<PAGE> 1
EXHIBIT 10.23
Contract # 00003367
DIGEX
SERVER ORDER FORM
CONTRACT DATE: 03/13/00 SALES REP: Aaron Bueno E-LINK PARTNER:
(if applicable)------
TYPE: New Server
<TABLE>
<CAPTION>
CUSTOMER INFORMATION: CUSTOMER CONTACT:
<S> <C>
Company
Name: RNETHealth.com, Inc. Name: Jay Handline
Site: RNETHealth.com, Inc. Phone: 904.827.1279
1411 Fifth Street Fax:
Suite 200 ---------------------------
Santa Monica, CA 90401 E-Mail:
-------------------------
BILLING CONTACT: (if different than Customer Contact) TECHNICAL CONTACT:
Name: Name: Robert Headrick
----------------------------------
Phone: Phone: 973.605.8100 X145
---------------------------------
Fax: Fax:
----------------------------------- ---------------------------
E-Mail: E-Mail: [email protected]
--------------------------------
</TABLE>
UPGRADE AUTHORITY: (Check contacts with authority to upgrade contract)
[ ] Customer Contact [ ] Billing Contact [ ] Technical Contact
[ ] Other (See Special Instructions)
TOTAL CHARGES SUMMARY:
(see attached detailed products and services descriptions)
<TABLE>
<S> <C> <C>
INITIAL FEE: One-time fee after installation is complete. INITIAL FEE: $7,541.00
BETA PERIOD BETA PERIOD
MONTHLY RECURRING Term: MONTHLY RECURRING:
MONTHLY RECURRING: Term: 24 STANDARD
MONTHLY RECURRING: $5,151.00
TOTAL INITIAL TERM: 24 BETA PERIOD SAVINGS: _______
</TABLE>
RNETHealth.com, Inc. hereby orders from DIGEX, Incorporated, a Delaware
Corporation ("DIGEX"), the Products and Services described above for the term
specified in this Server Order Form and Contract. This Server Order Form and
Contract is valid when accepted by an authorized representative of DIGEX. The
term begins on the date DIGEX provides access codes to RNETHealth.com, Inc.
("Operational Date"). This Server Order Form and Contract is subject to the
Forms & Conditions and Acceptable Use Policy attached hereto.
The primary contact __ is __ is not authorized to approve the use of
RNETHealth.com, Inc. in Digex marketing materials. The authorized party's name
(if different) is _____________ and their phone number is _____________.
RNETHEALTH.COM, INC. HAS READ AND AGREES TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS SERVER ORDER FORM AND CONTRACT, CUSTOMER AND DIGEX AGREES
THAT THE TERMS AND CONDITIONS OF THIS SERVER ORDER FORM AND CONTRACT REPLACE
PROVISIONS OF ANY CUSTOMER DRAFTED PURCHASE ORDER AND SUPERSEDE ALL PROPOSALS,
WRITTEN OR ORAL, AS WELL AS OTHER COMMUNICATIONS BETWEEN RNETHEALTH.COM, INC.
AND DIGEX RELATING TO THIS ORDER.
[X] RNETHealth.com Inc. confirms that they have read and understand the "DIGEX,
Inc. Acceptable Use Policy".
[X] Customer confirms that non-standard support services will be billed to
RNETHealth.com, Inc. account at the rate of $150/hour with a minimum of 1/2
hour (subject to engineer availability).
<TABLE>
<S> <C>
ACCEPTED BY RNETHEALTH COM, INC.: ACCEPTED BY DIGEX:
/s/ WILLIAM MOSES /s/ JOHN [ILLEGIBLE]
--------------------------------- -------------------------------
SIGNATURE SIGNATURE
William Moses 3-13-00 John [ILLEGIBLE] 3/14/00
--------------------------------- -------------------------------
NAME DATE NAME DATE
CEO Sales Manager Southern Region
--------------------------------- -------------------------------
TITLE TITLE
</TABLE>
<PAGE> 2
Contract # 00003367
PRODUCTS & SERVICES DETAILED DESCRIPTIONS
CUSTOMER SERVER NAME: 8 Bandwidth (Shared Schedule) FACILITY:
------------------------------- -----------------
CONFIGURATION TYPE: None (Standard) BUILD TIME:
-------------------------------- ---------------
DOMAIN INFORMATION:
STATUS: New REQUESTED DOMAIN NAME:
--------------------------
1st Choice:
--------------------
2nd Choice:
--------------------
3rd Choice:
--------------------
SPECIAL DOMAIN INSTRUCTIONS
(Including special primary and
secondary requests):
SERVER CONFIGURATION
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Initial Recurring
Product Model: Cross-Platform QTY Fees Charges
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NETWORK CIR 0.25/AIR 1 X[Illegible] Burstable Bandwidth 1 $270.00 $450.00
-----------------------------------------------------------------------------------------------------
SUB-TOTAL: $270.00 $450.00
-------------------------------
-----------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:
</TABLE>
<PAGE> 3
Contract # 00003367
<TABLE>
<CAPTION>
PRODUCTS & SERVICES DETAILED DESCRIPTIONS
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CUSTOMER SERVER NAME: DB Server FACILITY:
------------------------------- --------------------------------
CONFIGURATION TYPE: None (Standard) BUILD TIME:
------------------------------- --------------------------------
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
DOMAIN INFORMATION:
-----------------------------------------------------------------------------------------------------------------------
<S> <C>
STATUS: New REQUESTED DOMAIN NAME:
----------------------------- 1st Choice:
-----------------------------
2nd Choice:
-----------------------------
3rd Choice:
-----------------------------
SPECIAL DOMAIN INSTRUCTIONS
(including special primary and
secondary requests):
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
SERVER CONFIGURATION
-----------------------------------------------------------------------------------------------------------------------
Initial Recurring
Product Model: NT QTY Fees Charges
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SERVER Compaq ProLiant 1850R - 128MB RAM, 1x500MHz Pentium
III Processor w/512K cache, 4x1 inch Hot Plug Drive Cage and
2x1 Hot Plug Drive Cage 1 $ 475.00 $ 260.00
-----------------------------------------------------------------------------------------------------------------------
HARDWARE RAM-128 for Compaq ProLiant 1850R 1 $ 35.00 $ 15.00
-----------------------------------------------------------------------------------------------------------------------
RAM-256MB for Compaq ProLiant 1850R 1 $ 65.00 $ 30.00
-----------------------------------------------------------------------------------------------------------------------
RAID1 Solution, 2x9.1GB (10,000 RPM) LVD drives, Compaq
ProLiant 1850R, hardware mirroring, includes 3200 controller
and backup plan 1 $ 460.00 $ 260.00
-----------------------------------------------------------------------------------------------------------------------
RAID5 Solution, 3x9.1GB (10,000 RPM) LVD drives, Compaq
ProLiant 1850R, hardware mirroring, includes 3200 controller
and backup plan 1 $ 580.00 $ 340.00
-----------------------------------------------------------------------------------------------------------------------
SOFTWARE Microsoft NT Standard Build version 4.4 with Microsoft
Windows NT Server 4.0 with Service Pack 4, Microsoft IIS 4.0,
WebTrends Enterprise Reporting Server for NT 1 $ 305.00 $ 140.00
-----------------------------------------------------------------------------------------------------------------------
Symantec PCAnywhere 8.0 Server 1 $ 25.00 $ 10.00
-----------------------------------------------------------------------------------------------------------------------
Microsoft SQL Server 7.0 for 1-4 CPUs 1 $ 420.00 $ 420.00
-----------------------------------------------------------------------------------------------------------------------
OPTIONS NT Administrator Privileges 1 $ 500.00 $ 100.00
-----------------------------------------------------------------------------------------------------------------------
SUPPORT Managed Service-Platinum 1 $1,378.00 $1,033.00
-----------------------------------------------------------------------------------------------------------------------
SUB-TOTAL: $4,243.00 $2,608.00
----------------------
-----------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
Contract # 00003367
PRODUCTS & SERVICES DETAILED DESCRIPTIONS
<TABLE>
<S> <C>
CUSTOMER SERVER NAME: Web Server FACILITY:
----------------------- ----------------------
CONFIGURATION TYPE: None (Standard) BUILD TIME:
----------------------- ---------------------
DOMAIN INFORMATION:
STATUS: New REQUESTED DOMAIN NAME:
-----------------------
1st Choice:
----------------------
2nd Choice:
----------------------
3rd Choice:
----------------------
SPECIAL DOMAIN INSTRUCTIONS
(including special primary and
secondary requests):
</TABLE>
<TABLE>
<CAPTION>
SERVER CONFIGURATION
-------------------------------------------------------------------------------------------------------------------
Initial Recruiting
Product Model: NT QTY Fees Charges
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SERVER Compaq ProLiant 1850R - 128MB RAM, 1x500MHz Pentium
III Processor w/512K cache, 4x1 inch Hot Plug Drive Cage and
2x1 Hot Plug Drive Cage 1 $ 475.00 $ 260.00
-------------------------------------------------------------------------------------------------------------------
HARDWARE RAM-128MB for Compaq ProLiant 1850R 1 $ 35.00 $ 15.00
-------------------------------------------------------------------------------------------------------------------
RAM-256MB for Compaq ProLiant 1850R 1 $ 65.00 $ 30.00
-------------------------------------------------------------------------------------------------------------------
Processor-Pentium III 500MHz for Compaq ProLiant 1850R
w/512K cache 1 $ 75.00 $ 35.00
-------------------------------------------------------------------------------------------------------------------
RAID1 Solution, 2x9.1GB (10,000 RPM) LVD drives, Compaq
ProLiant 1850R, hardware mirroring, includes 3200 controller
and backup plan 1 $ 460.00 $ 260.00
-------------------------------------------------------------------------------------------------------------------
SOFTWARE Microsoft NT Standard Build version 4.4 with Microsoft
Windows NT Server 4.0 with Service Pack 4, Microsoft IIS 4.0.
WebTrends Enterprise Reporting Server for NT 1 $ 305.00 $ 140.00
-------------------------------------------------------------------------------------------------------------------
Microsoft Site Server 3.0 1 $ 210.00 $ 210.00
-------------------------------------------------------------------------------------------------------------------
Symantec PCAnywhere 8.0 Server 1 $ 25.00 $ 10.00
-------------------------------------------------------------------------------------------------------------------
OPTIONS NT Administrator Privileges 1 $ 500.00 $ 100.00
-------------------------------------------------------------------------------------------------------------------
SUPPORT Managed Service-Platinum 1 $1,378.00 $1,033.00
-------------------------------------------------------------------------------------------------------------------
2nd PLATINUM INSTALLATION DISCOUNT: $ (500.00) $ 0.00
-----------------------------
SUB-TOTAL: $3,028.00 $2,093.00
-----------------------------
-------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 5
Contract # 00003367
[DIGEX LOGO] SERVER ORDER FORM
--------------------------------------------------------------------------------
CONTRACT DATE: 03/20/00 SALES REP: Aaron Bueno E-LINK PARTNER:
------------ ------------- (if applicable) ---------
Type: New Server
------------
<TABLE>
<CAPTION>
<S> <C>
=================================================================================================================
CUSTOMER INFORMATION: CUSTOMER CONTACT:
Company
Name: RNETHealth.com, Inc. Name: Jay Handline
------------------------------------ -----------------------------------------
Site: RNETHealth.com, Inc. Phone: 904.827.1279
------------------------------------ -----------------------------------------
1411 Fifth Street Fax:
------------------------------------ -----------------------------------------
Suite 200 E-Mail:
------------------------------------ -----------------------------------------
Santa Monica, CA 90401
------------------------------------ -----------------------------------------
BILLING CONTACT: (if different than Customer Contact) TECHNICAL CONTACT:
Name: Name: Robert Headrick
------------------------------------------ -----------------------------------------
Phone: Phone: 973.605.8100 x 145
------------------------------------------ -----------------------------------------
Fax: Fax:
------------------------------------------ -----------------------------------------
E-Mail: E-Mail: [email protected]
------------------------------------------ -----------------------------------------
UPGRADE AUTHORITY: (Check contacts with authority to upgrade contract)
[ ] Customer Contact [ ] Billing Contact [ ] Technical Contact [ ] Other (See Special Instructions)
=================================================================================================================
=================================================================================================================
TOTAL CHARGES SUMMARY: (see attached detailed products and services descriptions)
-----------------------------------------------------------------------------------------------------
INITIAL FEE: One-time fee after installation is complete. INITIAL FEE: $7,541.00
BETA PERIOD BETA PERIOD
MONTHLY RECURRING Term: MONTHLY RECURRING:
-----------------------------------------------------------------------------------------------------
STANDARD
MONTHLY RECURRING: Term: 24 MONTHLY RECURRING: $5,151.00
-----------------------------------------------------------------------------------------------------
TOTAL INITIAL TERM: 24 BETA PERIOD SAVINGS:
------ ------
=================================================================================================================
</TABLE>
RNETHealth.com, Inc. hereby orders from DIGEX, Incorporated, a Delaware
Corporation ("DIGEX"), the Products and Services described above for the term
specified in this Server Order Form and Contract. This Server Order Form and
Contract is valid when accepted by an authorized representative of DIGEX. The
term begins on the date DIGEX provides access codes to RNETHealth.com, Inc.
("Operational Date"). This Server Order Form and Contract is subject to the
Terms & Conditions and Acceptable Use Policy attached hereto.
The primary contact ________ is __________ is not authorized to approve the use
of RNETHealth.com, Inc. in Digex marketing materials. The authorized party's
name (if different) is __________ and their phone number is __________.
RENETHEALTH.COM, INC. HAS READ AND AGREES TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS SERVER ORDER FORM AND CONTRACT. CUSTOMER AND DIGEX AGREE
THAT THE TERMS AND CONDITIONS OF THIS SERVER ORDER FORM AND CONTRACT REPLACE
PROVISIONS OF ANY CUSTOMER DRAFTED PURCHASE ORDER AND SUPERSEDE ALL PROPOSALS,
WRITTEN OR ORAL, AS WELL AS OTHER COMMUNICATIONS BETWEEN RNETHEALTH.COM, INC.
AND DIGEX RELATING TO THIS ORDER.
[X] RNETHealth.com, Inc. confirms that they have read and understand the
"DIGEX, Inc. Acceptable Use Policy".
[X] Customer confirms that non-standard support services will be billed to
RNETHealth.com, Inc. account at the rate of $150/hour with a minimum of
1/2 hour (subject to engineer availability).
================================================================================
ACCEPTED BY RNETHEALTH.COM, INC.: ACCEPTED BY DIGEX:
[SIGNATURE ILLEGIBLE]
------------------------------------- --------------------------------------
SIGNATURE SIGNATURE
[SIGNATURE ILLEGIBLE]
------------------------------------- --------------------------------------
NAME DATE NAME DATE
CFO 3/24/00
------------------------------------- --------------------------------------
TITLE TITLE
================================================================================
<PAGE> 6
Contract # 00003367
PRODUCTS & SERVICES DETAILED DESCRIPTIONS
================================================================================
CUSTOMER SERVER NAME: Bandwidth (Shared Schedule) FACILITY: _________________
CONFIGURATION TYPE: None (Standard) BUILD TIME: _______________
--------------------------------------------------------------------------------
DOMAIN INFORMATION:
--------------------------------------------------------------------------------
STATUS: ______________ New ______________ REQUESTED DOMAIN NAME:
1st Choice: ____________________
2nd Choice: ____________________
3rd Choice: ____________________
SPECIAL DOMAIN INSTRUCTIONS
(Including special primary and
secondary requests):
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SERVER CONFIGURATION
--------------------------------------------------------------------------------
Initial Recurring
Product Model: Cross-Platform QTY Fees Charges
--------------------------------------------------------------------------------
NETWORK CIR 0.25/AIR 1 Xedia Burstable 1 $270.00 $450.00
Bandwidth
--------------------------------------------------------------------------------
SUB-TOTAL: $270.00 $450.00
--------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:
================================================================================
<PAGE> 7
Contract # 00003367
<TABLE>
<CAPTION>
PRODUCTS & SERVICES DETAILED DESCRIPTIONS
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CUSTOMER SERVER NAME: DB Server FACILITY:
------------------------------- --------------------------------
CONFIGURATION TYPE: None (Standard) BUILD TIME:
------------------------------- --------------------------------
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
DOMAIN INFORMATION:
-----------------------------------------------------------------------------------------------------------------------
<S> <C>
STATUS: New REQUESTED DOMAIN NAME:
----------------------------- 1st Choice:
-----------------------------
2nd Choice:
-----------------------------
3rd Choice:
-----------------------------
SPECIAL DOMAIN INSTRUCTIONS
(including special primary and
secondary requests):
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
SERVER CONFIGURATION
-----------------------------------------------------------------------------------------------------------------------
Initial Recurring
Product Model: NT QTY Fees Charges
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SERVER Compaq ProLiant 1850R - 128MB RAM, 1x500MHz Pentium
III Processor w/512K cache, 4x1 inch Hot Plug Drive Cage and
2x1 Hot Plug Drive Cage 1 $ 475.00 $ 260.00
-----------------------------------------------------------------------------------------------------------------------
HARDWARE RAM-128 for Compaq ProLiant 1850R 1 $ 35.00 $ 15.00
-----------------------------------------------------------------------------------------------------------------------
RAM-256MB for Compaq ProLiant 1850R 1 $ 65.00 $ 30.00
-----------------------------------------------------------------------------------------------------------------------
RAID1 Solution, 2x9.1GB (10,000 RPM) LVD drives, Compaq
ProLiant 1850R, hardware mirroring, includes 3200 controller
and backup plan 1 $ 460.00 $ 260.00
-----------------------------------------------------------------------------------------------------------------------
RAID5 Solution, 3x9.1GB (10,000 RPM) LVD drives, Compaq
ProLiant 1850R, hardware mirroring, includes 3200 controller
and backup plan 1 $ 580.00 $ 340.00
-----------------------------------------------------------------------------------------------------------------------
SOFTWARE Microsoft NT Standard Build version 4.4 with Microsoft
Windows NT Server 4.0 with Service Pack 4, Microsoft IIS 4.0,
WebTrends Enterprise Reporting Server for NT 1 $ 305.00 $ 140.00
-----------------------------------------------------------------------------------------------------------------------
Symantec PCAnywhere 8.0 Server 1 $ 25.00 $ 10.00
-----------------------------------------------------------------------------------------------------------------------
Microsoft SQL Server 7.0 for 1-4 CPUs 1 $ 420.00 $ 420.00
-----------------------------------------------------------------------------------------------------------------------
OPTIONS NT Administrator Privileges 1 $ 500.00 $ 100.00
-----------------------------------------------------------------------------------------------------------------------
SUPPORT Managed Service-Platinum 1 $1,378.00 $1,033.00
-----------------------------------------------------------------------------------------------------------------------
SUB-TOTAL: $4,243.00 $2,608.00
----------------------
-----------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 8
Contract # 00003367
PRODUCTS & SERVICES DETAILED DESCRIPTIONS
<TABLE>
<S> <C>
CUSTOMER SERVER NAME: Web Server FACILITY:
----------------------- ----------------------
CONFIGURATION TYPE: None (Standard) BUILD TIME:
----------------------- ---------------------
DOMAIN INFORMATION:
STATUS: New REQUESTED DOMAIN NAME:
-----------------------
1st Choice:
----------------------
2nd Choice:
----------------------
3rd Choice:
----------------------
SPECIAL DOMAIN INSTRUCTIONS
(including special primary and
secondary requests):
</TABLE>
<TABLE>
<CAPTION>
SERVER CONFIGURATION
-------------------------------------------------------------------------------------------------------------------
Initial Recruiting
Product Model: NT QTY Fees Charges
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SERVER Compaq ProLiant 1850R - 128MB RAM, 1x500MHz Pentium
III Processor w/512K cache, 4x1 inch Hot Plug Drive Cage and
2x1 Hot Plug Drive Cage 1 $ 475.00 $ 260.00
-------------------------------------------------------------------------------------------------------------------
HARDWARE RAM-128MB for Compaq ProLiant 1850R 1 $ 35.00 $ 15.00
-------------------------------------------------------------------------------------------------------------------
RAM-256MB for Compaq ProLiant 1850R 1 $ 65.00 $ 30.00
-------------------------------------------------------------------------------------------------------------------
Processor-Pentium III 500MHz for Compaq ProLiant 1850R
w/512K cache 1 $ 75.00 $ 35.00
-------------------------------------------------------------------------------------------------------------------
RAID1 Solution, 2x9.1GB (10,000 RPM) LVD drives, Compaq
ProLiant 1850R, hardware mirroring, includes 3200 controller
and backup plan 1 $ 460.00 $ 260.00
-------------------------------------------------------------------------------------------------------------------
SOFTWARE Microsoft NT Standard Build version 4.4 with Microsoft
Windows NT Server 4.0 with Service Pack 4, Microsoft IIS 4.0.
WebTrends Enterprise Reporting Server for NT 1 $ 305.00 $ 140.00
-------------------------------------------------------------------------------------------------------------------
Microsoft Site Server 3.0 1 $ 210.00 $ 210.00
-------------------------------------------------------------------------------------------------------------------
Symantec PCAnywhere 8.0 Server 1 $ 25.00 $ 10.00
-------------------------------------------------------------------------------------------------------------------
OPTIONS NT Administrator Privileges 1 $ 500.00 $ 100.00
-------------------------------------------------------------------------------------------------------------------
SUPPORT Managed Service-Platinum 1 $1,378.00 $1,033.00
-------------------------------------------------------------------------------------------------------------------
2nd PLATINUM INSTALLATION DISCOUNT: $ (500.00) $ 0.00
-----------------------------
SUB-TOTAL: $3,028.00 $2,093.00
-----------------------------
-------------------------------------------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:
-------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 9
TERMS AND CONDITIONS
The following terms and conditions (these "Terms") govern the provision by
DIGEX, Inc. ("Company") of the services and/or products (referred collectively
herein as "Services and Products") described on the Server Order Form and
Contract attached hereto ("Order Form") and defined in Company's product support
listing, to the customer ("Customer") identified on the Order Form. The Order
Form, these Terms and the attachments hereto, which are identified on the Order
Form, executed with respect to the Services and Products are referred to herein,
collectively, as this "Agreement."
1. OBLIGATIONS OF COMPANY. Company shall install within ten business days
after execution by Company of the Order Form, unless otherwise specified in
the Order Form, and maintain the Services and Products which are designated
in the Order Form (as such may be supplemented pursuant to Section 5,
below). Company will use its best efforts to assure that Customer's
Internet server will be available 24 hours a day, seven days a week. If the
Customer's Internet server is unavailable for more than a total of 4 hours
in any week, other than as a result of the maintenance activities described
in Section 4, below, fees for that week will be waived and the applicable
monthly invoice will be adjusted accordingly. For the purposes of this
Agreement, a week shall be considered to run from Sunday to Saturday.
Customer's Internet server shall be deemed to be not available for purposes
of this Section 1 if Company's standard hardware, software, or operating
system is functioning in a manner that prevents http, ftp, or mail access
to the Internet server ("Unavailability"). For purposes of this Section 1.
Unavailability shall not be deemed to occur hereunder as a result of
Customer action or inaction, including, but not limited to, Customer
utilization of Customer owned, non-standard, or unsupported hardware and/or
software installed by the Customer or Company at the Customer's request.
2. OBLIGATIONS OF CUSTOMER. Customer shall comply with all of the terms of
this Agreement, including, but not limited to, the Acceptable Use Policy
attached hereto as Attachment A (the "Use Policy"), as the Use Policy may
be modified from time to time. Upon notice from Company, Customer promptly
shall eliminate any hazard, interference or service obstruction that any
hardware or software used by Customer, whether or not provided by Company
("Customer Materials"), is causing, or is likely to cause. If Customer
requests Company to assist it in removing any hazards, interference or
service obstruction that Customer Materials are causing or are likely to
cause, Company may, but is not required to, assist in such removal. The
charges for Company's services in connection with such assistance shall be
at rates determined by Company at the time such services are requested and
payment with respect thereto shall be made in accordance with Section 3,
below. In the event that the primary function(s) of Customer's web site is
impaired during non-business hours or holidays, and Company has been unable
to successfully locate and/or contact an authorized representative of
Customer, Company may take reasonable steps to restore the functionality of
Customer's web site without prior Customer approval. ANY NECESSARY WORK
THAT IS PERFORMED BY COMPANY TO RESTORE FUNCTIONALITY THAT WAS IMPAIRED BY
CUSTOMER DESIGN FLAWS OR ERRORS ARE BILLABLE TO CUSTOMER. CUSTOMER
UNDERSTANDS THAT CUSTOMER SHALL PAY TO COMPANY A BILLABLE RATE FOR TIME AND
MATERIALS, AS INDICATED ON THE ORDER FORM UNDER TIME AND EXPENSE ORDER.
THESE CHARGES ARE IN EXCESS OF THE MONTHLY RECURRING CHARGES.
3. PAYMENT
3.1. Generally. Charges for the Services and Products (including the
charges described in the balance of this Section 3.1, the "Charges")
are set forth on the Order Form. Charges shall commence to accrue on
the date that Company provides access codes to Customer ("Operational
Date"). All payments for Charges shall be made in U.S. Dollars.
Customer may pre-pay the Charges for the entire term of this Agreement
or may pay the Charges on a monthly basis. Charges shall be invoiced
to Customer in advance at the beginning of the month. Any additional
charges, including, but not limited to, any early cancellation
charges, accrued interest, late fees and any usage-based charge,
including, but not limited to, charges for network access to the
Internet, shall be invoiced in arrears and shall appear on the monthly
invoices for Services and Products or separate invoices. In all cases,
payments for Charges are due upon receipt by Customer of the invoices
for such Charges. In addition to any other remedies that may be
available to Company under this Agreement (including, but not limited
to, in connection with the termination of this Agreement pursuant to
Section 6 below) or applicable law, Charges that are not paid in full
thirty (30) days after receipt by Customer of the invoice therefore (a
"Payment Default") will be subject to interest charges of the lesser
of one and one-half percent (1.5%) per month or portion thereof and
the highest amount permitted by law, which interest shall accrue
daily. Customer shall be liable for all amounts owed to Company
pursuant to this Agreement, irrespective of the termination of this
Agreement. Customer also shall pay to Company all expenses incurred by
Company in exercising any of its rights under this Agreement or
applicable law with respect to the collection of a Payment Default,
including, but not limited to, reasonable attorneys' fees and the fees
of any collection agency retained by Company.
3.2. Taxes. Customer shall be liable for, and shall reimburse Company and
indemnify and hold Company harmless from all local, state, federal and
non-United States taxes or similar assessments or charges (including
any interest and penalties imposed thereon), other than taxes based on
the net income of Company, arising out of, or relating to this
Agreement or the sale of the Services and Products hereunder.
3.3. Pass Through Items and Other Expenses. Company will have the right at
any time during any term of this Agreement to pass through and invoice
to Customer any new or increased fees, assessments, taxes or other
charges imposed on or required to be collected by Company by any
governmental agency or any new or increased charges by any carrier
that affect Company's costs in providing Services and Products to
Customer. Customer also will be responsible for paying any sales,
license and use taxes, fees, or assessments levied by any local, state
or federal government or governmental agency with respect to the
provision of Services and Products under this Agreement. Customer will
pay and be solely responsible for all taxes, fees and charges levied
directly upon it.
4. MAINTENANCE. Company designates time periods ("Scheduled Maintenance
Windows") during which it may limit or suspend the availability of the
hardware and/or software involved in providing its Services and Products
(an "Outage") to perform necessary maintenance or upgrades. Scheduled
Maintenance Windows currently are each Tuesday and Friday between the hours
of 4 am and 8 am and the third Saturday of each month between the hours of
4 am and 12 noon, Eastern Standard Time and Pacific Standard Time. If
planned maintenance has the possibility of making the server or servers, as
the case may be, utilized by Customer inaccessible to the Internet during a
Scheduled Maintenance Window, Company will provide not less than
twenty-four (24) hours prior electronic mail or other notice to Customer of
the Scheduled
<PAGE> 10
Maintenance Window during which the Outage is planned. In addition, Company
reserves the right to perform any required maintenance work outside of the
Scheduled Maintenance Window with prior notice to Customer.
5. ADDITIONAL PRODUCTS OR SERVICES. With Company's concurrence, Customer may
orally request service or products ("Additional Item") then offered by
Company in addition to the Services and Products (an "Oral Request"). An
Oral Request may only be made by the individual(s) listed as the authorized
customer upgrade contact on the Order Form. Customer will have five (5)
business days after making the Oral Request to cancel the Additional Item
in writing. As soon as practicable after receiving the Oral Request,
Company will begin the installation process with respect to the Additional
Item. Customer will be charged Company's then current list price for the
Additional Item. If Customer cancels the Oral Request, Customer shall pay
all applicable charges of Company with respect to the installation of the
Additional Item. An Additional Item shall be subject to this Agreement.
6. TERM AND TERMINATION. The initial term of this Agreement shall commence on
the Operational Date and upon expiration shall automatically renew for
successive ninety (90) day terms at the Charges in effect at the
commencement of such terms (which Charges shall have been communicated to
Customer in writing forty-five (45) days prior to the end of the preceding
term) or until written notice of non-renewal by either party is delivered
to the other party at least thirty (30) days prior to the end of the then
current term.
6.1. Termination by Company. In addition to any other rights it may have
under this Agreement or applicable law, Company may, at its option,
immediately terminate this Agreement, upon (i) a Payment Default, (ii)
Customer's failure to comply with any other obligation of Customer
under this Agreement including, but not limited to, its failure to
comply with any of the terms of the Use Policy, (iii) Customer ceasing
to do business in the normal course, becoming or being declared
insolvent or bankrupt, being the subject of any proceeding relating to
liquidation or insolvency which is not dismissed within 90 calendar
days or making an assignment for the benefit of its creditors or (iv)
any attempt by Customer to derive any source code from the Services or
Products. Any such termination may be effected without prior notice to
Customer.
6.2. Termination by Customer. Customer may terminate this Agreement with
respect to all, and not less than all of the Services and Products in
the event of (a) a material breach by Company of its obligations under
this Agreement which breach is not cured within ten (10) business days
after written notice thereof is received by Company, or (b) otherwise
in the first sixty (60) days of the initial term hereof (collectively,
a "Permissible Termination"). In the event of a Permissible
Termination, Customer shall pay (i) installation Charges, (ii) a
pro-rated Charge based on the number of days Company provided Services
and Products prior to the date of termination of this Agreement by
Customer under this Section 6.2, and (iii) if the Services and
Products include software for which Company does not then provide
general customer support, Customer shall pay to Company an amount
equal to Company's cost of such software for the entire term. If
Customer terminates this Agreement other than in a Permissible
Termination, Customer shall pay to Company an amount equal to all
unpaid Charges for the remainder of the then current term of this
Agreement.
6.3. Rights and Obligations on Termination. Upon termination of this
Agreement, Company and Customer shall have no obligations to each
other except as provided in this Agreement. Upon termination of this
Agreement, Customer shall (i) pay all amounts due and owing to
Company, (ii) remove from Company's premises all property owned by
Customer and (iii) return to Company all software, access keys and any
other property provided to Customer by Company under this Agreement.
Any property of Customer not removed from Company's premises within
ten (10) days after such termination shall become the property of
Company, which may, among other things, dispose of such property
without the payment of any compensation to Customer. The rights and
obligations of both parties, which by their nature would continue
beyond the termination of this Agreement (including, without
limitation, those relating to confidentiality, payment of Charges,
limitations of liability and indemnification), shall survive such
termination.
7. PROPRIETARY RIGHTS. Company hereby grants Customer a non-exclusive,
non-transferable license to use the Services and Products provided
hereunder during the term of this Agreement. All rights with respect to the
Services and Products, including, but not limited to, intellectual property
or similar rights with respect therefore belong exclusively to Company,
whether or not they are embedded in any Service or Product. Notwithstanding
the foregoing, Customer shall not be obligated to make any royalty or other
payments with respect to the Services and Products other than as provided
in this Agreement.
8. PROPRIETARY RIGHTS INDEMNIFICATION.
8.1. By Customer. Customer agrees to indemnify and hold harmless Company,
all individuals or entities controlling, controlled by or under common
control with Company (each, a "Company Affiliate"), and the officers,
directors, attorneys and employees of Company and each Company
Affiliate (a "Section 8 Indemnified Party") against any losses,
claims, damages, liabilities, penalties, actions, proceedings or
judgments (collectively, "Losses") to which a Section 8 Indemnified
Party may become subject related to or arising out of any infringement
or misappropriation or alleged infringement or misappropriation of any
United States copyright, trade secret or other proprietary right
related to any hardware or software utilized by Customer in connection
with any of the Services or Products and will reimburse a Section 8
Indemnified Party for all legal and other expenses, including
reasonable attorneys' fees incurred by such Section 8 Indemnified
Party in connection with investigating, defending or settling any Loss
whether or not in connection with pending or threatened litigation in
which such Indemnified Party is a party.
8.2. By Company. Company agrees to indemnify and hold harmless the Customer
against any Losses to which the Customer may become subject related to
or arising out of infringement or misappropriation of any United
States copyright, trade secret or other proprietary right related to
the equipment and software provided by the Company to the Customer,
and will reimburse the Customer for all legal and other expenses,
including reasonable attorney's fees incurred in connection with
investigating, defending, or settling any such loss, claim, damage,
liability, action or proceeding whether or not in connection with
pending or threatened litigation in which the Customer is a party.
This indemnification does not relate to the Customer's content or
matters that arise from Customer's content or conduct. The provisions
of this Agreement relating to indemnification shall survive
termination of Customer's account. If any such Products and Services,
or any
<PAGE> 11
part thereof, is an infringement or a misappropriation, then Company
will, at no additional charge to the Customer, use commercially
reasonable efforts to either: (i) procure for Customer the right to
continue using such Products and Services or part thereof; or (ii)
replace such Products and Services with non-infringing Products and
Services; or (iii) modify the same so as to make it non-infringing; or
(iv) the Agreement as to the infringing Products and Services will
terminate, and Company shall refund to Customer any and all of the
unused portion of the fees paid for such Products and Services.
9. INDEMNIFICATION. In addition to other indemnification provided herein,
Customer agrees to indemnify and hold harmless Company, each Company
Affiliate and the officers, directors, employees and agents of Company and
each Company Affiliate (each an "Indemnifying Party") against any losses,
claims, damages, liabilities, penalties, actions, proceedings or judgments
(collectively, "Losses") to which an Indemnified Party may become subject
and which Losses arise out of, or relate to this Agreement or Customer's
use of the Services and Products, and will reimburse an Indemnified Party
for all legal and other expenses, including reasonable attorneys' fees
incurred by such Indemnified Party in connection with investigating,
defending or settling any Loss whether or not in connection with pending or
threatened litigation in which such Indemnified Party is a party.
10. LIMITATION ON COMPANY LIABILITY. The parties acknowledge that the
limitations set forth in this Section 10 are integral to the amount of fees
levied in connection with this Agreement, and that, were Company to assume
any further liability other than as set forth herein, such fees would of
necessity be set substantially higher. Company does not monitor or exercise
control over the content of the information transmitted through its
facilities. Use of the Services and Products or any information that may be
obtained therefrom is at Customer's own risk. Company shall have no
responsibility or liability for the accuracy or quality of information
obtained through its Services and Products. Company shall not be deemed to
be in default of any provision of this Agreement or be liable for any
delay, failure of performance or interruption of the provision of action of
any governmental or military authority, (iii) failure caused by
telecommunication or other Internet provider, or (iv) other force or
occurrence beyond its control. The exclusive remedy against Company for any
damages whatsoever to Customer arising out of or related to this Agreement
shall be the refund of the fees paid by Customer to Company with respect to
the then current term of this Agreement. COMPANY SHALL NOT BE LIABLE FOR
(i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY
LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF THE COMPANY'S
SERVICES AND PRODUCTS BY CUSTOMER OR ANY THIRD PARTIES EVEN IF COMPANY HAS
BEEN ADVISED OF THE POSSIBILITY THEREOF, OR (ii) ANY LOSS OF DATA RESULTING
FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS. COMPANY
PROVIDES THE SERVICES AND PRODUCTS AS IS, WITHOUT WARRANTY OF ANY KIND,
WHETHER EXPRESS OR IMPLIED. COMPANY DISCLAIMS ALL IMPLIED WARRANTIES,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER SHALL BE SOLELY RESPONSIBLE
FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND PRODUCTS AND
COMPANY SHALL HAVE NO LIABILITY THEREFORE. The limitations of liability
provided in Section 10 of this Agreement shall inure to the benefit of
Company and all Company Affiliates and to all of the respective officers,
directors, attorneys, employees and agents of Company and such other
entities ("Limited Liability Parties"). The limitations of liability
afforded Company in this Agreement shall apply whether (i) the action in
which recovery is sought is based in contract, tort (including, but not
limited to, negligence or strict liability), statute or otherwise or (ii) a
Limited Liability Party is alleged to be liable jointly with one or more
parties or otherwise.
11. OTHER CUSTOMER ASSURANCES. During any time period when Customer is
provided access to any facilities, hardware or other property owned or
leased by, or otherwise under the control of Company (collectively "Company
Property") pursuant to this Agreement, Customer shall (i) maintain
insurance, with Company as a named payee, covering any damage or
destruction to Company Property (collectively "Damage") and (ii) reimburse
Company for all expenses incurred by Company in replacing or repairing, as
the case may be, any Damage caused by Customer.
11.1. Limited Company Liability. Neither Company nor any of its officers,
directors, employees, and agents shall be liable for any damage or
destruction of equipment or other materials belonging to, leased by,
or otherwise under the control of Customer, whether or not any such
equipment or materials are at any time located in facilities owned or
operated by Company, except where such damage or destruction is a
direct result of the gross negligence, recklessness or willful
misconduct of Company or any of its officers, directors, employees,
and agents.
12. CONFIDENTIALITY.
12.1. Confidentiality. The parties recognize that they will have access to
confidential proprietary information and/or trade secrets of the
other party. Customer specifically acknowledges that the Services and
Products constitute valuable trade secrets of Company. Accordingly,
the parties agree that (i) the provisions of this Agreement, (ii) any
information whatsoever with respect to the Services and Products,
(iii) the course of dealing between Company and Customer hereunder
and (iv) all other non-public information relating to the foregoing,
including but not limited to user information submitted through
Customer's web forms, and the number of such web forms submitted
(collectively, the "Confidential Information") shall be treated by
parties on a confidential basis and shall not be reproduced, reduced
to writing, or disclosed to any employees of the parties (except on a
need to know basis and then only if the employee is subject to an
obligation of confidentiality) or any other person or entity without
the prior written consent of the disclosing party. Upon termination
of this Agreement, any documentation or data reflecting any
Confidential Information shall be promptly returned to the disclosing
party. Disclosure of information pursuant to applicable statutes or
regulations (collectively, "Laws") shall be excepted from this
provision; provided, however, that prior to any disclosure pursuant
to any Laws, the recipient will assert the confidential nature of the
Confidential Information and will cooperate fully with the disclosing
party, at disclosing party's expense, in protecting against any such
disclosure including, but not limited to, obtaining a protective
order or similar order narrowing the scope of such disclosure of the
Confidential Information. In the event such protection is not
obtained, the recipient shall disclose the Confidential Information
only to the extent necessary to comply with the Laws.
12.2. Tampering. The parties agree that they will not attempt to copy or in
any way, alter, re-engineer or otherwise tamper with any of the
<PAGE> 12
Confidential Information.
12.3. Injunctive Relief. The parties acknowledge that violation of the
provisions of Sections 12.1 or 12.2, above, could cause irreparable
harm to the disclosing party not adequately compensable by monetary
damages. In addition to other relief, it is agreed that injunctive
relief shall be available to the disclosing party in the event of
such violations without necessity of posting bond to prevent any
actual or threatened violations of such sections.
13. TRANSFER AND ASSIGNMENT. Neither party may sell, assign or transfer any of
its rights or obligations under this Agreement without the prior written
consent of the other party.
14. USE OF CUSTOMER'S OR COMPANY'S NAME. Company shall be permitted to use
Customer's name in connection with proposals to prospective customers and
otherwise in print or electronic form for marketing or other purposes,
including, but not limited to, use in connection with (i) compliance with
applicable laws or regulations; and (ii) the protection of any rights
relating to Company or its business. Customer may use the name "DIGEX" in
connection with the Services and Products or otherwise only with Company's
prior written consent.
15. NO THIRD PARTY BENEFICIARIES. Except as otherwise specifically provided
herein, this Agreement inures to the benefit of Company and Customer only
and no third party shall enjoy the benefits of this Agreement or shall have
any rights hereunder.
16. NOTICES. Unless otherwise specified herein, any notices or other
communications required or permitted hereunder shall be sufficiently given
if in writing and delivered personally or sent by facsimile transmission,
internationally recognized overnight courier, registered or certified mail
(postage prepaid with return receipt requested), to the address or
facsimile number of Customer as set forth in the Order Form or Company as
set forth below. Such notices or other communications shall be deemed
received (i) on the date delivered, if delivered personally, (ii) on the
date that return confirmation is received, if sent by facsimile, (iii) on
the business day (or, if international, on the second business day) after
being sent by an internationally recognized overnight air courier or (iv)
five days after being sent, if sent by first class registered mail, return
receipt requested.
DIGEX, Inc., One DIGEX Plaza, Beltsville, Maryland 20705, Attention: Vice
President, Client Services, Facsimile Number: (301) 847-5056.
17. SURVIVAL OF CLAIMS. Any claims arising out of or related to this Agreement
must be brought no later than one year after it has accrued.
18. INDEPENDENT CONTRACT STATUS. Nothing in this Agreement or in the course of
dealing between Company and Customer pursuant hereto shall be deemed to
create between Company and Customer (including their respective directors,
officers, employees and agents) a partnership, joint venture, association,
employment relationship or any other relationship other than that of
independent contractors with respect to each other.
19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland, without regard to choice
of law provisions that would cause the application of the law of another
jurisdiction.
20. DISPUTE RESOLUTION.
20.1. Mutual Discussion; Mediation. If a dispute or difference of any kind
whatsoever (a "Dispute") shall arise between Company and Customer in
connection with, relating to or arising out of this Agreement,
including the interpretation, performance, non-performance, or
termination hereof, the parties shall attempt to settle such Dispute
in the first instance by mutual discussions. If such Dispute has not
been resolved within thirty (30) days by mutual discussions, the
parties shall endeavor to settle the Dispute by mediation under the
Mediation Rules of the American Arbitration Association prior to any
recourse to arbitration pursuant to Section 20.2, below.
20.2. Arbitration. If such Dispute cannot be settled within thirty (30)
days after submission to mediation pursuant to Section 20.1, above,
such Dispute shall be settled by an arbitral tribunal (the
"Tribunal") under the Arbitration Rules of the American Arbitration
Association (the "Arbitration Rules"). Each party shall appoint an
arbitrator within thirty (30) days after the expiration of the
aforementioned thirty-day period, which arbitrators shall then
jointly appoint a third arbitrator within thirty (30) days after the
appointment of the second arbitrator, to act as president of the
Tribunal. Arbitrators not so appointed shall be appointed pursuant to
the Arbitration Rules. The costs of the arbitration shall be borne by
the parties as determined by the Tribunal. The award rendered in any
arbitration commenced hereunder shall be final and conclusive and
judgment thereon may be entered in any court having jurisdiction for
its enforcement. Neither party shall (i) appeal to any court from the
decision of the Tribunal or (ii) have any right to commence or
maintain any suit or legal proceeding concerning a Dispute until such
Dispute has been determined in accordance with the arbitration
procedure provided for herein, and then only for enforcement of the
award rendered in such arbitration. All mediation and arbitration
proceedings pursuant to this Agreement shall take place in Prince
George's County, Maryland.
21. HEADINGS. The section and subsection headings have been used in this
Agreement as a matter of convenience only and shall not be used in the
interpretation of any provision of this Agreement.
22. NON-WAIVER, WAIVER AND AMENDMENT. Failure by either Company or Customer to
enforce any of the provisions of this Agreement or any rights with respect
hereto or the failure to exercise any option provided hereunder shall in no
way be considered to be waiver of such provisions, rights or options, or to
in any way affect the validity of this Agreement. No waiver of any rights
under this Agreement, nor any modification or amendment of this Agreement
shall be effective or enforceable unless in writing and signed by both
parties, except as provided by Section 5, above.
23. SEVERABILITY. If one or more of the provisions in this Agreement are found
to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not be
affected.
<PAGE> 13
24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties and supersedes all oral negotiations and prior writings with
respect thereto. When used in this Agreement, the terms "hereof",
"herein" and "hereunder" refer to this Agreement in its entirety,
including any attachments to this Agreement and not to any particular
provisions of this Agreement, unless otherwise indicated.
25. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
USE OF COMPANY SERVICES AND PRODUCTS CONSTITUTES ACCEPTANCE OF
THESE TERMS AND CONDITIONS.
AGREED BY CUSTOMER: AGREED BY COMPANY:
DIGEX, Inc.
_______________________________
BY: ____________________________
BY:____________________________
NAME:___________________________
NAME:__________________________
TITLE:__________________________
TITLE:_________________________
DATE:___________________________
DATE:__________________________
<PAGE> 14
ACCEPTABLE USE POLICY
Sections 3.6,3.7 and 3.8 apply only to Web Site Management Group.
I. INTRODUCTION.
This document sets forth the principles, guidelines and requirements of
the Acceptable Use Policy of Intermedia Communications Inc. and its direct and
indirect wholly-owned subsidiaries, including, but to limited to, Digex,
Incorporated and Shared Technologies Fairchild Telecom, Inc. (collectively and
individually, the "Company") governing the use by the customer ("Customer") of
the Company's services and products ("Services and Products"). The Acceptable
Use Policy has been created to promote the integrity, security, reliability and
privacy of Company's Web Site Management Facility, network, and Customer data
contained within. Company retains the right to modify the Acceptable Use Policy
at any time and any such modification shall be automatically effective as to
all customers when adopted by the Company.
Questions or comments regarding the Acceptable Use Policy should be
forwarded to the Company via:
E-mail: [email protected]
Telephone: 301-847-6200, 1-800-581-8711
2. COMPLIANCE WITH LAW.
Customer shall not post, transmit, re-transmit or store material on
or through any of Services or Products which, in the sole judgment of the
Company (i) is in violation of any local, state, federal or non-United States
law or regulation, (ii) threatening, obscene, indecent, defamatory or that
otherwise could adversely affect any individual, group or entity (collectively,
"Persons") or (iii) violates the rights of any person, including rights
protected by copyright, trade secret, patent or other intellectual property or
similar laws or regulations including, but not limited to, the installation or
distribution of "pirated" or other software products that are not appropriately
licensed for use by Customer. Customer shall be responsible for determining what
laws or regulations are applicable to its use of the Services and Products.
3. PROHIBITED USES OF SERVICES AND PRODUCTS.
In addition to the other requirements of this Acceptable Use Policy,
the Customer may only use the Services and Products in a manner that, in the
Company's sole judgment, is consistent with the purposes of such Services and
Products. If the Customer is unsure of whether any contemplated use or action
is permitted, please contact the Company as provided above. By way of example,
and not limitation, uses described below of the Services and Products are
expressly prohibited.
3.1 General.
3.1.1. Resale Services and Products, without the prior
written consent of the Company.
3.1.2. Deceptive on-line marketing practices.
3.1.3. Violations of the rights of any Person protected by
copyright, trade secret, patent or other
intellectual property or similar laws or
regulations, including, but not limited to, the
installation or distribution of "pirated" or other
software products that are not appropriately
licensed for use by Customer.
3.1.4. Actions that restrict or inhibit any Person,
whether a customer of the Company or otherwise, in
its use or enjoyment of any of the Company's
Services or Products.
3.2. System and Network.
3.2.1. Introduction of malicious programs into the network
or server (e.g., viruses and worms).
3.2.2. Effecting security breaches or disruptions of
Internet communication. Security breaches include,
but are not limited to, accessing data of which the
customer is not an intended recipient or logging
into a server or account that the Customer is not
expressly authorized to access. For purposes of
this Section 3.2.2., "disruption" includes, but is
not limited to, port scans, flood pings, packet
spoofing and forged routing information.
3.2.3. Executing any form of network monitoring which
will intercept data not intended for the Customer's
server.
3.2.4. Circumventing user authentication or security of
any host, network or account.
3.2.5. Interfering with or denying service to any user
other than the Customer's host (for example, denial
of service attack).
3.2.6. Using any program/script/command, or sending
messages of any kind, designed to interfere with,
<PAGE> 15
or to disable, a user's terminal session, via any means, locally
or via the Internet.
3.2.7. Creating an "active" full time connection on a Company-provided
dial-up account for Internet access by using artificial means
involving software, programming or any other method.
3.2.8. Utilizing a Company-provided dial-up account for purposes for
Internet access other than facilitating connectivity to the
Services and Products provided by the Company. This includes
copying or creating files utilizing more than 5MB of disk space
on the dial-up account servers.
3.2.9. Failing to comply with the Company's procedure relating to the
activities of customers on the Company's premises.
3.3. Billing.
3.3.1. Furnishing false or incorrect data on the order form, contract or
online application, including fraudulent use of credit card
numbers.
3.3.2. Attempting to circumvent or alter the processes or procedures to
measure time, bandwidth utilization, or other methods to document
"use" of the Company's Services and Products.
3.4. Mail.
3.4.1. Sending unsolicited mail messages, including the sending of "junk
mail" or other advertising material to individuals who did not
specifically request such material, who were not previous
customers of the Customer or with whom the Customer does not have
an existing business relationship ("E-mail spam").
3.4.2. Harassment, whether through language, frequency or size of
messages.
3.4.3. Unauthorized use, or forging, of mail header information.
3.4.4. Solicitations of mail for any other E-mail address other than
that of the poster's account or service with the intent to harass
or to collect replies.
3.4.5. Creating or forwarding "chain letters" or other "pyramid schemes"
of any type.
3.4.6. Use of unsolicited E-mail originating from within the Company's
network or networks of other Internet Service Providers on behalf
of, or to advertise, any service hosted by the Company, or
connected via the Company's network.
3.5. Usenet Newsgroups.
3.5.1. Posting the same or similar messages to large numbers of Usenet
newsgroup ("Newsgroup spams").
3.5.2. Posting chain letters of any type.
3.5.3. Posting encoded binary files to newsgroups not specifically named
for that purpose.
3.5.4. Cancellation or superseding of posts other than your own.
3.5.5. Forging of header information.
3.5.6. Solicitations of mail for any other E-mail address other than
that of the poster's account or service, with intent to harass or
to collect replies.
3.5.7. Use of unsolicited E-mail originating from within the Company's
network or networks of other Internet Service Providers on behalf
of, or to advertise, any service hosted by the Company, or
connected via the Company's network.
Please note that the following only apply if the Customer uses the relevant
platform and has purchased web site hosting services and/or products.
3.6. Roles Regarding UNIX Managed Server.
3.6.1. Customer may not create/update/delete accounts created and
maintained by the Company. Specifically, the Company account may
not be altered in any manner nor may any account with a UID of
less than 1000 be altered.
3.6.2. Customer may not change the partitioning or mount points of any
drive.
3.6.3. Customer may not create/update/delete any file in the /usr
directory tree.
3.6.4. Customer may not install Microsoft(C) FrontPage Extensions unless
updated on the /usr directory tree.
3.6.5. Customer may not create .rhosts or /etc/.host.equiv files.
3.6.6. Customer may not implement any procedure or process that would
allow one to login as root
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<PAGE> 16
without using the root password. Customer may not
create suid scripts or programs
3.6.7. Customer may not alter the system kernel.
3.6.8. Customer may not alter the /sys or /etc/system
directory trees or any files contained therein.
3.6.9. Customer may not apply operating system and application
patches to software not installed and solely maintained
by the Customer, unless notification is given to the
Company.
3.6.10. Customer may not change the root shell.
3.6.11. Customer may not alter the contents of /.k5login.
3.6.12. Customer may not alter /etc/fstab or /etc/vfstab.
3.6.13. Customer may not share or export file systems. This
includes modifying /etc/exportfs, /etc/dfs/sharetab,
and /etc/netgroup.
3.6.14. Customer may not modify the decode or root alias in the
/etc/aliases file.
3.6.15. Customer may not change the "identity" of the system.
This includes modifying /etc/hosts, /etc/hostname.*,
/etc/defaultrouter, /etc/networks and /etc/ethers.
3.6.16. Customer may not modify the system in any manner that
restricts or alters access to the system by the
Company's employees.
3.6.17. Customer may acquire root privileges after successful
login of a valid non-root userid and using su to gain
access as root.
3.6.18. Customer may create/update/delete all aspects of
Customer created user accounts. This may include
modifying home directory permissions, user passwords,
etc.
3.6.19. Customer may use FTP to create/update/delete files and
directories.
3.6.20. Customer may add to, but may not modify, existing data
in the following configuration files: /etc/aliases,
/etc/group, /etc/rc.local, /etc/sendmail.cf file and
root crontab.
3.6.21. Customer may install software on the server provided
the installation meets all of the criteria detailed
above, and the Company is notified of such
installation.
3.7. Roles Regarding Windows NT Managed Server.
3.7.1. Customer may not create/update/delete accounts created
and maintained by the Company. Specifically, Company
account may not be altered in any manner.
3.7.2. Customer may not install software that does not execute
as a service.
3.7.3. Customer may not install software that does not have a
remote administration capability.
3.7.4. Customer may not install applications that do not run
within a logon account different from that of the
installing user.
3.7.5. Customer may not install applications which must be
restarted when one user logs off and another user logs
on.
3.7.6. Customer may not install applications that do not
execute when an individual is not logged on to the
server.
3.7.7. Customer may not modify the network and system settings
of the server.
3.7.8. Customer may not apply operating system and application
patches to software not installed and solely maintained
by the Customer, unless notification is given to the
Company.
3.7.9. Customer may use FTP to create/update/delete files and
directories.
3.7.10. Customer may create/update/delete all aspects of
Customer created user accounts. This includes modifying
home directory permissions, user passwords, etc.
3.7.11. Customer may start and stop all Windows NT 4.0
Services, including the WWW and FTP services.
3.7.12. Customer may install software on the server provided
the installation meets all of the criteria detailed
above, and the Company is notified of such
installation.
3.8 Abuse of bandwidth during a Web Site Management Beta Period will
result in termination of applicable network discounts and
commencement of billing based upon normal network recurring
charges.
4. ENFORCEMENT.
Company may immediately suspend and/or terminate the Customer's service
for violation of any provision of the Acceptable Use Policy upon verbal or
written notice, which notice may be provided by voicemail or E-mail. However,
the Company attempts to work with the Customer to cure violations of the
Acceptable Use Policy and to ensure that there is no reoccurrence of violations
prior to suspension and/or termination.
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<PAGE> 17
GLOSSARY
o ACCEPTABLE USE POLICY: Guidelines for services and products for Web Hosting
and Internet Connectivity.
o ADDRESS/IP SPOOFING: Inserting forged routing information into network
packet(s) such that the origin of the packet is misreported, which causes
return packets to be misrouted.
o BINARY FILES: A file containing bits or bytes that do not necessarily
represent printable text. The term binary file usually denotes any file
that is not a text file, such as executable machine language code. Special
software is required to print a binary file or view it on the screen.
o BULK E-MAIL: Any group of messages sent via E-mail, with substantially
identical content, to a large number of addresses at once. Many ISPs
specify a threshold for bulk E-mail (e.g., 25 or more recipients within a
24-hour period). Taken by itself, bulk E-mail is not necessarily abuse of
the electronic mail system. For example, there are legitimate mailing
lists, some with hundreds or thousands of willing recipients.
o COMMERCIAL E-MAIL: Any E-mail message sent for the purposes of distributing
information about a for-profit institution, soliciting purchase of products
or services, or soliciting any transfer of funds. It also includes
commercial activities by not-for-profit institutions.
o CRACKS. Distribution of registration codes for software in violation of the
software license, or distribution of any software intended to defeat copy
protection.
o DECEPTIVE ON-LINE MARKETING PRACTICES: Marketing practices that present a
false image of the advertised product (or of the advertiser). One example
of a deceptive on-line marketing practice would be an E-mail that purports
to originate from the recipient's ISP or from a well-known company. Other
examples include fraud, multi-level marketing, or any commercial or
non-commercial activity that is conducted for the purpose of confusing,
misleading or misinforming the E-mail and/or Internet users.
o ELECTRONIC MAIL (E-MAIL) SPAM: Unsolicited E-mail from which a recipient
cannot unsubscribe, or unsolicited E-mail to a recipient who does not have
a previous business or other relationship with the sender.
o FORGED ROUTING INFORMATION: Routing information which is misleading or
incorrect or which would tend to disguise the origin of the routed
material. Usually refers to information that is not generated by any
routing device (such as a mail server), but is inserted by a party using
software which is designed to produce false routing information (headers in
the case of E-mail).
o FTP: File Transfer Protocol. A standard way of transferring files from one
computer to another on the Internet and on other TCP/IP networks. FTP is
also the name of any of various computer programs that implement the file
transfer protocol. Customers can also retrieve files by FTP using a web
browser.
o MMF: Make Money Fast Schemes: Messages that "guarantee immediate,
incredible profits!," including such schemes as chain letters.
o MAILBOMB: Delivery of enough E-mail to an electronic mailbox to overload
the mailbox or potentially overload the system that the mailbox is hosted
on.
o NEWSGROUP SPAMS: A public forum or discussion area on a computer network.
All users of the network can post messages, and every user can read all
messages distributed worldwide by the Usenet system, covering thousands of
topics.
o PACKET SPOOFING: Emitting a network packet with a source address you do not
have permission from the owner to use.
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<PAGE> 18
o PING FLOOD: Intentionally flooding a system's pipeline with ICMP
EchoRequests. This can reduce the bandwidth available for legitimate use
and, if severe enough, can bring a pipe down.
o PIRATED: Any copywritten material, commercial or noncommercial, that is
used, transmitted and/or stored without authorization.
o PYRAMID SCHEMES: A get-rich scheme in which you receive a message
containing a list of names. Recipients are expected to send money to the
first person on the list, cross the first name off, add their name at the
bottom and distribute copies of the message.
o SMURF/FRAGGLE: http://users.quadrunner.com/chuegen/smurf.txt
The "smurf" attack, named after its exploit program, is one of the
most recent types of network-level attacks against hosts. A perpetrator
sends a large amount of ICMP echo (ping) traffic at IP broadcast addresses,
all of which have a spoofed source address of a victim. If the routing
device delivering traffic to those broadcast addresses performs the IP
broadcast to layer-2 broadcast function, most hosts on that IP network will
take the ICMP echo request and reply to it with an echo reply each,
multiplying the traffic by the number of hosts responding. On a
multi-access broadcast network, there could potentially be hundreds of
machines to reply to each packet.
The "smurf" attack's cousin is called "fraggle," which uses UDP echo
packets in the same fashion as the ICMP echo packets. A "fraggle" is a
simple re-write of "smurf."
o SYSTEM KERNEL: The central part of an operating system. In many operating
systems, only the Kernel can access hardware directly. (Also spelled
"kernel.")
o UNSOLICITED E-MAIL: Unsolicited E-mail is any E-mail message received where
the recipient did not specifically ask to receive it. Taken by itself,
unsolicited E-mail does not constitute abuse, and not all unsolicited
E-mail is undesired E-mail. For example, receiving "unsolicited" E-mail
from a long-lost friend or relative is certainly not abuse.
o Unsolicited Bulk E-mail (UBE): E-mail with substantially identical
content sent to many recipients who did not ask to receive it.
o Unsolicited Commercial E-mail (UCE): E-mail containing commercial
information that has been sent to a recipient who did not ask to
receive it.
o WORMS: An automated computer program that probes, breaks into, interferes
with or disrupts service for one or more computers, networks or services.
Similar to a virus, Trojan horse or other disabling device.
-5-
<PAGE> 19
DIGEX
Proprietary Information between DIGEX and Customer
DIGEX WSMG SOLUTIONS
SQL SERVER 7.0 Pre-Installation Questionnaire
Please complete the following SQL 7.0 Pre-Installation Questionnaire. The
information obtained from this document will facilitate the installation
process. Please call Digex for assistance if needed. Digex cannot complete
product installation until this information is received. Please fax the
completed questionnaire along with any other pertinent information to your
sales representative.
Please see the SQL documentation, or contact Site Engineering, if you have any
questions. You can download SQL Books-On-Line from:
http://support.microsoft.com/download/support/mslfiles/sqlbol.exe
INITIAL CONFIGURATION QUESTIONS
1.0 INITIAL CONFIGURATION
Prior to installing SQL 7.0 Windows NT Service Pack 4 (SP4) must be installed.
SP4 has been tested with Digex supported applications. SQL 7.0 installs
Microsoft Data Access Components (MDAC) 2.1, if you have an application that
conflicts with MDAC 2.1 please indicate below. If you have a non-supported
application on your system please indicate below.
1.1 By default DIGEX will install files in c:\mssql7 for a single drive
installation. Another directory c:\mssqldata will be created for your data.
If a RAID configuration has been purchased the program files and data
directory will be created on the RAID array. It is not recommended to change
the default directories, however you may select a different partition. If
so, please specify: ___________________
1.2 By default DIGEX will configure SQL Server 7.0 to dynamically configure
server memory with limits as detailed in the table below:
<TABLE>
<CAPTION>
TOTAL RAM ON THE SERVER MINIMUM MAXIMUM
-------------------------------------------------------
<S> <C> <C>
64 30 40
128 60 100
256 100 216
512 216 464
640 320 580
768 384 688
896 448 816
1024 512 944
</TABLE>
<PAGE> 20
[DIGEX LOGO]
================================================================================
Proprietary Information between DIGEX and Customer
If a different configuration is desired please specify:
Dynamically configure with the following settings
Minimum _______ Maximum ______
OR
Use a fixed memory size (specify): _____________
1.3 By default DIGEX configures SQL to boost SQL priority on Windows NT if the
machine is dedicated to SQL. If the machine is shared use with Internet
Information Server, or other major applications, the default priority is
used.
1.4 By default DIGEX configures the authentication audit level to "failure".
If a different configuration is desired, please specify:
____ Success ____ Failure ____ All
1.5 By default DIGEX configures dumps of Master and MSDB. Please note the
customer should schedule dumps of other databases. If desired, DIGEX will
develop a maintenance plan for customer databases on a Time and Materials
basis. If you would like this service, please contact your Account
Representative for pricing and availability.
1.5.1 By default DIGEX configures Data Optimization to re-organize
data and index pages as well as change free space per page to 10%
weekly on Sunday beginning at 1:00 am. If a different schedule is
desired, please indicate:
1.5.2 By default DIGEX configures the Database Integrity Check to
check database integrity, including indexes, and attempting to
repair any minor problems weekly on Sunday beginning at 12:00
am. The integrity checks are done before backups. If a different
schedule is desired, please indicate:
1.5.3 By default DIGEX configures the Backup Disk Directory to be the
sqlinstalldirectory\backup creating a subdirectory for each
database and removing files older than 4 weeks. If a different
configuration is desired please indicate:
1.5.4 By default DIGEX configures the Transaction Log Backup Plan to
back up the transaction log as part of the maintenance plan. The
integrity of the backup is verified upon completion of the
backup and stores the backups
2
<PAGE> 21
[DIGEX LOGO]
--------------------------------------------------------------------------------
Proprietary Information between DIGEX and Customer
on disk. This process takes place Monday through Friday at 12:00
am. If a different configuration is desired, please indicate:
1.5.5 By default DIGEX configures the Transaction Log Backup to use the
default backup directory and create a subdirectory for each
database. Files older than 4 weeks are removed. If a different
configuration is desired, please indicate.
1.5.6 By default DIGEX configures Report Generation to write reports
to a text file in sqlinstalldirectory\log and deletes files older
than 4 weeks. If a different configuration is desired, please
indicate:
1.5.7 By default DIGEX configures the Maintenance History to be written
to the default tables and limits this table to 1000 rows. If a
different configuration is desired, please indicate:
OPTIONAL COMPONENT QUESTIONS
2.0 ENGLISH QUERY
English Query provides an OLE Automation API that lets users resolve
natural language questions about the information in a Microsoft SQL Server
database.
Given a definition of the entities and relationships associated with a SQL
Server database, English Query translates a natural-language question
about data in the database to a set of SQL SELECT statements that can then
be executed against the SQL Server database to resolve the query.
By default this component is not installed. If selected DIGEX will
install all components of this option.
________ Install component ________ Do not install component
3.0 OLAP SERVICES
Microsoft(R) SQL Server(TM) OLAP Services is an OLAP capability that is a
component of Microsoft SQL Server version 7.0. OLAP Services includes a
middle-tier server that allows users to perform analyses on large volumes
of data.
3
<PAGE> 22
[DIGEX LOGO]
================================================================================
Proprietary Information between DIGEX and Customer
By default this component is not installed. If selected DIGEX will install all
components of this option.
______ Install component ______ Do not install component
Completed:
--------------------------------------------------------------------------------
Signature Print Name Date
4
<PAGE> 23
[DIGEX LOGO]
Proprietary Information between DIGEX and Customer
DIGEX WSMG SOLUTIONS
SQL SERVER 7.0 Pre-Installation Questionnaire
Please complete the following SQL 7.0 Pre-Installation Questionnaire. The
information obtained from this document will facilitate the installation
process. Please call Digex for assistance if needed. Digex cannot complete
product installation until this information is received. Please fax the
completed questionnaire along with any other pertinent information to your
sales representative.
Please see the SQL documentation, or contact Site Engineering, if you have any
questions. You can download SQL Books-On-Line from:
http://support.microsoft.com/download/support/mslfiles/sqlbol.exe
INITIAL CONFIGURATION QUESTIONS
1.0 INITIAL CONFIGURATION
Prior to installing SQL 7.0 Windows NT Service Pack 4 (SP4) must be installed.
SP4 has been tested with Digex supported applications. SQL 7.0 installs
Microsoft Data Access Components (MDAC) 2.1, if you have an application that
conflicts with MDAC 2.1 please indicate below. If you have a non-supported
application on your system please indicate below.
1.1 By default DIGEX will install files in c:\mssq17 for a single drive
installation. Another directory c:\mssq1data will be created for your data.
If a RAID configuration has been purchased the program files and data
directory will be created on the RAID array. It is not recommended to change
the default directories, however you may select a different partition. If
so, please specify: ___________________
1.2 By default DIGEX will configure SQL Server 7.0 to dynamically configure
server memory with limits as detailed in the table below:
<TABLE>
<CAPTION>
TOTAL RAM ON SERVER MINIMUM MAXIMUM
-------------------------------------------------------
<S> <C> <C>
64 30 40
128 60 100
256 100 216
512 216 464
640 320 580
768 384 688
896 448 816
1024 512 944
</TABLE>
<PAGE> 24
[DIGEX LOGO]
Proprietary Information between DIGEX and Customer
If a different configuration is desired please specify:
Dynamically configure with the following settings
Minimum _______ Maximum ______
OR
Use a fixed memory size (specify): _____________
1.3 By default DIGEX configures SQL to boost SQL priority on Windows NT if the
machine is dedicated to SQL. If the machine is shared use with Internet
Information Server, or other major applications, the default priority is
used.
1.4 By default DIGEX configures the authentication audit level to "failure".
If a different configuration is desired, please specify:
____ Success ____ Failure ____ All
1.5 By default DIGEX configures dumps of Master and MSDB. Please note the
customer should schedule dumps of other databases. If desired, DIGEX will
develop a maintenance plan for customer databases on a Time and Materials
basis. If you would like this service, please contact your Account
Representative for pricing and availability.
1.5.1 By default DIGEX configures Data Optimization to re-organize
data and index pages as well as change free space per page to 10%
weekly on Sunday beginning at 1:00 am. If a different schedule is
desired, please indicate:
1.5.2 By default DIGEX configures the Database Integrity Check to
check database integrity, including indexes, and attempting to
repair any minor problems weekly on Sunday beginning at 12:00
am. The integrity checks are done before backups. If a different
schedule is desired, please indicate:
1.5.3 By default DIGEX configures the Backup Disk Directory to be the
sqlinstalldirectory\backup creating a subdirectory for each
database and removing files older than 4 weeks. If a different
configuration is desired please indicate:
1.5.4 By default DIGEX configures the Transaction Log Backup Plan to
back up the transaction log as part of the maintenance plan. The
integrity of the backup is verified upon completion of the
backup and stores the backups
2
<PAGE> 25
[DIGEX LOGO]
--------------------------------------------------------------------------------
Proprietary Information between DIGEX and Customer
on disk. This process takes place Monday through Friday at 12:00
am. If a different configuration is desired, please indicate:
1.5.5 By default DIGEX configures the Transaction Log Backup to use the
default backup directory and create a subdirectory for each
database. Files older than 4 weeks are removed. If a different
configuration is desired, please indicate.
1.5.6 By default DIGEX configures Report Generation to write reports
to a text file in sqlinstalldirectory\log and deletes files older
than 4 weeks. If a different configuration is desired, please
indicate:
1.5.7 By default DIGEX configures the Maintenance History to be written
to the default tables and limits this table to 1000 rows. If a
different configuration is desired, please indicate:
OPTIONAL COMPONENT QUESTIONS
2.0 ENGLISH QUERY
English Query provides an OLE Automation API that lets users resolve
natural language questions about the information in a Microsoft SQL Server
database.
Given a definition of the entities and relationships associated with a SQL
Server database, English Query translates a natural-language question
about data in the database to a set of SQL SELECT statements that can then
be executed against the SQL Server database to revolve the query.
By default of this component is not installed. If selected DIGEX will
install all components of this option.
________ Install component ________ Do not install component
3.0 OLAP SERVICES
Microsoft(R) SQL Server(TM) OLAP Services is an OLAP capability that is a
component of Microsoft SQL Server version 7.0. OLAP Servicers includes a
middle-tier server that allows users to perform analyses on large volumes
of data.
3
<PAGE> 26
[DIGEX LOGO]
================================================================================
Proprietary Information between DIGEX and Customer
By default this component is not installed. If selected DIGEX will install all
components of this option.
______ Install component ______ Do not install component
Completed:
--------------------------------------------------------------------------------
Signature Print Name Date
4
<PAGE> 27
[DIGEX LOGO]
--------------------------------------------------------------------------------
DIGEX PLATINUM SERVICE
WORLD CLASS CUSTOMER CARE
IMPLEMENTATION MANAGEMENT
The Implementation Services team is responsible for the project
management of new solutions and configuration changes, ensuring the
client receives new builds, upgrades, and modifications in a timely and
quality driven manner.
A dedicated implementation Project Manager (PM) is assigned to a client
as soon as the contract has been signed and all paperwork concerning the
server build has been reviewed by the Implementation Team. The
Implementation PM will manage the quality and the timeliness of the
build cycle, ensure that all required installation steps are performed,
and that the solution delivered is functioning properly.
- IMPLEMENTATION PROJECT MANAGER -- The Implementation Project
Manager acts as an internal advocate within Digex to coordinate
your installation. The Project Manager tracks milestones and
deadlines internally to ensure timely delivery of your site.
- COMMUNICATION -- As the primary contact throughout the build
cycle, the Project Manager will contact you to introduce
themselves. The Project Manager is responsible for documenting
and communicating status on issues as they arise during the
installation process. On handoff, you will be provided with an
initial password and verification identifier. The Project
Manager will answer any questions or address any issues that you
may have throughout the build cycle.
- DOMAIN NAME REGISTRATION -- During the build process, the
Implementation Project Manager will submit request for Domain
Name Registration.
--------------------------------------------------------------------------------
PLATINUM ACCOUNT MANAGER
The Platinum Account Manager is the single point of contact for your
account once your server solution has been completed and released to
you. As your account manager, he/she will provide focused communication,
planning, and attention to your needs including:
- SINGLE POINT OF CONTACT -- The Platinum Account Manager
functions as the primary point of contact during business hours
and an emergency point of contact during off-hours. As the
single point of contact, the Platinum Account Manager is the
expert on your web site configuration and your account. As your
relationship evolves, the Platinum Account Manager will develop
an understanding of your business needs and your web site
growth.
- DIRECT COMMUNICATION CHANNEL -- Your Account Manager can provide
status on issues quickly and thoroughly. If necessary, Platinum
Account Managers are available for conference calls with
developers, systems integrators, or technical contacts to
provide responses to questions about performance, upgrades,
service level agreements, reports, remote administration, or
billing.
- TROUBLESHOOTING AND PROBLEM RESOLUTION. -- The Platinum Account
Manager functions as an internal advocate within Digex for all
issues pertaining to your web site. One of your Platinum Account
Manager's primary responsibilities is to investigate and manage
the resolution of technical problems to your web site or server
configuration.
--------------------------------------------------------------------------------
Last Modified Wednesday, August 11, 1999 Page 1 http:://www.digex.com
<PAGE> 28
[DIGEX LOGO]
--------------------------------------------------------------------------------
- DIGEX ON-SITE ASSISTANCE -- The combination of the Platinum
Account Manager and Digex's powerful suite of remote
administration services meet the majority of your administration
needs. However, certain special circumstances may necessitate
on-site assistance at Digex. On-Site assistance is available on
a request basis. With 72 hours advance notice, Digex will
arrange for on-site support including an escort into our data
center, if appropriate.
--------------------------------------------------------------------------------
MULTI-TIERED SUPPORT
Orders and cases are routed through a multi-tiered support structure
engineered to provide quick responses to upgrades, troubleshooting, or
outages.
- TIERED SUPPORT -- Tier 1 is the Platinum Account Manager during
business hours, complemented by the Technical Support Help Desk
during off-hours. Tier 2 is the Technical Operations
organization composed of Microsoft, Compaq, and Sun certified
Internet Systems Administrators. The Technical Operations
organization is divided into three areas of focused expertise:
UNIX Operations, NT Operations, and Network Operations.
- ENGINEERING SUPPORT -- The Operations group will consult
Engineering for focused knowledge in a particular technical
discipline. The Engineering group has dedicated teams focusing
on standard builds, database administration, network
engineering, backup and recovery, and systems security.
- VENDOR ON-SITE AND TECHNICAL SUPPORT -- Digex has established
formalized technical support programs with all major vendors
including Microsoft, Netscape, Oracle, and Sun. In the event,
that a Digex engineer is unable to resolve a system
administration issue in a timely manner, on-site and remote
technical support resources from our vendors will be leveraged.
Never-before-seen problems are the most frequent occasion for
escalation to the vendor. Often a vendor-supplied patch or fix
may be necessary. Digex will work with the vendor technical
support staff on system administration troubleshooting,
diagnosis, and resolution. Development and content debugging
issues are not generally available from Digex. The Professional
Services organization will provide assistance with content
issues on a time and materials basis.
- CONSULTING SUPPORT -- Digex Professional Services is often
consulted on non-standard or longer-term projects. Professional
Services work is typically performed on a time and materials
basis.
--------------------------------------------------------------------------------
24X7X365 HELP DESK SUPPORT
With 24x7x365 technical support, help is always a phone call away.
Technical support includes a help desk backed by several tiers of
escalation. Technical support staffs are well versed in Digex
technologies and standard operating procedures.
- TECHNICAL SUPPORT HELP DESK -- The Digex Technical Support Help
Desk is available 24 hours a day, 7 days a week, 365 days a
year. During off hours (5PM - 8AM EST weekdays and all hours on
weekends), the Digex Technical Support Help Desk
(1-88-USE-DIGEX) is your first line of support for all problems.
The Digex Technical Support Staff is available to answer your
performance, administration, or remote access questions. Much of
the Technical Support Staff is certified or is in training to be
certified. And your Platinum Account Manager is available via
pager for consultation on emergency issues after contacting the
Help Desk.
- BASELINE PROJECT EDUCATION -- The Technical Support Help Desk is
well versed in Digex technologies. Technical support staff can
provide education on common questions about standard operating
systems, web servers, mail servers, reporting packages, and
remote administration tools. Specifically, the Help Desk
specializes in answering frequently asked questions about remote
administration; user permissions and passwords; routine system
administration; and troubleshooting techniques.
--------------------------------------------------------------------------------
Page 2
<PAGE> 29
[DIGEX LOGO]
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- DIGEX CENTRAL NERVOUS SYSTEM (DCNS) -- The Technical Support
Staff relies on the DCNS for all customer activities and
requests. DCNS is an enterprise-wide, integrated system of front
office and back office applications based upon the Clarify
architecture. From your initial contract to your most recent
upgrade, DCNS provides a detailed audit trail of case history,
activity, and configuration changes to your Web site. As the
single source for account, billing, and customer data, DCNS
enables DIGEX to provide a superior depth of information and
level of responsiveness to billing, problem, and configuration
inquiries.
DIGEX CUSTOMER NET
The Digex Customer Net is an on-line, self-service web site designed to
provide immediate access to critical information about Digex and your
server.
- CUSTOMER NET -- The Customer Net, available at
http://customers.digex.net provides updates on events, news,
product and service announcements, available upgrades, and
partnerships in the on-line customer newsletter. Additionally,
on the Customer Net you will find an always up-to-date version
of the Digex User Manual. Get answers to frequently asked
questions; learn about Digex standard operating procedures or
reference information about how to administer your web site. And
don't forget to download and print the latest inserts for the
Digex User Manual.
DIGEX USER MANUAL
As a Platinum Services customer, you will receive one copy of the Digex
User Manual. Separate user manuals are available for NT Managed Servers
and UNIX Managed Servers. The User Manual provides extensive detail on
Digex teams, products, facilities, security policies, and standard
operating procedures.
- CONTRACT NUMBERS AND ADDRESSES -- The User Manual provides a
list of all billing, sales, and support contacts as well as the
necessary escalation procedures in the event of an emergency.
- GUIDE TO INTERACTING WITH DIGEX -- The User Manual provides a
guide to interfacing with Digex. Detailed information is
provided on the Digex Data Center, Service Packages, Service
Teams, and Operations Groups.
- GETTING STARTED -- Getting Started helps you start using your
Digex Managed NT or UNIX Web Server. Detailed information is
provided on connecting to the Internet, Moving Content,
Transferring Content, Connecting to Your Server, Changing Your
Password, Setting File Permissions, and Installing Software.
- FREQUENTLY ASKED QUESTIONS -- Frequently Asked Questions provide
customers with answers to the most common inquiries about
standard operating procedures, web servers, mail servers,
reporting packages, and remote administration tools.
- INTERNET GLOSSARY -- A glossary of the most commonly used terms
and definitions in the Internet industry.
- ACCEPTABLE USE POLICY -- The User Manual provides customers with
information on appropriate and prohibited uses of Digex products
and services. Information on contractual obligations is provided
in detail.
Page 3
<PAGE> 30
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STANDARD AND ENHANCED FEATURE PRICING
Platinum customers are assessed monthly recurring fees for the Platinum Service
package which includes three major components:
- Digex Secure Center Facilities
- Smart Services 3.0 including SmartAdmin, SmartBackup, SmartReporting,
SmartMonitoring, and SmartSecurity
- Platinum Customer Support
The standard monthly fee for Platinum Customer Support includes the following
features subject to the limitations described below:
1. Platinum Account Manager
- Single Point of Contact
- Communication
- Backup Support Team
- Troubleshooting and Problem Resolution(1)
- On-Site Assistance At Digex
On-Site Assistance may be subject to time & expenses charges for
visits exceeding half a day. The T&E is intended to recover the cost
of providing an escort and space on-site.
2. Project Planning
3. Enhanced Reporting
- Detailed Invoice Breakdown Reports
(additional reports available for service fee).
- Account History Reports (as requested; limited to one per quarter;
additional reports available for service fee).
- Education on Digex provided tools(2)
4. 24x7x365 Multi-Tiered Support
- Technical Support Help Desk
- Multi-Tiered Support Structure
- Education on Baseline Products (on most frequently asked questions for
supported products).
- Escalation Procedures
- Digex Central Nervous System
5. Digex User Manual (Limit one per customer)
6. Digex Customer Net
7. Installation Project Management
- Installation Project Manager
- Domain Name Registration
- Search Engine Submission (up to 2 URLs)
Footnotes:
1. Troubleshooting and Problem Resolution available for system administration
issues only. Digex does not perform content debugging. Digex Professional
Services may be engaged for assistance on content debugging on a time and
materials basis.
2. The Platinum Account Manager will not create accounts or change passwords,
but will instruct the customer on the required procedures. The Platinum
Account Manager will not initiate a server contract or any other document
that legally binds Digex to a course of action other than an authorized
verbal upgrade.
Page 5
