Explore the world on i3D.net’s network. With our private 22+ Tbps global backbone, you can secure your connection in more than 45 locations worldwide.
a) Client may request that i3D.net provide Licensed Space and other Services by submitting a signed Order form. Upon i3D.net’s written acceptance of the Order, it will become a part of this MSA. Depending on the nature, types and locations of Services covered by the Order, Client may be requested to sign additional Orders and other forms of agreement for specialized Services (collectively Addenda), each of which, when fully signed, shall be incorporated into this MSA, whether or not physically attached. i3D.net shall not have any obligation to provide Licensed Space or other Services to Client until all Orders and Addenda required by i3D.net have been executed by the Parties.
b) In the event of conflict between or among the provisions of this MSA and its Addenda, the documents shall be given the following descending order of precedence in construing the controlling provision or interpretation:
i) written Order(s), including Online Order(s);
ii) Country Agreement(s);
iii) Service Agreement(s), together with any applicable SLAs;
iv) these Global Terms & Conditions;
v) Policies; and
vi) contemporaneous and mutually confirmed direct messages (e.g., Slack™ or Phone Orders).
If a Country Agreement modifies these Global Terms & Conditions, such modification will only apply to Orders for that country.
c) i3D.net expressly rejects the application of all standardized purchase terms and conditions of Client, such as those appearing on preprinted forms or purchase orders
a) Fees for Services will accrue from the Billing Start Date and Client will be liable for Fees for the full term specified in each Order. Client will pay in full all invoices from i3D.net in the currency specified in the Order within thirty (30) days of the invoice date. i3D.net reserves the right to charge interest on all past due amounts at the lower of (i) one and a half percent (1.5%) per month; or (ii) the highest rate permitted by applicable law. If Client fails to pay any invoiced amount to i3D.net when due, Client will be deemed to be in default, without any notice of default or demand being required. In such event, in addition to all other rights and remedies available to it in law and equity, i3D.net is authorized to charge the maximum statutory interest [permitted under applicable law; referred to in Section 6:119 of the Dutch Civil Code or the late payment interest as referred to in Section 6:119a of the Dutch Civil Code] on the outstanding principal amount, which will be charged daily for so long as the outstanding amount remains unpaid. If, having been given notice of default, Client continues to fail to pay the amount owed, plus the statutory interest as referred to in Section 6:119 of the Dutch Civil Code or the late payment interest as referred to in Section 6:119a of the Dutch Civil Code, i3D.net may pass on the claim for collection. In that event, in addition to the principal and statutory interest as referred to in Section 6:119 of the Dutch Civil Code or the late payment interest as referred to in Section 6:119a, Client will be obliged to pay all extrajudicial expenses and any legal costs, in addition to any costs determined at law. Such costs will amount to a minimum of 15% of the principal.]
b) In the absence of Client’s payment default, or a specialized or customized order, i3D.net will invoice Client monthly in advance for all recurring Fees (MRCs) and in arrears for use-based or non-recurring Fees (NRCs), such as installation, Remote Hands and technical support fees. Fees will be determined with reference to i3D.net’s then-current price list, unless otherwise provided in an Order or this Agreement.
c) Client shall not offset, deduct, set-off or suspend payments for Services. Client may, in good faith, dispute any invoice or any part thereof (a “Disputed Amount”) by submitting a written notice of such dispute along with reasonable supporting documentation within sixty (60) days of the date of the initial invoice on which the Disputed Amount appears. Initiating a dispute does not relieve Client of its obligation to pay the Disputed Amount timely. In the event no such written and supported dispute is submitted within the 60 day period, then Client shall be deemed to have accepted the invoice and to have waived all rights to challenge the Disputed Amount, including the right to file any claim pertaining to the Disputed Amount. The Parties will work together in good faith to resolve the Disputed Amount within thirty (30) days after receipt of Client’s notice.
d) Whether or not identified or estimated in any proposal or Order, Client shall be solely responsible for the payment of all (i) Taxes related to its activities and the ownership and operation of all Client’s Equipment, (ii) Taxes resulting from or pertaining to Client’s rental or use of all i3D.net Technology, Services or equipment, and (iii) Taxes imposed, levied or assessed on Client or Client’s Equipment by any governmental or other tax authorities. If Client is required to make any deduction, withholding or payment for Taxes in any jurisdiction on amounts payable to i3D.net, the gross amount due to i3D.net from Client shall be increased after Client has made the deduction, so that i3D.net receives the same amount it would have received if such deduction, withholding or payment had not been made.
e) All third-party service provider and, third-party datacenter charges, as well as any software licenses obtained by i3D.net on Client’s behalf (such as licenses from the Microsoft Service Provider License agreement “SPLA”) are automatically subject to price increases to match any increases made by the datacenter, software manufacturer or other provider. i3D.net will use its best efforts to provide Client thirty (30) days written notice before such a price change takes effect. To the extent that Client uses its own licenses, Client shall be responsible for accurately reporting to i3D.net all changes in the number of licenses being used at the end of each month. Client will indemnify and hold i3D.net harmless against any third-party Claim resulting from Client’s failure to do so timely and accurately.
f) Unless otherwise agreed by the Parties in writing, not more frequently than once per calendar year, i3D.net may in addition to its other rights, increase the Monthly Fee and any other ancillary fees by a fixed percentage that is the lesser of (i) five percent (5%), or (ii) the percentage increase in the CPI. Client acknowledges and agrees that this price indexation is an integral part of the negotiated prices applicable to this Agreement and that price increases arising from this provision do not provide a basis for early termination.
g) In the discretion of i3D.net, payments received will be applied to Client’s oldest outstanding invoices, without regard to any contrary directive from Client.
h) Absent i3D.net’s agreement to allow Client to pay for its Services in U.S. dollars, i3D.net will bill Client in [euros;U.S. dollars] and invoices shall be payable in [The Netherlands; United States].
a) This Agreement begins on the Effective Date and terminates on the date the last Order then in effect expires or is terminated. A termination of this Agreement shall terminate all Order(s) and all rights of use granted to Client shall expire immediately.
b) Without effecting a termination of this MSA, Client may direct i3D.net to decommission one or more servers, Services, or licenses of Licensed Space after their applicable Initial Term by means of a written decommission directive submitted via email to firstname.lastname@example.org. Decommission directives are effective on the 30th day following their receipt by i3D.net, unless a longer or shorter period is provided under the applicable Order or Addenda.
c) Either Party may terminate this Agreement by giving written notice to the other Party if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days (ten (10) days in the case of a Payment Default) after receipt of such notice. If Client fails to cure a Payment Default resulting in a breach, Client shall be responsible for all costs of collection, including reasonable attorneys’ fees. If the breach (other than a Payment Default) cannot be cured within thirty (30) days, the breaching Party shall be given a reasonable period of time, not to exceed sixty (60) days after receipt of the notice, to cure the breach, provided that the breaching Party acts promptly and diligently to cure such breach.
d) Without limiting i3D.net’s rights under Section 3(b) above, if Client has been notified of a Payment Default on two (2) or more occasions during a twelve (12) month period) the time to cure any material breach of this Agreement shortens to ten (10) days after notice (or within five (5) days after notice of a third Payment Default), and i3D.net may suspend access to the Licensed Space and/or the provision of Services.
e) i3D.net may deny removal of Client’s Equipment at any time there exists a Payment Default.
f) Either Party may terminate this Agreement immediately upon giving written notice to the other if the other Party becomes insolvent or enters bankruptcy, initiates the process of liquidation, has a receiver appointed, begins winding up or makes similar arrangements.
g) i3D.net may suspend access to the Licensed Space and/or the provision of Services if (i) it receives an order, judgment or decision from a court, law or regulatory enforcement authority or other government institution, the performance of which necessitates or directs the same, (ii) Client or Client’s Equipment interferes with the delivery of Services, the operation or maintenance of the datacenter or point of presence, or with i3D.net’s or its other Clients’ use of the same, and within a reasonable time not to exceed one (1) hour after being notified of the interference by email or phone, Client fails to (a) cease such interference, (b) provide a plan acceptable to i3D.net to immediately cease such interference or (c) authorize i3D.net to take action to cease such interference (billed at Remote Hands rates as set forth on the i3D.net Website); (iii) in i3D.net’s reasonable judgment Client or Client’s Equipment has the potential to interfere with i3D.net’s delivery of Services, operation or maintenance of the datacenter or point of presence, or with one or more of its other Clients’ use of the same, and within a reasonable time not to exceed seventy-two (72) hours after being notified of the potential interference by e-mail or phone, Client fails to (a) resolve such potential interference; (b) provide a plan acceptable to i3D.net to timely resolve such potential interference; or (c) authorize i3D.net to take action to resolve such potential interference (billed at Remote Hands rates); (iv) Client commits a material breach of this Agreement. If i3D.net suspends the provision of Licensed Space and/or other Services pursuant to this Section 3 (g), unless i3D.net has elected to terminate this Agreement, i3D.net will reverse the suspension of Licensed Space and/or Services as soon as reasonably practical after it is satisfied that Client has cured the breach(es) giving rise to the suspension and paid the prescribed reinstatement Fee of € 250 (or U.S dollar equivalent) plus applicable Taxes. Further, i3D.net may terminate this Agreement if the suspension of Client’s Access or Services continues for five (5) consecutive days or occurs more than three (3) times in any twelve (12) month period.
a) Each Party represents, warrants, and covenants to the other that it will comply with all applicable laws and regulations in performing this Agreement.
b) i3D.net will provide the Licensed Space and other Services in a professional and workmanlike manner. If Client concludes that any Licensed Space or Service provided by i3D.net does not meet any requirements expressly agreed upon by the Parties, Client shall inform i3D.net of its conclusion and identify the specific disparity(ies) in writing within fourteen (14) days of the earlier of (i) their delivery to Client, or (ii) the inception of the disparity, the purported disparities are waived. In the absence of an SLA or other express standard of service, i3D.net provides all Services on a Best Efforts basis.
c) Subject always to any financial liability limitations in this Agreement, if an SLA is entered into by the Parties with respect to a Service, it is the SLA that establishes the performance standard and maximum financial liability of i3D.net to Client in providing the Service(s) to Client.
d) Client represents, warrants and covenants to i3D.net that (i) it possesses and will maintain the legal right and authority (including regulatory consents) to operate, configure, install, repair and maintain Client’s Equipment throughout the Term, (ii) it is the owner, licensee or rightful user of all software used by Client in and in connection with the Licensed Space and Services, including all requisite copyrights, trademarks, patents, trade secret, and other intellectual and other property rights related thereto, and that their use and operation will comply with Client’s rights of use.
e) Client also represents, warrants and covenants that it: (i) is and will remain compliant with applicable Sanction Laws; (ii) is not listed, or owned or controlled by an entity or person, on the U.S. Department of Treasury list of Specially Designated Nationals, or located in or organized under the laws of a country subject to U.S. or E.U. embargo (collectively, “Restricted Persons”); (iii) is not providing services in connection with this Agreement to Restricted Persons, including any Sublicensees; and (iv) will not use the Licensed Space and Services, or allow them to be used, for any purposes prohibited by applicable Sanction Laws, including nuclear, chemical, or biological weapons proliferation or development of missile technology. Notwithstanding any other provision in this Agreement, i3D.net reserves the right to terminate this Agreement immediately upon written notice to Client if i3D.net is notified by a governmental regulatory, judicial or legal enforcement agency that Client is not in compliance with this Section 4(d) or is causing i3D.net to be exposed to violations under Sanction Laws.
f) EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, i3D.net DOES NOT MAKE AND HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO EXPRESS, IMPLIED AND STATUTORY WARRANTIES THAT THE LICENSED SPACE AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. i3D.net ALSO DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. ALL LICENSED SPACE AND OTHER SERVICES ARE PROVIDED OR PERFORMED ON AN “AS IS”, “AS AVAILABLE. BASIS, AND CLIENT’S USE OF THE LICENSED SPACE AND SERVICES IS SOLELY AT ITS OWN RISK.
g) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR (i) LOST PROFITS; (ii) LOSS OF BUSINESS; (iii) LOSS OF REVENUES (EXCEPT THAT CLIENT SHALL BE LIABLE FOR ALL FEES AND OTHER AMOUNTS OWED TO i3D.net UNDER THIS AGREEMENT); (iv) LOSS OF DATA OR INTERRUPTION OR CORRUPTION OF DATA; (v) ANY CONSEQUENTIAL OR INDIRECT DAMAGES; OR (vi) ANY INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
h) ALSO NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, i3D.net’s TOTAL LIABILITY TO CLIENT IN THE AGGREGATE FOR THE ENTIRE TERM (REGARDLESS OF WHETHER THE CLAIMS ARE BROUGHT DURING OR AFTER THE TERM) WITH RESPECT TO ALL CLAIMS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ATTORNEY’S FEES) WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT TO i3D.net FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE FIRST CLAIM AROSE. AS A FURTHER LIMITATION, i3D.net’s MAXIMUM LIABILITY FOR ALL CLAIMS RELATING TO THE LICENSED SPACE AND THE SERVICES FOR A FAILURE INVOLVING A NON-RECURRING FEE OR A REMOTE HANDS SERVICE, SHALL NOT EXCEED THE AMOUNT OF THE FEE FOR SUCH SERVICES ON THE OCCASION GIVING RISE TO THE CLAIM.
i) Subject always to the limitations of this Agreement, i3D.net and Client agree to indemnify and hold harmless the other Party, including the other Party’s officers, directors, agents, and employees from all Claims.
j) The Parties each waive the right to bring any claim against the other arising out of or in any way relating to an Order more than one (1) year after the earlier of the date the Services are completed, or the Order for the Services expires or is terminated.
k) The Parties recognize and agree that the warranty disclaimers, limitations of liability and remedy limitations are integral parts of this Agreement, and their existence and protections are reflected in establishing the Fees charged by i3D.net to Client.
a) Each Party shall hold the other Party’s Confidential Information in strict confidence and not use or disclose it to any other person or entity, except (i) with the express written consent of the Disclosing Party, or (ii) as necessary to perform obligations required by this Agreement, in which event the Receiving Party may disclose Confidential Information to those of its employees and contractors who need-to-know the information to perform this Agreement, so long as there exists a nondisclosure agreement with such persons of at least equal stringency.
b) Client acknowledges and agrees that i3D.net Confidential Information includes the i3D.net Technology.
c) If the Receiving Party is required by law or valid order of a court or other governmental authority to disclose Confidential Information of the Disclosing Party, the Receiving Party shall first, unless prohibited by applicable law, give notice to the Disclosing Party to allow the Disclosing Party a reasonable opportunity to obtain a protective order.
d) Each Party grants to the other a non-exclusive, non-transferable, and non-sublicensable license to use the other Party’s trademarks, trade names, service marks, and logos (collectively “Trademarks”) during the Term and solely in connection with the Receiving Party’s website and/or marketing and promotional efforts. The Receiving Party will ensure that its use of any Trademarks complies with the Disclosing Party’s trademark use guidelines as may be changed by from time to time. Any use of the Trademarks by the Receiving Party will first be submitted to the Disclosing Party for approval. The Receiving Party shall not alter Trademarks; nor does this right of use grant to the Receiving Party any right, title, or interest in the Trademarks. In addition, i3D.net may identify Client as a customer of i3D.net on its website and marketing and promotional materials.
a) The Parties agree that they have reviewed this Agreement and had an opportunity to negotiate it, and that this Agreement shall not be interpreted more strictly against the drafting Party. The section headings and captions are for convenience only and will not be used to construe this Agreement.
b) If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.
c) Client acknowledges that i3D.net expressly rejects the applicability of any general purchase conditions or other conditions of Client, whether presented previously, presently or in the future.
d) Each submission and action performed using Client’s Account shall be deemed to have been authorized and taken by Client. All such activities shall be at Client’s sole risk of loss. If Client knows, suspects or should reasonably suspect or know that the Account has been “hacked” or its security compromised, or is at risk of being misused, Client must immediately report this information to i3D.net and cooperate fully with any instructions from i3D.net to prevent misuse and restore security to the Account.
e) Client shall take all reasonable steps to ensure that its obligations under this Agreement are performed correctly and on time. To that end, Client agrees that it will provide i3D.net all information and data that it reasonably requests (or that Client should reasonably expect to be required) for the establishment, operation or maintenance of the Services is delivered to i3D.net on time and is accurate and complete. Any time period within which i3D.net is required to perform any act under this Agreement shall be automatically extended until all the information and data i3D.net has requested (or that Client should reasonably expect to be required) has been delivered and is accurate and complete. Client’s delay in delivering required information or data does not defer or relieve Client from any Fee obligations.
f) If Client knows or should reasonably know that due to a change in circumstance or use, i3D.net will need to take additional measures to comply with its obligations under this Agreement, Client shall inform i3D.net as soon as it becomes aware of the likelihood of such change in circumstance or use. By way of example only, if Client knows or should know that it will be entering a period of high use which might cause i3D.net’s systems to experience an exceptional peak load and degradation or unavailability of Services. Given adequate advance notice, i3D.net will use its Best Efforts to prevent the Services from becoming degraded or unavailable. Whether or not i3D.net receives advance notice, all additional costs (e.g., bandwidth, managed services charges, and remote hands expenses) reasonably incurred by it to avoid or mitigate the impact of Client’s change in circumstance or use will be the responsibility of and charged to Client.
g) Without full disclosure and specific advance written permission of i3D.net, Client may not use the Services for High-Risk Applications.
h) Client shall keep its name, postal address, email address, contact persons, telephone number and, if requested, credit card and bank account numbers up to date throughout the Term.
i) Regardless of whether Materials are legal, Client agrees not to use or distribute, or to suffer others using or distributing, via the Licensed Space or Services, any Materials, that in i3D.net’s reasonable discretion:
i) are intended primarily to aid others in infringing the rights of third parties, such as websites that present or distribute hack tools or information to enable those with Access to commit a crime, rather than enabling the reader to defend against such crimes;
ii) are libelous, defamatory, insulting, racist or discriminatory or incite hatred;
iii) contain child pornography, beastiality or appear intended to assist others in locating such Materials;
iv) violate the privacy of third parties, which in any case includes but is not limited to distributing third-party personal data without permission or necessity, or repeatedly harassing third parties with unwanted communications;
v) contain hyperlinks, torrents or references to the location of Materials that infringe copyright or other intellectual property of another without appropriate licensure;
vi) contain unsolicited commercial, charity-related or ideals-related communications;
vii) contain malicious content, such as viruses, malware or spyware.
j) Client also acknowledges and agrees that:
i) No access is given by i3D.net to its network infrastructure (switches, routers, monitoring equipment, PDU’s etc.) — unless specifically granted in an Order or other Addenda.
ii) All rented devices will have a pre-installed administrator account that allows access by i3D.net which Client shall not remove, tamper with or change. If i3D.net agrees in writing to waive this limitation and remove its administrator account from any device(s), a one-time Fee will be charged to Client. Notwithstanding anything to the contrary in this Agreement, no SLA shall apply and it shall be deemed stricken from this Agreement at the moment the administrator account is removed.
iii) Client is responsible for the security of its rented devices and is strongly advised to abide by industry “best practices” including cybersecurity protocols.
iv) i3D.net disclaims all responsibility or obligation to use, fix or access any and all Client software or systems whatsoever.
v) Unless specifically agreed in an Order or other Addenda, i3D.net has not been requested to provide backup services of any kind and specifically disclaims all responsibility to perform backups of Client materials, data or Client software. If backup storage solutions are desired by Client a separate Order and/or Service Agreement that identifies the backup/storage responsibilities must be entered into by the Parties and additional Fees attributable to the backup/storage solution paid by Client. Absent a specific assumption of responsibility by i3D.net Client is advised to and shall be deemed to have elected to perform its own backups and data storage protocols and is solely responsible for backing up and storing all Client data and software.
a) Law & Jurisdiction. This Agreement is made under and will be governed by and construed in accordance with the laws of [The Netherlands; the State of California] without regard to conflicts of laws principles. If any legal action is brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees in addition to any other relief to which it may be entitled. The Parties agree that jurisdiction over any dispute arising under this Agreement shall be resolved in the [district of Rotterdam, The Netherlands; state or federal courts within Los Angeles County State of California] and the Parties expressly consent to such jurisdiction.
b) Independent Contractor. Client acknowledges and agrees that i3D.net is an independent contractor and not an employee, partner, joint venturer or in any like relationship with Client. net retains all rights to perform services for others during and after the Term.
c) Counterparts & Entire Agreement. This Agreement and its Addenda may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. This Agreement, together with its Addenda, constitutes the entire final agreement between the Parties with respect to the matters described herein and supersedes all prior or contemporaneous communications, agreements, and understandings between the Parties with respect to the subject matter hereof.
d) This Agreement may not be altered, amended, or otherwise modified in any respect, except by a writing duly executed by the Parties. Notwithstanding the general application of the preceding sentence, the Parties acknowledge and agree that i3D.net may amend its Policies by giving Client thirty (30) days advance written notice of the change(s) via the i3D.net Website, an email to the Client or a message posted in Client’s Account. Client shall be deemed to have accepted the Policy change(s) if it does not specifically reject the change(s) by written notice to i3D.net prior to the end of the thirty day notice period. Upon receipt of Client’s objection, i3D.net may, in its sole discretion, modify or revoke the Policy change(s) or allow Client to initiate the termination of this Agreement.
e) This Agreement may be assigned only to an Affiliate of i3D.net or to a third party which acquires a majority voting interest in a Party or which acquires substantially all of the assets of a party hereto, provided that the assignee is at least as fiscally sound as the assignor at the inception of this Agreement and the person or entity to whom this Agreement is assigned agrees in writing to be bound by all of the terms and conditions of this Agreement. The rights and duties of the Parties shall be binding upon and shall inure to the benefit of their respective heirs, successors, and permitted assigns.
f) No Waiver. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence by a Party or its representatives, unless in a writing signed by an authorized officer of the Party sought to be charged with the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision or of the same provision on another occasion.
g) Unless an alternative method of notice is specifically provided in this Agreement, all notices, consents, or approvals must be given in writing and sent by (i) certified or registered mail, postage prepaid; (ii) overnight delivery requiring a signature upon receipt; (iii) delivery by hand; or (iv) facsimile or e-mail (promptly confirmed by mail), to the Parties at the respective addresses in this Agreement or as otherwise designated in writing by the Parties and be deemed effective on the date of receipt. Notwithstanding anything to the contrary in this Agreement, notices relating to i3D.net Policies shall be deemed to have been received five (5) days after mailing if sent by mail, two (2) days after mailing if sent by overnight courier or on the date of dispatch if sent by email or posted on a public or customer accessible portion of the i3D.net Website.
h) Force Majeure. Except for Client’s obligation to pay Fees and other amounts due under this Agreement, neither Party will be responsible or in any way liable to the other Party, and neither Party will have any termination or other rights, arising out of or resulting from a Force Majeure Event.
i) Subcontractors. net may permit Smartdc or any other Affiliate, independent contractor or other third party, to perform any of i3D.net’s obligations hereunder, provided that i3D.net remains primarily responsible to Client for the performance of its obligations.
j) Non-Solicitation of Personnel. Neither Party shall during the Term or for one (1) year thereafter make a targeted solicitation to any of the other Party’s personnel to leave their employment.
k) No Third-Party Rights. No one except the Parties to an Order have any rights or obligations under such Order. The i3D.net entity that enters into an Order with Client for Services will be solely responsible for providing the Services in accordance with the Agreement, and no other i3D.net or parent entity will be jointly, severally, or otherwise liable in connection with that Order or this Agreement.
l) Time of the Essence. Time is of the essence in all things to be done, including all payments to be made, by Client under this Agreement.
m) Sections 3 through 8 shall survive any termination or expiration of this Agreement.
a) Client may utilize the One Platform available at i3d.net or through the Application Programming Interface for administrative purposes such as the decommissioning, reviewing and monitoring current services as well as ordering additional services.
b) Everything ordered by the Client through the One Platform is automatically a part of this MSA and subject to the terms and conditions of this MSA.
Capitalized terms in this Agreement shall have the meanings set forth below unless an alternate definition is provided in writing in an Order or other Attachment to this Agreement.
Accompanying Person: Each person (other than an employee of i3D.net) accompanied by an Authorized Person while at an i3D.net datacenter or point of presence.
Account: means the enabled user interface that allows a Client to access, manage and configure the Services to the extent permitted, as well as use configuration(s) and files that may be stored on Client’s behalf from time to time during the Term.
Addenda: means the collections of Orders, Service Agreements, Country Agreements and other forms of written agreement signed by the Parties
Affiliate: An entity that controls, is controlled by, or under common control with a Party, by virtue of legal, beneficial or equitable ownership, directly or indirectly,
of more than fifty percent (50%) of the aggregate voting equity interests in the entity.
Agreement, Master Services Agreement or MSA: means this Master Services Agreement, together with all written and signed Orders and Addenda that are incorporated by reference or that by virtue of their timing and object are within the scope of Services the Parties would reasonably expect to be covered by this MSA.
Associated Entity: means (i) each individual, company, partnership or other entity which employs, contracts with, or is otherwise associated with Client, Authorized Persons or Accompanying Persons, (ii) any of Client’s end users and (iii) Sublicensees.
Authorized Person: Each person included on the most recent list of Authorized Persons given to i3D.net by Client in accordance with i3D.net’s then-current forms and procedures, who may be authorized by Client to, for example, access a datacenter, place Orders or act as Client’s shipping contact.
Best Efforts: means a process in which i3D.net takes all commercially reasonable steps to achieve the stated objective, diligently and in good faith.
Billing Start Date: For Licensed Space or a Service ordered in an Order (other than Online Orders or Phone Orders), the date designated in the Order as the start date or if there is no start date designated in the Order, then the date on which the Licensed Space is provided or the Service is delivered to Client. i3D.net will inform Client of the actual Billing Start Date (which may be via email). Services may have different Billing Start Dates under the same Order, in which case billing will commence for each Service upon the dates that each individual Service has delivered, as informed by i3D.net.
Claims means claims, demands, lawsuits, losses, liabilities, damages and expenses, including without limitation costs of suit and attorneys’ fees arising out of a Party’s breach of this Agreement or any representations or warranties in this Agreement.
Client’s Equipment: All network, computer and other equipment provided, owned or controlled by Client, Client’s Affiliates, Client’s Authorized Persons, Accompanying Persons or Associated Entities (including wiring and connections between such equipment and
Client’s demarcation equipment), excluding Cross-Connects or i3D.net’s demarcation equipment.
Confidential Information: means each Party’s financial, business, marketing, customer communications, benchmarking data, product development and other non-public information and technical documents, including the terms of this Agreement, the Disclosing Party’s internal business operations and internal economics, business plans, relationships with employees, customers, vendors and contractors, business and technological processes, design details, specifications, software code, demos and product samples, (including all copies, summaries, notes and extracts thereof) that was obtained or disclosed pursuant to or in connection with this Agreement. Confidential Information does not include documents or information that: (a) is or becomes known to the general public without fault or breach on the part of the Receiving Party; (b) the Receiving Party receives from a third party without breach of a nondisclosure obligation and without restriction on disclosure; (c) was in the possession of the Receiving Party prior to disclosure by the Disclosing Party; or (d) is independently developed by the Receiving Party’s personnel having no access to the Disclosing Party’s confidential information.
Country Agreement: means any written agreement between the Parties for Licensed Space or Services bearing the designation “Country Agreement” and containing specialized terms and conditions of service.
CPI means the year over year increase in The Netherlands consumer price index in the calendar year preceding that of the price increase permitted under this Agreement.
Cross-Connect: A physical or wireless interconnection within an i3D.net datacenter or point of presence that (i) exits Client’s Licensed Space or (ii) connects Client to another i3D.net Client.
Fees: means all charges and fees charged to Client by i3D.net, including but not limited to those for Licensed Space and Services of all types, exclusive of Taxes.
Force Majeure: means events or circumstances beyond its reasonable control, including, but not limited to, acts of God, war, labor strike, terrorist act, fire, flood, earthquake, health epidemic or any law, order, regulation or other action of any governing authority or agency, failures of public or private infrastructure that is typically
available to i3D.net and on which the provision of the Services is dependent, but over which i3D.net lacks direct actual control, computer or internet sourced disruptions or crimes, such as DOS or DDOS attacks or successful or unsuccessful attempts to circumvent or “hack” network or systems security; and failures on the part of i3D.net’s vendors or suppliers.
Force Majeure Event: means a failure by a Party to perform any of its obligations under this Agreement if the failure is caused by Force Majeure.
High Risk Applications: means applications in which a failure or deficiency in the Services could lead to death or serious injury, serious environmental damage or loss of personal or other data that Client or i3D.net identifies as being sensitive and the loss or destruction of which might result in significant direct or consequential damage. By way of example only, transportation systems in which a deficiency could result in derailing trains or aircraft accidents; medical systems in which a deficiency could result in a person receiving no treatment or the wrong treatment; systems on which a substantial part of the population depends for obtaining services (such as the DigiD identification code in the Netherlands}; systems storing large volumes of medical data or other special categories of personal data within the meaning of the General Data Protection Regulation.
i3D.net Technology includes but is not limited to all i3D.net software, including administration, monitoring and reporting tools; i3D.net server information and specifications, including usage and performance records and information, passwords, domains, domain names, hardware and software configurations, bandwidth and disk space information; any materials, software or technology used or provided via the i3D.net Website or by i3D.net in connection with its Services; network information, including usage and performance records and information, configurations and passwords; i3D.net non-public information, including financial and business information, product content, hosting service protocols and procedures, software development efforts, source code, software and hardware configurations; and i3D.net strategies, business methods, practices and procedures.
i3D.net Website: means the website at https://www.i3d.net.
Licensed Space: means the specific space licensed by Client from i3D.net in an i3D.net datacenter or point of presence and made available to Client for access and use with permission.
Materials: means all works, including programs, software, websites, applications, branding, logos, flyers, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, drafts, images, texts, sketches, documentation, consultancy, reports, code and other creations of the mind, as well as the data media (whether or not encrypted) on which the Materials are stored.
One Platform means the application programming interface as well as the user interface for the i3D.net client administration panel found at one.i3d.net.
Online Order: An order placed by Client using the One Platform.
Order: An order from Client for Licensed Space or Services, including a Service Agreement, order follow-on order or amendment that references this Agreement, and an Online Order or Phone Order pertaining to the Licensed Space or existing Services. Orders are not valid until signed by the Parties, or in the case of an Online Order or Phone Order until expressly accepted or performed by i3D.net. i3D.net is under no obligation to accept any Order.
Payment Default: means the existence of unpaid and overdue Fees following a written notice to Client that Fees are past due.
Phone Order: An Order from Client pertaining to the management of Licensed Space or Services, such as a Remote Hands request. Orders for new Services or new Licensed Space may not be placed by phone.
Policy or Policies: means i3D.net’s then-current collection of procedures, rules, requirements and other policies, including but not limited to its Access, Fair Use and Acceptable Use policies.
Services: means all services, goods, equipment, products and other offerings provided by i3D.net pursuant to an Order or Service Agreement covered by this Agreement.
Remote Hands: means onsite technical assistance provided by i3D.net or its agents for a Fee, which may include following Client’s express instructions relating to remote management, installation or troubleshooting of Client’s Equipment or any other agreed upon assistance by i3D.net that exceeds or is outside the scope of its pre-paid or included Services.
RIPE: means Réseaux IP Européens.
Sanction Laws: Sanction and embargo laws and regulations in effect at the applicable time, including sanctions instituted by the government of The Netherlands or the United States, including the U.S. Treasury Office of Foreign Assets Control, that extend to the Client’s Equipment, or the Services or locations utilized by Client.
Service Agreements: means any written agreements between the Parties for dedicated infrastructure, dedicated hosting, colocation, networking, Remote Hands and other managed and unmanaged services, equipment, goods and other offerings provided by or through i3D.net.
Services: means all work, services and activities performed or to be performed, equipment, goods, products and other offerings delivered, to be delivered, used or made available for use that are the subject of or encompassed by any applicable Order, Addenda, Policy or directive between the Parties.
SLA: means a signed Service Level Addendum pertaining to a Service.
Taxes: means sales, use, transfer, privilege, excise, consumption tax, Value Added Tax (“VAT”) or Goods and Services Tax (“GST”) as applicable, and other similar taxes and duties, whether foreign, national, state or local, however designated, levied or imposed (whether as a deduction, withholding or payment) now in force or enacted in the future, which apply to the Licensed Space or the Services performed by i3D.net or Client for its operations and use of the Licensed Space or Services, but excluding taxes on i3D.net’s income.
Term: means the duration of this Agreement or, as the case may be, its Addenda as determined under Section 3 of this MSA with reference to [The Netherlands; United States Pacific Coast local time].