Master Services Agreement - Terms of Service
THIS MASTER SERVICES AGREEMENT (“MSA”) is made on service commencement date.
(a) VELOCIHOST INC., a Florida Corporation; (“VelociHOST”);
(b) The USER, as identified in the client profile information provided on VelociHOST's Web Client Portal at time of service ordering (the “User”).
DEFINITION AND INTERPRETATION
1. Velocihost Inc. (herein referred to as “VelociHOST”) agrees to provide services to the Subscriber, subject to the following Terms of Service. Use of VelociHOST’s services constitutes acceptance and agreement to this Terms of Service.
2. Validity of this agreement shall be determined by the billing cycle chosen by the customer, to commence on the date that the User sign-up electronically for service by creating an account with an email address and make full payment of ordered services.
4. FEES AND INVOICING
4.1. Fees are billed by VelociHOST with respect to the billing cycle chosen by the customer and commencing on the date the user signs up and makes full payment of the ordered services. All invoices are denominated, and User must pay, in U.S. Dollars. Customer will be billed on or around 14 days prior to its due date. A late payment fee of 1.5% will be applied to payments made after 5 days of the due date and no later than 10 days past the invoice date, when service will be processed for termination with no further obligation from VelociHOST.
4.2. All billing cycles are invoiced for complete periods and no pro-rated refunds will be granted for early termination of services.
5. ACCOUNT VERIFICATION AND PROVISIONING
5.1. VelociHOST services are provisioned and processed upon receipt of payment and according to advertised or agreed upon term-to-deploy; provided that all orders placed through our billing system are passed through our automatic fraud check system. VelociHOST manually reviews each fraud score before accepting the order. If VelociHOST’s manual verification process flags your order as a potential fraud, or if a customer’s order has been automatically accepted by our provisioning system and our resources are being used without Acceptable Use Policy compliance, your services shall be terminated with no refund or compensation from VelociHOST.
5.2. User has forty-eight (48) hours from the Date of Completion to notify VelociHOST in the event any Services provided pursuant to any applicable Service Orders are unsatisfactory and to request remedial actions. After the aforementioned forty (48) hour period, the Services shall be operational and deemed fully accepted by User. Any issues notified by User thereafter shall be deemed unrelated to the applicable Service Orders, and User may be subject to additional charges.
5.3. Without limitation of any other provision of this Agreement, User acknowledges that VelociHOST may temporarily interrupt the Services and/or User’s access to the User Equipment and the VelociHOST servers and facilities, and take any other action provided for in the applicable Exhibits and Specific Terms and Conditions, if: (i) the User breaches any provision of this Agreement and/or fails to comply with this Agreement in any way, (ii) mandated by law, (iii) necessary due to a utility stoppage beyond VelociHOST’s control, or (iv) necessary due to maintenance, inspections and/or repairs necessitated by exigent circumstances, all as determined by VelociHOST in its sole judgment. VelociHOST shall endeavor to provide reasonable prior written notice to User of any such suspension that is scheduled in advance but is not obligated to do so.
6. USER OBLIGATIONS
6.1. VelociHOST requires Users to:
6.2. Self-manage and maintain their servers, assigned network resources and accounts in good standing.
6.3. Provide and maintain accurate personal and business identifying information, names, addresses, telephone numbers, and email addresses.
6.4. Use VelociHOST services with security measures in place, such as setting unique and strong passwords. Under all circumstances a user will be responsible of his/her account credentials and its correct and sole utilization for legal purposes.
6.5. Safeguard access to all user logins and verified non-authorized use for its VelociHOST service’s credentials. In all cases, is the user responsibility to verifying the trustworthiness of persons who are entrusted with account access information and notifying VelociHOST if, and when any security breaches involving data hosted or stored at VelociHOST occurs.
7.1. User shall pay VelociHOST the fees specified in the Service Orders, without deduction, set off or delay for any reason.
7.2. Payment in U.S. currency is due without setoff or deduction (i) monthly in advance with respect to monthly recurring charges, and (ii) within thirty (30) days of the date of the applicable invoice with respect to all other charges. Restrictive endorsements or other statements on checks accepted by VelociHOST shall not apply. Any unpaid balance shall bear interest from the date due until paid at a rate equal to the lesser of 1.5% per month of such past due payment and the maximum rate permitted by law. In addition, User agrees to a late charge equal to 5% of such past due payment as an agreed liquidated amount in compensation for VelociHOST's administrative expenses relating to such late payment.
7.3. Payments in excess to those charges respective to (i) invoiced services, (ii) service modifications, and (iii) additional administrative charges and fees shall be transferred to the User's credit balance account with VelociHOST. User will have FOURTEEN (14) days from the payment written or electronic notification receipt date to reclaim any payment in excess. Under no circumstances shall VelociHOST aggregate cumulative liability hereunder, to reimburse excess funds after proper written or electronic notification of payment receipt has been delivered, exceed the amount of ONE (1) month of service or the corresponding billing period provided pursuant to this agreement.
7.4. If User, in good faith, disputes any invoice hereunder, User may withhold payment on the disputed amount pending resolution thereof provided User (i) submits a written claim to VelociHOST within thirty (30) days of the date of the applicable invoice describing the dispute in reasonable detail and (ii) makes full and timely payment of all undisputed amounts. The default interest and administrative fees shall not apply to any sum that is withheld by User in accordance with this Clause during the period in which User so withholds such payment.
8. DISCLAIMERS AND WAIVER OF LIABILITY
8.1. VelociHOST SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO USER OR ANY THIRD PARTY IN ANY AMOUNT, OR FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF VelociHOST HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL VelociHOST’s AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, UNDER STATUTE, OR OTHERWISE, EXCEED THE AMOUNT OF ONE (1) MONTH OF SERVICE OR THE CORRESPONDING BILLING PERIOD PROVIDED PURSUANT TO THIS AGREEMENT. USER ACKNOWLEDGES THAT THE FEES PAID BY HIM OR HER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT VelociHOST WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS. VelociHOST DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES PROVIDED HEREUNDER, INCLUDING NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING HARDWARE, SOFTWARE, OR SERVICES, NOR THE STATEMENT OR CONDUCT OF ANY AGENT OF VelociHOST, SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY WHATSOEVER. USER ACKNOWLEDGES THAT HE OR SHE HAS RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN. USER HEREBY WAIVES ANY AND ALL CLAIMS AGAINST VelociHOST ARISING OUT OF USER’S PURCHASE OR USE OF THE SOFTWARE AND SERVICES. NO DISCLOSURE BY VelociHOST’s OFFICERS, EMPLOYEES, OR AGENTS, SHALL BE MADE A CAUSE OF LIABILITY.
9. FORCE MAJEURE
9.1. Either party shall be excused from performing hereunder to the extent that it is prevented from performing as a result of any act or event which occurs and is beyond its reasonable control, including, without limitation, acts of God, war, weather, utility or telecommunications outages, unrest or riot, strikes any action of a governmental entity. In all cases, the party experiencing the force majeure must provide the other with prompt written notice if conditions permit and uses reasonable efforts to remedy effects of such force majeure.
10.1. User shall defend, indemnify and hold harmless VelociHOST from any and all claims or causes of action arising out of User’s misuse of VelociHOST Services.
10.2. User shall indemnify, defend and hold VelociHOST, its officers, employees, subcontractors and representatives (collectively, “VelociHOST Parties”) harmless from and against all losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys’ fees and/or other professional fees) (collectively, “Losses”) arising from or in connection with: (i) any act or omission of User or any officers, agents, employees or other representatives of User (collectively, “User Parties”) or of any invitee, User or user of User in connection with any Services; (ii) any data provided to VelociHOST by a User Party or a User or user of User for VelociHOST’s performance of the Services or made available, displayed or transmitted through VelociHOST’s facilities; and (iii) any breach by User of any material provision of this Agreement (or any applicable Service Order).
11.1. User is solely responsible for the preservation of User’s Data. Even with respect to Data as to which User contracts for backup services, VelociHOST shall have no responsibility to preserve Data, the service is provided as is, without warranty. Even VelociHOST’s own backup services are for internal restore tasks and shall never constitute warranty of any kind.
12.1. User shall comply with all applicable export and import control laws and regulations in its use of VelociHOST’s Services. User assumes full legal responsibility for any access and use of VelociHOST Services and holds all representation for any imputable claim arising from any legal demands against VelociHOST in regards for the user’s personal utilization of any license.
13.1. If VelociHOST determines that User’s failure to abide by the terms and conditions of this Agreement may give rise to unlawful consequences or cause an immediate risk of damage to VelociHOST, other Users, or third parties, VelociHOST may terminate this Agreement at any time and on less than thirty (30) days’ notice with proper factual justification. VelociHOST may also readjust assigned resources until verification of User’s compliance reinstatement of this terms of service or its complimentary conditions.
14.1. The provisions of Clause 8, 9, 10 through 14 and any other provisions that by their nature should survive shall survive the expiration or earlier termination of this Agreement.
15. COMPLEMENTARY CONDITIONS
15.1. This Agreement includes all related agreements and policies incorporated by reference herein. In its conjunction constitutes the entire agreement between the parties related to the subject matter hereof. If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected, and this Agreement shall continue in full force and effect. This Agreement may be signed electronically.
15.2. VelociHOST reserves the right to modify this Terms of Service without notice.