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====== Section 1 ======

===== 1.  Definitions and interpretation ===== 
 
In these General Terms, the Internet Services Master Agreement (if concluded), the Services Specification, the Support and Service Level Schedule,  the  Order(s)  and  the  LeaseWeb  Policies,  the  following definitions shall have the following meanings: 

**Affiliate**  means,  with  regard  to  any  entity,  any  other  entity  that (directly  or  indirectly)  Controls,  is  Controlled  by,  or  is  under common Control with such entity. 

**Agreement** means  the  Internet  Services  Master  Agreement  (if concluded) and/or each Order, including the LeaseWeb Policies, the Services Specification Support, the Service Level Schedule and 
all  other  schedules  thereto,  pursuant  to  which  LeaseWeb  shall 
provide certain (internet) services to Customer, which Services are indicated on the Order Form(s). 

**Bandwidth** means the maximum amount of data that can be carried from one point to another in a second, expressed in bits of data per second (bps). 

**Basic Power** means the limit that has been set for Customer’s use of electricity, on the basis of the Services Specification, as specified in the Order Form, measured in amperes 

**Business  Day**  means  Mondays  to  Fridays,  with  the  exception  of 
official federal holidays in The United States. 

**Business Hours** means the period between 08.30 hours and 17.30 hours on a Business Day. 

**Change  Order  Form**  means  the  document,  in  standard  LeaseWeb layout,  used  by  LeaseWeb  to  respond  to  a  change  request,  as referred to in Section 5. 

**Colocated Equipment** means Equipment owned by Customer that is from time to time installed by Customer at a LeaseWeb Datacenter pursuant to the Agreement. 

**Colocation Service** means a non‐exclusive right to install and retain the  Colocated  Equipment  in  the  Housing  Space,  granted  by LeaseWeb  to  Customer  with  effect  from  the  RFS  Date  for  the duration of the Term. 

**Confidential Information** means all information not publicly known used in or otherwise relating to the Agreement, the business or affairs  of  a  Party  or  an  Affiliate  of  such  Party  and  disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by the Disclosing Party to the Receiving Party whether  before  or  after  the  Effective  Date,  including  but  not limited to: (i) the provisions of this Agreement, (ii) any information 
whatsoever with respect to the Equipment, software, and Services, (iii)  the  course  of  dealing  between  LeaseWeb  and  Customer hereunder, and (iv) all other non‐public information relating to the foregoing,  including,  but  not  limited  to,  user  information 
submitted through Customer's web forms, and the number of such web forms submitted. 

**Control**  means  the  possession  of  power,  directly  or  indirectly,  to direct or cause the direction of the management and policies of an entity, whether through ownership of voting rights, by contract or otherwise. 

**CPI** means the US Consumer Price Index issued by the Bureau of Labor Statistics. 

**Customer**  means  any  natural  person  or  legal  entity  that  gives  an assignment to LeaseWeb with respect to the provision of services by LeaseWeb. 

**Customer  Portal**  means  the  online  services  portal  operated  by LeaseWeb  Global  Services  B.V.,  available  at  https://secure.leaseweb.nl/auth/customer/login or at an alternate website identified by LeaseWeb Global Services B.V.

**Data Traffic** means the sum of data that is transmitted to and from Customer’s Equipment, measured in Bytes. 

**Datacenter** means a facility used to house computer systems and associated components, such as telecommunications and storage systems. 

**Dedicated Equipment** means Equipment leased from time to time by Customer from LeaseWeb pursuant to the Agreement. 

**Delivery Date** means the date on which LeaseWeb shall deliver the Equipment that is sold by LeaseWeb to Customer, as specified in the Order Form. 

**Disclosing  Party**  means  the  Party  that  discloses  Confidential Information to the Receiving Party, as referred to in Section 23. 

**Dispute**  means  any  claim,  controversy,  or  dispute  concerning questions of fact or law arising out of or relating to these General Terms or the Agreement or to the performance of either Party hereunder, or to the threatened, alleged or actual breach thereof by either Party. 

**Effective Date** means (i) the date on which the Agreement becomes 
effective and the Term commences, as specified in the Internet 
Services  Master  Agreement  (if  concluded);  and  (ii)  the  date  on 
which an Order becomes effective and the Term commences, as 
specified in Order Form. 

**Electricity Supply** means the supply of electricity, which supplies will be charged by LeaseWeb to Customer, measured in kWh. 

**Emergency** means any situation which poses an immediate risk to: (i) a  person  or  persons;  (ii)  the  LeaseWeb  Datacenter;  (iii)  the provision  of  one  or  more  of  the  Services;  (iv)  the  Equipment; and/or  (v)  the  provision  of  services  by  LeaseWeb  to  other 
customers. 

**End User** means any client of Customer or other user of Customer’s services, as well as any other person or (legal) entity who obtains access to Services via Customer. 

**Equipment**  means  any  equipment,  including  but  not  limited  to: computer  hardware,  telecommunications  hardware, Interconnection  Points,  accessories,  attachments,  alterations  of 
and spare parts for that equipment. 

**Facility Agreement** means any lease, license and/or other agreement executed by and between LeaseWeb and a third party, further to which LeaseWeb is entitled to use a LeaseWeb Datacenter and to grant  Customer  a  license  to  use  the  Housing  Space  within  the LeaseWeb Datacenter. 

**Force Majeure** means any event outside the reasonable control of a Party affecting its ability to perform any of its obligations (other than payment) under the Agreement, including: acts of God; acts of terrorists; acts of war; outbreak of hostilities; sabotage; civil disorder;  riots;  acts  or  demands  of  any  (local)  government  or government agency; strikes or other labour unrest; fires; floods; earthquakes; storms; lightning, any interruption in the supply of electrical energy to the LeaseWeb Datacenter; restrictions related to an outbreak of disease (such as avian influenza viruses or the H1N1 flu); epidemics; shortage of materials; unavailability or delay in  delivery  not  resulting  from  the  responsible  Party's  failure  to timely place orders therefore; equipment failures; lack of or delay in transportation; failure of a third party to grant a required right‐of‐way permit, assessment or other required authorization; acts or omissions of vendors or suppliers; changes in law or government policy; and other unforeseeable circumstances, provided however that Force Majeure shall not include any labour problems or strikes relating  to  the  workforce  of  Customer  or  its  suppliers  or subcontractors. 

**General  Terms**  means  these  terms  and  conditions,  including  the 
preamble preceding Section 1.

**Housing  Space** means the racks, footprints, cages, cabinets, suites and/or other areas, designated as such by LeaseWeb within the LeaseWeb  Datacenter  or  in  such  other  places  which  LeaseWeb may  from  time  to  time  designate  and  specify  in  the  Services Specification or the Order Form. 

**Initial  Term**  means  the  Term  for  which  the  Agreement  is  initially entered  into,  as  referred  to  in  the  Internet  Services  Master Agreement (if concluded) and specified in the Order Form. 

**Intellectual Property Rights** means any patent, copyright, trademark, trade name, service mark, moral right, database right, trade secret, knowhow and any and all other intellectual property right whether registered or not or capable of registration and whether subsisting in the country of LeaseWeb’s principal place of business or any other part of the world together with any and all goodwill relating thereto. 

**Interconnection Point (IP)** means a port on LeaseWeb’s switch and/or router  and/or  firewall  and/or  load  balancer  located  in  the LeaseWeb Datacenter, at which point data are transferred from LeaseWeb  to  Customer  and  at  which  point  the  responsibility regarding the Network transfers from LeaseWeb to Customer. 

**Internet  Services  Master  Agreement**  means  an  agreement  so entitled, signed and executed by LeaseWeb and Customer (if any). 

**LeaseWeb** in  relation  to  Service(s)  and/or  Equipment  provided  to Customer it means LeaseWeb USA, Inc., a Delaware Corporation, with its registered office at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, the United States of America; and in relation to the Customer Portal means LeaseWeb Global Services B.V., a private company with limited liability, incorporated under  the  laws  of  the  Netherlands,  with  its  registered  seat  at Amsterdam, the Netherlands. 

**LeaseWeb  Datacenter** means a datacenter out of which or within which LeaseWeb provides Services. 

**LeaseWeb Policies** means the policies and guidelines applied from time to time by LeaseWeb in its relationship with Customer. 

**Maintenance** means maintenance, repairs, modifications or upgrades performed by LeaseWeb from time to time on the Network. 

**Maintenance  Window**  means  the  timeframe  in  which  LeaseWeb schedules  the  performance  of  Maintenance.  Unless  specifically agreed  otherwise  in  writing  by  the  Parties,  the  Maintenance Window is every day, between the hours of 20:00 until 08:00 E(S)T, whereby LeaseWeb will preferably schedule Maintenance during the weekend between the hours of 01:00 until 06:00 E(S)T. 

**Network** means the telecommunications network, which is comprised of all infrastructure Equipment (i.e Equipment that supports the flow and processing of information, including storage, servers and networking  components)  owned  or  leased  by  LeaseWeb  within each  active  LeaseWeb  POP  or  LeaseWeb’s  Affiliate’s  POP,  all LeaseWeb  wiring  within  each  active  LeaseWeb  POP  or  active LeaseWeb’s Affiliate’s POP, power supplies owned or controlled by LeaseWeb in each POP, and all telecommunications circuits owned or leased by LeaseWeb between active LeaseWeb POPs or active POPs of LeaseWeb’s Affiliates. For the avoidance of doubt: the Network does not include Equipment owned, leased, or controlled by Customer, telecommunications circuits or networks (including, without limitation, local access loops) between a LeaseWeb POP and  a  Customer  location  or  between  Customer  locations, interconnections between Customer’s network and the Network, or  any  networks,  network  equipment,  or  telecommunications circuits not owned or controlled by LeaseWeb. 

**Order**  means the agreement that comes into existence: (i) upon the written acceptance by Customer of a Quote; or (ii) in the manner specified in Sections 4.5, 4.6 and 4.7. 

**Order Form** means the document, in standard LeaseWeb layout, in which LeaseWeb has itemized which Services and/or Equipment will be sold or given into use or lease by LeaseWeb to Customer, 
including the prices, RFS Date, etc. 

**Parties** means LeaseWeb and Customer, each a “Party”. 

**POP** means a ‘point of presence’, i.e. an access point to the Internet. 

**Purchase Order** means the document in which Customer has itemised which Services and/or Equipment it intends to purchase or lease from LeaseWeb.

**Quote** means any offer, quote, proposal and/or tender‐bid made by LeaseWeb. 

**Quote Sheet** means the document, in standard LeaseWeb lay out, in which LeaseWeb specifies a Quote. A Quote Sheet shall be deemed an Order Form upon (written) acceptance of such Quote Sheet by 
Customer. 

**Receiving Party** means the Party that receives – or is granted access to – Confidential Information by the Disclosing Party, as referred to in Section 23. 

**RFS Date** means the ready for service date, i.e. the date as of which LeaseWeb enables Customer to use the Services for the first time, as  specified  in  the  Order  Form,  or  in  the  case  of  a  Colocation Services, the date as of which Customer is entitled to install the Colocated Equipment at the LeaseWeb Datacenter, as specified in the Order Form. 

**Service Charges** means the charges, fees, costs and expenses payable under the Agreement by Customer to LeaseWeb for the provision of  Services  and  the  same  arising  out  of  Customer’s  use  of  the Services, including recurring and non‐recurring charges, set forth in the Services Specification and the Order. 

**Service  Credits** means a credit, calculated in accordance with this Support  and  Service  Level  Schedule,  applied  to  Customer’s account, and to be used as credit towards future invoices. 

**Service Disruption** an interruption  or degradation in the provision of one or more Services by LeaseWeb to Customer; provided that such interruption or degradation is not the result of an Excluded Event (as defined in the Support and Service Level Schedule). 

**Service Levels** means the performance parameters with respect to the Services set forth in the Support and Service Level Schedule. 

**Services**  means  the  services  to  be  provided  by  LeaseWeb  to Customer, as agreed and specified in an Order Form. 

**Services Specification** means the document in which LeaseWeb has set forth and specified the services offered by LeaseWeb, as well as the manner in which the services should be used, which document may be amended from time to time. 

**Support and Service Level Schedule** means the document in which LeaseWeb  has  specified  the  available  Service  Levels,  which document may be amended from time to time. 

**Term** means the period for which the Agreement and/or an Order has been entered into, starting on the Effective Date. 

**Test** means a trial or test performed on the Network in order to verify and ensure the proper performance thereof. 

**Web  Order**  means  the  Order  that  comes  into  existence  upon LeaseWeb’s  acceptance  of  a  Purchase  Order  that  has  been submitted  by  Customer  to  LeaseWeb  by  completing  the  online 
purchase process on LeaseWeb’s website.