cruzio unless authorized in writing by Cruzio to do so.
4. The Agent may make use of Cruzio's trademarks for the sole purpose of promoting Cruzio's goods or services. Any such use shall be in accordance with Cruzio's trademark policies. It is expressly understood that this referral agreement does not grant the Agent any interest in Cruzio's trademarks or any other intellectual property rights.
5. The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this referral agreement and at no time may the Agent position itself as affiliated to Cruzio, except as an independent referrer. In view of this independent relationship the Agent shall not enter into any agreements on behalf of Cruzio, shall make no warranty either expressed or implied on behalf of Cruzio and shall not incur any expenses on behalf of Cruzio.
6. This referral agreement does not grant exclusive rights to the Agent to act as referrer on behalf of Cruzio and the Agent shall have no rights under any other agreements entered into by Cruzio with other Agents.
7. The Agent agrees not to disclose any confidential information pertaining to Cruzio's goods or services nor that of prospective or existing customers to any third party. The Agent may do follow-up enquiries with its referred customers to confirm their purchase and to gather feedback about their experience with Cruzio's services as supplied.
9. Each party shall indemnify, defend and hold the other party (and any other relation to the other party) harmless against any and all claims of whatsoever nature arising from misrepresentation, default, misconduct, failure to perform or any other act related to this agreement.
10. This agreement constitutes the whole agreement between the parties and any alteration must be in writing and signed by both parties.
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