Bare Metal Addendum

  1. Provisions of Services

    Contingent upon Cavecreek's acceptance of an Order and subject to the terms of the MSA, Cavecreek agrees to use reasonable commercial efforts to provide the Services subject to the terms of the Service Level Agreements. Cavecreek retains the right to reject the request for Services by any individual or entity in its sole discretion. Client agrees to pay all charges in advance for the service selected by the Client in the Client Order Information form that is incorporated in these terms and conditions by reference including all monthly fees, additional product charges, and optional charges incurred by the Client. Payment may be made by check, PayPal, Wire, or credit card. If Client elects to utilize our Auto Charge feature, Client agrees to allow Cavecreek to charge the Client’s credit card in advance each month. Client hereby authorizes us to automatically charge any amounts the Client owes to Cavecreek to any credit card provided by the Client. Client also agree that at any time after the 1st of the month, Cavecreek may prorate the next invoice to reflect a full month’s charges plus a sufficient number of days to have all subsequent billing periods start on the first of the month. The Third Party Services are provided by the relevant Third Parties and Cavecreek is not responsible for the provision of Third Party Services.

  2. Age

    Client must be at least 18 years of age or otherwise have the legal capacity to order Services. If Client is ordering Services on behalf of an employer, company, or other legal entity, Client represents and warrants that it has the legal right and authority to order Services and be bound to this MSA.


    Ordering and Modification of Services

    Client may order Services and all upgrades to such Services through the Client Portal or as otherwise designated by Cavecreek. Cavecreek may accept such Orders in its discretion and shall give notice to Client of acceptance of such Order through the Client Portal. For downgrades or cancellation of Services, Cavecreek requires a written cancellation notice by cancellation ticket through in accordance with the procedures in the Client Portal and through the Client Portal a minimum of 24 hours prior to 00:00:01 CST (GMT-7) on the Anniversary Billing Date for downgrades or discontinuance of Services. The failure to provide the required 24 hours written notice will result in the downgrade or discontinuance of Services being effective on the following Anniversary Billing Date and Client will be charged for the Services during the relevant Renewal Term. Any Services cancelled prior to such 24 hour period will remain accessible to Client until the automated process reclaims the server on the Anniversary Billing Date.

  4. Rights to Use Services

    Subject to the terms and conditions of this MSA (including the Term), Cavecreek grants Client a non-exclusive, nontransferable, non-sublicense able (except to the extent required to exercise rights under Section 3(b) (ii.), revocable right in the Services solely to: (i) use and access the Services for internal purposes; and (ii) use the Services to create, offer and provide the Client Offerings.

  5. Client Obligations

    Client agrees to do each of the following:

    1. comply with all applicable laws, rules and regulations, including, without limitation, the Foreign Corrupt Practices Act and related international anti-corruption laws and the Digital Millennium Copyright Act, Berne Convention, and related copyright laws;
    2. pay the fees for the Services when due;
    3. use reasonable security precautions for providing access to the Services by its employees or other individuals to whom it provides access;
    4. cooperate with Cavecreek's investigation of outages, security problems, and any suspected breach of the MSA;
    5. comply with all license terms or terms of use for any software, content, service or website (including Client Content) which Client uses or accesses when using the Services;
    6. give Cavecreek true, accurate, current, and complete Account Information;
    7. keep Client’s Account Information up to date;
    8. be responsible for the use of the Services by Client and Client End Users and any other person to whom Client has given access to the Client Offering;
    9. comply with the TPS Agreements;
    10. use commercially reasonable efforts to prevent unauthorized access to or use of the Services and immediately notify Cavecreek of any known or suspected unauthorized use of Client’s account, the Services or any other breach of security; and
    11. where the Client provides Client Offering as permitted under this Agreement, Client must enter into an agreement with Client’s End User which shall include the relevant terms of this Agreement and release Cavecreek from any and all liability for damages or losses Client’s End Users may incur as a result of using the Client Offering. Client may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, Client may not use, or permit any other person to use, the Services in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or Class III medical devices under the Federal Food, Drug and Cosmetic Act. Client may not resell any of the Services alone to any Third Party without first entering into a reseller agreement with Cavecreek.

  6. Special Terms for Third Party Services

    To the extent Client orders Third Party Services under TPS Agreements, Cavecreek is not responsible for such Third Party Services and the provider of the Third Party Service is solely responsible for providing such Third Party Services.


Published 10.28.2015