Introduction
This Terms of Use Agreement ("Agreement") governs the use of colocation server hosting services ("Services") provided by the Computing Services Centre of City University of Hong Kong ("CSC") to the user ("User"). By using the Services, the User agrees to comply with all terms outlined herein.
Scope of Services
CSC shall offer the following for the User's Equipment within its data centers:
- Rack or cabinet space for User-owned equipment
- Power, cooling, and environmental controls
- Network connectivity and bandwidth
- Physical security and access control
The User retains ownership and responsibility for their equipment ("Equipment").
Access and Security
Users may access their Equipment during office hours by appointment and written consent by CSC. CSC will maintain physical security and surveillance but is not liable for any damages due to unauthorized access or user negligence.
User Obligations
The User agrees to:
- ensure that all Equipment installed in the CSC's data centers complies with applicable operational standards, including but not limited to NVIDIA's End User License Agreement (EULA). Consumer-grade GPUs (i.e. included but not limited to Nvidia's GeForce and Titian series GPUs) are strictly prohibited from being hosted within CSC's data centers;
- ensure that all components, including accelerators, must be specifically designed for server use in a data center environment. More specifically, only passively cooled accelerators are allowed in CSC's data centers. Workstation-grade components, such as actively cooled GPUs, are not permitted for hosting under CSC's data centers. At any time, CSC reserves the right to request the user to remove equipment with non-compliant components by giving not less than five (5) days' prior written notice without any liability for any wind-down, termination-related claims of any kind;
- keep the Equipment under the original manufacturer's warranty for the entire hosting period. If the User subscribes equipment warranty provided by vendors, system integrators, or third parties differed from the original manufacturer, CSC reserves the right to terminate this agreement and request the user to remove equipment. If the Equipment warranty has expired or is voided or is considered non-compliant for this reason, CSC will cease power provision to the Equipment immediately, and the User must promptly remove the Equipment from the data center;
- submit and update the Equipment specifications both factually and timely. All Equipment components, including their warranty expiry dates, must be listed out in details prior to the commencement of hosting. The user is responsible for promptly notifying CSC of any changes to Equipment components or its warranty status during the hosting period. CSC reserves the right to deny requests for addition of new components after the commencement of the Services;
- refrain from using the Services for any unlawful or prohibited activities. The user is fully liability for any illegal activities conducted on or through their hosted Equipment. If CSC suspects or receives reports of illegal activity involving the hosted Equipment, CSC reserves the right to immediately power off, isolate, or remove the hosted Equipment from the data centers without prior notice. The equipment may be held by CSC, or relevant authorities, until its legal status has been clarified and any investigation by authorities is complete;
- ensure that all Equipment installed in the CSC's data center complies with applicable University's Insurance Policy. If the Equipment or any of its components has been unauthorizedly modified, misused, misconfigured, or the equipment contains parts which are operated with negligence, if such conditions lead to an incident that is not covered by the University's Insurance Policy, the user is fully accountable for the consequence and damages, both physical and financial, including but not limited to losses or damages to other users, CSC, or the University's property;
- maintain the security and integrity of their Equipment. The User is responsible for ensuring that their equipment is protected against cyber security incidents with up-to-date operating system updates and firmware patches. The User bears sole responsibility for preventing cybersecurity incidents, including but not limited to data loss, unauthorized access, and cyberattacks. CSC assumes no liability for any such incidents. If CSC suspects, or is informed of, a cybersecurity issue involving the Equipment, CSC reserves the right to immediately power off, isolate, or remove the equipment from the data center without prior notice to the User. The Equipment may be retained by CSC or the relevant authorities until its security integrity has been verified and any official investigations are concluded;
- promptly notify CSC of any security incidents or breaches; and
- cooperate with CSC during maintenance, audits, or investigations.
Acceptable Use Policy
The User must not use the Equipment for illegal activities, including but not limited to crypto mining, spamming, hosting malicious content, or violating intellectual property laws. The User agrees and ensures the Equipment do not interfere with other tenants or the data center infrastructure. All equipment must be operated in accordance the CityUHK's Policies on Use of IT Services and Resources.
Scheduled Maintenance, Audits and Investigations
CSC will communicate any scheduled maintenance, audits, or investigations of the data centers in advance and the User must cooperate and should take appropriate action to minimize impact to their operations in this connection. CSC will not be liable for any loss due to service downtime with this regard.
Fees and Payment
No monthly fees or charges are imposed by CSC for the Services. However, CSC reserves the right to impose fees for the Services in the future if there is a change of the University Financial Budget which impact the operations of the data centers.
Term and Termination
The Agreement is valid for 12 months and renews automatically unless terminated with not less than seven (7) days' written notice by either party at any time without any liability for any wind-down, termination-related claims of any kind. CSC may terminate this Agreement with immediate effect on giving written notice to the User for any breach of this Agreement.
Liability and Indemnification
In no event will CSC be liable for any data loss, hardware failure, or indirect damages such as lost opportunities, business / operation interruption, or incidental, consequential or punitive damages. The User agrees to indemnify CSC against claims arising from misuse of the Services.
Force Majeure
Neither party is liable for any failure or delay in performing its obligations under this Agreement to the extent that the circumstances causing such failure or delay are beyond a party's reasonable control. Customer acknowledges that the Services are subject to the operation and telecommunication infrastructures of the Internet which are beyond CSC's control.
Confidentiality
Both parties agree to maintain the confidentiality of proprietary information exchanged during the term of the Agreement.
Amendment
CSC may amend this Agreement and any other applicable appendices, addenda and schedules at any time and will give notice of any material changes via CSC website or email. If such an amendment materially and adversely affects the User's rights herein, the User will have the right, as its sole and exclusive remedy in connection with such amendment, to terminate this Agreement during the 30-day period after CSC's notice of such amendment, by providing written notice of termination to CSC. The User's continued use of the Services after 30 days of CSC's notice of the amendment constitutes the User's acceptance of the amendment.
Assignment
The User may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of CSC. CSC may assign or delegate any of its rights and obligations under this Agreement without the User's consent. Any purported assignment or delegation in violation of this Agreement is null and void.
Governing Law
This Agreement shall in all respects be governed by and construed in accordance with the laws of Hong Kong.
National Security
CSC shall be entitled to immediately terminate this Agreement by notice in writing addressed to the User upon the occurrence of any of the following events:
- the User has engaged, is engaging, or is reasonably believed to have engaged or be engaging in any acts or activities that are likely to cause or constitute the occurrence of offences endangering national security or otherwise the termination is necessary in the interest of national security, or is necessary to protect the public interest of Hong Kong, public morals, public order or public safety;
- the continued engagement of the User by CSC or CSC's continued performance of the Agreement is contrary to the interest of national security or the public interest of Hong Kong, public morals, public order or public safety; or
- CSC reasonably believes that any of the events mentioned at clause 15(a) or (b) is/are about to occur.
