Customer agrees to the following TOS:
1. VPS/Cloud Hosting Services: During the term of this TOS, VLoss will provide certain virtual private server and cloud hosting services (the “VPS/Cloud Hosting Services”) to Customer as ordered by Customer and agreed to by the parties as part of the online Customer order process at https://www.vloss.net.
2. Consulting Services: Customer may engage VLoss to perform, and VLoss may agree to perform, certain consulting or other services on a monthly basis (“Consulting Services”) as agreed to by the parties in a statement of work (“SOW”) signed by both parties which shall be subject to the applicable terms and conditions of this TOS. As consideration for Consulting Services provided by VLoss, Customer will pay VLoss in the form and amount of payment and on the terms specified in the SOW.
3. Term and Termination: The initial term of this TOS shall be monthly, semi-annually, annually or for such other period of time ordered by Customer and agreed to by the parties as part of the online Customer sign-up process at https://www.vloss.net (the “Initial Term”). This TOS shall automatically renew for additional periods of time equal to the Initial Term in perpetuity subject to written cancellation by (a) Customer in accordance with this TOS and (b) VLoss upon providing Customer with notice of non-renewal at least ten (10) days prior to the expiration of the Initial Term or any renewal term. Please carefully review VLoss’s cancellation policy set forth in Paragraph 10 below.
VLoss may terminate this TOS and any related services (1) immediately (a) upon non-payment as set forth in paragraph 12 below, (b) if Customer violates paragraph 16 (Permitted Use) of the TOS, or (c) if Customer violates any terms and conditions of the AUP or (2) upon any other breach of this TOS that is not cured upon Customer receiving written notice.
4. VPS/Cloud Hosting Service Fees: Fees for VPS/Cloud Hosting Services ordered by the Customer shall begin on the date of the initial order and that date shall serve as the applicable monthly, semi-annual, annual or other anniversary date based on the billing cycle ordered by Customer (“Anniversary Billing Date”) for all future billings including upgrades, additional services, cancellations and service credits. Fees are due in advance of the monthly, semi-annual, annual or other applicable service and billing cycle and will be billed on each Anniversary Billing Date.
5. Upgrade Fees: Upgrades to the VPS/Cloud Hosting Services ordered on the Anniversary Billing Date will be billed for a full month, six (6) months, or year based on the service and billing cycle ordered by Customer and will continue on the Anniversary Billing Date. Upgrades ordered after the normal Anniversary Billing Date will be pro-rated to the next Anniversary Billing Date and billed as a one time pro-rata charge.
6. Hourly Service Fees: For any services agreed to by the parties in writing and provided by VLoss on an hourly basis (“Hourly Services”), Customer shall specify the period of time for which the Hourly Services are requested, or cancel at any time. The minimum period of time for which Hourly Services may be requested is one (“1”) hour and Customer will be billed in full hourly increments, and no breakdown by minutes shall be permitted. Unless otherwise specifically stated in the TOS, Customers who request Hourly Services agree to all terms and conditions in VLoss’s TOS, including but not limited to these TOS and the AUP. Customers will be billed for Hourly Services and receive any SLA credits, if applicable, on the Anniversary Billing Date (as set forth and defined in paragraph 4 above).
7. One Time Fees: One time fees, such as setup fees, administrative fees and late fees are due and payable at the time they are incurred, and/or agreed upon in writing or via ticket with VLoss’s written approval. One time fees, such as bandwidth overages, are due and payable upon delivery of an invoice following the billing cycle in which they are incurred, and are based on standard rates, or as otherwise agreed upon by the parties in writing or via ticket with VLoss’s approval.
8. Taxes: All prices and fees specified in or referred to in this TOS are stated exclusive of any tax, including withholding tax, sales, use, value added, levies, import and custom duties, excise or other similar or equivalent taxes imposed on the supply of services. Any taxes, sales, use, levies, excise, withholding taxes or similar charges, direct or indirect, applicable or to become applicable, which are levied as a result of the supply of the services shall be borne by the Customer. Neither party shall be liable for the other party’s taxes based on income. If withholding tax applies to any payments for services made under this TOS, the Customer may withhold that element that is required under the applicable legislation but must pay an additional amount to ensure that the full value of the invoice is remitted and must notify VLoss prior to payment that withholding tax is required to be paid. The parties undertake to cooperate, where possible, to minimize the amount of withholding tax due by making advance clearance applications under the relevant double taxation treaties (where applicable) to the relevant tax authority to reduce the rate of withholding tax or exempt entirely this amount if applicable. In any event, the Customer undertakes to account for any tax withheld to the tax authorities on a timely basis.
9. Service Credits: SLA credits will be issued to your Customer account and shall be used to offset future billable services. SLA credits shall not be issued as cash back to the Customer nor shall the service credits be transferable to other account holders. SLA credits shall expire if Customer’s account is fully terminated.
10. Cancellation: VLoss requires a written cancellation notice via the Client Area, a minimum of twenty-four (“24”) hours prior to 00:00:01 PST (GMT-8) on the Anniversary Billing Date for discontinuance or downgrades of month-to-month services, unless specified otherwise. Failure to supply the requisite twenty-four (“24”) hours written notice of cancellation will result in a full billable monthly cycle prior to cancellation. Any server cancellation prior to the minimum deadline will remain online until the automated process reclaims your server on the Anniversary Billing Date. Notice of written cancellation is required through the online Client Area located at https://www.vloss.net/my-account. All Customer data remaining after the cancellation date will be destroyed for security and privacy reasons, unless otherwise required by law.
11. Refunds & Disputes: All services rendered by VLoss are non-refundable. This includes, but is not limited to: setup fees, one time fees, monthly service fees, upgrade fees, additional service fees, administrative fees, and late fees. Customers seeking to resolve billing errors are instructed to open an accounting ticket inside the Client Area located at https://www.vloss.net/my-account. Customer agrees not to chargeback any credit card payments for services rendered. A chargeback of payment for services rendered will result in an additional charge of one hundred fifty dollars (“$150”) and will be subject to collection by an authorized collection agency. Customer is responsible for any fees and costs (including, but not limited to, reasonable attorneys’ fees, court costs and collection agency fees) incurred by VLoss in enforcing collection.
12. Non-Payment: All payments are due in full on the Anniversary Billing Date. Failure to remit payment for services on the Anniversary Billing Date is a violation of the TOS. Failure to remit payment for five (“5”) consecutive days, including the Anniversary Billing Date, shall result in a termination of public access to Customer services. Customer will, however, be permitted access to data and services through the service network. Failure to remit payment for services within seven (“7”) consecutive days, including the Anniversary Billing Date, shall result in termination of access to the service network and all services shall be reclaimed. A late fee of twenty dollars (“$20”) will be incurred for failure to remit payment for services on or before the monthly Anniversary Billing Date. All Customer data remaining after seven (“7”) days of nonpayment will be destroyed for security and privacy reasons, unless otherwise required by law.
13. Data: VLoss agrees to use commercially reasonable efforts when deploying services related to data integrity, security, and retention. These services include, but are not limited to: hard drive storage, raid hard drive arrays, network attached storage, storage area networks, operating system installs, operating system reloads, Client Area information, and other situations involving customer data. Customer assumes ultimate responsibility for data integrity, retention, security, backup, and ownership. If Customer is involved in any data transfer(s) (whether in connection with its business or otherwise), then Customer must ensure that it complies with any applicable rules, laws, regulations, or the like in any and all applicable regions or countries.
14. International Data Privacy: Customer is responsible for any processing or international transfer of personal information included in the Customer data and agrees to comply with any rules, laws, regulations or the like in any and all applicable regions or countries in this respect. To the extent personal information is subject to rules, laws, regulations or the like implementing the EU Data Protection Directive 95/46/EC, VLoss will be considered a “data processor” and will as such act on Customer’s instructions and implement security measures in accordance to the TOS and other applicable contracts between parties.