CO-LOCATION AGREEMENT
This Co-Location Agreement this “Agreement”) is entered into by and between Onli, and
_______(“Customer”), to be effective as of __ (the “Effective
Date”). The parties hereby agree as follows:
WHEREAS, The Premises herein are located at ____________________, which
may be suitable for the placement and operation of telecommunications equipment;
WHEREAS, for the purpose of placing therein certain telecommunications equipment and
cabling (the “Equipment”), Customer desires access to the Premises for the purposes of co-
locating its Equipment (the “On-Net Co-location”);
WHEREAS, Customer desires to acquire certain bandwidth (the “Connection”, and together
with the On-Net Co-location, the “Services”) from Onli; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties
hereby agree as follows:
I. SERVICES.
A. ONLI shall provide Customer the Services described on the Order Form attached hereto and
incorporated herein as Exhibit A, the terms and conditions of which are by this reference
incorporated in full herein, for the price and on the terms as set forth on the Order Form.
Customer shall also be responsible for all connection and local access charges incurred by ONLI
for additional network connection for carrier facilities requested by Customer, and if ONLI is
providing Customer the local loop, Customer will be billed by ONLI for such amounts. A
Statement of Work (“SOW”) for On-Net Co-location specified in Exhibit D shall be mutually
agreed upon and finalized by the parties within ten (10) business days of the signing of this
Agreement. Such SOW shall be attached hereto and incorporated herein as Exhibit D. Customer
will timely provide to ONLI all information and documents necessary to develop and complete
the SOW, including but not limited to Customer’s configuration, and coordinate with ONLI in
the development and completion of such SOW. ONLI reserves the right to add new or modify
existing one-time costs dependent on the final SOW, such additional costs not to exceed five
thousand dollars ($5,000.00) unless Customer’s power, space, or environmental requirements
materially differ from the initial proposal of the SOW attached hereto and incorporated herein as
Exhibit G. Exhibit G shall be replaced and superseded by a final Exhibit D. The On-Net Co-
location services shall be provided in accordance with the On-Net Co-location SLA attached
hereto and incorporated herein as Exhibit C. The Premium Bandwidth Internet Connection shall
be provided in accordance with the Internet SLA attached hereto and incorporated herein as
Exhibit E.
B. Customer’s Equipment shall be placed in a caged environment in the Premises (“Customer
Environment”).
C. In connection with the Customer Environment made available herein, ONLI shall perform
services that support the overall operation of the Premises (e.g., janitorial services,
environmental systems maintenance and power plant maintenance) at no additional charge to
Customer. Customer shall not place any Equipment in the Customer Environment which is
unsafe or creates any type of hazard.
D. Prior to each visit by Customer to the Customer Environment, Customer shall notify the
ONLI Network Control Center of the time and date that it intends to visit the Customer
Environment. Customer’s access shall be subject to the landlord’s uniformly applied security
measures. To access the Customer Environment, Customer shall notify the ONLI Network
Control Center (“NCC”). During normal business hours Monday through Friday, 8am – 5pm
local time, excluding holidays, and in emergency situations, the NCC will use commercially
reasonable efforts to provide Customer with an escorted access as expediently as possible in a
time not to exceed thirty (30) minutes from the NCC’s receipt of the request. After business
hours or on holidays, the NCC will arrange an escorted visit within 2 hours of its receipt of the
request for non-emergency visits. All visits will be escorted. Customer will not be liable for any
charges for or related to accessing the facility. All additional services performed by ONLI,
including but not limited to Remote Hands Access services will be only conducted at the request
of Customer and will be tracked using a trouble ticket and will be subject to charges attached
hereto and incorporated herein as Exhibit B.
E. Customer acknowledges that it is receiving Services only and is not entitled to occupy the
Premises or the Customer Environment other than as provided herein. Further, Customer has not
been granted any real property interests in the Customer Environment or the Premises. ONLI
warrants and represents that it has the authority to enter this Agreement and that it has the
authority to grant the rights specified herein to Customer for Customer Environment. The
Equipment shall not be deemed or become fixtures in the Premises. Customer’s Equipment is
necessary for the provision of the Services by ONLI under this Agreement.
II. TERM OF AGREEMENT, TERMINATION AND RENEWAL.
A. Subject to Section II.B, the term of the Agreement shall be ____years from the Effective Date, which term shall renew automatically for ___ periods until Customer or
Onli provides thirty (30) days written notice to the other party (“Agreement Term”). The Onli
Connections or Service ordered on the Effective Date shall have a minimum term of
_years for such Connection or Service commencing from the Effective Date (“Connection Onli Term”). Each Connection or Service shall automatically renew for successive periods equal to _ month for such Connection or Service unless terminated by either party
at least thirty (30) days prior to the then current date for termination. Unless otherwise set forth
herein, Onli reserves the right to change its rates or the SLA during any renewal term by
notifying Customer at least sixty (60) days in advance of the effective date of such rate or SLA
change. Notwithstanding the foregoing to the contrary, the renewal term will terminate on the
earlier of (i) the expiration of ONLI’s underlying lease for the Premises (“Lease”), or (ii) the
earlier termination of Lease.
The term of any additional Service ordered by Customer, that is included in ONLI’s standard
product offering as detailed below, shall be coterminous with the Connection Onli Term, unless
both parties agree otherwise. The Onli standard product is attached as Exhibit F to this
Agreement. The parties will meet every six (6) months to update such list. For any additional
Service that is not included in ONLI’s standard product offering list, the parties shall agree upon
the pricing and term for such non-standard offering. Any additional order extending past the
then-current Term of this Agreement shall be completed as if this Agreement remained fully in
effect, and this Agreement shall be deemed extended through the termination date of the
additional order, provided however that Customer may terminate all such orders upon thirty (30)
days written notice to ONLI.
B. In the event that ONLI’s Lease terminates, ONLI’s Lease expires prior to the end of the term
of this Agreement, or in the event of an emergency, Onli will use its commercially reasonable
efforts, as Onli deems in its reasonable opinion, to assist Customer to transition its Services to an
alternate Onli network facility mutually agreed upon by the parties, which site shall afford
comparable environmental conditions for the Equipment and comparable accessibility to the
Equipment, and provided that the new location is within a ___________mile radius from the data
center without crossing a water barrier. Onli and Customer will work together in good faith to
minimize any disruption of Customer’s Services as a result of such relocation. Onli will be
responsible for the cost of any such relocation, except that Onli shall not be responsible for
relocating facilities installed in violation of Paragraph IV.F.
C. Upon termination or expiration of the Agreement, Customer agrees to remove the Equipment
and other property that has been installed by Customer or its agents. In the event such Equipment
or property has not been removed within thirty (30) days of the effective termination or
expiration date, the Equipment shall be deemed abandoned and Customer shall lose all rights and
title thereto.
D. In the event the Premises become the subject of a taking by eminent domain by any authority
having such power, either party shall have the right to terminate this Agreement with no further
liability to the other party. Onli shall attempt to give Customer reasonable advance notice of the
removal schedule. Customer shall have no claim against Onli for any relocation expenses, any
part of any award that may be made for such taking or the value of any unexpired term or
renewed periods that result from a termination by Onli under this provision, or any loss of
business from full or partial interruption or interference due to any termination. However,
nothing contained in this Agreement shall prohibit Customer from seeking any relief or remedy
against the condemning authority in the event of an eminent domain proceeding or condemnation
that affects the Customer Environment.
III. PRICES AND PAYMENT TERMS AND PRICE REVIEW.
A.Onli shall commence the monthly recurring billing on the Customer Environment as set forth
on Exhibit A when Onli delivers the Customer Environment for Customer’s use as specified in
the SOW, provided that if Customer starts using the Customer Environment prior to completion
of the work in the SOW, Customer will begin paying (i) a pro-rata portion of the applicable
space charge based on the percentage planned racks as specified in the SOW actually utilized
and (ii) a fee for power actually utilized by Customer in the Premises. Onli shall commence
monthly recurring billing on the Buildout as set forth in Exhibit A upon mutual agreement of a
SOW. Billing for the Connection (recurring and nonrecurring) shall commence when Onli
completes the work in the SOW, provided that if Customer starts using the Connection prior to
completion of the work in the SOW, Customer will begin paying the applicable Connection
charge for the Connection actually utilized. Customer will be invoiced monthly for all amounts
due and owing to ONLI. All payments are due within thirty (30) days after the date of such
invoice. All payments required by this Agreement are exclusive of any national, state, municipal
or other governmental excise, sales, value-added and occupational taxes and other levies, all of
which Customer shall be responsible for, and will pay in full, other than taxes based on ONLI’s
net income. Customer will be deemed to be in default hereunder if payment is not received
within thirty (30) days after the date of such invoice and in addition to its other remedies, Onli
may charge Customer an interest rate equal to the lesser of 1-1/2% per month or the maximum
amount permitted by the law of Customer’s state. In the event Customer moves the location of its
Connection, Onli reserves the right to charge Customer an additional fee to be communicated to
Customer in advance. In the event Onli is unable to activate the Connection or Service due to any
reason, issue or delay caused either directly or indirectly by the Customer or its agents, such
Connection or Service will be deemed activated and Onli shall commence billing for Connection
or Services rendered when Onli is ready to activate such Connection or Service.
B. Customer agrees to reimburse Onli for all reasonable repair or restoration costs associated
with damage or destruction caused by Customer, its personnel, its agents or its
suppliers/contractors or Customer’s visitors during the Term or any renewal or as a consequence
of its removal of the Equipment or property installed in the Customer Environment.
C. Upon the request of Customer, the parties shall review the pricing on bandwidth _ months after the Effective Date and each ___ months thereafter. In the event that the rate for
bandwidth charged by Onli is more than _______percent (%) higher than that being
paid by Customer for premium bandwidth used by Customer at the Customer Environment from
other top tier telecommunications providers (as ranked by a independent third party ranking
agency accepted by the industry) for materially comparable services with like terms and
conditions, Customer will have the option at its sole discretion to terminate all existing
Connections (at no penalty to Customer) and to not purchase any further bandwidth services
from ONLI. Notwithstanding the foregoing to the contrary, Onli shall have the option at its sole
discretion to adjust its then-current pricing before any such election to terminate takes place,
provided such adjustment is communicated no later than five (5) business days after Customer’s
request.
IV. ADDITIONAL TERMS GOVERNING THE CONNECTION; INSTALLATION OF
EQUIPMENT.
A. Onli shall allocate Customer IP addresses in accordance with RFC 2050.
B.Onli offers Customer access to the Internet. Customer hereby acknowledges that the Internet is
not owned, operated, managed by or in any way affiliated with Onli or any of its affiliates, and
that it is a separate network of computers independent of ONLI. Customer’s use of the Internet is
solely at Customer’s own risk and is subject to all applicable local, state, national and
international laws and regulations. Access to the Internet is dependent on numerous factors,
technologies and systems, many of which are beyond ONLI’s authority and control.
C. ONLI’s network may only be used for lawful purposes. Onli reserves the right to monitor
Customer’s activity for internal network utilization and reliability purposes only. ONLI’s
utilization and reliability monitoring does not include examination of Customer payload data,
unless (i) such examination is deemed necessary to troubleshoot a Customer issue, and the
Customer consents to such examination; or (ii) such examination is pursuant to any judicial
order, search warrant, or statutory requirement, in which event Onli shall provide notice thereof
to Customer, to the extent that the judicial order, search warrant, or statutory requirement permits
said notice. Any monitoring by Onli is subject to the confidentiality provision set forth in this
Agreement. The transmission of any material in violation of any federal, state, or other
applicable law or regulation is prohibited. Such laws include laws governing copyright, trade
secret, and obscenity. Onli has zero tolerance for unsolicited bulk commercial e-mail messages
and reserves the right to suspend the Connection(s) in the event that Onli becomes aware that
Customer, or persons making use of Customer’s services is using the Onli network for the
distribution of unsolicited bulk commercial e-mail messages in order to investigate the situation.
In the event that ONLI’s investigation reasonably shows that Customer knowingly distributed
unsolicited bulk commercial e-mails. Onli may terminate the Connection(s); and such
termination of the Connection(s) shall not be subject to the cure period specified in Section VI.A.
ONLI-provided facilities, DNS, Connections or services may not be used to send unsolicited
bulk commercial e-mails, nor may Onli facilities, DNS, Connections or services be used to host
any web site or other network resource which is advertised directly or indirectly through
unsolicited bulk commercial e-mail. In the absence of verifiable evidence to the contrary, Onli
considers complaints by recipients of e-mails to be de-facto proof that the recipient did not “opt-
in” or otherwise ask to receive the e-mail(s) about which a complaint was generated.
Notwithstanding the foregoing, unless prevented by a lawful order issued by a court of
competent jurisdiction, statute, immediate termination notice received from ONLI’s upstream
provider, or ONLI’s sole but reasonable determination that its network or customers are in
immediate jeopardy. Onli will notify customer prior to taking any action that would result in a
service interruption.
In the event that Onli receives any disconnection or deepening warning or notice related to
Customer’s use of the Connection (hereafter “Notice”) which Onli may receive from various
Internet peers and transit providers. Onli may terminate the applicable Connection. In the event
that Onli receives any such notice, Onli reserves the right to take immediate action as necessary
to remedy such Notice, including the right to immediately terminate the applicable Connection.
The terms “peer” and “transit provider” are used in the Internet industry standard manner, and
refer to carriers with whom Onli exchanges IP traffic, whether for compensation (“transit
provider”) or not (“peer”).
In the event Onli terminates a Connection pursuant to this Section IV.C., Customer will pay Onli
a fee equal to the minimum charge for that Connection for the lesser of (i) for two months or (ii)
the remainder of the nine (9) month review term, whichever is less. Customer will have no
further liability to Onli related to the terminated Connection.
D. Customer’s usage of other networks connected to ONLI’s network must comply with the
rules appropriate for that other network. Onli exercises no control whatsoever over the content of
the information passing through its network.
E. Routine maintenance and periodic system repairs, upgrades and reconfigurations may result in
temporary impairment or interruption in the Connection. Except as set forth in the terms and
conditions of this Agreement and the ONLI’s On-Net
Co-location Service Level Agreement (“SLA”) attached hereto as Exhibit C, Onli shall provide
continuous or uninterrupted service. Notice for any routine maintenance shall be posted on the
Onli website and provided in writing to the technical contacts provided by Customer. The
provisions set forth in the SLA shall be Customer’s sole and exclusive remedy in the event of
any SLA deficiency, including but not limited to unavailability of the Connection.
Scheduled Maintenance Windows (United States only):
Scheduled Maintenance can be viewed at: http://www.Onli.net/customer/index.html
Tuesday 2am – 6am*
Thursday 2am – 6am*
Saturday 4am – 8am*
- All times listed under Scheduled Maintenance Windows are Pacific Time and subject to
change without notice. Onli will use commercially reasonable efforts, as determined solely by
ONLI, to perform routine maintenance only during the Saturday maintenance window.
F. Customer shall not make any construction changes or material alterations to the interior or
exterior portions of the Customer Environment, including any cabling or power supplies for the
equipment, without obtaining ONLI’s written approval, not to be unreasonably withheld, for
Customer to have the work performed or have Onli perform the work. Onli reserves the right to
perform and manage any construction or material alterations within the Premises and Customer
Environment at rates to be negotiated between the Parties hereto. Notwithstanding the foregoing
to the contrary and subject to ONLI’s Lease, Onli will allow routine minor cable and wiring
alterations for Customer’s solution, provided that it does not alter in a material way the overall
ONLI-approved design (as determined by Onli in its reasonable opinion) or require any
structural modifications to that design or, which would constitute an alteration requiring the
prime landlord’s approval under the Lease. Onli will use reasonable efforts to obtain any
landlord consent on any alteration that does require landlord consent.
G. The Customer Environment, installation of Equipment and access to the Premises shall at all
times be subject to Customer’s adherence to the generally accepted industry standards, security
rules and rules of conduct established by Onli for the Premises. Customer agrees not to erect any
signs or devices to the exterior portion of the Customer Environment without submitting the
request to Onli and obtaining ONLI’s written approval.
H. All costs of cooling, power, or other equipment associated with fulfilling the SOW which may
be made to accommodate Customer servers will be limited to the costs in Exhibit A.
Maintenance and operation of data center cooling equipment will be paid by ONLI.
I. Onli guarantees that connectivity to a facility with interconnection to other network carriers
will be available, as specified in Exhibit D, so that Customer will be able to interconnect its
equipment at the Customer Environment to other network carriers.
V. INSURANCE.
Customer agrees to maintain, at its expense, during the entire time this Agreement is in effect at
least the following insurance (i) Comprehensive General Liability Insurance in an amount not
less than One Million Dollars ($1,000,000.00) per occurrence for bodily injury or property
damage, (ii) Employers Liability in an amount not less than Five Hundred Thousand Dollars
($500,000.00) per occurrence, and (iii) Workers’ Compensation in an amount not less than that
prescribed by statutory limits. Upon request subsequent to the Effective Date, Customer shall
furnish Onli with certificates of insurance and evidence of property which evidence the
minimum levels of insurance set forth herein and which name Onli as an additional insured.
VI. DEFAULT.
A. Upon the occurrence of a material breach by Customer of any provision hereunder, which is
not remedied within thirty (30) days after Onli provides Customer written notice thereof, Onli
reserves the right, in addition to any other remedies which may be available to it, to terminate
this Agreement and the services provided to Customer hereunder. In addition, upon the
occurrence of any uncured material breach hereunder by Customer, the remaining unpaid
balance of the amortized installation charges specified in Exhibit A and thirty-five percent (35%)
of the cumulative total of the balance of all monthly payments (at the levels existing at the time
of Customer’s uncured breach) remaining on this Agreement shall immediately become due and
payable. Notice of monetary default may be sent in any written form allowed pursuant to Section
XII. Collection of the amounts specified in this section shall constitute ONLI’s sole and
exclusive remedy for Customer’s uncured breach of this Agreement, and Onli agrees that it will
not seek any additional damages arising from Customer’s uncured breach of this Agreement.
Payment of the above amounts by Customer shall be contingent upon Onli simultaneously
executing a release of further liability in a form acceptable to Customer.
Subject to the remedies provided for under the SLA which shall be Customer’s sole remedy for
ONLI’s breach of the SLA, upon the occurrence of a material breach by Onli of any provision
hereunder, which is not remedied within thirty (30) days after Customer provides Onli written
notice thereof, Customer reserves the right, in addition to any other remedies which may be
available to it, to terminate this Agreement upon written notice to Onli with no further liability to
Onli other than payment of all amounts due and owing to Onli through the date of such
termination inclusive of any credits that apply to Customer.
B. At any time during the term of this Agreement, Onli may, at ONLI’s sole option, immediately
terminate this Agreement if Customer is not then maintaining the Equipment solely for the
purpose of originating and/or terminating telecommunications transmissions carried over the
Onli backbone, hosting area network, or other network providers or as otherwise set forth in
Section I of this Agreement.
VII. WARRANTIES, REMEDIES AND DISCLAIMERS.
A. Subject to the limitation on liability and the remedies provided for under the SLA, which shall
be Customer sole remedy for Onli breach of the SLA, Onli shall, at ONLI’s own expense, defend
Customer against any and all claims, cost, expenses or liability (including reasonable attorney’s
fees) to the extent arising out of or in connection with the breach of any representations or
warranties set forth in this Agreement, or that the Customer Environment, products, Services, or
the Connections infringe on any third party’s property or ownership rights. Onli shall, at ONLI’s
sole option, either (i) settle any such claim, (ii) secure valid rights for Customer’s continued use
or (iii) furnish equivalent Customer Environment that is not infringing and that can be used to
satisfy the original specifications in ONLI’s determination. Onli shall be relieved of its
obligation to defend, indemnify and hold harmless the indemnified parties from any such claim
solely to the extent that the alleged infringement results from: (a) a modification of the product
or services or Connection by or on behalf of the Customer, but only if such modification was not
made or authorized by ONLI; (b) use of the product or services or Connection by Customer other
than in accordance with the terms of this Agreement; (c ) use of the product or services or
Connections by Customer in combination with any other hardware, software or other materials
that causes the product of services or Connection to be infringing, but only if such combination
was not made or authorized by ONLI. This indemnity and remedy by Onli shall be valid only if
(i) Customer gives Onli prompt written notice upon its receipt of any such claim, (ii) Customer
provides Onli with all pertinent information in Customer’s possession relative to such claim and
(iii) Onli shall have sole control over the settlement or defense of such claim, provided that such
settlement is reasonable.
B. Customer shall defend Onli against any and all claims, cost, expenses or liability (including
reasonable attorney’s fees) to the extent arising out of Customer’s use of the Services, or its
operation of the Equipment within the Customer Environment. This indemnity and remedy by
Customer shall be valid only if (i) Onli gives Customer prompt written notice upon its receipt of
any such claim, (ii) Onli provides Customer with all pertinent information in ONLI’s possession
relative to such claims and (iii) Customer shall have sole control over the settlement or defense
of such claim, provided that such settlement is reasonable.
C. Onli warrants that (i) the data center where the Customer Environment is located is capable of
cooling a heat density of 209 watts per square foot, provided Customer substantially adheres to
the layout in the SOW, as altered from time to time by the mutual agreement of the parties, and
(ii) the Premises and the Customer Environment are and shall remain for the Term fit for use as
an Internet data center. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS
AGREEMENT, THERE ARE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, ORAL
OR WRITTEN, WITH RESPECT TO THE CUSTOMER ENVIRONMENT, PREMISES, OR
SERVICES COVERED OR FURNISHED PURSUANT TO THIS AGREEMENT,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
D. Each Party shall be liable to the other for damage to property and death or injury to persons if
such damage, loss or injury is caused by the negligent or willful acts or omissions of such Party,
or its officers, employees, servants, agents, affiliates or contractors, or by the malfunction of any
Equipment supplied or operated by said Party.
VIII. ASSIGNMENT OR TRANSFER.
A. Neither party may assign this Agreement or any portion hereof without the other party’s prior
written consent, which consent shall not be unreasonably withheld, provided that, either party
may assign this Agreement or a portion thereof (i) in the event of a merger, (ii) a sale of all or
substantially all of its assets; or (iii) to any affiliate. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns. In the event of an assignment by Customer, the assignee shall be of comparable or
better credit standing than Customer, as determined by Onli in its reasonable opinion. In the
event of an assignment by ONLI, the assignee shall be a service provider of comparable or better
quality, as determined by Customer in its reasonable opinion.
B. Notwithstanding anything to the contrary herein, either party may terminate this Agreement
upon six (6) months’ notice to the other party if either party undergoes a merger, is acquired, or
experiences a Change of Control, provided that such notice of termination must to send to the
other party within sixty (60) days of the effective date of the Change of Control or else such right
to terminate shall be deemed waived. Such termination will be without further liability on the
part of either party, except that in the event that Customer terminates pursuant to this Section
VIII.B.,
Customer shall pay Onli an amount equal to the remaining unpaid balance of the amortized
installation charges specified in Exhibit A. A Change of Control shall mean, with respect to a
party, the occurrence of any of the following events: (a) any consolidation or merger of such
party with or into any other entity in which the holders of such party’s outstanding shares
immediately before such consolidation or merger do not, immediately after such consolidation or
merger, retain stock representing a majority of the voting power of the surviving entity or stock
representing a majority of the voting power of an entity that wholly owns, directly or indirectly,
the surviving entity; (b) the sale, transfer or assignment of securities of such party representing a
majority of the voting power of all of such party’s outstanding voting securities to an acquiring
party or group; or (c) the sale of all or substantially all of such party’s assets.
IX. MODIFICATION
This Agreement may be modified only by a written instrument signed by the party against which
the modification is being enforced.
X. PUBLICITY.
Both party shall disclose any of the terms and conditions of this Agreement without the prior
written consent of the other, provided, however, in any of its sales and marketing materials, Onli
may refer to Customer as its customer. Customer shall also be permitted to refer to Onli and
ONLI’s network and network connections in any of Customer’s sales and marketing materials.
For the avoidance of doubt, any press release by either party must be approved in advance by the
other party.
XI. LIMITATION OF LIABILITY.
A. In no event shall ONLI, Onli affiliates, Customer, or any of the parties’ respective officers or
employees, be liable, one to the other, for any loss of profit or revenue or for indirect, incidental,
special, punitive or exemplary damages incurred or suffered by each other, arising from this
Agreement or pertaining to Customer’s use or occupancy of the Customer Environment
including, without limitation, damages arising from interruption of electrical power or HVAC
services.
XII. NOTICES.
Any notice required to be given hereunder shall be in writing and shall be deemed to have been
delivered when deposited in the United States mail (registered or certified mail), return receipt
requested, with adequate postage affixed, or delivered to a national overnight courier service and
addressed to the persons set forth herein.
Onli: ___________
Customer: ________
XIII. FORCE MAJEURE.
Neither party shall be responsible for any failure to perform its obligations under this Agreement,
except for Customer’s obligation to pay for services provided by Onli and received by Customer,
if such failure is caused by war, labor strike, terrorist act, fire, flood, earthquake, act of
government or other events similar events beyond the reasonable control of the other party. If a
Force Majeure event continues for a period of 60 days or longer, either party may terminate this
Agreement upon notice to the other party and without further liability.
XIV. APPLICABLE LAW.
This Agreement is deemed to be entered into in the State of _____and shall not become a binding obligation of Onli until it has been executed by an officer of ONLI. The parties agree that any dispute arising under this Agreement shall be governed by and construed in accordance with the laws of the State of ______.
XV. ENTIRE AGREEMENT.
This Agreement contains the entire agreement of the parties hereto with respect to the matters
covered hereby and supersedes any other prior or simultaneous agreement related to such matter.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above
written.
Signed by the duly authorized representative
of the CUSTOMER
Signature: ………………………………………
Name: ………………………………………….
Designation: …………………………………..
Date: …………………………………………….
Signed by the duly authorized representative
of ONLI
Signature: ………………………………………
Name: ………………………………………….
Designation: …………………………………..
Date:
…………………………………………….
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