Colocation Agreement

Colocation Services Terms and Conditions

Effective Date: October 20, 2024

These Terms and Conditions ("Agreement") govern the colocation services provided by Poppy Inc DBA HostPoppy ("Provider") to the client ("Client"). By using Provider's services, Client agrees to the following terms:

1. Service Description
   Provider will supply colocation services to Client as described in the Service Order ("SO"). This includes the physical space and power for Client's equipment at Provider's data center facility.
2. Delivery and Installation of Equipment
• Shipping:Client is responsible for shipping their equipment to Provider's facility. Provider assumes no responsibility for damage to equipment during transport.
• Installation:Upon receipt of equipment, Provider will place the equipment in the allocated space and connect it to the power and network as per the SO.
• Insurance:Client is responsible for insuring their equipment during transport and while on-site.
3. Uptime Guarantee and Service Credits

• 3.1 Uptime Guarantee
  Provider guarantees 99.99% uptime for network and power availability in the colocation facility.
• 3.2 Definition of Downtime
  "Downtime" is defined as any period where the Client’s colocation services are unavailable due to a failure in Host Poppy’s infrastructure, causing an inability to access or utilize the service. Downtime is measured from the time the outage is reported by the Client via phone or support ticket, until the service is restored.
• 3.3 Exclusions to Downtime
  The following are excluded from the definition of Downtime and do not qualify for credit under this policy:

• Scheduled maintenance, for which the Client will be notified in advance.
• Emergency maintenance necessary to protect the integrity of the network.
• Downtime caused by third-party services or applications.
• Downtime resulting from the Client’s own hardware or software issues.
• Power outages or failures outside of HostPoppy’s control (e.g., failures of the utility provider).
• Network disruptions caused by cyberattacks, such as Distributed Denial of Service (DDoS) attacks, that are beyond the control of Host Poppy.
• Issues caused by misconfigurations or failures on the Client’s end.

• 3.4 Service Credits
  For each full hour of Downtime (as defined in Section 3.2), the Client will be eligible for a 5% credit of that month's total bill, up to a maximum of 100% of the monthly invoice. Credits are issued in the form of HostPoppy credit, which can be applied to future invoices or other services offered by Host Poppy. These credits are non-transferable, non-redeemable for cash, and if unused by the Client before canceling services, they will be forfeited.
• 3.5 Claiming Service Credits
  To claim a service credit, the Client must report the outage by calling HostPoppy at (415) 520-4678 or by opening a support ticket. Service credits will only be issued for Downtime incidents that are properly reported and verified by Host Poppy.

4. Use of Equipment
   Client is responsible for ensuring that their equipment is used in compliance with all applicable laws, regulations, and industry standards. Client shall not use the equipment for any illegal or prohibited activity. Provider reserves the right to disconnect equipment found in violation of these terms without prior notice.
5. Client Expectations and Acceptable Use
• Lawful Use:Client agrees that their equipment and any related services will only be used for lawful purposes. Client will not engage in any activities that violate local, state, federal, or international laws, including but not limited to illegal data hosting, copyright infringement, fraud, or other prohibited activities.
• Security Measures:Client is responsible for implementing adequate security measures to protect their equipment, data, and network infrastructure.
• Prohibited Uses:The following activities are expressly prohibited:
• Use of equipment for any unlawful purpose.
• Hosting or transmitting material that is considered offensive, defamatory, obscene, or otherwise inappropriate.
• Engaging in activities that compromise the security, stability, or performance of the Provider’s network or services.
• Right to Terminate:Provider reserves the right to terminate or suspend services at any time if Client is found to be in violation of these Terms and Conditions or if their use of services negatively impacts Provider's operations or other clients. No refunds will be provided in cases of service termination due to a breach of these terms.
6. Right to Inspect Equipment
• Inspection Upon Due Cause:Provider reserves the right to inspect Client's equipment at any time if Provider has reasonable grounds to believe that:
• The equipment is being used in violation of this Agreement, applicable laws, or regulations.
• The equipment is compromising or may compromise the security, integrity, or performance of the Provider's network, infrastructure, or the services of other clients.
• The equipment poses a safety hazard or is at risk of causing damage to Provider’s facilities or other clients’ equipment.
• Notice of Inspection:Where feasible, Provider will provide prior notice to Client before conducting an inspection. However, in cases of emergency, imminent harm, or security threats, Provider reserves the right to inspect the equipment without prior notice to ensure the safety and integrity of the facility and services.
• Client Cooperation:Client agrees to cooperate with Provider in any inspection of equipment, including providing necessary access credentials and technical assistance.
• Remedies:If any issues are discovered during the inspection, Provider may, at its sole discretion:
• Require Client to immediately address and rectify any identified issues.
• Temporarily disconnect or suspend the equipment until the issues are resolved.
• Terminate services as provided under the Right to Terminate clause.
7. Basic Remote Hands Service
   Provider offers a "Basic Remote Hands" service, which includes:
• Remote Reboots: Upon request, Provider will perform simple power cycling or rebooting of equipment.
• Physical Observation: Provider may physically inspect or report the status of equipment but does not provide in-depth technical support or troubleshooting unless otherwise agreed upon in a separate agreement.
• Client Requests: Any actions taken by Provider under the Basic Remote Hands service are performed at the explicit direction of the Client. Provider is not responsible for any damages, data loss, or operational issues that result from Client's requests or instructions. Client acknowledges that certain actions (e.g., rebooting, reconnecting cables, or physical adjustments) carry inherent risks, and Client assumes full responsibility for any consequences of such actions.

Basic Remote Hands is available during HostPoppy's normal hours of operation. To request service, call (415) 520-4678 or open a support ticket. For more complex tasks, Client may require advanced support services, subject to additional fees.

8. Invoicing and Payments
• Billing: Invoices will be generated 7 days prior to the end of each service term.
• Due Date: Payment is due by the expiration date of the previous term.
• Late Payments: Failure to make payment within 10 days of the due date will result in a service suspension. Provider reserves the right to hold Client's equipment until all outstanding amounts are settled.
9. Non-Payment and Retrieval of Equipment
• Suspension of Services: If Client fails to make payment within 10 days, Provider reserves the right to suspend or terminate services without further notice.
• Retrieval of Equipment: Upon termination of services for non-payment or any other reason, Client is responsible for arranging for shipment of their equipment within 30 days of termination. Failure to do so may result in equipment being disposed of at Provider's discretion.
• Shipping of Equipment: If Client requests equipment to be returned, Client is responsible for arranging shipping and insurance. Provider is not liable for any damages that occur during return shipment.
10. Service Changes (Upgrade/Downgrade)

• Upgrades: Client may request an upgrade of services by calling (415) 520-4678 or by opening a support ticket. Most changes will take effect 2-3 business days after approval by Provider and may require an amended SO. Certain upgrades may take longer and will be quoted prior to the adoption of a revised SO. If pro-rata fees are due, these must be paid in advance of the service upgrade taking place.
• Downgrades: Downgrades are allowable only after the conclusion of a Commitment Period. Client may request a downgrade by calling (415) 520-4678. Downgrades take effect 2-3 business days after receipt of the request and may require an amended SO. Certain downgrades may take longer and will be quoted prior to the adoption of a revised SO.

11. Service Cancellation

• 12-Month Commitment: If the client has purchased a plan with a 12-month commitment (“Commitment Period”) and wishes to cancel before the end of the Period, an early termination fee will apply (“Early Termination Fee”).
• Early Termination Fee: The Early Termination Fee will equal 50% of the remaining months within the Commitment Period. For example, if the service is canceled with 6 months left in the Commitment Period, an Early Termination Fee of 3 months of service will be due.
• Failure to Pay: Provider reserves the right to hold the Client’s equipment until all unsettled invoices and Early Termination Fees are paid. If the client does not settle unpaid amounts and arrange for equipment return within 30 days of cancelation, Provider reserves the right to dispose of Client’s equipment in a manner of its choosing.
• Notice: To cancel services, Client must provide call (415) 520-4678 or open a support ticket.

11. Refunds

• No Refund Policy: Unless otherwise explicitly stated in writing, Provider does not issue refunds for any services rendered. All payments made by the Client are non-refundable, including in cases of service termination, suspension, or cancellation.

12. Liability and Disclaimer

• Transportation Damage: Provider assumes no responsibility for any damages that occur during the transport of Client's equipment to or from Provider's facility.
• Facility Damage: While on Provider's premises, Provider will take reasonable care of Client’s equipment but will not be held responsible for any damage caused by events beyond its control (e.g., natural disasters, acts of God, etc.).
• No Warranty: Provider makes no warranties or guarantees about the uninterrupted availability of its services. Service interruptions due to maintenance or unforeseen events will be communicated promptly to Client.

13. Indemnification

Client agrees to indemnify and hold Provider harmless from any claims, losses, or damages arising from Client’s use of the colocation services, including any third-party claims relating to illegal or unauthorized use of the equipment.

14. Amendments

· Provider reserves the right to modify, update, or change these Terms and Conditions at any time, at its sole discretion. All changes will be posted on Provider's website at https://hostpoppy.com/terms and it is the Client’s responsibility to regularly review the Terms and Conditions for any updates.

· Client’s continued use of Provider’s services after any changes to the Terms and Conditions have been posted constitutes acceptance of those changes. If Client does not agree with any modification or amendment to these Terms and Conditions, their sole remedy is to cancel their service in accordance with the cancellation procedures outlined in this Agreement.

15. Governing Law

This Agreement will be governed by the laws of California, United States and any disputes arising out of this Agreement will be settled in the courts of Contra Costa County, California.

16. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

17. Entire Agreement

This Agreement, together with the SO, constitutes the entire understanding between Provider and Client and supersedes all prior agreements, written or oral.