Master Service Agreement

This Master Service Agreement is the contract under which we supply wholesale infrastructure. Individual services are ordered under it by way of a service order, and the two documents are read together.

1. Parties and structure

This agreement is between Squid Ventures LLC ("we", "us", "our"), trading as Squid IP Hosting and organized under the laws of the State of Nevada, United States, and the entity identified as the customer on a service order ("you", "your").

The contract between us consists of, in descending order of precedence: each signed service order; this agreement; the Service Level Agreement; the Acceptable Use Policy; and the Refund and Cancellation Policy. Our Terms of Service govern use of our website and do not form part of a service contract.

2. Definitions

• Service means any service described in a service order.
• Service order means a document signed by both parties specifying the services, sites, capacity, charges, and term.
• Commitment means the minimum volume or capacity you agree to pay for during a term, whether or not you use it.
• Burst means usage above your commitment, billed as set out in clause 6.
• Facility means a data center in which a service is delivered.
• Term means the initial period stated in a service order and any renewal period.
• Your equipment means hardware you own or lease that is installed in a facility.

3. Service orders

Each service is ordered under a service order. A service order becomes binding when signed by both parties, or when you begin using the service, whichever is earlier. A quote is not a service order and does not bind either party.

Where a service order is silent on a matter addressed in this agreement, this agreement applies. Where a service order expressly varies this agreement, the service order prevails for that service only.

4. Term and renewal

The initial term is stated in the service order and, unless stated otherwise, is twelve months from the service commencement date. At the end of the initial term the service renews for successive twelve-month periods unless either party gives written notice at least thirty days before the end of the then-current term.

We may adjust renewal pricing by giving at least sixty days' written notice before the renewal date. If you do not accept the adjustment you may decline renewal by giving notice before the term ends, and the service will end on the last day of the current term.

5. Provisioning and acceptance

We will use reasonable endeavors to deliver each service by the target date in the service order. Target dates depend on third parties, including facility operators and carriers, and are not guaranteed unless expressly stated as a firm date.

A service is deemed accepted when we notify you that it is available and you either confirm acceptance or begin passing traffic. If you notify us of a material defect within five business days of that notice, we will remedy it before the service is treated as accepted and before billing begins.

6. Charges and payment

• Charges are stated in the service order in United States dollars and are exclusive of taxes.
• Recurring charges are invoiced monthly. Non-recurring charges, including installation and cross-connects, are invoiced on completion.
• Committed charges are payable in full for each month of the term regardless of usage.
• Burst usage is calculated at the ninety-fifth percentile of five-minute samples across the billing period, and is invoiced in arrears at the rate in the service order.
• Invoices are due thirty days from the date of issue unless the service order states otherwise.
• Overdue amounts may attract interest at one and one-half percent per month or the maximum permitted by law, whichever is lower.
• You must notify us of any disputed amount within fifteen days of the invoice date, with reasons. Undisputed amounts remain payable.
• You are responsible for all taxes other than taxes on our income. Where withholding is required, amounts payable to us are grossed up accordingly.

7. Customer obligations

• Comply with the Acceptable Use Policy and ensure your own customers and users do the same.
• Provide accurate technical and administrative contacts and keep them current.
• Hold all licenses, registrations, and authorizations required for your use of the services.
• Announce only address space you are authorized to originate or transit, and maintain accurate routing registry and RPKI records.
• Secure your own equipment and systems, and respond to abuse reports we forward to you.
• Not resell a service in a way that misrepresents its nature or our role, unless you are a party to our partner agreement.

8. Our obligations

• Provide the services with the reasonable skill and care expected of a competent infrastructure operator.
• Meet the targets in the Service Level Agreement, or pay the credits set out in it.
• Give advance notice of planned maintenance to your technical contacts, in line with the service level agreement.
• Maintain a continuously staffed network operations function for service-affecting incidents.
• Not access your data or traffic except as necessary to deliver or protect the services, or as required by law.

9. Suspension

We may suspend a service, in whole or in part, where: an amount is more than fifteen days overdue and remains unpaid after written reminder; use of the service breaches the Acceptable Use Policy; the service is causing or is likely to cause material harm to our network or to a third party; or we are required to suspend by law or by a facility operator.

Except where immediate action is necessary to protect the network or to comply with law, we will give you notice and a reasonable opportunity to remedy the cause before suspending. Suspension does not relieve you of the obligation to pay charges for the suspended service unless the suspension resulted from our breach.

10. Termination

Either party may terminate a service order:

• at the end of a term, by giving at least thirty days' written notice;
• immediately, if the other party commits a material breach and fails to remedy it within thirty days of written notice; or
• immediately, if the other party becomes insolvent, enters administration or liquidation, or ceases to carry on business.

If you terminate a service order inside a minimum term for a reason other than our material breach, the remaining committed charges for that term become immediately due. This reflects the capacity and third-party commitments we make in order to deliver the service, and is a genuine estimate of our loss rather than a penalty.

On termination you must remove your equipment from any facility within fifteen days. We may charge for continued occupation after that period, and may remove and store equipment at your cost if it is not collected.

11. Liability

Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.

Subject to that, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of or corruption of data, or any indirect or consequential loss, however arising.

Subject to the two paragraphs above, each party's total liability arising in any twelve-month period is limited to the charges paid or payable by you for the affected service in the twelve months preceding the event giving rise to the claim.

Service credits under the Service Level Agreement are your sole and exclusive remedy for failure to meet a service level target.

12. Confidentiality

Each party will keep confidential the other's non-public commercial and technical information, use it only for the purposes of the contract, and disclose it only to those of its personnel and advisers who need it and who are bound by equivalent obligations. These obligations continue for three years after the contract ends and do not apply to information that is public, independently developed, or required to be disclosed by law.

13. Data protection

Where we process personal data on your behalf, we do so as processor on your instructions, and a data processing agreement is available on request and incorporated by reference where applicable. Our own processing of personal data is described in our Privacy Policy. Details of the technical and organizational measures we apply are set out on our security and compliance page.

14. Force majeure

Neither party is liable for failure to perform caused by an event beyond its reasonable control, including natural disaster, war, civil disturbance, epidemic, industrial action affecting a third party, failure of a public telecommunications network, or an act of government. The affected party must notify the other promptly and use reasonable endeavors to mitigate. If the event continues for more than sixty days, either party may terminate the affected service order without liability.

15. General

• Assignment. Neither party may assign the contract without the other's written consent, except to a successor of substantially the whole of its business.
• Subcontracting. We may subcontract delivery, but remain responsible for performance.
• Notices. Notices must be in writing and sent to the addresses in the service order, or to [email protected] for notices to us.
• Entire agreement. The contract supersedes all prior discussions and representations on its subject matter.
• Variation. Variations must be in writing and signed by both parties.
• Severability. If a provision is unenforceable, the remainder continues in effect.
• No partnership. Nothing creates a partnership, agency, or employment relationship.
• Publicity. Neither party may use the other's name or marks in publicity without prior written consent.
• Third parties. No one other than the parties has any right to enforce the contract.

16. Governing law

The contract is governed by the laws of the State of Nevada, United States, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute by escalation to a senior representative of each side for a period of thirty days.

Contacting us about this document

Questions about this document should go to [email protected]. Written notice under it may be sent to that address or by post to:

Squid Ventures LLC
3960 Howard Hughes Parkway Paradise, #500
Las Vegas, NV 89169
United States