These Master Terms and Conditions (the “Master Agreement” or “Agreement”) govern the Customer Space licensed and/or Services purchased under a Work Order between Customer and any QTS Affiliate that enters into a Work Order incorporating this Agreement (“QTS”), but shall not govern QTS’s provision of custom colocation space and/or services to Customer pursuant to a separate Lease Agreement signed between Customer and QTS. Capitalized terms used herein shall have the meaning given in the body and the definition section of this Agreement. This Agreement contains terms and conditions applicable to each QTS product offering and all product specific terms may not be applicable to each Service. Additional terms and conditions specific to a service shall be contained in an Addendum attached hereto and incorporated herein.

DEFINITIONS
  1. "Addendum” means an addendum to this Agreement stating additional terms and conditions applicable to the specific License or Service.
  2. "Adhoc Engineering Services” means any technical support considered to be above and beyond Remote Hands which usually includes technical support from a consultative or operational perspective.
  3. "Acceptable Use Policy” or "AUP” means the acceptable use policy posted at www.qtsdatacenters.com.
  4. "Affiliate” with respect to any party means any entity that controls, is controlled by or is under common control with such party.
  5. "Agreement” means this Master Agreement, the general terms and conditions herein and includes any Addendum, Product Description, Work Order, Statement of Work, Scope of Work, Customer Access Roster, the Rules and Regulations, and the Acceptable Use Policy, and all other items expressly incorporated herein.
  6. "Burstable” means Customer has the ability to use Services provided with respect to Customer Space in excess of the Committed Data Rate.
  7. "Cloud Organization Administrator” means one or more Customer representatives or QTS employees designated by Customer as having the right to access the self-service features of the QTS IaaS.
  8. "Committed Data Rate” means Customer’s agreement to pay for a minimum amount of bandwidth per month (expressed in Megabits per second (Mbps)), as set forth in a Work Order, in connection with its License of Customer Space.
  9. "Confidential Information" means information which: (i) derives actual or potential economic value from not being generally known to, and not available through proper means, by other persons who could obtain economic value from receipt or use of such information, (ii) is the subject of reasonable efforts by its owner to maintain its confidentiality or secrecy, or (iii) is by its nature confidential, trade secrets or otherwise proprietary to its owner. Confidential information includes the terms and conditions of this Agreement, software source and object code, inventions, know-how, data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, configurations, plans, processes, financial and business plans, names of actual or potential customers or suppliers, Data Center configuration and QTS Technology.
  10. "Customer Access Roster" means the official register of Representatives.
  11. "Customer Equipment" means software, computer hardware, and all other equipment, goods, and personal property owned by Customer or licensed or leased by Customer from third parties.
  12. "Customer Party" or "Customer Parties" means Customer’s representatives, agents, employees, officers, directors, contractors or subcontractors.
  13. "Customer Maintenance" means steps taken by Customer to properly maintain the Customer Equipment in accordance with manufacturer instructions and requirements.
  14. "Customer Space" means the portion of the Data Center(s) and associated power which QTS licenses to Customer under a Work Order. The location of the Customer Space shall be determined by QTS in its sole discretion; provided, however, Customer’s reasonable preferences shall be considered.
  15. "Data Center" means any of the buildings and facilities owned or leased by QTS at which Customer Space is located or from which Services are provided.
  16. "Expiration Date" as to any Work Order means the date which is calculated by adding the Term of the Work Order to the Start Date.
  17. "Facilities" means any and all devices generally used by QTS to provide Customer Space or deliver Services to its customers, but excluding QTS Provided Equipment and Customer Equipment.
  18. "Facilities Maintenance" means the times QTS monitors and maintains its network, QTS Provided Equipment or Facilities.
  19. "Internet Intrusion Testing" means tests employing tools or techniques intended to gain unauthorized access to Customer’s environment.
  20. "Laws" means rules, regulations, statutes, ordinances, orders and rulings of a government and administrative and regulatory authorities, as well as the Rules and Regulations.
  21. "Licenses" means licenses of Customer Space to a Customer under a Work Order.
  22. "Losses" means claims, demands, actions, suits, proceedings, and all damages, judgments, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and court costs).
  23. "Monthly Recurring Charges" means the monthly fee for the Customer Space and/or Services set forth on a Work Order.
  24. "Party" or "Parties" means representatives, agents, employees, officers, directors or contractors, or subcontractors.
  25. "Point of Demarcation" means the first point where Customer receives telecommunications or Internet access into the Customer Space.
  26. "Product Description" or "Product Catalog" shall mean the written description of a License or Service provided to Customer by QTS.
  27. "Professional Services" means professional engineering or computer design, software development, support or other consulting service provided, pursuant to a Statement of Work or Scope of Work.
  28. "QTS Affiliate" means any entity that is owned, directly or indirectly, by QualityTech, LP or any successor to QualityTech, LP.
  29. "QTS IaaS" means the QTS infrastructure as a service.
  30. "QTS Provided Equipment" means any hardware, software and other tangible telecommunications or internet equipment leased, subleased, licensed or sublicensed by QTS to Customer.
  31. "Reconnection Fee" means a fee of $175 per hour billed in quarter-hour increments for each hour or partial hour spent by QTS reconnecting the Services provided to Customer.
  32. "Remote Hands" means general Customer directed actions such as power cycling equipment, basic power or data cabling support, packing and/or unpacking of Customer Equipment, and simple key stroke commands to reboot or configure equipment.
  33. "Representatives" means the individuals identified on the Customer Access Roster who are authorized to enter the Data Center(s) and access the Customer Space.
  34. "Rules and Regulations" means the data center rules posted at www.qtsdatacenters.com
  35. "Services" means all offerings of services and goods under a Work Order, but not including Licenses of the Customer Space. With respect to Customer’s contracting for QTS Cloud Services, Services shall also include those QTS cloud services added by the Cloud Organization Administrator through the QTS portal.
  36. "Service Level Credit" means the specific remedy set forth in an Addendum for a failure to meet a Service Level Guarantee.
  37. "Service Level Guarantee" shall have the meaning set forth in an Addendum.
  38. "Start Date" means the start date specifically set forth on the Work Order or, if there is not a start date specified on the Work Order that date on which QTS provides notice to Customer that provisioning is complete and Services shall begin. For the purposes of this notice, electronic mail notification shall be adequate.
  39. "Statement of Work", "Scope of Work" or "Work" means the detailed description of Professional Services attached to any Work Order.
  40. "Term" as to any Work Order, means the period of time specified in a Work Order for which QTS will provide the Customer Space or Services.
  41. "Work Order" or "Order" means Customer’s written order for a License of Customer Space, or the provision of Services that has been accepted by QTS and executed by both parties. The Work Order includes backup detail and shall set forth the Licenses and Services, the prices to be charged for Licenses and Services and any applicable Term and/or Committed Data Rate.