This Membership Agreement governs your participation in the MIMO Rackshare Collective ("the Collective") and your use of shared rack space and related services. By signing your Member Details page and joining the Collective, you agree to be bound by these terms and the incorporated Acceptable Use Policy (AUP). If you do not agree, you should not join.
For clarity, the following terms apply:
Membership operates on a month-to-month basis beginning on the Effective Date and continues until either party provides 30 days' written notice of termination. Fees already billed remain due through the end of the notice period. No refunds are issued for unused days. Provisions relating to acceptable use, confidentiality, liability, and dispute resolution survive termination.
Your monthly fee is set on your Member Details page and billed monthly in advance, due upon receipt. Fees not received within 5 days of the due date accrue a late fee of 1.5% per month or $25, whichever is greater. The Collective may suspend service for non-payment without further notice. A reconnect fee applies to restore suspended service. You are responsible for any applicable taxes or government fees associated with the service.
The Collective allocates the rack units specified on your Member Details page within the shared rack at the Facility. Your equipment should not exceed 20A total draw across redundant power feeds as a general guideline, and must not trip breakers or affect other members. You must also ensure your equipment does not generate excessive heat beyond what the allocated space can reasonably dissipate. While the Facility has redundant power and cooling, these measures reduce but do not eliminate the risk of outages.
The Collective provides internet access through its router. Bandwidth is shared among all members and is subject to fair use. All assigned IP addresses remain the Collective's property and must be returned at the end of your membership. The Collective may apply traffic filtering, rate limiting, or temporary blocking to protect the network and other members. Your network connection is provided through the Collective's equipment — you have no direct connection to the Facility's network infrastructure. You may not attempt to circumvent network security measures.
The Facility, rack, power, and network connection are shared resources. You must use them in a way that does not degrade the experience of other members or put the Collective's lease with the Facility at risk. The Collective may shape or throttle traffic if your usage consistently exceeds your allocated bandwidth or materially impacts other members. If your equipment is the source or target of a denial-of-service attack or similar abuse, the Collective may immediately disconnect it while the situation is investigated. Active network scanning or stress testing against external targets is prohibited without prior written approval.
You have no independent access to the Facility or the shared rack. All physical access — including initial equipment installation — is by appointment only, requires at least 48 hours' notice, and requires a Collective administrator to be present at all times. You may not work in the rack unsupervised under any circumstances. Valid government ID is required.
Deliveries may be accepted on your behalf with prior written arrangement. You may not contact the Facility directly or arrange deliveries to the Facility without explicit written approval from the Collective. All Facility communications must go through the Collective.
The Collective's time for physical tasks beyond initial installation is billed at current rates, available on request. A cost estimate will be provided before any billable work is performed where practical. The Facility maintains CCTV and access logging, and you consent to reasonable monitoring necessary to protect the Facility and other members.
You represent that you own or have the legal right to install and operate all equipment and software in the Colocation Space. You bear all risk of loss, theft, or damage to your equipment, except to the extent directly caused by the Collective's gross negligence or willful misconduct. The Collective is not responsible for hardware failure, data loss, or damage resulting from power fluctuations, cooling issues, or Facility events outside its control. You are solely responsible for maintaining backups of all data on your equipment. Equipment must be in good working order and must not pose a safety, electrical, or thermal risk to the rack, Facility, or other members.
All members must comply with the Acceptable Use Policy (AUP). Regardless of any other provision, the following are strictly prohibited and grounds for immediate termination without refund:
If the Collective notifies you of an abuse complaint or security incident, you must respond within 24 hours and take immediate corrective action. Data may be preserved and disclosed to comply with law enforcement requests or legal holds.
The Collective will make reasonable efforts to perform planned work during off-peak hours with at least 48 hours' notice where practical. The upstream Facility may also perform maintenance affecting power, cooling, or connectivity — the Collective will pass along any advance notice received but cannot guarantee timing of Facility-initiated maintenance. Emergency actions may be taken without notice to protect the Facility, rack, or other members, with notification to you as soon as practical afterward.
The Collective coordinates shared access to datacenter resources but does not operate a commercial hosting service. There is no guaranteed uptime, latency, or service credits. Service availability is partially dependent on the upstream Facility and internet service provider, both outside the Collective's direct control. Access to shared resources is provided "as is" without warranties of any kind, express or implied.
The Collective's total liability for all claims in any period shall not exceed the fees paid by you in the three months preceding the event giving rise to the claim. The Collective is not liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost data, or business interruption. You agree to indemnify, defend, and hold harmless the Collective, its members, employees, and agents from any third-party claims arising from your equipment, content, or use of shared resources, or any violation of this Agreement or applicable law.
Membership may be suspended or terminated immediately and without notice for violations of the AUP, failure to pay fees, security incidents, abuse, or lawful requests. No refunds apply on termination for cause. Upon termination for any reason, your equipment must be removed within 7 days. Equipment not retrieved within 7 days may be subject to a storage fee of $10 per rack unit per day. Equipment not retrieved within 30 days of termination notice is deemed abandoned and may be disposed of, recycled, or sold to recover outstanding costs, after notice to your last known email address. The Collective holds a possessory lien on your equipment for any unpaid fees and may withhold release until all balances are paid in full.
The Collective may relocate your equipment within the Facility or to a comparable Tucson-area facility with 30 days' notice, or sooner in an emergency. If a relocation is unacceptable to you, you may terminate this Agreement without penalty provided notice is given before the relocation occurs. Members agree to comply with the reasonable policies of upstream providers and the Facility.
Each party agrees to keep confidential any non-public information received from the other in connection with this Agreement, and to use it solely for the purposes of performing under this Agreement. This obligation survives termination for two years. Operational logs and access records may be retained and disclosed as required by law or to enforce this Agreement. The Collective does not inspect the content of your data traffic except as necessary to manage the network or comply with law.
You represent and warrant compliance with all applicable federal, state, and local laws, including U.S. export controls and sanctions. Shared resources may not be used for or on behalf of restricted persons or jurisdictions.
Before pursuing formal legal action, both parties will attempt to resolve any dispute informally for 10 business days. This Agreement is governed by Arizona law. Any disputes must be brought exclusively in state or federal courts located in Pima County, Arizona. To the fullest extent permitted by law, both parties waive their right to a jury trial. The prevailing party is entitled to reasonable attorneys' fees and costs.