MSP Frequently Asked Questions MSP Contract (PDF FILE)


TDL MANAGED SERVER PROGRAM (TDL MSP)

SERVICE CONTRACT

New Customers: After signing up for a managed server, this contract must be printed, signed, and either faxed to (510) 782-4738 or mailed to The Diamond Lane, 2415 Radley Court #1, Hayward, CA 94545. A signed contract and initial payment are required before server setup process will proceed.

ID: _________________________

Diamond Lane is an Internet Service/Web Presence Provider. TDL MSP is a service provided by TDL whereby managed Internet servers can be used with TDL services. The use of such servers is subject to compliance with the terms and conditions set forth herein.

  1. PARTIES

    The Agreement made as of _________________________, by and between The Diamond Lane. (hereinafter "TDL"), with its principal place of business at 2415 Radley Court, Unit #1, Hayward, California 94545 and _________________________ (hereinafter "Customer") of __________________________________________, for the use of a managed server from TDL and certain administration and servicing thereof.

  2. SERVICES PROVIDED

    TDL agrees to provide the use of a server to Customer, for the exclusive use of Customer, excepting normal system administration as required by TDL in order to maintain security and stability, at the prices published at http://www.tdl.com/services.html for a term of no less than twelve months. TDL will administer and service said server in accordance with the terms contained herein. Published fees include initial setup and installation services as determined by TDL.

  3. TERM

    The term of this agreement shall begin on the date the order is completed and continue for a term of no less than twelve months. Thereafter the agreement shall be open-ended, subject to termination in conformity with Section 9 of this agreement.

  4. ADMINISTRATIVE ACCESS

    Administrative or "root" access to the server is limited to employees of TDL and/or their authorized agents. TDL reserves the right to require, at their discretion, software and/or hardware upgrades for the purposes of maintaining security and stability of the services provided. The cost of such upgrades shall be set by TDL and paid by the customer.

  5. NETWORK TRAFFIC CHARGES

    There shall be no additional charge for monthly average network traffic of 1024 megabytes per day or less. Monthly average network traffic in excess of 1024 megabytes per day shall incur an additional monthly fee set by TDL. Network traffic shall be measured by TDL and may include all forms of traffic to and from the server, at the sole discretion of TDL. All fees shall be set and adjusted by TDL from time to time and posted at the TDL MSP Web site.

  6. HARDWARE AND SOFTWARE CONFIGURATIONS

    All managed servers must use hardware and software configurations that conform with TDL requirements. Use of any particular hardware or software configuration may be declined at the sole discretion of TDL.

  7. USER CONDUCT

    The Customer agrees to use the services and servers furnished by TDL as allowed by applicable Local, State, Federal, and International laws. Transmission of any material in violation of any International, Federal, State or Local regulation is strictly prohibited. This includes, but is not limited to, copyrighted material, obscene or threatening material, or any material protected by trade secrets.

    While using a managed server from TDL, Customer may not:

    A. Restrict or inhibit any other user from using and enjoying the Internet;

    B. Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, offensive, indecent, pornographic, profane, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any Local, State, Federal, or international law, including without limitation the U.S. export control laws and regulations, and laws protecting intellectual property including copyright, trademark, or trade secret laws;

    C. Post, publish, transmit, reproduce, or distribute any information or software containing a virus or any other harmful component;

    D. Post, publish, transmit, reproduce, distribute or in any way exploit any information, software, or other material obtained through the service for commercial purposes (other than as expressly permitted by the provider of such information, software, or other material);

  8. INDEMNIFICATION

    Customer agrees to indemnify, defend, and hold TDL harmless from any and all claims resulting from service which causes direct or indirect damage to another party. The Customer also agrees to indemnify and hold TDL harmless from any and all lawsuits, judgements, decrees, costs, and expenses including any attorney fees, from the use of the services or servers provided by TDL without limitation or exception. This indemnification and hold harmless agreement extends to all issues associated with Customer's service or servers, including but not limited to Web site content or domain name selection.

  9. TERMINATION

    Either party can terminate this contract for any reason upon 90 days prior written notice of intent to terminate to the other party. TDL reserves the right to terminate this contract without notice at the sole discretion of TDL for violation of any terms and conditions of this contract. TDL may deny Customer access to a server without notice if Customer engages in any conduct or activities that TDL in its sole discretion believes to be in violation of any of the terms and conditions of this agreement. TDL shall have no responsibility to notify any third-party providers of services, merchandise, or information, nor any responsibility for any consequences resulting from such discontinuance or lack of notification. Customer agrees that TDL has the right to monitor the servers electronically from time to time and to disclose any information as necessary under the law, or to protect itself from claims by a third party or parties. TDL reserves the right to remove or remove access to any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, offensive, or in violation of this agreement.

  10. NO WARRANTIES

    TDL makes no warranties or representations of any kind for the services being offered. The service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of title, noninfringement, or implied warranties of merchantability or fitness for a particular purpose. No advice or information given by TDL or its agents or employees shall create a warranty. TDL provides no warranty that the service will be uninterrupted or error free or that any information, software, or other material accessible on the service is free from viruses or other harmful components. Under no circumstances shall TDL be liable for any direct, indirect, special, punitive, or consequential damages that result in any way from Customer's use of or inability to use the service, or for third parties' use of the service to access Customer's Web content, or to access the Internet or any part thereof, or Customer's or any third parties' reliance on or use of information, services, or merchandise provided on or through the service, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance. If Customer is dissatisfied with TDL's service or any of its terms, conditions, policies, rules, guidelines, or practices, Customer's sole and exclusive remedy is to discontinue using the service.

    Customer understands that by placing information on a managed server from TDL that such information becomes available to all Internet users and that TDL has no way of limiting or restricting access to such information or protecting any such information from copyright infringement or other wrongful activity. Customer assumes full responsibility and risk for the use of the managed server. It is the Customer's sole responsibility to evaluate the accuracy, completeness, and usefulness of all opinions, advice, services, and other information, and the quality and merchantability of all merchandise, provided through TDL or on the Internet generally.

  11. ECPA NOTICE

    TDL reserves the right to monitor any and all communications through or with our facilities. Customer agrees that TDL is not considered a "secure communications medium" for the purposes of the ECPA and no expectation of privacy is afforded.

  12. IDENTIFICATION INFORMATION

    Customer agrees that as the person legally responsible for use of this server and services, they are at least 18 years of age. Customer agrees to supply TDL with a current and truthful full name, postal address, and telephone number for their records, and has a continued obligation to keep this information current.

  13. NO INTERFERENCE WITH OPERATION OF SYSTEM

    Customer agrees not to maliciously or intentionally interfere with the proper operation of the server and network, including but not limited to defeating identification procedures, obtaining access beyond that which Customer is authorized for, and impairing the availability, reliability, or quality of service for other customers. Customer further agrees not to interfere with the proper operation of other systems reachable through the Internet, including any attempt at unauthorized access. Customer agrees to follow the Acceptable Use Policy of any network or service to which Customer connects.

    Customer agrees to adhere to system policies as published online by TDL, including restrictions on services available, restrictions on certain features, and all other policies designed to protect and enhance the quality and reliability of service at TDL. Customer agrees to abide by any and all future policy decisions by TDL.

  14. SECURITY

    Customer agrees that the security of the server and all services is solely Customer's responsibility. Customer further agrees that if the security of Customer's server has been compromised in any way, Customer will notify TDL immediately in writing as set forth in Section 22 herein. Customer shall be held fully responsible for any misuse or compromise of Customer's server for which TDL is not properly notified. Customer agrees that if any security violations are believed to have occurred in association with the Customer's server, TDL has the right to suspend access to the server pending an investigation and resolution. Customer also agrees that TDL has the right to cooperate in any government or legal investigation regarding any aspect of our services, including any of the managed servers used by Customer. Any use of TDL's system to engage in software piracy or other violations of law will result in service suspension and be immediately reported to the appropriate authorities.

  15. BACKUP OF DATA

    Daily backup of server is performed for administrative purposes only. Customer's use of the server and service is at Customer's sole risk. TDL is not responsible for files and data residing on Customer's managed server. Customer agrees to take full responsibility for files and data transferred and maintain all appropriate backup of files and data stored on server.

  16. TRANSMISSION OF MATERIALS

    Customer agrees not to transmit unsolicited or prohibited advertising or other harassing or illegal materials through electronic mail, Usenet postings, or other Internet media. The use of TDL or any other service with reference to services obtained through TDL, for unsolicited mass mailings, postings, or other activities considered an annoyance to others, commonly referred to as "spamming," is strictly prohibited and may cause Customer's services to be terminated immediately and without warning. Customer will be held fully responsible for any damages to Customer, TDL, or any other party or parties resulting from any such conduct.

  17. PAYMENT

    Customer agrees to supply appropriate payment for the services received from TDL, in advance of the time period during which such services and use of server are provided. Customer agrees that all setup and installation fees are non-refundable once setup is completed. TDL agrees that pro-rated refunds for unused time periods will be provided upon request, in the event of service termination, except as set forth in Section 16 above, at the sole discretion of TDL. If at any time Customer breaches any part of this contract, Customer will be responsible for and will pay any and all reasonable collections, attorney, and court fees and costs incurred by TDL in enforcing this agreement.

  18. RETURN OF SERVER

    Upon termination of this contract, all managed servers shall remain the property of TDL and are not subject to customer demands.

  19. PRIOR AGREEMENTS

    This agreement supersedes any written, electronic, or oral communication Customer may have had with TDL or any agent or representative thereof, and constitutes the complete and total agreement between the parties.

  20. SEVERABILITY

    If any provision of this agreement is determined to be unenforceable or invalid, all other provisions shall remain in full force and effect and said provision shall be reformed only to the extent necessary to make it enforceable.

  21. JURISDICTION

    This agreement shall be governed by the laws of the State of California. Customer further consents to service of legal process by e-mail (or at the discretion of TDL, ordinary mail postage prepaid) to the last known e-mail or street address provided by Customer. It shall be Customer's duty to promptly notify TDL of any change in street or e-mail address.

  22. NOTICE

    Any notice or other communication required herein, shall be in writing and shall be deemed to have been given only when sent by registered or certified mail, return receipt request, addressed to the parties at the name and address indicated below their signatures herein, as amended by updated information as required by Section 12 herein.

  23. ACKNOWLEDGEMENT

    By continuing to maintain any services with TDL, Customer is stating and acknowledging that Customer has read the terms and conditions aforementioned and that Customer understands such terms and conditions and agrees to be bound by them.

    IN WITNESS WHEREOF, the parties have hereunder set their hands and seals as of the date first written.

    DATED: _____________________
    The Diamond Lane

    By: _________________________
    Name and Title:

    ____________________________
    Customer

    By: _________________________
    Name and Title:

    ____________________________

 

 
   


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