Master Agreement for IP Services

1. General

1.1 This Agreement is intended to allow Business Partner to obtain Services from Bamboozle. The Business Partner acknowledges that this Agreement can be incorporated by reference into the Order.

1.2 Interpretation

• When a reference is made in this Agreement to an Article, a Section, an Exhibit or a Schedule, such reference shall be to an Article of, Section of, or an Exhibit or a Schedule to this Agreement unless otherwise indicated.
• Whenever the words "include", "includes" or "including" are used in this Agreement or Order, they shall be deemed to be followed by the words "without limitation".
• Whenever the word "or" is used in this Agreement, it shall not be deemed exclusive.
• The words "hereof", "herein" and "hereunder" or words of similar import when used in this Agreement or Order shall refer to this Agreement or Order as a whole and not to any particular provision.
• All terms defined in this Agreement shall have the defined meanings when used in any Order or other document delivered pursuant hereto. The definitions are applicable to the singular as well as the plural forms and to all genders.

2. Definitions

• Affiliate — as to a party, any entity controlling, controlled by, or under common control with such party, where "control" means the legal, beneficial or equitable ownership of more than fifty percent (50%) of the aggregate of all voting equity interests in an entity.
• Business days — means any calendar day except Saturdays, Sundays, legal holidays, or any day on which banks in Hong Kong are authorized or required by law or executive order to be closed.
• Claims — all claims or demands, liabilities, judgments, lawsuits, damages, losses, causes of action, penalties.
• Credit Hold — a temporary downgrading of the support provided by Bamboozle to only addressing critical support requests, while all other levels of support are denied.
• Effective Date — the date when this Agreement comes into force, i.e. the moment when the Agreement is signed by the Parties or any Order is accepted by the Business Partner or the Services are started to be rendered by Bamboozle, whichever happens earlier.
• Equipment — hardware and software offered under this Agreement.
• Fees — charges and fees for the Services charged to the Business Partner by Bamboozle.
• Law(s) — all applicable laws, rules, codes, regulations, court orders, ordinances and matters of records.
• Managed Service Agreement — an agreement under which Bamboozle renders managed services for products either provided by Bamboozle or supplied by the Business Partner.
• Order(s) — a Service order form or a Managed Service Agreement provided by Bamboozle and accepted by the Business Partner. In the event of conflict between this Agreement and an Order, the Order shall prevail.
• Parties — Bamboozle and Business Partner.
• Service Suspension — a temporary deactivation of the Services while preserving the Business Partner's data and access records for a period of up to 30 days.
• Service Termination — cancellation of the Services with a complete wipe of data and deletion of access records kept on the Equipment.

3. Intended Use of the Service

3.1 The Parties shall execute one or more Orders. Each Order shall describe the services to be provided by Bamboozle to Business Partner, the Fees to be paid, and any other applicable terms and conditions. No Order shall be binding until signed by a duly authorized representative of each Party.

3.2 The term "Services" refers collectively to all services identified in all Orders entered into hereunder, and may include standard services provided by Bamboozle and any technical, supplemental professional, or other services.

3.3 Business Partner agrees to use the Services only for lawful purposes. Unauthorized transmission or storage of any information in violation of any applicable law is strictly prohibited. Business Partner shall at all times strictly comply with Bamboozle's Acceptable Use Policy.

3.4 Bamboozle reserves the right to amend its Acceptable Use Policy in its sole discretion from time to time. Bamboozle undertakes no obligation to monitor the content of communications sent by Business Partner but reserves the right to do so, including where directed to do so by law enforcement authorities.

4. IP Addresses

Internet Protocol addresses ("IP Addresses") provided or assigned by Bamboozle in connection with the Services at all times remain the property of Bamboozle and are not portable. Business Partner shall have no rights with respect thereto. Assignment of IP Addresses is subject to corresponding RIR (Regional Internet Registry) guidelines and is not guaranteed. Bamboozle may modify such assignments at any time in its sole discretion. Business Partner shall provide an accurate host count at the time of the Agreement signing, subject to verification by Bamboozle.

5. Invoice and Payment

5.1 One time fees, non-recurring or setup fees, including installation and equipment charges, shall be invoiced by Bamboozle at the time the Order is placed.

5.2 Recurring fees may be billed monthly, thirty (30) days in advance. The first invoice for recurring charges will be issued upon signing of the respective Order and will include recurring fees pro rata to the days remaining in the first month and recurring fees for the full next month.

5.3 Fees for usage-based Services will be calculated in accordance with Section 6 and billed in arrears.

5.4 Business Partner shall treat as valid and official only Bamboozle invoices sent from [email protected]. Business Partner shall pay invoices within fifteen (15) calendar days of the invoice date.

5.5 An invoice is considered overdue if not paid by the fifteenth (15th) calendar day from the invoice date. Overdue accounts are subject to a finance charge of the lesser of 3% per month or the maximum allowed by law, starting from the date the invoice becomes overdue.

5.6 Should Business Partner fail to pay invoices in full when due, Bamboozle may at its own discretion perform a Credit Hold, Service Suspension, or Service Termination of any Services under any or all Orders. If overdue invoices are paid in full, Bamboozle may resume providing Services at an additional account reinstatement fee of USD 5,000 per Service.

5.7 Business Partner hereby grants to Bamboozle a lien on any Business Partner equipment located in Bamboozle facilities. In the event of termination for non-payment, Bamboozle may hold such equipment until all outstanding balances are satisfied. If Business Partner fails to pay within sixty (60) days of termination, Bamboozle may retain or sell any such equipment without liability.

5.8 All sums payable shall be made by wire transfer in immediately available funds, free of any restriction, reservation or condition, and without deduction or withholding on account of any amount, whether by way of set-off, counterclaim or otherwise.

6. Usage-based Dedicated Internet Access Billing

6.1 The minimum interface rate for Burstable Billing is 1Gbps. For Burstable Billing, Business Partner contracts for a selected Committed Access Rate and Bamboozle provides the capability to burst up to the physical capacity of the port. The amount of Burstable Bandwidth is derived from the 95th percentile calculation described below.

6.2 Bamboozle polls routers for Business Partner ingress and egress usage at five minute intervals. The higher usage number for each poll is stack ranked. The top 5% of the usage numbers are discarded. The next highest measurement is the Burstable Bandwidth.

The Burstable Bandwidth Charge = (Burstable Bandwidth - Committed Access Rate) x (Burstable Bandwidth price per Megabit)

7. Commitments and Term

7.1 This Agreement shall commence on the Effective Date and continue until the date when the last Order then in effect between the Parties expires or is lawfully terminated.

7.2 Business Partner agrees to continue to purchase the Services for the complete period identified on the Order ("Term"). Unless otherwise stated on the Order, the Term commences on the service activation date, which is the date Bamboozle notifies Business Partner in writing that the Services are operational. Business Partner has seventy-two (72) hours from receipt of the Service Commencement Notice to raise any concerns.

8. Termination

8.1 Either Party may terminate this Agreement or any Order by providing written notice if the other Party materially breaches any provision and fails to cure such breach within thirty (30) days of written notice.

8.2 Bamboozle may immediately terminate this Agreement or any Order without notice if Business Partner violates any applicable law or Bamboozle's Acceptable Use Policy, or if Business Partner becomes insolvent or bankrupt.

8.3 Upon termination, Business Partner shall immediately cease use of the Services, and Bamboozle may delete all Business Partner data from its systems. All fees accrued prior to termination remain due and payable.

9. Limitation of Liability

9.1 In no event shall either Party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits or data, even if advised of the possibility of such damages.

9.2 Bamboozle's total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Business Partner to Bamboozle in the three (3) months immediately preceding the event giving rise to the claim.

9.3 The Services are provided "as is." Bamboozle makes no representations or warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. Both parties hereby irrevocably consent to the personal jurisdiction and venue of such courts for the resolution of any disputes arising out of or related to this Agreement.

Contact Us

If you have any questions about this Master Agreement for IP Services, please contact us at [email protected].