Terms of Use - Cruzio Internet

Master Service Agreement
Acceptable Use Policy
Privacy Policy
Cruzio Enterprise Internet Terms of Use
Cruzio Velocity and DSL Terms of Use
Cruzio Colo Terms of Use
Cruzio Coworking Terms of Use
Cruzio Events Room Terms of Use
Cruzio IP Justification Form
Transparency Document

MASTER SERVICE AGREEMENT

Download a PDF of “Master Service Agreement,” “Acceptable Use Policy,” and “Privacy Policy”

This agreement (“MSA” or “Agreement”) is entered into by you (“Customer”) as evidenced by your use of the Services (defined below). “Customer” shall include Customer’s corporate subsidiaries, as well as corporate parents, affiliates, and other related companies (collectively, “Affiliates”) approved by Cruzio Internet to receive Services under this agreement. For purposes of this agreement the term “Cruzio Internet” shall mean Cruzio Internet DBA The Internet Store or, when applicable, the Cruzio Internet entity identified on Customer’s invoice. Cruzio Internet and Customer agree to the following terms and conditions:

1. Acceptance of Terms

1.1 Cruzio Internet provides a wide range of products and resources including, but not limited to, various communication tools, knowledge resources, listings, forums, email, hosting, colocation, office space, workstations, internet access, office equipment, conference space, and connectivity services (the “Services”). These terms form a legally binding Agreement between Customer and Cruzio Internet in relation to Customerʼs use of the Services and resources. Please take the time to read them carefully.
1.2 Use of the Services, including accessing to Cruzio Internetʼs website (www.cruzio.com), construes acceptance of the terms which supersede all previous representations, understandings, or verbal agreements. Cruzio Internet reserves the right to take action, including but not limited to immediate suspension or termination of any Services for any violation of this Agreement.
1.3 Cruzio Internet may modify or terminate its Services periodically, for any reason and without notice or liability to Customer, any other user or any third party. Cruzio Internet, at its discretion, reserves the right to update or revise the terms in this Agreement or any other policy or statement issued by Cruzio Internet, and any product offerings or programs described on any Cruzio Internet website or any other document or publication at any time without notice by updating this posting. Please review the terms from time to time to be apprised of any changes. The most current version of this Agreement may be found at terms.cruzio.com. Use of the Services following a change to the terms constitutes agreement to the new terms. If Customer cannot comply with the amended terms, the only remedy is to cancel the Cruzio Internet subscription and/or not use the Services. In its sole discretion and without liability to Customer, Cruzio Internet may:

(i) Alter the methods, processes or suppliers by or through which it provides Services.
(ii) Change the facilities used to provide Services.
(iii) Substitute comparable Services for that being provided to Customer.

If necessary due to the potential impact on affected Customers, Cruzio Internet will use commercially reasonable efforts to furnish prior notice of any alterations, changes or substitutions. If deemed necessary by Cruzio, customer property or data may be stored or archived for a nominal fee. Property abandoned by customer may be discarded and data abandoned by customer is subject to deletion.
1.4 Any additional Terms of Use including but not limited to any Service Order, Addendum, Sign-Up Form, Lease, and/or Trade Agreement authorized between Cruzio Internet and Customer (hereinafter referred to as “Supplement Agreement”) supersedes and is expressly intended to amend this MSA. See Section 15.2.

You may view the most current version of this agreement at:
http://www.cruzio.com/about/terms-use/

2. Registration Obligations

2.1 To order and receive the Services, Customer must be at least 18 years old and may be required to provide a valid credit card, current drivers license, passport, or other forms of identification. Services must be available at Customerʼs location.
2.2 Cruzio Internet is concerned about the safety and privacy of all its users, particularly children. For this reason, parents of children under the age of 13 who wish to allow their children access to the Services must create a separate login. By adding a login for a child to Customerʼs account, Customer also gives the child permission to access many areas of the Services, including but not limited to email and instant messaging. Please remember that the Services are designed to appeal to a broad audience. Accordingly, as the legal guardian, it is Customerʼs responsibility to determine whether any of the Services and/or content are inappropriate for the child.

3. Term

3.1 This Agreement and all Supplement Agreements shall be effective as of the date signed physically or electronically by Customer or the date Customer began to access and use the Services and shall remain in full force and effect so long as any Supplement Agreement is in effect, unless otherwise terminated in accordance with the terms hereof. Each Supplement Agreement shall provide for an initial non-cancelable term (“Original Term”). If Original term is one (1) year or longer, this Agreement shall automatically renew for an additional period of one (1) year at the end of Original Term and each succeeding term; if the Original Term is less than one (1) year, this Agreement shall automatically renew for additional periods of one (1) month at the end of Original Term and each succeeding term. Original Term will renew at contracted rate unless and until Cruzio Internet or Customer gives written notice of non-renewal with no less than thirty (30) days before the end of the then current term. Discounts or promotions applied to Original Term may not apply.
3.2 Customer acknowledges that moving or downgrading Service may result in termination and/or setup charges as outlined below and may require signing an updated contract physically or electronically. Upon any termination of Services, any and all IP addresses assigned by Cruzio Internet to Customer (and any end users) shall no longer be available for Customer’s use and Cruzio Internet shall retain the right to use such IP addresses. In addition, upon any termination of Services, any and all resources including but not limited to cabinet space, office space, radio licenses, and email addresses assigned by Cruzio Internet to Customer (and any end users) shall no longer be available for Customerʼs use and Cruzio Internet shall retain the right to use such resources.

4. Payment Obligations

4.1 Payments by check, money order, or cashierʼs check should be made payable to Cruzio and delivered to 877 Cedar St. #150, Santa Cruz, CA 95060. Payment is due in full on the account anniversary each period. Payments can by made by electronic funds transfer (“ACH”) via credit card or bank account. If Customer has a Velocity, Works or Enterprise Service account, the account anniversary is the 1st of each month and Customer is required to have a current credit card or ACH on-file with Cruzio Internet. All accounts are required to make payments via auto-cc or automatic bank withdrawal (ACH). For all types of accounts, Customer hereby authorizes Cruzio Internet to charge the credit card or ACH on-file for any and all amounts owed to Cruzio Internet under this Agreement if Cruzio Internet is unable to collect owing amounts from Customer by any other means. Regarding all other Services, the account anniversary is the date the account was originally established each month. Cruzio Internet reserves the right to change the account anniversary at any time. Late fees may apply if payment is not received within five (5) days of the anniversary date. Accounts are in default if payment is not received within fifteen (15) days of the anniversary date. Services may be suspended for accounts in default. Accounts may be terminated for non-payment within twenty five (25) days. Such interruption does not relieve Customer from past due and ongoing charges. Cruzio Internetʼs acceptance of partial payment does not relieve Customer from owing the remaining balance. Customer may be sent to a third party collections agency if full payment is not received within sixty (60) days of anniversary date.
4.2 If Customer has an account that is considered a Trade by Cruzio Internet, whether in-whole or in-part, Customer agrees to abide by both the terms in this MSA and said Trade Agreement. See Section 15.2 for details.
4.3 Cancel requests must be received by email, US Mail, or fax at least thirty (30) days before the effective cancel date. Only a written request to terminate the Services relieves Customer of the obligation to pay further account charges. It does not relieve Customer of past obligations and charges or from any prior agreements to pay, including but not limited to unpaid equipment charges. If Customer defaults, Customer agrees to pay Cruzio Internetʼs reasonable expenses, including attorney and collection fees, incurred in enforcing its rights under these terms. Prepaid accounts are not refundable for any reason if terminated early. Setup fees are not refundable for any reason. Unused Services will be refunded in whole months only.
4.4 Customer must return new, unopened hardware and retail items sold within thirty (30) days of delivery for a full refund. Items must be returned in their original packaging with proof of purchase. Refunds will not be issued on:

(i) items that are returned more than thirty (30) days after delivery
(ii) any item that has obvious signs of use
(iii) any item not returned in the condition it was received.

5. Referral Coupons

For the purpose of this section, “New Customer” shall mean a customer who has never previously had the Service and establishes a new Service with Cruzio Internet as a direct result of Original Customerʼs referral. For the purpose of this section, “Original Customer” shall mean the customer that referred New Customer. “Referral Coupon” shall mean the credit applied to the Original Customerʼs account. Please contact Cruzio Internet or visit cruzio.com for details regarding the amount of credit to be applied.
5.1 Cruzio Internet will apply a Referral Coupon to Original Customerʼs account if both Original Customer and New Customer meet all qualifications listed herein and in coupons, advertisements or other literature related to the referral program or specific referral. Cruzio Internet reserves the right to determine whether Customer and Referred Customer qualify. In order for Original Customer to qualify for a Referral Coupon:

(i) Original Customer must have directly referred New Customer to open a new account sign up for service with Cruzio Internet.
(ii) New Customer must provide the first and last name of Original Customer at the time of sign up (Referral Coupons cannot be applied retroactively).
(iii) New Customer must sign up for a twelve (12) month term or longer.
(iv) Original Customerʼs account must be in good standing (as determined by Cruzio Internet.
(v) New Customer and Original Customer cannot be the same person.

5.2 Cruzio Internet reserves the right to determine what, if any, amounts are properly due to Original Customer. Cruzio Internet reserves the right to verify and adjust amounts at any time prior to or following the application of any Referral Coupon. Referral Coupon amount is nontransferable, nonrefundable, and nonredeemable for cash. Upon account termination, any unused credits will automatically expire and may not be transferred, assigned, or redeemed for cash. Referral Coupon will be applied not more than ninety (90) days after New Customer signs up.
5.3 New Customer can only provide one (1) existing Original Customerʼs first and last name for Original Customer to receive Referral Coupon. Cruzio Internet will not settle, mediate, or otherwise assume responsibility for resolving disputes between Original Customer and New Customer.

6. Credits for Service Outages

Force Majeure: delays or failure to perform due to fire, explosion, pest damage, power failures, strikes or labor disputes, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, or other causes beyond Cruzio Internetʼs control, whether or not similar to the foregoing.
6.1 In accordance with this Section, Customer shall be eligible to receive a pro-rated credit of amounts pre-paid, if any, in the event that Customer experiences a problem such that he/she is temporarily unable to utilize the Cruzio Internet backbone network and a trouble ticket has been opened as a direct result of such problem (an “Outage”). Outages during scheduled Cruzio Internet, vendorsʼ, affiliatesʼ or partners’ maintenance periods or caused by a Force Majeure event are excluded from the definition of Outage.
6.2 Customer shall be eligible to receive the following pro-rated credits for the affected Services of amounts pre-paid in the event of an Outage with the following duration (whether cumulative or contiguous) during any calendar month:

(i) outage of four (4) hours = one (1) day’s credit
(ii) outage of twenty-four (24) hours = one (1) week’s credit
(iii) outage of one (1) week or more = one (1) month’s credit.

All Outage credits are capped at one hundred percent (100%) of the monthly service fee for all Services affected by that same Outage in any month. In order to be eligible to receive such credits, Customer must notify Cruzio Internet in writing within sixty (60) days of the occurrence of the Outage. To the maximum extent applicable by law, Customer’s sole and exclusive remedy for such Outage shall be to receive the credits as described herein.
6.3 See separate Service Level Agreement for Point-to-Point Enterprise internet service and Colocation services.

7. Termination of Service

7.1 Customer agrees that Cruzio Internet, in its sole discretion, has the right (but not the obligation) to delete or deactivate Customerʼs account, block Customerʼs email or IP address, or otherwise terminate Customerʼs access to or use of the Services (or any part thereof), without liability, upon thirty (30) days advance written notice to Customer, and remove and discard any content within the Services upon thirty (30) days advance written notice, for any reason, including, without limitation, if Cruzio Internet believes that Customer has acted inconsistently with the provisions of this Agreement or any Supplement Agreement. Customer agrees that Cruzio Internet shall not be liable (to Customer or any third-party) for any termination of access to the Services. Furthermore, Customer agrees to not attempt to use the Services after said termination.
7.2 Cruzio Internet may discontinue providing the Services without notice or liability if Customer uses, or threatens to use the Services for any unlawful purpose or otherwise violates the terms of this Agreement or any Supplement Agreement.
7.3 In the event a law prohibits, substantially impairs or makes impractical the provision of Services under this Agreement or any Supplement Agreement, as determined by Cruzio Internet in its reasonable discretion, Cruzio Internet may terminate this Agreement or any Supplement Agreement without notice or liability.
7.4 Customer acknowledges and agrees that neither this Agreement nor any Supplement Agreement is cancelable in whole or in part without the prior written authorization and approval of Cruzio Internet. If this Agreement or any Supplement Agreement hereunder is terminated by Customer with less than thirty (30) days prior written notice or such other minimum time period as provided in this Agreement or any Supplement Agreement, then Customer shall be responsible for early termination fee equal to the service charges remaining in contracted term, plus the difference between any promotional discounts that may have been received and the amount that would have been charged if a month-to-month term had been entered into initially. If this Agreement or any Supplement Agreement is executed for less than one (1) year, then the early termination fee will be equal to one (1) month of the service charge. Customer acknowledges that the early termination charge is a liquidated damage and not a penalty and that charges for services hereunder would be substantially higher but for this provision. Customer acknowledges that moving or downgrading service will result in setup fees and/or termination charges as outlined above.
7.5 Upon expiration or termination of service:

(i) Cruzio Internet may cease providing service.
(ii) All Customer payment obligations under this Agreement, including but not limited to monthly service fees through the end of the term will become due in-full immediately, early termination fees may apply.
(iii) Customer agrees to allow Cruzio Internet to enter Service Premises in order to remove all CPE. CPE will be in serviceable condition, reasonable wear and tear expected. Any damaged, missing or unavailable equipment, or unusual fees for equipment recovery will be billed to Customer at time of cancellation. Equipment which is unavailable or missing may incur ongoing charges.

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8. Acceptable Use

Network Abuse: any action that interferes with the network or the normal operation of networks and systems within or external to Cruzio Internet is prohibited
8.1 Use of the Service for orchestration of or participation in any Network Abuse of Cruzio Internet or any other network, system or service is expressly forbidden and is grounds for account termination and possible legal action. Cruzio Internet retains at all times the right to determine what constitutes Network Abuse. Examples include but are not limited to:

(i) Port scanning.
(ii) Use of ʻcrackingʼ software or techniques.
(iii) Dissemination of viruses or malware.
(iv) Provocation of attacks on the Cruzio Internet network or any other network.
(v) Conduct which causes Cruzio Internet to be blocked by another provider or which causes Cruzio Internet to be placed on a “block list”.
(vi) Flooding Cruzio Internet or any other network with traffic for the purpose of disrupting service.
(vii) Mail bombing.
(viii) Spamming.

Cruzio Internet Services may only be used for lawful purposes. Transmission or storage of material in violation of federal, state, or local statutes, ordinances, and regulations is prohibited. This includes, but is not limited to, material that is copyrighted, judged to be threatening, compromises security or privacy, or is protected by trade secret. Cruzio Internet reserves the right to remove or modify, at its discretion, any material in violation of these policies. Customer agrees to comply with the rules and restrictions appropriate to other networks and services connected directly or indirectly to Cruzio Internet. This includes, but is not limited to, the Acceptable Use Policies established for the internet as a whole which expressly prohibits certain commercial solicitation.
8.2 In the unlikely event that aggregate demand exceeds the available capacity of the network, Cruzio will temporarily employ various network management techniques to ensure that Customers continue to have a positive experience. In times of acute congestion, bandwidth will be allocated without regard to the Customers’ online activities or the protocols or applications that Customers are using. This may result in slower download and upload speeds and slower response times from websites and internet-based applications and services. Cruzio abides by the principles of Net Neutrality and does not prevent, impede, favor or inhibit the use of any lawful content, product, application or service that the Customer chooses to access over the Service as long as the use of that product or service does not violate these terms and conditions. Cruzio will not engage in deep packet inspection (where the content of the data packet is inspected beyond its IP, TCP, and UDP headers) or drop specific types of end-user traffic except as described herein to preserve the integrity of the network and protect against negative effects of internet threats.
8.3 Email accounts are for personal or business correspondence only. Unsolicited Commercial Email (otherwise known as UCE or spam) is strictly prohibited and Customers who are violators may have their accounts terminated immediately. Sending unsolicited email to one or more addresses regardless of how the addresses were obtained may be considered spamming and is grounds for account termination. Use of a Cruzio Internet address or any address of a domain hosted by Cruzio Internet as a return address for replies to spam is also prohibited. Customer agrees to not send unsolicited advertisements (“junk mail”) through the internet and not to send email to anyone after they have asked to stop being sent email (“harassment”). Email that is intentionally or erringly delivered to or received by any individual or business who has requested to not receive from the sender or who has not deliberately requested to receive from the sender will be considered spam. This refers not only to Cruzio Internet email hosted on Cruzio Internetʼs servers, but also to anything that inhibits Cruzio Internetʼs network. Cruzio Internet may at its discretion employ filtering techniques to block inbound email from known sources of spam and email abuse, and may also filter incoming email for known viruses. Cruzio Internet may temporarily turn off Service until Network Abuse ceases.
8.4 Any unauthorized use of the Service is a violation of these Terms and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. §1030 et seq.), Section 502 of the California Penal Code and Section 17538.45 of the California Business and Professions Code. Such violations may subject the sender and his or her agents to civil and criminal penalties.
8.5 Recognizing the global nature of the internet, Customer agrees to comply with all local rules regarding online conduct and acceptable content, including, without limitation, Customer agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which Customer resides. Customer agrees not to post, email, or otherwise make available content including but not limited to:

(i) that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability
(ii) that violates the Fair Housing Act by stating, in any notice or ad for the sale or rental of any dwelling, a discriminatory preference based on race, color, national origin, religion, sex, familial status or handicap (or violates any state or local law prohibiting discrimination on the basis of these or other characteristics)
(iii) that violates federal, state, or local equal employment opportunity laws, including but not limited to, stating in any advertisement for employment a preference or requirement based on race, color, religion, sex, national origin, age, or disability
(iv) with respect to employers that employ four (4) or more employees, that violates the anti-discrimination provision of the Immigration and Nationality Act, including requiring U.S. citizenship or lawful permanent residency (green card status) as a condition for employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state, or local government contract
(v) that constitutes or contains “affiliate marketing,” “link referral code,” “junk mail,” “spam,” “chain letters”, “pyramid schemes,” or unsolicited commercial advertisement
(vi) that includes links to commercial services or websites, except as allowed in “Services”
(vii) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law, including without limitation items the sale of which is prohibited or regulated by California or other States or federal law
(viii) that uses automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service – unless expressly permitted by Cruzio Internet
(ix) that is non-local or otherwise irrelevant content, repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on our infrastructure
(x) in any form of automated device or computer program that enables the submission of postings on Cruzio.com without each posting being manually entered by the author thereof (an “automated posting device”), including without limitation, the use of any such automated posting device to submit postings inbulk, or for automatic submission of postings at regular intervals.

8.6 Email users also agree to abide by OpenSRS Acceptable Use, Abuse Reinstatement and Mass Mailing Policies:

Customer agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

9. Web Hosting

By using Cruzio Internet Services, specifically for web hosting and domain registrations, Customer agrees to the following terms:
ICANN policy: icann.org
Master Contract: opensrs.com

10. Publishing

10.1 Cruzio Internet does not control any material uploaded to the Service by a user of the Services (“User Content”), and does not guarantee the accuracy, integrity, or quality of such User Content. Under no circumstances will Cruzio Internet be liable in any way for any content or for any loss or damage of any kind incurred as a result of the use, uploading, or otherwise making available of any content posted, emailed or otherwise accessible via the Service. Customer acknowledges that Cruzio Internet does not pre-screen or approve User Content, but that Cruzio Internet shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any content that is available via the Service, for violating the letter or spirit of this Agreement or for any other reason or for no reason at Cruzio Internet’s sole discretion. Customer acknowledges and agrees that by accessing the Service, Customer may be exposed to User Content that Customer may find offensive, indecent, or otherwise objectionable. Cruzio Internet will not be liable for such impact of User Content. Customer agrees that Customer bears all risk associated with the uploading or use of any content, including User Content, and including reliance on the accuracy, usefulness, or completeness of any content, including User Content.
10.2 Although Cruzio Internet does not claim ownership of User Content that its users post, by posting User Content to any public area of the Service, Customer automatically grants and represents and warrants that Customer has the right to grant to Cruzio Internet an irrevocable, perpetual, non-exclusive, royalty-free, worldwide, transferable, assignable license to use, copy, reproduce, perform, display, and distribute said User Content and to prepare derivative works of, or incorporate into other works, said User Content, and to grant and authorize sub-licenses of the foregoing under any or all of the preceding rights and conditions through any number of tiers by any means, media, technology, and platforms, now known or later developed. Furthermore, by posting User Content to any public area of the Service, Customer automatically grants Cruzio Internet all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, distribution or exploitation of said User Content on the Service by any party for any purpose. Cruzio Internet neither endorses nor is Cruzio Internet responsible for the accuracy or reliability of any opinion, advice, information, or statement made on or in connection with the Service by anyone other than authorized Cruzio Internet employees acting in their official capacities.
10.3 If the Service allows removal, Customer can request that Cruzio Internet delete such content, including User Content, however, Cruzio Internet cannot guarantee that all of Customerʼs User Content will be removed from the Service, nor from other users’ devices, nor that other users of the Service will not misuse any User Content that Customer supplies. Cruzio Internet is not responsible for any misuse of Customerʼs User Content. Please contact a Copyright Agent as described below if you believe that your rights are being infringed.
10.4 Cruzio Internet may charge a fee to post content, including User Content, in some areas of the Service. The fee is an access fee permitting content to be posted in a designated area. Each party posting content, including User Content, to the Service is responsible for said content and compliance with the Terms. All fees paid will be non- refundable in the event that content, including User Content, is removed from the Service for violating the Terms.
10.5 The Cruzio Internet site may contain features and functionalities that link or provide access to third party content which is completely independent of Cruzio Internet, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Customerʼs interactions with organizations and/or individuals found on or through the Cruzio Internet site, including payment and delivery of goods or services, and any other terms, conditions, warranties, representations or personal dealings associated with such dealings, such as the privacy policy and practices, of these other sites, are solely between Customer and such organizations and/or individuals.
10.6 Customer agrees that Cruzio Internet shall not be responsible or liable for any loss or damage of any sort incurred as the result of Customerʼs use of or reliance on any content, goods or services available through third party sites. If there is a dispute between participants of the Service, or between users and any third party, Customer understands and agrees that Cruzio Internet is under no obligation to become involved. In the event that Customer has a dispute with one or more other users, Customer hereby releases Cruzio Internet, its officers, employees, agents and successors from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our service. CALIFORNIA RESIDENTS WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
10.7 Customer acknowledges that Cruzio Internet may establish limits concerning use of Cruzio Internet Services, including the maximum number of days that any content, including User Content, will be retained, the maximum number and size of postings, email messages, or other content, including User Content, that may be transmitted or stored by Cruzio Internet, and the frequency with which Customer may access Cruzio Internet Services. Customer agrees that Cruzio Internet has no responsibility or liability for the deletion or failure to store any content, including User Content, maintained or transmitted by Cruzio Internet.
10.8 Customer will receive a password and account designation upon completing the Service’s registration process. Customer is responsible for maintaining the confidentiality of the password and account and is fully responsible for all activities that occur under such password or account. Customer agrees to:

(i) Immediately notify Cruzio Internet of any unauthorized use of Customerʼs password or account or any other breach of security.
(ii) Not to transfer or re-sell Customerʼs use of or access to the password, the account, or the Service to anythird parties.
(iii) Ensure that Customer exits from the account at the end of each session.

Cruzio Internet cannot and will not be liable for any loss or damage arising from Customerʼs failure to comply, or Cruzio Internetʼs action or omission caused by Customerʼs failure to comply with this section 10.8.

10.9 Cruzio Internet grants Customer a limited, revocable, non-exclusive license to access the Service for Customerʼs own personal use. This license does not include:

(i) Access to the Service by those employed to post listings, events, and other such content to websites.
(ii) Any collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by Cruzio Internet.

A limited exception to subsection 10.9 (ii) is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with Cruzio Internetʼs robots.txt file. “General purpose internet search engine” does not include a website, search engine or other service that specializes in classified listings or in any subset of classifieds listings such as jobs, housing, for sale, services, or personals, or which is in the business of providing classified ad listing services. Cruzio Internet permits Customer to display on their website, or create a hyperlink on their website to individual postings on the Service so long as such use is for noncommercial and/or news reporting purposes only (e.g., for use in personal Web blogs or personal online media). If the total number of such postings displayed or linked to Customerʼs website exceeds twenty (20) postings, Customerʼs use will be presumed to be in violation of this Agreement, absent express permission granted by Cruzio Internet to do so. Customer may also create a hyperlink to the home page of Cruzio Internet sites so long as the link does not portray Cruzio Internet, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive manner.
10.10 Use of the Service beyond the scope of authorized access granted to Customer by Cruzio Internet immediately terminates said permission or license. In order to collect, aggregate, copy, reproduce, duplicate, display, distribute, or make derivative use of the Service or any content made available via the Service for other purposes (including commercial purposes) not stated herein, Customer must first obtain express permission from Cruzio Internet.

11. Indemnification

11.1 Customer agrees to protect, indemnify, defend, save and hold harmless Cruzio Internet and its officers and employees from any and all suits, proceedings, claims, liabilities, expenses, including reasonable attorneysʼ fees, damages, or rights of action caused by, arising from, or relating to damage to real or tangible personal property or personal injuries (including death) arising out of the gross negligence or willful misconduct of the Defending Party. 11.2 These indemnifications will survive this Agreement.

12. Succession, Assignability

12.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors or assigns.
12.2 Customer shall not assign, transfer, or dispose this Agreement or any of its rights or obligations hereunder without prior written consent of Cruzio Internet, which shall not be unreasonably withheld; provided, however, that Customer may assign or transfer this Agreement to a controlling or controlled affiliate or to a successor in the event of reorganization, including a merger or sale of substantially all of its assets, without the consent of Cruzio Internet. An assignment, transfer or disposition of this Agreement by Customer shall not relieve Customer of any of its obligations under this Agreement and shall subject assignee to all of the provisions of this Agreement. Notwithstanding the foregoing, Customer shall not license, lend, or sell Cruzio Internet Services to any third party.
12.3 Subject to Section 13 (Cruzio Internetʼs Remedies) hereof, Cruzio Internet shall have the right to assign this Agreement and to assign its rights and delegate its obligations and liabilities under this Agreement, either in whole or in part, to any party. Cruzio Internet shall provide notice to Customer as soon as possible of any assignment under this section.
12.4 Neither this Agreement, nor any term or provision hereof, nor any inclusion by reference shall be construed as being for the benefit of any person or entity not a signatory hereto.

13. Cruzio Internet’s Remedies

Customer agrees that any unauthorized use of the Services would result in irreparable injury to Cruzio Internet and/or its affiliates or licensors for which money damages would be inadequate. In such event Cruzio Internet and/or its affiliates and/or licensors, shall have the right to immediate injunctive relief against Customer, in addition to other remedies available at law and in equity. Nothing contained in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that Cruzio Internet, its affiliates and/or licensors may have, including but not limited to any claim for intellectual property infringement.

14. Severability

If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remainder of this Agreement will continue in full force and effect.

15. Entire Agreement

15.1 This MSA constitutes the entire agreement between the parties with respect to Customerʼs use of the Services as described in this Agreement or any part thereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Cruzio Internet.
15.2 In the event that Customer and Cruzio Internet have entered into multiple agreements (i.e., Supplement Agreements), the terms in each Supplement Agreement will apply to the specific services and/or products in connection with that Supplement Agreement. If any provision or portion of this Agreement contradicts any other agreement, in whole or in part, authorized by both Cruzio Internet and Customer, the portion in the Supplement Agreement shall supersede the portion in this Agreement and the remainder of this Agreement will continue in full force and effect.

16. Non-waiver

No course of dealing, course of performance or failure of either party strictly to enforce any term, right or condition of this Agreement shall be construed as a waiver of any term, right or condition.

17. Headings

All headings contained in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement or any clause.

18. Applicable Law

This Agreement and Customerʼs use of the Services will be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles. The construction, interpretation and performance of this Agreement shall be governed by the law of the State of California without regard to its conflicts of laws and provisions. Customer expressly consents that the state or federal courts located in Santa Cruz County, California, shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement or any claim involving Cruzio Internet, and Customer hereby covenants that it will not bring suit in any other jurisdiction.

19. Security

Cruzio Internet has implemented commercially reasonable technology and security features and policy guidelines consistent with customary standards in the computer and internet industry to safeguard the privacy of Customerʼs personally identifiable information from unauthorized access or improper use. All of Cruzio Internetʼs online forms that ask for credit card information (to order a service, or to make a payment) use the industry standard Secure Sockets Layer (SSL) encryption to protect the data in transit consistent with customary standards in the computer and internet industry. Any credit card information electronically stored by Cruzio Internet is also encrypted consistent with customary standards in the computer and Internet industry. Cruzio Internet does not guarantee that its systems and databases are immune from third party hacking.

20. Representation and Warranties

Each party represents and warrants that:

(i) It has full right and authority to enter into, execute, deliver and perform its obligations under this Agreement.
(ii) This Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms, subject to bankruptcy, insolvency, creditors’ rights and general equitable principles.
(iii) Its execution of and performance under this Agreement shall not violate any applicable existing regulations, rules, statutes or court orders of any local, state or federal government agency, court, or body.

Customer represents that they have the right to grant permission to Cruzio Internet and its agents, to enter service address to install, maintain and repair telecommunications facilities at Cruzio’s sole cost and expense, to be configured in a manner Cruzio deems most expedient for the provision of the services, to be used by Cruzio Internet to provide communication services to tenant and other occupants of the Property.

21. Sales or Dispositions

Nothing in this Agreement shall prevent or be construed to prevent Cruzio Internet from selling or otherwise disposing of any portion of Cruzio Internet’s network or other property of Cruzio Internet used for Customer’s connection, provided, however, that in the event of a sale or other disposition, Cruzio Internet shall condition such sale or other disposition subject to the rights of Customer under this Agreement. Cruzio Internet shall promptly notify Customer of the proposed disposition of Cruzio Internet’s network or other property used by Customer.

22. Copyright Infringements

22.1 It is Cruzio Internetʼs policy to conform to Title II of the Digital Millennium Copyright Act (17 U.S.C. 511 et seq.), which outlines an Internet Service Providerʼs (ISP) obligations if one of its subscribers offers infringing copy online. The statute describes “notice and take down” provisions, stating that once an ISP receives notice of the copyright infringement, it must take down the unauthorized material. In addition to adhering to those and other requirements, Cruzio Internet has designated an agent to receive notices from unhappy copyright owners. The registry of agents is maintained by the Library of Congress and, in our case, all emailed complaints should be sent to abuse@cruzio.com and include:

(i) An electronic or physical signature of the person authorized to act on behalf of the copyright owner.
(ii) A description of the copyrighted work that Customer claims has been infringed.
(iii) A description of where the material that Customer claims is infringing is located on the site.
(iv) Customerʼs address, telephone number, and email address.
(v) A statement by Customer of good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
(vi) A statement by Customer, made under penalty of perjury, that the above information in Customerʼs complaint is accurate and that Customer is the copyright owner or authorized to act on the copyright ownerʼs behalf.

22.2 By posting messages, inputting data, uploading or transmitting other content, or engaging in any other form of communication through the Service, Customer represents and warrants that:

(i) Customer owns or otherwise controls all applicable rights to the User Content and the like that Customer posts, uploads, transmits or displays.
(ii) The User Content is accurate.
(iii) The use of the User Content that Customer supplies does not violate third-party rights including without limitation any intellectual property rights, rights of publicity and privacy and will not cause injury to any person or entity.
(iv) Customerʼs User Content is not unlawful, abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, or otherwise inappropriate or harmful to any person (including any minor) or entity.
(v) Customerʼs User Content contains no viruses, worms, corrupt files, Trojan horses, or other forms of corruptive code, or any other content which may compromise the Service.
(vi) Customerʼs User Content does not advocate illegal activity.
(vii) Customerʼs User Content does not link to any prohibited content or activity.
(viii) Customer will indemnify and hold harmless Cruzio Internet, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for all claims resulting from User Content that Customer supplies.

In addition to the above, Customer acknowledges and agrees that Cruzio Internet may store and/or disclose, as applicable, any such content, including User Content, messages or material it is required to do so by law, or has a good faith belief that such storage or disclosure is reasonably necessary:

(i) To comply with court orders or other legal processes.
(ii) To enforce this Agreement.
(iii) To respond to any claims that such content (or Customerʼs use of the same), including User Content, violates any third party’s rights.
(iv) To protect the rights, property or personal safety of Cruzio Internet, its business partners, affiliates,licensors and/or customers, any other Cruzio Internet subscriber or member, or the general public.

22.3 Cruzio Internet trademarks and service marks and other Cruzio Internet logos and product and service names are trademarks of Cruzio Internet. Without Cruzio Internetʼs prior permission, Customer agrees not to display or use in any manner the Cruzio Internet marks.

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23. Privacy Policy

23.1 Cruzio Internet will not sell, trade or disclose to third parties any personally identifiable information derived from the registration for or use of a Cruzio Internet online service without the consent of Customer (except as required by subpoena, search warrant, government, judicial order, or other legal process). If Cruzio Internet, at its election, includes Customerʼs name and any other personally identifiable information in a directory that Cruzio Internet creates from information received as an online service provider, Cruzio Internet will give Customer the opportunity to have the information excluded from that directory. Business directories that Cruzio Internet creates may, however, contain similar information obtained from other sources.
23.2 Cruzio Internet will collect and use personally identifiable information for billing purposes, to anticipate and resolve problems with the Services, or to create and inform Customer of products and services that better meet Customerʼs needs. This means that Cruzio Internet may use Customerʼs personally identifiable information to market new Services to them that may be of interest to Customer, but Cruzio Internet will not disclose personally identifiable information to third parties who want to market products to Customer.
23.3 Partnerships with Third Parties:

(i) Cruzio Internet partners with Sonic Telecom and American Telephone & Telegraph (AT&T) to provide select services. If Customer purchases such services, Cruzio Internet must release some personally identifiable information to Sonic Telecom or AT&T and its affiliates. The privacy policies of Sonic Telecom and AT&T are not under Cruzio Internetʼs control and may differ from Cruzio Internetʼs. Sonic Telecom is the sole provider of Fusion Voice service.
(ii) Cruzio Internet partners with GKG.net and OpenSRS to provide domain name registration services. If Customer registers a domain name, Cruzio Internet must release some personally identifiable information to GKG.net or OpenSRS. The privacy policies of GKG.net and OpenSRS are not under Cruzio Internetʼs control and may differ from Cruzio Internetʼs. Additionally, when Customer registers a domain name, the information submitted to the domain name registrar becomes publicly available on the internet.
(iii) Cruzio Internet partners with OpenSRS to provide email services. The privacy policies of OpenSRS have been are not under Cruzio Internetʼs control and may differ from Cruzio Internetʼs. Except as required by law, OpenSRS will not directly solicit Users and will not give, sell, lease, license or rent Users’ personal information to any third party, unless required by law.
(iv) If Customer chooses to purchase ShopSite software and set up an online store, Customer will be asked if he or she would like to voluntarily register Customerʼs store for listing in the ShopSite directory. If Customer decides to register their store, Customer will be linked directly to the ShopSite website to provide this information. Cruzio Internet does not have control over the personally identifiable information submitted to ShopSite.
(v) Cruzio Internet may partner with other third parties to provide additional Services. Some information must be shared with the third party in order to provide these services. Information regarding third parties will be made available at the time of purchase of such products and/or Services.

23.4 Cruzio Internet will not read or disclose to third parties private email communications that are transmitted using Cruzio Internetʼs Services without Customerʼs permission, except as required to operate the Service, protect the network, or as otherwise authorized or required by law.

24. Disclosure

Cruzio Internet reserves the right at all times to disclose any information about Customer, Customer’s participation in and use of Cruzio Internet products and/or Services as Cruzio Internet deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at Cruzio Internet’s sole discretion. Unless Customer provides a directive in writing prior to ServiceStart Date, Cruzio Internet reserves the right to use Customer’s name, images and other information in training, technical and marketing materials.

25. Confidentiality

Customer acknowledges and agrees that during their use of the Services they may be exposed to Confidential Information. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Cruzio Internet, a customer, or any participant or user of the Services or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, Services, business affairs, any knowledge gained through examination or observation of or access to 877 Cedar St., computer systems and/or books and records of Cruzio Internet, any analyses, compilations, studies or other documents prepared by Cruzio Internet or otherwise derived in any manner from the Confidential Information and any information that Customer is obligated to keep confidential or know or have reason to know should be treated as confidential. Customerʼs participation in and/or use of the Services obligates them to maintain all Confidential Information in strict confidence; not to disclose Confidential Information to any third parties; not to use the Confidential Information in any way directly or indirectly detrimental to Cruzio Internet, or any participant or user of the Services. All Confidential Information remains the sole and exclusive property of Cruzio Internet or the respective disclosing party. Customer acknowledges and agrees that nothing in this Agreement or Customerʼs participation or use of the Services will be construed as granting any rights to them, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Cruzio Internet. The terms in this section shall survive this Agreement.

26. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, CRUZIO INTERNET MAKES NO WARRANTIES REGARDING THE SERVICES OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT AND MAKES NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON ASSOCIATED WITH CRUZIO INTERNET SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO CRUZIO INTERNET AND/OR CRUZIO INTERNETʼS ENTITIES, ASSOCIATES, AFFILIATES, LICENSORS, AND LICENSEES, AS APPLICABLE. CRUZIO INTERNET AND CRUZIO INTERNETʼS ENTITIES, ASSOCIATES, AFFILIATES, LICENSORS, AND LICENSEES DISCLAIM ANY WARRANTIES FOR SERVICES, INFORMATION, DATA OR GOODS RECEIVED THROUGH OR ADVERTISED ON CRUZIO INTERNETʼS SITE AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY CRUZIO INTERNETʼS SITE AND SERVICES. CUSTOMER AGREES THAT USE OF THE CRUZIO INTERNET WEBSITE AND THE SERVICE IS ENTIRELY AT CUSTOMERʼS OWN RISK WITH RESPECT TO ANY AND ALL MATTERS CONCERNING THE SERVICE AND CUSTOMERʼS USE OF THE SERVICE. CRUZIO INTERNET EXERCISES NO CONTROL WHATSOEVER OVER THE CONTENT, INCLUDING USER CONTENT, OF THE INFORMATION PASSING THROUGH ITS SYSTEMS. THE CRUZIO INTERNET SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND.

27. Limitation of Liability

CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT NEITHER CRUZIO INTERNET NOR CRUZIO INTERNETʼS VENDORS, SUPPLIERS, OR LICENSORS ARE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH:

(i) ANY ACT OR OMISSION BY CUSTOMER, OR ANOTHER PERSON OR COMPANY.
(ii) PROVIDING OR FAILING TO PROVIDE SERVICES, INCLUDING DEFICIENCIES OR PROBLEMS WITH CRUZIO INTERNETʼS PRODUCTS OR SERVICES.
TRAFFIC OR OTHER ACCIDENTS, OR ANY HEALTH-RELATED CLAIMS ALLEGEDLY ARISING FROM THE USE OF PRODUCTS AND SERVICES.
CONTENT OR INFORMATION ACCESSED WHILE USING CRUZIO INTERNETʼS SERVICES, SUCH AS THROUGH THE INTERNET.
INTERRUPTION OR FAILURE IN ACCESSING OR ATTEMPTING TO ACCESS EMERGENCY SERVICES.
EVENTS DUE TO FACTORS BEYOND CRUZIO INTERNETʼS CONTROL, INCLUDING ACTS OF GOD (INCLUDING, WITHOUT LIMITATION, WEATHER-RELATED PHENOMENA, FIRE OR EARTHQUAKE), WAR, RIOT, STRIKE, OR ORDERS OF GOVERNMENTAL AUTHORITY.

IN THE EVENT CRUZIO INTERNET IS FOUND TO BE RESPONSIBLE TO CUSTOMER FOR MONETARY DAMAGES RELATING TO THE SERVICES AND PRODUCTS, CUSTOMER AGREES THAT ANY SUCH DAMAGES WILL NOT EXCEED THE AMOUNT OF CRUZIO INTERNETʼS MONTHLY RECURRING CHARGES TO CUSTOMER FOR SUCH SERVICES AND PRODUCTS DURING THE AFFECTED PERIOD. EXCEPT AS OTHERWISE PROHIBITED BY LAW, ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE CLAIM ARISES.

28. Consequential or Other Damages

28.1 UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CRUZIO INTERNET OR CRUZIO INTERNETʼS ENTITIES, ASSOCIATES, AFFILIATES, LICENSORS, AND LICENSEES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE OF, RELIANCE ON, OR THE INABILITY TO USE, THE SITE, SERVICES, OR MATERIAL, OR FROM THE INTERRUPTION, NON- PERFORMANCE, SUSPENSION, OR TERMINATION OF CRUZIO INTERNETʼS SITE, SERVICES, AND MATERIAL (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), EVEN IF CRUZIO INTERNET AND/ OR CRUZIO INTERNETʼS ENTITIES, ASSOCIATES, AFFILIATES, LICENSORS, AND LICENSEES, AS APPLICABLE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
28.2 THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ADVICE, INFORMATION, DATA, SERVICES OR GOODS RECEIVED THROUGH, OR ADVERTISED ON CRUZIO INTERNETʼS SITE, SERVICES, AND MATERIAL OR RECEIVED THROUGH ANY LINKS PROVIDED IN CRUZIO INTERNETʼS SITE, SERVICES, AND MATERIAL.
28.3 WITHOUT LIMITING THE FOREGOING, CRUZIO INTERNET AND ITS ENTITIES, ASSOCIATES, AFFILIATES, LICENSORS, AND LICENSEES SHALL NOT BE LIABLE FOR ANY DELAY, INTERFERENCE OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OR CONDITIONS BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, FIRE OR OTHER CASUALTY OR ACCIDENT, INTERNET FAILURES, TELEPHONE EQUIPMENT FAILURES, ACTS OF GOD, SEVERE WEATHER CONDITIONS, WAR OR OTHER VIOLENCE, OR ANY LAW, ORDER, PROCLAMATION, REGULATION, ORDINANCE, DEMAND OR REQUIREMENT OF ANY GOVERNMENTAL AGENCY.

29. Arbitration of Disputes

29.1 IN THE EVENT THERE IS A DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, CRUZIO INTERNETʼS SERVICES, MATERIALS OR PRODUCTS, INCLUDING BILLING DISPUTES OR THE SUBJECT MATTER OF THIS AGREEMENT THAT THE PARTIES CANNOT MUTUALLY RESOLVE, THAT DISPUTE FIRST SHALL BE REVIEWED IN GOOD FAITH BETWEEN THE PARTIES BY EITHER GIVING THE OTHER WRITTEN NOTICE OF THE DISPUTE AND UNDERTAKING TO RESOLVE THAT DISPUTE THROUGH DISCUSSIONS FOR A PERIOD OF FORTY (40) BUSINESS DAYS FROM THE DELIVERY OF THE WRITTEN NOTICE OF DISPUTE. IF, DESPITE SUCH DISCUSSION, THE PARTIES CANNOT AGREE TO A RESOLUTION OF THE DISPUTE, THEN ANY PARTY SHALL HAVE THE RIGHT TO SUBMIT THE DISPUTE TO ARBITRATION BEFORE THE AMERICAN ARBITRATION ASSOCIATION IN SANTA CRUZ COUNTY, CALIFORNIA, UNLESS THE PARTIES AGREE TO AN ALTERNATE LOCATION OR ARBITRATION REVIEW ENTITY EVEN IF IT ARISES AFTER CUSTOMERʼS SERVICES HAVE TERMINATED.
29.2 THERE IS NO JUDGE OR JURY IN ARBITRATION, THIS INCLUDES ANY CLAIMS AGAINST OTHER PARTIES RELATING TO THE SERVICES, MATERIALS OR PRODUCTS PROVIDED OR BILLED TO CUSTOMER (SUCH AS SUPPLIERS, OR THIRD PARTY VENDORS) WHENEVER CUSTOMER ALSO ASSERTS CLAIMS AGAINST CRUZIO INTERNET IN THE SAME PROCEEDING. ANY AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN A COURT OF COMPETENT JURISDICTION.
29.3 IF FOR ANY REASON THIS ARBITRATION PROVISION DOES NOT APPLY TO A CLAIM, OR SHOULD, FOR ANY REASON, THIS ARBITRATION PROVISION BE DEEMED UNENFORCEABLE OR WAIVED, CRUZIO INTERNET AND CUSTOMER AGREE TO WAIVE TRIAL BY JURY. THIS PROVISION DOES NOT PREVENT EITHER CUSTOMER OR CRUZIO INTERNET FROM BRINGING APPROPRIATE CLAIMS IN SMALL CLAIMS COURT. CUSTOMER FURTHER AGREES:

(i) THAT NEITHER CRUZIO INTERNET NOR CUSTOMER WILL JOIN ANY CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
(ii) THAT NO CLAIM EITHER CRUZIO INTERNET OR CUSTOMER HAS AGAINST THE OTHER SHALL BE RESOLVED ON A CLASS-WIDE BASIS.
AND THAT NEITHER CRUZIO INTERNET NOR CUSTOMER WILL ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE.

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CRUZIO ENTERPRISE INTERNET TERMS OF USE

Download a PDF of “Cruzio Enterprise Internet Terms of Use”

This Enterprise Internet Terms of Use (hereinafter referred to as “Agreement”) is entered into by you and your corporate subsidiaries, corporate parents, affiliates, employees, agents, representatives, and other related personel (collectively “Customer”) and The Internet Store, Inc. doing business as Cruzio, Cruzio Internet, Cruzioworks, Cruzio Media, and Gatespeed (hereinafter referred to as “Cruzio Internet”). Cruzio Internet reserves the right to revise the terms in this Agreement at anytime without notice. Use of the Enterprise Internet Service (defined below) following a change to these terms constitutes agreement to the new terms. By signing this Agreement, physically or electronically, or by accessing or using the Enterprise Internet Service, Customer also agrees to the terms of the Cruzio Internet Master Services Agreement, all provisions of which are hereby incorporated by reference into this Agreement as though fully stated in this Agreement.
For the purpose of this Agreement, the following terms have the following definitions and meanings:
Enterprise Internet Service: Cruzio Internet shall provide Customer with a connection to the internet via wireless Point of Presence (PoP) and/or other means detailed on the corresponding Service Order
Customer Premise Equipment (CPE): equipment that is provided and owned by Cruzio Internet in or on the Service Premises
Service Premises: Customerʼs property that houses CPE

1. Access

1.1 Customer grants permission to Cruzio Internet and its agents to access customer property for installation, maintenance and operation of the Service and will provide reasonable access to Service Premises. Cruzio may disturb the ground to the extent reasonably necessary to construct, repair, and maintain the Service.
Facilities will be constructed and maintained by Cruzio and its agents in a commercially reasonable manner. Except in an emergency, Cruzio will make reasonable attempts to advise the Owner in advance of intended construction, repair or maintenance activities, to perform such activities within the hours of 8am and 6pm and, where possible and practical, to accommodate the Owner’s requests for rescheduling of such activities.
1.2 In addition to the local access provider charges set forth on the corresponding Service Order, Customer shall be responsible for all additional local service provider charges related to Customer’s Enterprise Internet Service, including but not limited to, costs of relocation of Enterprise Internet Services once installed, local service provider charges arising as a result of rescheduling of appointments by local service provider representatives, and all local service provider charges incurred for maintenance diagnostics that are determined to be caused by equipment not owned by or actions not authorized by Cruzio Internet. Local service shall be provided pursuant to the applicable tariffs.
1.3 Installation charges vary depending on antenna requirements and maximum radio throughput. Additional charges may apply for special installation engineering and/or expedited licensing.
1.4 Installation includes radios, antennas, and the port at the Cruzio Internet PoP. The interface provided is Ethernet. Customer is responsible for providing (or purchasing from Cruzio Internet) a compatible router. All CPE included with the installation remains the property of Cruzio Internet.

2. Term

Service start date shall be the day that Enterprise Internet Services are first delivered. Enterprise Internet Services will continue according to the terms detailed for Supplement Agreements in the Cruzio Internet Master Services Agreement, Section 3.1, Term.

3. Payment Obligations

3.1 Customer is responsible for all Enterprise Internet Services on their account. Payment is due in full on the first day of each month. Late fees may apply if payment is not received by Cruzio Internet within five (5) days of the due date. Account is in default if payment is not received within fifteen (15) days of the due date and may be suspended. Such interruption does not relieve Customer from past due and ongoing charges. Account may be closed if payment is not received within twenty five (25) days of its due date. Customer may be sent to a third party collections agency if payment is not received within sixty (60) days of due date.
3.2 Customer is required to have a current credit card or automated electronic funds transfer from a bank account (hereinafter referred to as “ACH”) on-file with Cruzio Internet. Customer hereby authorizes Cruzio Internet to charge the credit card or ACH on-file for any and all amounts owed to Cruzio Internet under this Agreement if Cruzio Internet is unable to collect owing amounts from Customer by other means. Payments by check, money order, or cashierʼs check should be made payable to Cruzio and delivered to 877 Cedar St. #150, Santa Cruz, CA 95060.
3.3 Any non-recurring fees detailed on the corresponding Service Order are due before installation.

4. Service Level Agreement

This Service Level Agreement (SLA) is only applicable to Enterprise Internet Services classed as Enterprise-grade. Enterprise Internet Services classed as Business-grade are not covered by this SLA. Check corresponding Service Order for clarification.
Outage: Customer is temporarily unable to utilize the Enterprise Internet Service and a trouble ticket has been opened as a direct result of such problem (excludes force majeure events as defined in the Cruzio Internet Master Services Agreement and scheduled maintenance)
4.1 Service Level Agreement Criteria:

(i) Network Availability: Cruzio Internetʼs network is guaranteed to be available and capable of forwarding IP packets 99.99% of the time, averaged over a calendar month excluding force majeure events and scheduled maintenance. Cruzio Internetʼs IP network includes the customer access port (the port on the Cruzio Internet aggregation router upon which the customerʼs circuit terminates) and the Cruzio Internet IP backbone network. The Cruzio Internet IP backbone includes Cruzio Internet owned and controlled routers and circuits, including any transit connections. Cruzio Internetʼs Network Availability guarantee does not include the customerʼs Local Area Network (LAN), Customer Premise Equipment (router or CPE), interconnections to or from and within other Internet Service Provider (ISP) networks, or Cruzio Internet dialup, broadband or hosting services.
(ii) Latency: The Cruzio Internet network is guaranteed to have an average round trip packet transit timewithin the Cruzio Internet backbone network over a calendar month of 65ms or less.
(iii) Bandwidth Guarantee: Cruzio Internet guarantees, for periods when the Enterprise Internet Service is available, that full port-to-port (customer premise border to the Cruzio Internet Gateway Border) circuit bandwidth is available for the Customerʼs use at all times excluding a force majeure event and scheduled maintenance. Bandwidth usage will be calculated by Cruzio Internet using the 95th percentile of samplings taken at five (5) minute intervals on a monthly basis. Samples are taken by Cruzio Internet via SNMP from the Cruzio switch or router port Customer is directly connected to and are the greater of input or output bits per second. 95th percentile is determined by sorting the sample data from smallest to largest and discarding the top five percent (5%), with the remaining largest sample designated as the 95th percentile.
(iv) Packet Loss Guarantee: The Cruzio Internet network is guaranteed to have a maximum average packet loss of one percent (1%) or less during any calendar month.

4.2 Customer shall be eligible to receive a pro-rated credit of amounts pre-paid, if any, in the event that Customer experiences an Outage. In the event of an Outage, Cruzio Internet will respond within thirty (30) minutes after receiving notification of the Outage from Customer and a trouble ticket is opened. After receiving notification of the Outage from Customer, Cruzio Internet shall begin work to restore the Enterprise Internet Service on its failed system. If Cruzio Internet fails to respond to a notification from Customer within thirty (30) minutes, Outage is said to have begun regardless of factors outlined in subsection 4.3 (i) below. Cruzio Internet shall maintain a twenty-four (24) hours a day, seven (7) days a week point-of-contact for Customer to report system issues and open a trouble ticket.
4.3 In the event that Cruzio Internet is unable to restore a portion of the Enterprise Internet Service as required hereunder, or in the event of an Outage, Customer shall be entitled to a credit for the prorated monthly recurring charges for the affected Enterprise Internet Services for all Outages in excess of five (5) minutes. Credit allowances, if any, shall be deducted from the charges payable by Customer hereunder and shall be expressly indicated on a subsequent bill to Customer. An Outage begins when Cruzio Internet is notified or becomes aware of the failure, whichever occurs first. An Outage ends when the affected line and/or associated station equipment is fully operative, subtracting any delay time associated with Cruzio Internetʼs ability to access the Service Premises.

(i) Credit Allowances do not apply to Outages caused by:
- (a) The negligence or acts of Customer and/or End User or its agents.
- (b) Failure of power.
- (c) Failure or malfunction of non-Cruzio Internet equipment or software.
- (d) Circumstances or causes beyond the control of Cruzio Internet or its agents including frequency conflicts.
- (e) Any period in which Cruzio Internet is not given access to CPE or the Service “Premises
- (f) A planned service Outage, unscheduled emergency maintenance, scheduled maintenance, alteration or implementation as described herein.
(ii) Customer must request in writing a credit allowance for an Outage within sixty (60) days of the date an Outage occurs or any claim for an allowance is waived. Unless otherwise specifically stated, Outages are not aggregated for purposes of determining the credit allowance.
(iii) Credit for Outages:
- Five(5)minutesorless-Nocredit
- Between five (5) minutes and one (1) hour – two percent (2%) of monthly service fees of the affected Enterprise Internet Services.
- Each hour above one (1) hour – An additional two percent (2%) of the monthly service fees of the affected Enterprise Internet Services, capped at fifty percent (50%) of the monthly service fees for any single Service Outage.
- All Outage Credits are capped at one hundred percent (100%) of the monthly service fees for all Outages to that same Enterprise Internet Services in any month.

4.4 Chronic Issue: Four (4) or more related creditable Outages of over one (1) hour (pursuant to Section 3 above) occuring over any thirty (30) consecutive day period.
Whenever a Customer reports to Cruzio Internet (or vice versa) that an Enterprise Internet Service has a Chronic Issue, Cruzio Internet shall perform a detailed investigation and report the findings to the Customer. Customerʼs right to receive credits shall not apply, however, in the event that any trouble is caused or contributed to, directly or indirectly, by any act or omission of Customer and/or End User, affiliates, agents or representatives. Once an issue is identified as a Chronic Issue, the Customer as its full, complete, and sole remedy, shall have the option to either

(i) Obtain Outage credits as set forth above.
(ii) Terminate the affected Enterprise Internet Services provided under this Agreement without liability, for the unexpired duration of the term, upon written notice to Cruzio Internet.

5. Equipment and Software

5.1 According to the terms outlined in this Agreement, Cruzio Internet is responsible for maintaining and operating CPE. If Customer has not purchased CPE, Cruzio Internet shall retain title to CPE and Customer shall promptly return all CPE to Cruzio Internet and/or promptly provide Cruzio Internet with reasonable access to Service Premises in order to recover the CPE, upon termination of this Agreement. For CPE owned by Cruzio Internet but in or on Service Premises, Customer shall protect Cruzio Internet’s title and keep the CPE free from any and all claims, liens, encumbrances, and legal processes. The CPE is property of Cruzio Internet and is not to be regarded as part of the real estate on which it may be situated. If requested by Cruzio Internet, Customer will, at Customer’s expense, furnish a landlord or mortgagee waiver with respect to the CPE. Also, Cruzio Internet may file UCC-1 Financing Statement of security interests with the California Secretary of State for all CPE in Customerʼs Service Premises. The CPE shall not be removed from any location without the written consent of Cruzio Internet. Customer shall, upon Cruzio Internet’s request, affix and maintain plates, tags or other identifying labels, showing ownership of the CPE in a prominent position on the CPE. The use of the CPE by Customer shall conform with all applicable laws, insurance policies, and warranties of the manufacturer or supplier of the CPE. Cruzio Internet shall have the right to inspect the CPE on the Service Premises.
5.2 Cruzio Internet shall not be responsible for the installation, operation, or maintenance of equipment or software (including, without limitation, cabling) not provided by Cruzio Internet as CPE (collectively, “non-Cruzio Internet equipment or software”). Impairment of Customer’s use of the Enterprise Internet Service due to non-Cruzio Internet equipment or software shall not relieve Customer of its payment obligation hereunder. Cruzio Internet shall not be responsible for any changes in the Enterprise Internet Service which may cause non-Cruzio Internet equipment or software to become obsolete, to require modification or alteration, or otherwise affect performance of equipment to be used as a gateway to the Enterprise Internet Service.
5.3 Customer shall make no repair, addition, alteration or attachment to the CPE which interferes with the normal operation or maintenance thereof, or which results in the creation of mechanic’s or materialman’s lien. Any damage done to CPE by Customer shall be repaired or replaced immediately at Customerʼs sole cost and expense, normal wear and tear accepted.

6. Workers’ Compensation

Cruzio Internet shall carry Workersʼ Compensation insurance to protect its employees during installation and maintenance of work. Workersʼ Compensation shall cover the entire liability of Cruzio Internetʼs employees as determined by California Laws.

7. Limitation of Liability

7.1 Cruzio Internetʼs liability to Customer for damages for any reason and under any theory of law whatsoever is limited to the replacement value of the damage or the total amount paid by Customer to Cruzio Internet for one (1) monthʼs service, whichever is lower. Cruzio Internet will not be liable for any failure to perform or damages caused by acts of God, force majeure (as defined in the Cruzio Internet Master Services Agreement) or other unforeseen event reasonably beyond Cruzio Internetʼs control including but not limited to power failures and internet interruptions, or by a negligent or willful act of Customer.
7.2 Cruzio Internet shall have no liability whatsoever for:

(i) Any damaged, lost, and/or stolen property or items in or on the Project belonging to Customer.
(ii) Theft or vandalism to property or items in or on the Project belonging to Customer.
(iii) Any personal injuries or death arising out of any matter relating to the use of the Project.

Customer releases Cruzio Internet from any and all liability for loss or damages to such property. Customer hereby waives on behalf of their insurance carriers all rights of subrogation against Cruzio Internet.

8. Indemnification

8.1 Customer agrees to protect, indemnify, defend, save and hold harmless Cruzio Internet and its officers and employees from any and all suits, proceedings, claims, liabilities, expenses, including reasonable attorneysʼ fees, damages, or rights of action caused by, arising from, or relating to damage to real or tangible personal property or personal injuries (including death) arising out of the gross negligence or willful misconduct of the Defending Party.
8.2 These indemnifications will survive this Agreement.

9. Disclaimer of Warranties

10. Disclosure

Cruzio Internet reserves the right at all times to disclose any information about Customer, Customerʼs participation in and use of Cruzio Internet products and/or Services as Cruzio Internet deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at Cruzio Internetʼs sole discretion. Unless Customer provides a directive in writing prior to Service Start Date, Cruzio Internet reserves the right to use Customerʼs name and site photographs in training, technical and marketing materials.

11. Confidentiallity

CRUZIO VELOCITY AND DSL TERMS OF USE

Download a PDF of “Cruzio Velocity and DSL Terms of Use”

This Velocity DSL Terms of Use (hereinafter referred to as “Agreement”) is entered into by you (hereinafter referred to as “Customer” or “you”) and The Internet Store, Inc. doing business as Cruzio, Cruzio Internet, Cruzioworks, and Gatespeed (hereinafter referred to as “Cruzio”). By signing this Agreement whether physically or electronically, or by accessing or using the Services described in this Agreement, Customer also agrees to the terms of the Cruzio Internet Master Services Agreement, all of the provisions of which are hereby incorporated into this Agreement as though fully stated in this Agreement.

1. Telephone Service

1.1 Cruzio Velocity and DSL services are inextricably tied to your voice telephone line. Any changes or interruptions to your telephone service could result in disruption of your Velocity or DSL service. Velocity and DSL customers must maintain a Sonic Fusion or AT&T telephone service in continuous working order to maintain the Velocity or DSL circuit. Any action, or inaction, resulting in the Sonic Fusion or AT&T telephone service being disconnected or changed (including changing the name associated with your AT&T service) will result in loss of DSL service.

1.2 Fusion voice telephone service is provided by Cruzio, The Internet Store, Inc. under agency for Sonic Telecom. If you have a complaint, you may contact Sonic Telecom at 1-888-766-4233. If you have a complaint that we cannot resolve, you may write the California Public Utilities Commission at Consumer Affairs Branch, 505 Van Ness Ave., San Francisco, CA 94102, or online at http://www.cpuc.ca.gov/puc/, or call 1-800-647-7570 or TDD 1-800-229-6846.

2. Velocity and DSL Speeds

Velocity and DSL speeds can vary depending on location, line quality, inside wiring, internet traffic, and other factors beyond the control of Cruzio Internet. Some line stabilization may be necessary for DSL service. Stabilization could include the lowering of provisioned line speed.

3. Payment Obligations

For information about Fusion Phone taxes and fees, please visit:

Fusion Phone taxes and fees

For information about Fusion Phone international rates, please visit:

Fusion Phone international rates

These rates are governed by Sonic.net, not by Cruzio, and they are subject to change at any time. Please refer to this list or Sonic.net before making any international calls that will incur charges, or if you have any questions regarding this list.

For information about Fusion Phone codes, please visit:

Fusion Phone Help

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CRUZIO COLO TERMS OF USE

Download a PDF of “Colo Terms of Use”

This Colocation Terms of Use (hereinafter referred to as “Agreement” or “TOU”) is entered into by you (“Customer”), as evidenced by use of the Colocation Services (specified on the corresponding Colo Sign-Up Form), and The Internet Store, Inc. doing business as Cruzio, Cruzio Internet, Cruzioworks, and Gatespeed (hereinafter referred to as “Cruzio Internet”). The terms contained in this Agreement apply to Customer and their Colo Associates (defined below), representatives, employees, contractors, agents, invitees, etc., using the Data Center and/or any Colocation Services. In addition, Customer’s online facilities, and those utilizing such online facilities, are subject to the terms of this Agreement. Cruzio Internet reserves the right to apply and enforce these terms so as to maintain the integrity, reliability and legality of the Data Center and Colocation Services. Cruzio Internet reserves the right to revise the terms in this Agreement at anytime without notice. Use of the Colocation Services following a change to these terms constitutes agreement to the new terms. By signing this TOU physically or electronically, or by accessing the Data Center and using the Colocation Services, Customer also agrees to the terms of the Cruzio Internet Master Services Agreement and the Cruzio Internet Coworking Terms of Use, all of the provisions of which are hereby incorporated by reference in this Agreement as though fully stated in this Agreement.

For the purpose of this TOU, the following terms have the following definitions and meanings:
Project: includes the Facility and the land upon which they are located, along with any improvements thereon.
Facility: includes Data Center, Common Areas, and the building
Common Area: all areas excluding offices and suites but within the Project, including but not limited to interior utility raceways and installations within the Project, excluding offices and suites, that are provided and designated by Cruzio Internet for the general non-exclusive use of Cruzio Internet, Customer and other customers for the Project including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, roadways, walkways, driveways, and landscaped areas
Data Center: room labeled “Data Center” within the Facility used to provide Colocation Services
Colocation Services: services detailed on the corresponding Service Order or Colo Sign-Up Form
Colo Associates: Customerʼs representatives, employees, contractors, customers, agents, invitees, and users on Customerʼs account. Any and all Colo Associates will abide by the terms and conditions in this Agreement
Customer Equipment: the computer equipment, software, networking hardware, or other materials placed by or for Customer in Cruzio Internetʼs Data Center

1. Building Rules

Cruzio Internet and the Data Center exist inside 877 Cedar, which means that Customer and Colo Associates must abide by the rules of the building. A copy of the building rules is available upon request. The building rules might change with time; continued use of the Colocation Services construes acceptance of the revised rules. Membership is terminable by Cruzio Internet without notice if building rules are violated.

2. Access

2.1 Only Customer and those individuals identified to Cruzio Internet in writing by Customer as its Colo Associates may access the Data Center. Customer may not allow any person other than its Colo Associates to access the Data Center or the Facility (i.e. no “tag alongs”). Cruzio Internet reserves the right to deny or restrict access to any Customer or Colo Associates that violate this Agreement and/or payment responsibilities.
2.2 Cruzio Internet may restrict access to the Data Center or the Facility for maintenance or repair, in an emergency and/or response to a governmental request.
2.3 Customer and its Colo Associates agree to adhere at all times to any reasonable security measures which may be established by Cruzio Internet with respect to the Data Center, Customer Equipment and all other equipment contained in the Data Center.
2.4 Customer acknowledges that Cruzio Internet is using closed circuit TV/audio and other surveillance measures. 2.5 By signing this TOU, Customer also agrees to the terms of the General Parking Agreement. Customer shall park in parking spaces marked “Cruzio” unless otherwise arranged with Cruzio Internet. A copy of the General Parking Agreement is available by request. Terms set forth in the General Parking Agreement may change with time. Continued use of the parking lot constitutes agreement to the terms in the General Parking Agreement.
2.6 This Agreement is not intended to and will not constitute a lease of or tenancy or other interest in the Data Center or other Cruzio Internet premises, the Cruzio Internet equipment or any other real or personal property. Customer shall not assign any interest in this Agreement or otherwise transfer or sublicense any part of the Colocation Services provided thereof or permit the use of the Facility by any party other than Customer, Customerʼs guests and Colo Associates.

3. Term

See corresponding Service Order and/or Colo Sign-Up Form. The Services will continue according to the terms detailed for Supplement Agreements in the Cruzio Internet Master Services Agreement, Section 3.1, Term.

4. Payment Obligations

4.1 Customer is responsible for all Colocation Services on their account. Payment is due in full on the first day of each month. Late fees may apply if payment is not received by Cruzio Internet within five (5) days of the due date. Account is in default if payment is not received within fifteen (15) days of the due date and access to the Data Center may be suspended. Such interruption does not relieve Customer from past due and ongoing charges. Customerʼs account may be closed if payment is not received within twenty five (25) days of its due date and access will be terminated. Customer may be sent to a third party collections agency if payment is not received within sixty (60) days of the due date.
4.2 Customer is required to have a current credit card or automated electronic funds transfer from a bank account (hereinafter referred to as “ACH”) on-file with Cruzio Internet. Customer hereby authorizes Cruzio Internet to charge the credit card or ACH on-file for any and all amounts owed to Cruzio Internet under this Agreement if Cruzio Internet is unable to collect owing amounts from Customer by other means. Payments by check, money order, or cashierʼs check should be made payable to Cruzio and delivered to 877 Cedar St. #150, Santa Cruz, CA 95060.
4.3 Any and all Service charges and fees accrued on Customerʼs account, whether applied by Customer, their Colo Associates, or other agents, are payable in full by Customer when balance is due. Customer is responsible for all Services on their account, including Services added by their Colo Associates.

5. Service Level Agreement

5.1 This Service Level Agreement (SLA) is only applicable to Colocation Services.
5.2 Cruzio Internet guarantees that its network will be available one hundred percent (100%) of the time in a given month, excluding scheduled maintenance or a force majeure event (as defined in the Cruzio Internet Master Services Agreement). This includes the network, infrastructure systems and all hardware components. Any hardware component failure will be fixed at no cost to the Customer. Network uptime includes functioning of all network infrastructure including routers, switches and cabling, but does not include services or software running on Customerʼs server. Network downtime exists when Customer is unable to transmit and receive data and is measured from the time the trouble ticket is opened. A credit of five percent (5%) of the monthly fee for each thirty (30) minutes of downtime, up to 100% of the monthly service fee for the affected server. All credits must be requested in writing by emailing office@cruzio.com within sixty (60) days of the date the downtime occurs or any claim for an allowance is waived.
5.3 Bandwidth usage will be calculated by Cruzio Internet using the 95th percentile of samplings taken at five (5) minute intervals on a monthly basis. Samples are taken by Cruzio Internet via SNMP from the Cruzio Internet switch or router port Customer is directly connected to and are the greater of input or output bits per second. 95th percentile is determined by sorting the sample data from smallest to largest and discarding the top five percent (5%) percent, with the remaining largest sample designated as the 95th percentile.

6. Effect of Termination

Upon termination of this Agreement:

(i) Cruzio Internet will cease providing the Colocation Services.
(ii) All Customer payment obligations under this Agreement, including but not limited to monthly service fees through the end of the term will become due in full immediately.
(iii) Within five (5) days, Customer will remove all of Customer Equipment and any other property from the Facility and return the Data Center to Cruzio Internet in the same condition as it was prior to Customer installation.

If Customer does not remove such property within the five (5) day period, Cruzio Internet, at its option and at Customerʼs expense, may remove and store any and all such property, return such Customer Equipment to the Customer, or dispose of such equipment without liability for any related damages. In addition, Cruzio Internet reserves the right to hold any Customer Equipment until it has received payment in full.

7. Use of Data Center

7.1 Customer and Colo Associates shall:

(i) Comply with the terms in this Agreement, law, and Cruzio Internetʼs rules and restrictions.
(ii) Present and deposit photo identification to the satisfaction of Cruzio Internet.
(iii) Respect the property and observe the rights of other customers.
(iv) Not enter restricted areas.

7.2 Customer shall make all installations and repairs which require Cruzio Internetʼs support or supervision only during Cruzio Internetʼs normal business hours unless otherwise arranged with Cruzio Internet.
7.3 Customer must keep the Data Center clean at all times. Customer may not store any paper products, cardboard, boxes or other materials in the Data Center. All empty boxes, crates and trash will be removed from the Data Center or discarded per Cruzio Internetʼs instructions. No flammable materials may be stored in the Data Center.
7.4 Customer may not bring, or make use of, any of the following into the Data Center:

(i) Food or drink, or other liquids.
(ii) Alcohol, illegal drugs or other intoxicants.
(iii) Ignited or previously ignited tobacco products.
(iv) Electro-magnetic devices.
(v) Explosives or pyrotechnics.
(vi) Radioactive materials.
(vii) Weapons.
(viii) Photographic or recording equipment.
(ix) Chemicals or hazardous materials.
(x) Any other material reasonably determined by Cruzio Internet to be inconsistent with the operation of the Data Center.

7.5 Smoking is not permitted at any time in or near the Data Center. Smoking outside of the Facility shall be in designated areas only.
7.6 Children under the age of sixteen (16) are not permitted in the Data Center.
7.7 In the event a convenience outlet is provided, Customer shall only use such outlet on a temporary basis and shall not use it for production.
7.8 Customer will be responsible for maintaining insurance coverage from all losses and damages for Customer Equipment and that of its Colo Associates located in the Data Center, and personal liability insurance for bodily injury and death for Customer and Colo Associates while present at the Data Center.

8. Equipment and Connections

8.1 All Customer Equipment must be certified by Underwriters Laboratories (UL Certified) and comply with local building code and applicable regulations of the Federal Communications Commission.
8.2 Customer must follow hot and cold aisle designations.
8.3 Cruzio Internet grants Customer the right to operate Customer Equipment in the Data Center as specified on the corresponding Service Order or Colo Sign-Up Form. Customer Equipment must be configured and run at all times in compliance with the manufacturer’s specifications, including electrical load, clearance and weight load requirements.
8.4 Cruzio Internet makes available certain tools and equipment for the temporary use by Customer at the Data Center. This equipment is provided in an “AS-IS” condition without any warranties of any kind. Customer may borrow and/or use any Cruzio Internet property or equipment, at its own risk, subject to

(i) The prior review and approval of Cruzio Internet
(ii) Any terms of use which Cruzio Internet places on such use.

8.5 Customer may not place equipment in the Data Center which is materially damaged, is of disputed title or otherwise subject to dispute.

9. Misconduct

Customer and its Colo Associates may not engage in the following activities (Cruzio Internet reserves the right to exclude anyone from the Facility who violates the following):

(i) damage, deface, misuse or abuse any property or equipment in the Data Center
(ii) act in a careless or reckless manner or otherwise threaten the orderly operation of the Data Center
(iii) make unauthorized contact or interference with any property or equipment of Cruzio Internet or any other customer of Cruzio Internet
(iv) use fraud, artifice or subterfuge to gain access to any area of the Data Center to which they are not authorized
(v) harass, threaten or harm any individual, including Cruzio Internet personnel and representatives or other customers of Cruzio Internet
(vi) engage in any activity that is in violation of the Law, or aid others in criminal activity while at the Data Center or in connection with the Colocation Services
(vii) allow unauthorized access to the Data Center.

10. Security

10.1 Customer shall cause all doors to the Facility to be closed and securely locked before leaving the Project. Doors will never be propped open or left ajar. Customer assumes full responsibility for protecting the Project and their own belongings from theft, robbery and pilferage, which includes keeping doors locked and secured. Customer assumes full responsibility for ensuring Colo Associates and guests abide by these terms and for escorting guests off Project. Failure to secure the Facility may result in charges.
10.2 Certain areas of the Project are monitored 24/7 by a video security system. Customer agrees that Customer may be recorded while on the Project and that Cruzio Internet will monitor these images and may use them for any legal purpose.

11. Insurance

Cruzio Internet carries Liability and Business Personal Property insurance; Customer and Colo Associates shall not be named as an additional insured therein. It is strongly suggested, but not required, that Customer provide insurance coverage naming Customer and Colo Associates as an additional insured against claims for bodily injury, personal injury, and equipment and personal or property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Project and all areas appurtenant thereto. The limit said Customer insurance shall not limit the liability of Customer or relieve Customer of any obligation hereunder.

12. Damages

12.1 Customer shall be responsible for any and all damage caused by them, Customerʼs guests, and Colo Associates. Customer will be billed for any damages caused by them, Customerʼs guests, or their Colo Associates. Customer shall replace any fixtures, equipment, or supplies missing from the Facility following the use of the Data Center. Customer is responsible for any loss or damage to the Data Center, Common Areas, Facility, or Project. This includes all damages to any equipment, fixtures, surfaces, including the ceiling, floors and floor finishes, restroom and plumbing, or other property. Customer agrees and acknowledges that Customerʼs liability for loss or damages is not limited to the amount of the deposits received by Cruzio Internet; additional fees may be applied at Cruzio Internetsʼ discretion including, but not limited to non refundable charges for damages, cleaning, materials/equipment, overages, etc.

13. Indemnification

13.1 Customer agrees to indemnify Cruzio Internet from any and all claims and liabilities arising from the use of the Data Center by Customer and Colo Associates.

14. Limitation of Liability

14.1 Cruzio Internetʼs liability to Customer for damages arising from accessing the Project for any reason and under any theory of law whatsoever is limited to the replacement value of the damage, or the total amount paid by Customer to Cruzio Internet for one (1) monthʼs service, whichever is lower. Cruzio Internet will not be liable for any failure to perform or damages caused by acts of God, force majeure (as defined in the Cruzio Internet Master Services Agreement) or other unforeseen event reasonably beyond Cruzio Internetʼs control including but not limited to power failures and Internet interruptions.
14.2 Cruzio Internet shall have no liability whatsoever for:

(i) Any damaged, lost, and/or stolen property or items in or on the Project belonging to Customer, Colo Associates, or Customerʼs guests.
(ii) Theft or vandalism to property or items in or on the Project belonging to Customer, Colo Associates, or Customerʼs guests.
(iii) Any personal injuries or death arising out of any matter relating to the use of the Project.

Customer, Colo Associates, and Customerʼs guests release Cruzio Internet from any and all liability for loss or damages to such property. Customer, Colo Associates, and Customerʼs guests hereby waive on behalf of their insurance carriers all rights of subrogation against Cruzio Internet.

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CRUZIO COWORKING TERMS OF USE

Download a PDF of “Cruzio Coworking Terms of Use”

This Coworking Terms of Use (hereinafter referred to as “Agreement” or “TOU”) is entered into by you and your corporate subsidiaries, corporate parents, affiliates, employees, agents, representatives, and other related personel (hereinafter referred to as “Customer”) and The Internet Store, Inc. doing business as Cruzio, Cruzio Internet, Cruzioworks, and Gatespeed (hereinafter referred to as “Cruzio Internet”). Cruzio Internet reserves the right to revise the terms in this Agreement at any time without notice. Use of the Project (defined below) following a change to these terms constitutes agreement to the new terms. By signing this TOU whether physically or electronically, or by accessing or using the Project, Customer also agrees to the terms of the Cruzio Internet Master Services Agreement, all of the provisions of which are hereby incorporated into this Agreement as though fully stated in this Agreement.

For the purpose of this TOU, the following terms have the following definitions and meanings:
Project: includes Facility, building, and the land upon which they are located
Facility: includes Common Area, Cruzioworks, and the building
Cruzioworks: basement, Common Area, offices and suites
Common Area: all areas outside of offices and suites but within the Project provided and designated by Cruzio Internet for the general non-exclusive use of Cruzio Internet, Customer and other customers for the Project, including but not limited to, interior utility raceways and installations, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, roadways, walkways, driveways, and landscaped areas
Conference Room: defined as having capacity for up to six (6) people (sometimes referred to as “Meeting Room”)

Classroom: defined as having capacity for up to twenty five (25) people
Services: Cruzio Internet shall provide Customer with products and resources including but not limited to items detailed on the corresponding Cruzioworks Sign-Up Form
Associate Members: Customerʼs representatives, employees, contractors, customers, agents, invitees, and users on Customerʼs account; any and all Associate Members will abide by the terms and conditions in this Agreement.

1. Building Rules

For the purpose of this section, see the 877 Cedar Street Owners Association Declaration of Covenants, Conditions, and Restrictions (“Building Rules”) for full details and definitions. Cruzioworks exists inside of 877 Cedar, which means that Customer must abide by the rules of the building. The building rules might change with time. Continued use of the Project construes acceptance of the revised rules. Membership is terminable by Cruzio Internet without notice if building rules are violated. A copy of the Building Rules is available upon request. The following are part of the Building Rules but do not detail the complete terms and conditions:

(i) Nothing may be done or kept in any portion of the Project, including the Common Area, which will increase any applicable rate of insurance or which will result in the cancellation of insurance or which would be in violation of any law.
(ii) Window coverings visible from the street or Common Area shall be beige, white, or off-white in color or lined in beige, white, or off-white, or as the case may be, of colors, materials and patterns which are approved by the Board of the Architectural Control Committee. Window advertising shall be at the discretion of Cruzio Internet except that the Board may require the removal or modification of any such advertising that it deems to be inappropriate for the Project. Political signage, including graphic images displayed for noncommercial purposes, that are visible from outside the Project where they are displayed require unanimous Board approval in advance of posting, to the fullest extent allowed by law.
(iii) All leases must be in writing.
(iv) Except as otherwise allowed by law, no signs shall be displayed to the public view on any portion of the Project, except as approved by the Board.
(v) No excessively noisy, smoky, or exhaust vehicles shall be operated on the Project.
(vi) Prohibited Uses include but are not limited to:
- (a) any use which emits an obnoxious or offensive odor, or involves a loud or disturbing noise or sound which can be smelled or heard outside the building, except for incidental odors or sounds associated with normal office or retail uses. Amplified sound is permitted on the ground floor after 6pm (consistent with the sound ordinance and regulations of the City of Santa Cruz);
- (b) any restaurant, food establishment, tavern, bar, or similar establishment within Cruzioworks or on the Project without prior approval of Cruzio Internet;
- (c) any operation primarily used as a warehouse operation and any assembling, manufacturing, refining, smelting, agricultural or mining operation.

2. Access

2.1 Cruzio Internet shall be in no way liable for any act or omission or failure of key card system and the key cards which may be provided for access to the Project. Lost or stolen key cards must be reported immediately. A charge will apply for replacement key cards. Unless otherwise arranged with Cruzio Internet, key cards provided shall be one per person authorized to have access to the Project regardless of the number of Services on Customerʼs Works account. Key cards will not be shared, copied or transferred. Additional fees, as reasonably determined by Cruzio Internet, will be applied to Customerʼs account due in full immediately if any of the terms in this paragraph are violated.

2.2 Unauthorized entry to the Facility, any office, suite, and/or workspace not so assigned to Customer in Suite #120 and/or Suite #150 may result in measures including immediate termination of this contract. In such event, Cruzio Internet shall have the right, but not the obligation, to take any legal action, including but not limited to prosecuting Customer to the full extent of the law.
2.3 2.3 Any and all of Customerʼs Associate Members will share access to Customerʼs cubicle, workstation, office or suite. Customer will be responsible for identifying Customerʼs Associate Members in writing to Cruzio Internet.
2.4 If there is a Security Question and Answer on Customerʼs account and an individual is able to provide Cruzio Internet with the Answer, it shall be understood that Customer has given said individual authorization to add, modify, and cancel any Services on Customerʼs account. It is Customerʼs sole responsibility to maintain the security of the Security Question and Answer. Customer can contact Cruzio Internet to update the Security Question and Answer at any time. Please be aware of section 4.3 for payment obligations.

3. Term

See the corresponding Cruzioworks Sign-Up Form for details. The Services will continue according to the terms detailed for Supplement Agreements in the Cruzio Internet Master Services Agreement, Section 3.1, Term.

4. Payment Obligations

4.1 Customer is responsible for all Services on their account. Payment is due in full on the first day of each month. Late fees may apply if payment is not received by Cruzio Internet within five (5) days of the due date. Account is in default if payment is not received within fifteen (15) days of the due date and access to Cruzioworks may be suspended. Such interruptions do not relieve Customer from past due and ongoing charges. If payment is not received within twenty five (25) days of the due date, Customerʼs account may be closed and access to Cruzioworks may be terminated. Customer may be sent to a third party collections agency if payment is not received within sixty (60) days of anniversary date.
4.2 Customer is required to have a current credit card or automated electronic funds transfer from a bank account (hereinafter referred to as “ACH”) on file with Cruzio Internet. Customer hereby authorizes Cruzio Internet to charge the credit card or ACH on file for any and all amounts owed to Cruzio Internet under this Agreement if Cruzio Internet is unable to collect overdue amounts from Customer by any other means. Payments by check, money order, or cashierʼs check should be made payable to Cruzio and delivered to 877 Cedar St. #150, Santa Cruz, CA 95060.
4.3 Any and all Service charges and fees accrued on Customerʼs account, whether applied by Customer, their Associate Members, or other agents, are payable in full by Customer when balance is due. Customer is responsible for all Services on their account, including Services added by their Associate Members or other agents.

5. Terminations

5.1 Cruzio Internet requires thirty (30) days prior written notice on all cancellation requests. Infrequent use or non-use of the Services does not alter the terms of this Agreement. Termination date will be the last day of the month after the thirty (30) days written notice. Any membership is terminable by Cruzio Internet with thirty (30) days notice with or without cause. Membership is terminable by Cruzio Internet without notice if these terms are violated. An early termination fee may apply according to term length (refer to Cruzio Internet Master Services Agreement for details). Upon termination of Services, Customer shall deliver to Cruzio Internet all keys, key cards, passes, etc. furnished by Cruzio Internet. A charge will be added to Customerʼs account, due in full immediately, if said keys are not returned promptly. Customer shall not make, or cause to be made, any such keys. Said keys shall be ordered solely from Cruzio Internet and Customer shall pay Cruzio Internet for any additional keys over and above the set(s) of keys originally furnished by Cruzio Internet. Upon expiration or termination of this Agreement, Customer will immediately remove all Customer equipment and any other property from Cruzio Internetʼs Project and return Cruzioworks to Cruzio Internet in the same condition as it was prior to Customer’s occupation, unless otherwise arranged with Cruzio Internet. If Customer does not remove such property, Cruzio Internet, at its discretion and at Customerʼs expense, may remove and store any and all such property, return such equipment and property to the Customer, or dispose of such equipment and property without liability for any related damages. In addition, Cruzio Internet reserves the right to hold any Customer equipment until it has received payment in full. Deposits, minus any costs for cleaning and damages, will be returned within thirty (30) days of termination. Upon termination, any mail delivered will be returned to sender, and any mail left on Project will be destroyed.
5.2 Cruzio Internet retains the right, in its sole discretion, to revoke permission for use of the Facility at any time and may cancel any membership when it is necessary for the safety, health, morality, welfare, protection of the Facility, is a disturbance to other customers, or violates any of these terms any rules or regulation of the City of Santa Cruz, etc. Cruzio Internetʼs cancellation of membership may result in forfeiture of all monies paid by Customer to Cruzio Internet including any deposits.

6. Conference/Classroom Room Hours

Conference/classroom room hours (hereinafter referred to as “Conference Room Hours”) that are included with a Coworking membership must be used within the term starting at a minimum of thirty (30) minutes per reservation. At least seven (7) days notice is required to reschedule or cancel Conference Room Hours reserved for the Classroom. At least forty eight (48) hours notice is required to reschedule or cancel Conference Room Hours reserved for the Conference Room. Hours used in the Classroom or Conference Room without a scheduled reservation, or beyond scheduled time, will be charged at double normal rates. Customer is responsible for Conference Room Hours booked by their Associate Members and any overages incurred by their Associate Members and/or any and all guests. Conference Room Hours used, but not scheduled, will still be deducted from Customerʼs remaining amount of hours or billed accordingly.

7. Common Areas

7.1 Cruzio Internet reserves the right to remove any objects in or on the Project deemed unsightly, hazardous, obstructive or for any other reason.

7.2 Customer must keep the Common Areas clean at all times and may not store any paper products, cardboard, boxes or other materials in the Common Areas. If Customer, their Associate Members, or guests cause any damage or leave any portion of the Common Areas unclean or disorganized, Cruzio Internet will assess a fee which Customer will pay upon billing.
7.3 Customer will be billed and agrees to pay for any usage, disorganization and/or damages caused by them, their Associate Members, or guests.
7.4 Cruzio Internet occasionally uses the Project for community events. Cruzio Internet will do its best to accommodate any inconveniences during events.
7.5 Cruzioworks is monitored 24/7 by a video security system. Customer agrees that they may be recorded while in the Cruzioworks space, and that Cruzio Internet will monitor these images and may use these images for legally authorized purposes.
7.6 No posters, pictures or other material will be posted in Common Areas without prior written consent from Cruzio Internet. All windows and glass doors are categorized as Common Area.
7.7 By agreeing to this TOU, Customer also agrees to the terms of the General Parking Agreement. Customer shall park in parking spaces marked “Cruzio” unless otherwise arranged with Cruzio Internet. A copy of the General Parking Agreement is available upon request. Terms set forth in the General Parking Agreement might change with time, so it is Customerʼs responsibility to check with Cruzio Internet for changes.

8. Acceptable Use

8.1 Except with the prior written consent of Cruzio Internet, Project shall be used for general office use only (“general office use” as defined by Cruzio Internet).
8.2 No cooking shall be done or permitted on the Project without prior approval of Cruzio Internet.
8.3 Project may not be used for lodging.
8.4 Project, equipment, supplies, and other Services may not be sublet or resold without prior written consent of Cruzio Internet.
8.5 Wireless Internet Policy: Wireless access to the Internet is provided during the term of this TOU. Customer has no proprietary or ownership rights to a specific IP or other address, log-in name, or password that Customer uses on Cruzio Internetʼs network. Cruzio Internet may change Customerʼs IP address, log-in name or password at any time. Cruzio Internet will assign Customer an IP address each time they access the wireless internet services, and it will vary. Customer may not assign their own log-in name, password or IP address to any other person. Customer wifi devices may only be installed in private offices located on the Project and only if dedicated internet connection has been purchased for that office. All Customer wifi devices must operate on a channel designated by Cruzio Internet. Power should be turned down on wifi units to reduce coverage to Customerʼs office only. Customer wifi devices must be password protected with at least WPA security and should not have “Cruzio” anywhere in the SSID. Cruzio Internet reserves the right to disable internet connectivity to any device deemed by Cruzio Internet to be interfering with Cruzioworks wifi, or for any other reason as determined by Cruzio Internet.
8.6 Without prior written permission from Cruzio Internet, Customer shall not install, maintain or otherwise locate on the Project any computer server of any kind, whether hardware or software.

9. Safety

9.1 Customer shall not bring upon, use or keep in or on the Project, (i) kerosene, gasoline or flammable, combustible or explosive fluid or material, (ii) any method of heating or air conditioning other than that supplied by Cruzio Internet, (iii) alcohol, illegal drugs or other intoxicants, (iv) explosives or pyrotechnics, (v) weapons, (vi) any pets, animals, birds, fish, reptiles, or insects, other than Seeing Eye and Service Animals, (vii) any other material reasonably determined by Cruzio Internet to be inconsistent with the operation of the building.
9.2 Smoking, burning of candles, incense or other sources of open or smoldering flame are not allowed on the Project anywhere in the Facility.
9.3 Customer is responsible for Associate Members listed on their account and any and all guests.

10. Insurance

Cruzio Internet carries Liability and Business Personal Property insurance; Customer and Associate Members shall not be named as an additional insured therein. It is strongly suggested, but not required, that Customer provide insurance coverage naming Customer and Associate Members as an additional insured against claims for bodily injury, person injury, and equipment and personal or property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Project and all areas appurtenant thereto. The limit of said Customer insurance shall not limit the liability of Customer or relieve Customer of any obligation hereunder.

11. Construction and Utilities

Customer is prohibited from (i) directing electricians to where and how telephone and other wires are to be introduced, (ii) boring or cutting of wires, (iii) installing linoleum, tile, carpet or other floor covering, (iv) changing or installing locks on doors, (v) installing any permanent fixtures or making any changes to physical surroundings without express written permission from Cruzio Internet to be issued or withheld at the sole discretion of Cruzio Internet.

12. Liability

Notwithstanding the negligence or breach of this Agreement by Cruzio Internet or Cruzio Internetʼs agents, Cruzio Internet shall have no liability whatsoever for:

(i) any data, business or other losses as a result of service interruptions, electrical surges, theft, viruses, malicious attack or any other acts or omissions that interfere with the use of the Service
(ii) any damaged, lost, and/or stolen property or items in or on the Project belonging to Customer, Associate Members, or guests;
(iii) theft or vandalism to Customerʼs or Associate Members property or items in or on the Project;
(iv) any personal injuries or death arising out of any matter relating to the Project;
v) injury to Customerʼs business or for any loss of income or profit therefrom.

Customer and Associate Members hereby waive on behalf of their insurance carriers all rights of subrogation against Cruzio Internet or Cruzio Internetʼs agents.

13. Security

13.1 Customer shall cause all doors to the Project to be closed and securely locked after entering and before leaving the Facility. Doors will never be propped open or left ajar.
13.2 Customer assumes full responsibility for protecting the Project and their own offices, workstations, and any property, personal or otherwise, from theft, robbery and pilferage, which includes keeping doors locked and secured and never providing access to any unauthorized persons known or unknown.
13.3 Customer assumes full responsibility for ensuring guests abide by these terms and for escorting all guests off Project. Customer is responsible for their Associate Members and any and all guests on to the Project and in each case will indemnify and hold Cruzio Internet, its employees, agents, representatives, and principals harmless from any claims or liabilities arising therefrom.
13.4 Cruzio Internet shall have the right to enter the Facility and all parts thereof at any and all times. Cruzio Internet may always restrict access to any part of the Project for reasons including but not limited to scheduled maintenance, in the event of an emergency, in response to a governmental request.

14. Promotion, Advertising, and Copyright

Without the prior written consent of Cruzio Internet, Customer shall not use the name Cruzio Internet in connection with, or in promoting or advertising their business.

15. Disclosure

16. Confidentiality

16.1 Customer acknowledges and agrees that during their participation in and use of the Project/Services they may be exposed to Confidential Information and that participation in and/or use of the Project/Services obligates them to maintain all Confidential Information in strict confidence, not to disclose Confidential Information to any third parties and not to use the Confidential Information in any way directly or indirectly detrimental to Cruzio Internet, or any participant or user of the Project. “Confidential Information” shall mean all information, in whole or in part, that is disclosed by Cruzio Internet, a customer, or any participant or user of the Project or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. All Confidential Information remains the sole and exclusive property of Cruzio Internet or the respective disclosing party. Confidential Information shall mean all information, in whole or in part, that is disclosed by Cruzio Internet, a customer, any participant or user of the Project or any employee, affiliate, or agent thereof, that is nonpublic, confidential or proprietary in nature. Confidential Information may include, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the Facilities, computer systems and/or books and records of Cruzio Internet, any analyses, compilations, studies or other documents prepared by Cruzio Internet or otherwise derived in any manner from the Confidential Information and any information that Customer is obligated to keep confidential or know or have reason to know should be treated as confidential.
16.2 Customer acknowledges and agrees that nothing in this TOU or Customerʼs participation or use of the Project will be construed as granting any rights to them, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of Cruzio Internet, or any participant or user of the Project. The terms in this section shall survive this Agreement.

17. Mail and Deliveries

Cruzio Internet is neither responsible for any mail delivered to the Project nor for the condition of any packages delivered to the Project.

CRUZIO EVENTS ROOM TERMS OF USE

Download a PDF of “Events Room Terms of Use”

This Events Terms of Use (hereinafter referred to as “Agreement”), is entered into by you (hereinafter referred to as “Customer”) and The Internet Store, Inc. doing business as Cruzio, Cruzio Internet, Cruzioworks, and Gatespeed (hereinafter referred to as “Cruzioworks”). “Customer” shall include Customerʼs corporate subsidiaries, as well as corporate parents, affiliates, agents, employees, representatives, and other related companies and/or personnel. Violating any of these policies grants Cruzioworks the authority to take action to restrict or terminate Customerʼs access to the services. Cruzioworks reserves the right to revise the terms in this Agreement at any time without notice; use of the services following a change to the terms constitutes agreement to the new terms. By signing this Agreement, whether physically or electronically, or by accessing or using the services described in this Agreement, Customer also agrees to the terms of the Cruzio Internet Master Services Agreement, all of the provisions of which are hereby incorporated by reference into this Agreement as though fully stated in this Agreement.

For the purposes of this document, the following words have the following definitions and meanings:
Event Space: may be one, all, or any combination of the following areas in Suite #150 and/or Suite #120 as described on the Events Sign-Up Form. Cruzioworks must approve and process the Events Sign-Up Form before the Event can be confirmed
Project: includes Facility and the land upon which they are located
Facility: includes Event Space, Common Areas, basement, and the building
Common Area: all areas excluding offices and suites but within the Project, including but not limited to interior utility raceways and installations within the Project, excluding offices and suites, that are provided and designated by Cruzioworks for the general non-exclusive use of Cruzioworks, Customer and other customers for the Project including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, roadways, walkways, driveways, and landscaped areas
Conference Room: defined as having capacity for up to six people
Classroom: defined as having capacity for up to 25 people
Atrium: defined as having capacity of 250 people

1. Building Rules

Cruzioworks exists inside of 877 Cedar, which means that Customer must abide by the rules of the building. A copy of the Building Rules is available upon request. The Building Rules might change with time; continued use of the Event Space construes acceptance of the revised rules. Event is terminable by Cruzioworks without notice if Building Rules are violated.

2. Access

2.1 Customer will receive the level of access necessary for the event. Cruzioworks shall have the right to enter the Facility and all parts thereof at any and all times during a scheduled event.

2.2 Unauthorized entry to the Facility, any office, suite, and/or workspace by Customer or Customerʼs guests in Suite #120 and/or Suite #150 may result in measures including immediate termination of this contract; in such event, Cruzioworks shall have the right, but not the obligation, to take any legal action, including but not limited to fully prosecuting Customer to the full extent of the law.

3. Term

See Events Sign-Up Form for details.
All event date and time requests must be made at least two (2) weeks prior to the date of the event. Events are permitted at the sole discretion of Cruzioworks and are based on availability. Event Space is available for a limited amount of time/occurrences per month.

4. Payment

A security deposit is required to reserve the Event Space. Cruzioworks shall not be required to approve the date and time of the event until Customer provides the security deposit and other event fees in the amount described on the Events Sign-Up Form. Full payment is due at least two (2) weeks before the event takes place. The security deposit will be refunded no later than thirty (30) days after the event if there are no damages or additional cleaning costs or fees for the Event Space. Usage and access beyond the time specified on the Events Sign-Up Form will be billed in whole hours at the current hourly rate and begin accruing five (5) minutes after the reservation expires. Event Space must be returned to its original condition at the end of the allotted time. Setup, breakdown, and cleanup must be completed within allotted time. An additional fee may be assessed should the Event Space not be returned to the configuration pictured in the default setup placard posted. This includes, but is not limited to, the placement of furniture and the cleanliness of the Event Space. Any change to event date, hours, location, number of attendees, etc. may result in additional charges. Should Customer or Customerʼs guests neglect to recover personal property in the Facility after the event, Cruzioworks, at its option and at Customerʼs expense, may remove and store any and all such property, return property to Customer, or dispose of property without liability for any related damages. In addition, Cruzioworks reserves the right to hold any Customer property until it has received payment in full.

5. Cancellation/Rescheduling

Any cancellation or changes to the date, time, or Event Space must be made at least two (2) weeks prior to the date of the event. If less than two (2) weeks notice is given, additional fees may apply and/or Cruzioworks may set refund limitations. If the attendees do not arrive at the scheduled time, Customer shall be responsible for the full fee. Occasionally, Cruzioworks is compelled to cancel or reschedule events for a variety of reasons and will undertake reasonable efforts to provide at least seventy two (72) hours notice if possible (pursuant to section 14. Right to Revoke Permit). Unless indicated otherwise, if Cruzioworks cancels an event, Customer will receive a full refund and will have the option to reschedule the event (subject to availability). If an event takes place over several days and only one day is cancelled, only a partial refund may be payable corresponding to the day(s) cancelled.

6. Parking

Cruzio-designated parking spots in the parking lot behind the Facility are available on a first-come, first-served basis. Attendees may park in Cruzio-designated spots after 5 PM Monday through Friday, after 2 PM Saturday, or all day on Sunday. Attendees also have the option to park other parking facilities downtown.

7. Use

7.1 Customer and Customerʼs guests shall: (i) comply with the terms in this Agreement, law, and Cruzio Internetʼs rules and restrictions; (ii) present and deposit photo identification to the satisfaction of Cruzio Internet; (iii) respect the property and observe the rights of other customers; and (iv) not enter restricted areas.

7.2 Music and sound amplification is not allowed without express written permission from Cruzioworks. All sound amplification must follow the noise ordinance in the downtown area. All music must end at 10:00 PM.

7.3 Smoking is not prohibited in or on any area of the Project.

7.4 Alcoholic beverages are not permitted on Project without written consent from Cruzioworks prior to Event.

7.5 No food is allowed on Project without express written permission from Cruzioworks. Cooking is not allowed in the Facility. All food must be prepared off site. Warming appliances are allowed but must not damage the electrical system in the Facility. All food waste must be disposed of in a trash container and not put down any sink or drain in the building. A sink is provided only to wash hands, rinse utensils and dishes, etc. All trash/recyclables must be securely bagged and taken to the kitchen; Cruzioworks will dispose of it. Customer will not leave food from event in the kitchen, refrigerator, or freezer. Food left behind will be disposed of without warning.

7.6 Children must be supervised at all times.

7.7 No animals, pets, birds, fish, reptiles, or insects other than Seeing Eye and Service Animals are allowed on Project.

8. Equipment

Cruzioworks equipment may be available for use at the Event Space and at such rental rate for approximately such time as is stated on the Events Sign-Up Form. Equipment shall be returned in the same condition in which it was rented. Customer is financially responsible for replacement or repair of missing or broken equipment.

9. Indemnification

Customer agrees to protect, indemnify, defend, save and hold harmless Cruzioworks and its officers and employees from any and all claims, liabilities, damages or right of action directly or indirectly arising out of the use of the Facility and from the activities of the Customer and Customerʼs guests during the rental period. Cruzioworks will not be liable for the safety of Customerʼs guests.

10. Limitation of Liability

10.1 Cruzioworksʼs liability to Customer for damages arising from rental or use of the Event Space for any reason and under any theory of law whatsoever is limited to the total amount paid by Customer to Cruzioworks in rental fees and deposits. Cruzioworks will not be liable for any failure to perform or damages caused by acts of God, force majeure or other unforeseen event reasonably beyond Cruzioworksʼs control including but not limited to power failures and internet interruptions.

10.2 Cruzioworks shall have no liability whatsoever for:

(i) any damaged, lost, and/or stolen property or items in or on the Project belonging to Customer or Customerʼs guests
(ii) theft or vandalism to property or items in or on the Project belonging to Customer or Customerʼs guests
(iii) any personal injuries or death arising out of any matter relating to the use of the Project.

Customer and Customerʼs guests release Cruzioworks from any and all liability for loss or damages to such property. Customer and Customerʼs guests hereby waive on behalf of their insurance carriers all rights of subrogation against Cruzioworks.

11. Disclosure

Cruzioworks reserves the right at all times to disclose any information about Customer, Customerʼs participation in and use of Cruzioworks products and/or services as Cruzioworks deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, at Cruzioworksʼ sole discretion.

12. Damages

Customer shall be responsible for any and all damage caused by any person or persons in attendance. Customer shall replace any fixtures, equipment, or supplies missing from the Facility following the use of the Event Space. Customer is responsible for any loss or damage to the Event Space, Common Areas, Facility, or Project. This includes all damages to any equipment, fixtures, surfaces, including the ceiling, floors and floor finishes, restrooms and plumbing, or other property. Customer agrees and acknowledges that Customerʼs liability for loss or damages is not limited to the amount of the deposits received by Cruzioworks; additional fees may be applied at Cruzioworksʼ discretion including, but not limited to non refundable charges for damages, cleaning, materials/equipment, overages, etc.

13. Assignment and Sub-licensing

Customer shall not assign any interest in this Agreement or otherwise transfer or sublicense the Facility or any part thereof or permit the use of the Facility by any party other than Customer and Customerʼs guests.

14. Right to Revoke Permit

Cruzioworks retains the right, in its sole discretion, to revoke permission for use of the Facility at any time and may cancel any event when it is necessary for the safety, health, morality, welfare, protection of the Facility, is a disturbance to other customers or building tenants, violates these terms or any rules or regulations of the City of Santa Cruz, etc. Cruzioworksʼ cancellation of any event may result in forfeiture of all monies paid by Customer to Cruzioworks including any deposits.

15. Security

15.1 Customer shall cause all doors to the Project to be closed and securely locked before leaving the Facility. Doors will never be propped open or left ajar. A doorbell will be provided at Customerʼs request. Customer assumes full responsibility for protecting the Project and their own belongings from theft, robbery and pilferage, which includes keeping doors locked and secured. Customer assumes full responsibility for ensuring guests abide by these terms and for escorting guests off Project.

15.2 The Event Space is monitored 24/7 by a video security system. Customer agrees that Customer may be recorded while in the Event Space and that Cruzioworks will monitor these images and may use them for publicity purposes. Please note that Customerʼs event does NOT take precedence over normal business activity; be aware that if the event is in a Common Area, Cruzioworks employees and Coworking members will have access to the space, as well, unless otherwise arranged with Cruzioworks.

16. Responsible Person

The Customer shall designate a responsible person to remain on site during the event to be responsible for the conduct of all guests, and to be available to do a check out walk through with Cruzioworks at the end of the event (see section 15. Security for details).

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TRANSPARENCY DOCUMENT

Introduction:

Cruzio has been a pioneer since the first days of the internet. Now more than ever, we’re committed to its founding principles, protecting the open internet and championing net neutrality.

In December of 2017, the Federal Communications Commission voted to dismantle 2015 Title II regulations and the 2010 FCC Open Internet Order which protected consumers from predatory pricing and unequal network management practices. By removing bans on blocking, throttling, and prioritizing content, the FCC has opened the door to internet service providers wishing to prioritize content and monetize internet traffic.

At the moment, big corporate ISPs – who are also largely responsible for pushing the repeal – are promising to abide by net neutrality principles of their own volition, assuring consumers that they will uphold these practices without regulation. So, instead of banning these practices, the FCC now requires ISPs to publicly disclose network management practices on a “publicly available, easily accessible website.”

Below is Cruzio Internet’s transparency disclosure, which is reflective of what our policy has always been – we believe in net neutrality and a free and open internet. The rule change will not change our principles or our commitment to our community.

Network Management Policies:

Blocking: Cruzio does not engage in any practice that blocks or otherwise prevents end user access to lawful content, applications, service, or non-harmful devices, including a description of what is blocked.

Throttling: Cruzio does not engage in any practice that degrades or impairs access to lawful internet traffic based on content, application, service, user, or use of a non-harmful device.

Affiliated Prioritization: Cruzio does not engage in any practice that directly or indirectly favors some traffic over other traffic, including through use of techniques such as traffic shaping, prioritization, or resource reservation, to benefit an affiliate.

Paid Prioritization: Cruzio does not engage in any practice that directly or indirectly favors some traffic over other traffic, including through use of techniques such as traffic shaping, prioritization, or resource reservation, in exchange for consideration, monetary or otherwise.

Congestion Management: Cruzio does not engage in any practice to limit reasonable customer usage nor impose penalties for bandwidth consumption for reasonable household use.

Application-Specific Behavior: Cruzio does not engage in any practice to block or rate-control specific protocols or protocol ports, modify protocol fields in ways not prescribed by the protocol standard, or otherwise inhibit or favor certain applications or classes of applications.

Device Attachment Rules: Cruzio does not engage in any practice to restrict the types of devices that connect to the network. For certain residential products (such as FTTN and IP Broadband services), equipment is supplied, and an equipment fee is applicable. For certain commercial products, customers must use the supplied router to maintain network integrity.

Security: Cruzio does not engage in any practice that could possibly jeopardize network security or customer information. Cruzio does have a few industry-standard practices in place to keep our customers protected. We monitor our network for abuse, hacking, and DoS attacks. When we see this type of activity on a customer’s account, we may contact them or suspend their account until the issue is resolved. Customers experiencing a DoS attack may be blocked so as to not impact other customers until the issue is resolved. These practices are only for temporary use and to protect the security of our customers.

Performance Characteristics:

Service Description: Cruzio provides internet services via Fiber, fixed wireless, VDSL, ADSL, and DSL. All services are location based. Actual speeds vary by product and location.

Impact of Specialized Services: Cruzio does not offer specialized services which negatively affect last-mile capacity.

Commercial Terms:

Pricing: Pricing is determined by product. Services and ability to acquire specific services are geographically based. For information on product availability and pricing at your address, visit Cruzio.com

Privacy Policies: Cruzio Internet respects customer privacy and is firmly against participating in the practice of collecting and selling consumer data. We have never seen customer data as a profit center and are vocal about consumer rights to privacy. For more detailed information, please take a look at our privacy policy: https://cruzio.com/terms-use/#privacy

Redress Options:

Please email cruzio.com/contact if you have any questions or concerns.

Cruzio is committed to your privacy and the preservation of an open, net neutral internet.

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