EXHIBIT 10.12
[QWEST LOGO]
Qwest CoLocation Service Agreement
Qwest Communications Inc. and Mapquest, A Business Unit of Geosystems Global
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Corporation. (herein after referred to as "Subscriber") enter into this
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Subscription Agreement ("Agreement") this day of May 18, 1998 and agree as
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follows:
1. Qwest shall allow Subscriber to connect computing facilities at
Subscriber's site (identified in Paragraph 4 below) to the Qwest Network
(the "Network") and transmit data over the Network in accordance with
the terms of this Agreement and the Qwest Communications Inc. Statement
of Policies and Procedures attached hereto as Exhibit A and incorporated
herein by this reference (the "Policies and Procedures").
2. Subscriber service: Co-Location Service. The monthly fees for a
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12 Month term membership, connection to and use of the Network are as
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follows:
A. Rack Space
1. Install - $1,000
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2. Monthly Reoccurring Charge (MRC) - $6,392 ($64,700 annually)
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B. 100MB Network Uplink
1. Install - Waived With Term
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2. MRC - Waived With Term
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C. Bandwidth
1. MRC Local Loop $274
2. MRC (9.0-10.5Mbps)-$8,333
3. MRC (10.5-12Mbps)-$9,833
4. MRC (12-13.5Mbps)-$11,333
5. MRC (13.5-15Mbps)-$14,250
6. MRC (15-16.5Mbps)-$17,166
7. MRC (16.5-18Mbps)-$20,083
8. MRC (18-19.5Mbps)-$23,000
9. MRC (19.5-21Mbps)-$26,000
The first such fee plus the installation fee (if applicable) shall be due within
30 days after connection to the Network. Renewal fees shall be invoiced on the
first day of the calendar month immediately preceding the anniversary date of
this Agreement and shall be paid within 30 days of the invoice date. In addition
to annual subscription fees, Subscriber must pay the telecommunications costs
from its facilities to the nearest network node and the costs of
hardware/software required to connect Subscriber's site to the nearest Qwest
node for TCP/IP inferfacing. Qwest will provide the interface port at its site.
Telecommunications service may be purchased directly from common carriers.
Qwest technical advisors will provide the necessary specifications for the
required hardwire data link.
3. Miscellaneous costs as described in the Policies and Procedures shall be
due 30 days after billing by Qwest.
4. Subscriber shall be entitled to physically connect 8 Racks located within the
Machine Room at 960 17th St., Ste. 1900 to the Network with a 100BaseT Uplink.
5. Neither party shall have the right to use the other's name, trademarks or
trade name without the prior written consent of the other party.
6. Qwest, any and all participating Qwest contractors and grantees, and Qwest's
directors, officers and employees are not authorized to make any affirmation of
fact or warranty with respect to the software or hardware supplied under this
Agreement. QWEST HEREBY EXPRESSLY DISCLAIMS ALL EXPRESSED AND IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND SHALL NOT BE LIABLE
TO SUBSCRIBER FOR DIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE
QWEST HARDWARE OR SOFTWARE.
7. Subscriber shall indemnify and hold Qwest, its directors, officers, employees
and agents harmless from and against any and all damages, liabilities, losses,
costs and expenses, including reasonable attorney's fees caused by, arising out
of or related to Subscriber's use of the Network or Subscriber's breach of the
terms and conditions of this Agreement or the Policies and Procedures.
8. This Agreement may be terminated by either party immediately upon written
notice to the other party; provided, however, that the provisions of Paragraphs
6, 7 and Exhibit A shall survive any such termination.
9. This Agreement, including the Policies and Procedures, is the sole Agreement
between the parties respecting the subject matter hereof. By signing this
Agreement, Subscriber acknowledges it has received and read the Policies and
Procedures and fully understands the terms thereof. This Agreement supersedes
all prior agreements and understandings, whether oral or written. This Agreement
may be amended only in writing, and signed by both parties to this Agreement.
10. No information exchanged between the parties shall be considered
confidential unless it is the subject of a separate, written non-disclosure
agreement.
11. This Agreement and the legal relationships between the parties shall be
governed by and construed in accordance with the laws of the State of Colorado.
Qwest Communications, Inc. Subscriber
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Signed: /s/ N. Weiner Signed: /s/ Marc B. Haverland
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Rep Name: N. Weiner Name: Marc B. Haverland
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Rep Title: Major Acct Exec Title: Dir, Internet Engineering
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Date: 5/18/98 Date: 5-18-98
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Exhibit A: Qwest Communications Inc. Statement of Policies and Procedures
Use of Network
1. Subscriber will be subject to the Network usage rules as promulgated and
modified from time to time by Qwest. Failure to comply with these Policies and
Procedures and Network usage rules may result in the termination of
Subscriber's access to or use of the Network.
2. Subscriber is responsible for appointing a primary and secondary
Administrative Liaison, who will implement these policies within the
organization. The Administrative Liaisons will report violations of these
Policies and Procedures and Network usage rules, and stops being taken to
prevent future violations.
3. The Network is not a secure network. Confidential or sensitive data,
proprietary software, and other secret information should not be transmitted
over the Network. Qwest assumes no responsibility for loss, damage, or theft of
information transmitted over the Network.
4. Subscriber and its affiliates are expected to comply with all applicable
State and Federal laws, including laws governing technology and software.
Connections to the Network
1. Qwest will provide the following hardware/software and hardware/software
support. a) Interface port at a Network host site. b) Testing of all relevant
hardware required prior to connection. c) Installation of relevant hardware at
Subscriber and Network sites. d) Assistance in application for IP address(es)
and Domain name. e) Network monitoring and management.
2. Subscriber will provide the following hardware/software and technical
support.
a) TCP/IP compatibility.
b) Data communication circuit between Subscriber site and Network host site.
c) DSU/CSUs or modems at Subscriber end of circuit.
d) All cables at Subscriber site.
e) Appropriate router or other connection hardware as agreed upon with Qwest.
f) Designated liaison to Network.
If Subscriber chooses non-recommended hardware, it is subject to Time and
Materials charges if Qwest is involved in related installation effort.
Disconnection From the Network
If, for any reason, Subscriber's connection causes technical disturbances on the
Network, Subscriber and Qwest will work jointly to correct the disturbances. If
the problem is insurmountable or too costly to correct, Qwest reserves the right
to disconnect Subscriber from the Network and refund any payments not already
spent.
5. In addition to annual subscription fees, Subscriber must pay the
telecommunications costs from its facilities to the nearest network node and
the costs of hardware/software required to connect Subscriber's site to the
nearest Qwest node for TCP/IP interfacing. Qwest will provide the interface
port at its site. Telecommunications service may be purchased directly from
common carriers. Qwest technical advisors will provide the necessary
specifications for the required hardwire data link.
Remittance Address
Please send all Purchase Orders, payments and billing inquiries to:
Qwest Communications Inc.
950 17th Street
Suite 1900
Denver, Colorado 80202
Cancellation of Subscription
1. The customer shall have 90 days from the install date in which to notify
Qwest, in writing, of any service problems. If Qwest cannot resolve the
problem(s) within ten days of receipt of written request for service,
then the Customer has the option to cancel this Agreement. If this
Agreement is cancelled within 90 days, the Customer will not be held
responsible for the Monthly Reoccurring Charges following the effective
date of such cancellation, but maybe responsible for any Qwest provided
access, including installation fees. If the customer otherwise
discontinues service prior to the end of the agreement term, the
Customer may be responsible for an amount equal to 25% of the Monthly
Reoccurring Charges for Internet Service for each month remaining on the
term. The customer may switch to any other Qwest service with an equal
or greater volume and term commitment, at any time during the term of
the Agreement.
2. Qwest reserves the right to cancel the subscription of Subscriber for
misuse of the Network as outlined herein. A Subscriber who has had its
subscription cancelled will not be entitled to a refund of any of its
subscription fee.
Miscellaneous Matters
A. Neither Qwest nor Subscriber shall acquire any rights in the data
transmitted over the Network by virtue of the Subscription Agreement or
their use of the Network.
B. Qwest shall not have the right to gain access to or to make use of
Subscriber's computing facilities by virtue of the Subscription
Agreement.
C. Qwest shall not mediate agreements between Subscriber and other
subscribers on the Network.
D. Mail Exchange - Qwest will provide mail exchange services to its
customers at no extra charge.
E. NNTP - An NNTP news feed will be provided for free so long as the
customer has their own NNTP server and at least a T1 dedicated Internet
connection or above. As a prerequisite to News Feed Service, the
customer must install a news server at their premises; news reading
software should also be installed on the customer's desktop PCs and/or
workstations as appropriate. Once the server is in place and the service
is established, Qwest feeds (downloads) customer-selected news
information from Qwest's central news server to the customer's server
via NNTP (Network News Transfer Protocol), where it is then available to
be read by all authorized users on the customer's internal network.
Note that network news articles are never directly accessed by
clients' news reading software from Qwest's central news server, but
rather all news must be read from the customer's news server.
F. Domain Name Service (DNS): Up to 5 domains and 50 kilobytes of
associated zone file data are included. This package is comprised of
three components: domain name registration, secondary DNS
administration, and primary DNS administration. Included in the service
is registration and administration of up to 3 domain names. Customers
may purchase additional DNS service in units of 5 domains. The charge
for additional DNS service will be $50 setup and $50 per month.
G. For those Internet Service customers who are designated as Gateway
Customers (GCs), whereby they resell Internet access services to
customers of their own via their Internet connection, Qwest will only
provide domain name registration and primary and secondary DNS
administration for the GC's own domain names, not for those of the GC's
customers. Qwest will provide secondary DNS administration for domain
names registered to customers of the GC only in those cases where the
primary DNS administration for those domain names is being provided
directly by the GC.