Exhibit 10.14
STANDARD TERMS AND CONDITIONS FOR
ROUNDHEAVEN INTERNET DATA CENTER AND MANAGED HOSTING SERVICES
THIS AGREEMENT date for reference the 1 day of February, 2001 (the "Effective
Date")
BETWEEN:
ROUNDHEAVEN COMMUNICATIONS CANADA INC., a federal company with
its head office at Suite 2323, Three Bentall Centre, 000
Xxxxxxx Xxxxxx, X.X. Xxx 00000, Xxxxxxxxx, X.X., Xxxxxx X0X
0X0 ("RoundHeaven")
AND:
Sport Inc., a company incorporated in the province [state] of
Delaware with it head office at 120-1050 West Pader
("Customer"); Vancouver B.C. V6E 357
WITNESSES THAT WHEREAS:
Customer wishes to install or have installed Customer's System (as defined
below) at a RoundHeaven data center and to have RoundHeaven perform services
identified in Service Orders and Statements of Work during the term of this
Agreement; and
RoundHeaven is prepared to install or permit the installation of Customer's
System and to provide the Services on the terms and subject to the conditions
set out below;
NOW THEREFORE in consideration of the mutual premises and covenants herein, the
parties hereby covenant and agree as follows:
1. DEFINITIONS
Unless the context requires otherwise the following terms shall have the
meanings set out below:
"AGREEMENT" means these Standard Terms and Conditions, Schedules to these
Standard Terms and Conditions, Specifications, Orders and Statements of Work.
"AUTHORIZED PERSONNEL" means up to two Customer employees or representatives
that the Primary Contact identifies to RoundHeaven in writing from time to time
as being authorized to physically attend at the Facility and to enter the
Customer's Area. An individual will only be considered Authorized Personnel:
a) once he or she has provided RoundHeaven with the information
to be used to verify his or her identity at the Facility; or
b) for specific visits to the Facility, once the Primary Contact
has provided RoundHeaven with the information about the
individual that will attend at the Facility including his or
her estimated time of arrival, provided that Customer has
authorized this method of designating Authorized Personnel.
"BANDWIDTH" means Internet connectivity as described in the Specification of
Bandwidth Services.
"CONFIDENTIAL INFORMATION" means all trades secrets and other information not
generally known to the public, and owned by one of the parties, or by any
company affiliated to one of the parties, or by any of their respective
suppliers, customers or other business associates. It includes without
limitation, all feature sheets and Specifications, pricing information,
inventions, discoveries, processes, algorithms, source code, customer,
financial information, legal, corporate, marketing, personnel, product,
research, supplier, technical, and other non-public information, in whatever
form or media, specifically identified as confidential prior to or at the time
of its disclosure.
"CUSTOMER'S AREA" means the space within the Facility allocated by RoundHeaven
from time to time for Customer's System.
"CUSTOMER HARDWARE" means hardware and accessories identified in a Customer
Equipment Form as being owned by Customer (whether acquired prior to the
execution of this Agreement or under the terms of this Agreement) that is
installed, or is to be installed in Customer's Area.
"CUSTOMER SOFTWARE" means software identified in a Customer Equipment Form as
being owned by Customer or licensed to Customer by a person other than
RoundHeaven and is installed or is to be installed in Customer Hardware or
Leased Hardware.
"CUSTOMER'S SYSTEM" means collectively the Customer Hardware, Leased Hardware,
Customer Software and Licensed Software.
"DISPUTE" has the meaning set out in paragraph 10.1.
"EMERGENCY SERVICES" means services that RoundHeaven personnel reasonably
determine are required from time to time to maintain the integrity of
Customer's System.
"EVENT" means an event or series of events which individually or collectively
are deemed to constitute a failure to meet a Service Level.
"FACILITY" means the RoundHeaven Vancouver Data Center located at 000 Xxxx
Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X.
"FACILITY SERVICES" means the provision of Customer's Area, power and
environmental controls for Customer's Area, janitorial services and Physical
Security for the Facility as described in the Specifications.
"INITIAL TERM" means the term for which monthly recurring services shall be
provided commencing on the monthly recurring services start date set out in the
Order.
"LEASED HARDWARE" means the items of hardware and their accessories identified
in a Customer Equipment Form as being leased to Customer by RoundHeaven.
RoundHeaven may replace items of leased hardware and accessories from time to
time, provided that it provides written notice to Customer that it has done so
and provided that any such substitution does not substantially diminish the
technical parameters of the Services.
