GUIDELINES REGARDING USE AND APPLICABILITY OF THE COLOCATION AUTHORIZED ACCESS LIST
(“ACCESS AUTHORITY GUIDELINES”)
The Colocation Authorized Access List enables Customer to communicate to 365 Data Centers the various levels of authority that Customer has assigned to the Customer personnel identified thereon (“Designated Persons”) for purposes of managing Customer’s relationship with 365 Data Centers. When properly completed and delivered to 365 Data Centers, the Colocation Authorized Access List will constitute a request by Customer for 365 Data Centers to recognize the various levels of authority that Customer has granted to the persons identified thereon, subject to the terms and conditions contained herein (these “Access Authority Guidelines”) and in Customer’s master services agreement with 365 Data Centers (the “Agreement”). 365 Data Centers acceptance of Customer’s Colocation Authorized Access List shall constitute an agreement by Customer and 365 Data Centers to observe and comply with the Access Authority Guidelines.
(1) Subject to the remaining provisions of these Access Authority Guidelines, 365 Data Centers will provide Designated Persons with 24-hour per day, 7-day per week secured access to the Licensed Area and recognize the authority granted by Customer to each Designated Person, as shown in the Colocation Authorized Access List. 365 Data Centers shall have no obligation to admit to the Facility or the Licensed Area any individual not listed on the Colocation Authorized Access List.
(2) Customer shall, and shall require all Customer personnel entering the Facility, to comply at all times with all of the 365 Data Centers Colocation Access Policy and Procedures, as amended from time to time (“Access Rules”). Access to the Facility and the Licensed Area is hereby expressly conditioned upon compliance by Customer and its representatives with such Access Rules. 365 Data Centers reserves the right to impose such further reasonable restrictions upon access as may be necessary or appropriate, in 365 Data Centers reasonable discretion, to protect the rights and interests of 365 Data Centers, its customers and all persons working, visiting or otherwise present in or about the Facility.
(3) Notwithstanding anything to the contrary in any Colocation Authorized Access List, 365 Data Centers shall be entitled (but shall not be obligated) to recognize any person identified as an officer, manager, managing member, general partner or similarly-positioned executive of Customer (each such person, an “Executive”) on the official website of the Secretary of State (or comparable agency) of any State or Commonwealth located within the United States (collectively, “Public Records”) as a duly elected or appointed Executive of Customer, with full power and authority to act on behalf of Customer in all aspects of Customer’s relationship with 365 Data Centers; and 365 Data Centers may, in its sole discretion, disregard any communication by Customer or other evidence to the contrary. In the event of any change in the composition of Customer’s Executives, Customer shall promptly update the Public Records to reflect such change and avoid any discrepancy or confusion. Customer acknowledges that Customer is solely responsible for any unauthorized acts or omissions of Executives and hereby agrees to indemnify, defend and hold harmless 365 Data Centers, its shareholders, directors, officers, agents and employees from and against all actual and alleged actions, claims, damages, losses, liabilities and costs (including without limitation, reasonable attorneys’ fees) (collectively, “Losses”) resulting therefrom.
(4) Customer may add or remove personnel from the Colocation Authorized Access List by delivering to 365 Data Centers written notice of the personnel change on the applicable form prescribed by 365 Data Centers for such purpose (“Change Form”), together with such evidence as 365 Data Centers may reasonably require to evidence the authority of the individual signing the Change Form to act on behalf of Customer (the Change Form, together with any necessary supporting documentation, are collectively, the “Change Request”). Notwithstanding the foregoing, 365 Data Centers may rely upon, and shall not be liable for acting or refraining from acting upon, any Change Request reasonably believed by 365 Data Centers to be genuine and to have been signed or presented by a duly authorized representative of Customer, and 365 Data Centers hereby disclaims any duty to verify authority or signatures or require substantiating evidence of any kind. Change Requests removing authorized personnel from Customer’s Colocation Authorized Access List will be effective promptly after receipt by 365 Data Centers. Change Requests adding personnel to Customer’s Colocation Authorized Access List will be effective no later than three (3) days after receipt by 365 Data Centers.
(5) In the event there shall exist any uncertainty or dispute regarding the power or authority of any person or group seeking to act on behalf of Customer with respect to any matter contemplated by this Agreement, or the accuracy or authenticity of any document presented to 365 Data Centers by Customer, 365 Data Centers may (but shall have no obligation to) take such actions, at Customer’s sole cost and expense, as 365 Data Centers may reasonably deem necessary or appropriate to promptly resolve such uncertainty or dispute and preserve the status quo with respect to Customer’s Equipment pending such resolution. Such action may include, without limitation, submission of all questions to a court of competent jurisdiction. Customer shall indemnify, defend and hold harmless 365 Data Centers, its shareholders, directors, officers, agents and employees from and against all Losses arising from or in connection with any good faith act or omission of 365 Data Centers in accordance with these Access Authority Guidelines.