SERVICE AGREEMENT; ENTIRE AGREEMENT

The Service Provider shall provide its Services to You - the Customer - under the Terms and Conditions explicated in this Service Agreement. The Agreement is intended to keep the integrity of both the Service Provider and the Customer and to protect both parties from liability. This Service Agreement will be enforced to ensure the speed, power, performance, and reliability of our Services.

The Service Agreement, together with the Order Verification Policy, the Acceptable Use Policy (AUP), and any other policies or agreements mentioned in this document, constitute the whole act of convention between the Service Provider and the Customer.

VPS SERVER HOSTING SERVICES - FEATURES, RULES FOR ACTIVATION AND PAYMENT BASIS

Upon submitting of the online order form, the Customer agrees to abide by our Order Verification Policy and the following provisions:

1. The payment for the VPS service is set up on a monthly basis. The Customer agrees to pay for the rendered VPS hosting services in advance of each monthly service cycle.
2. If the Customer fails to follow the monthly billing cycle, the rendered VPS hosting services will be suspended immediately. The data hosted on the VPS server will be kept intact for one month, after that it will be permanently erased.
3. During a promotion campaign, a customer can purchase a maximum of 4 VPS packages, regardless of their type.
4. The Customer agrees to observe the following VPS server usage limitations:
   • Opened files: barrier 188; max. 206
   • Rules in IP tables: max. 128
   • Running processes: max. 2048
   • TCP sockets: max. 360
   • Ptty: max. 16
5. All OpenVZ VPS packages in the Australian data center offer 2-Mbps bandwidth quotas.
6. Setup fees and monthly service fees are non-refundable. The Customer agrees to a no-refund policy in advance.

SERVICE GUARANTEES; DATA BACKUP

1. SERVICE GUARANTEES
   
   The Service Provider guarantees 99.9% network uptime and server stability. This, however, does not refer to problems stemming from:
   
   
   1. Server Hardware Breakdown;
   2. User error(s) or purposeful interruption(s) of the user service (e.g. if the client shuts his/her own server down, the Service Provider is not responsible for the downtime);
   3. Failure due to software that is not explicitly supported by the Service Provider. If a hardware crash provoked by the Customer consequently happens, the Service Provider is beyond the control and responsibility for the resulting downtime.
   For more information, please refer to our Service Level Guarantees.


2. DATA BACKUP
   
   Due to the specificity of the VPS service, providing Customers with fully independent and self-managed hosting environment, the DATA BACKUP of all Customer's website contents and databases is solely Customer's responsibility, as well.
   
   A weekly VPS backup option is available in the Managed Services package offered as an add-on administration service with each VPS plan. A weekly VPS backup is also available as a separate addon service.

SERVICE ACTIVATION AND CONTINUANCE TIMESCALES

1. SERVICE ACTIVATION
   
   For newly signed up clients - the services are activated immediately after our Sales Department gets in touch with the Customer over the phone to verify the payment details (this is required due to the high fraud activity spreading online, and in order to be prevented fraudulent account usage). The payment verification procedure is obligatory and if we fail to approve a transaction within 48 hours of the payment submission, the funds will be credited back to the payer and the order will be canceled
   
   For existing customers – the services for existing Customers, including upgrade services and renewals, are activated immediately after our Sales Department receives the according service payment.


2. CONTINUANCE TIMESCALES
   
   VPS Accounts – The newly-created VPS hosting accounts with the Service Provider are valid for 1 month. They can be renewed on a monthly basis, i.e. for another month that will be added to the official expiration date of the VPS server account.
   
   Domain Name Registrations/Transfers – the Service Provider offers for registration/transfer all TLDs (Top-Level Domains) displayed in the table below. A domain name can be purchased either at sign up together with the VPS account (at a regular or PROMOTIONAL price) or separately (later on) as an upgrade from the Customer's Billing Manager. The Customer agrees to abide by the Service Provider's Domain Name Registration Agreement and Domain Name Dispute Resolution Policy. The table below displays the minimum and maximum registration periods, as well as the annual NON-PROMOTIONAL prices of all TLDs:
   
   Domain Renewals – Domain names are valid for the period of their registration (domain names can be registered for up to 10 years, depending on the domain name's TLD extension). After the expiration of a domain name several stages follow regarding its renewal.
   • The domain name Redemption Grace Period (RGP)s is a registry level period of up to 30 days after a domain name's expiration date. During this period the domain name is kept on hold by the Registrar before it gets deleted. The domain registrant is allowed to retrieve the domain name from deletion, but this process costs additional redemption fee. This extra 30-day period extends the time available for renewing domain names. However, all domains that enter a redemption period are removed from the zone files (the list of domain names currently in the global DNS), therefore any web site or e-mail services associated with the domain name will stop working.
   • Extended Redemption Grace Period – the extended redemption period adds another 7 – 30 days to the domain name's redemption period. During this period the domain name owner is allowed to retrieve the domain name from deletion by contacting the domain's registrar.
   • After the redemption period of an expired domain name is over, follows the Pending Delete Period – a registry level period of up to 5 days during which no one is allowed to renew the domain name and it cannot be newly registered because it's still not returned to the public pool of domain names.
   • Released by Registry Period – after the domain name's ‘Pending Delete Period' is over, the domain name is released back into the public pool of domain names and is newly available for registration.
   
   
   We strongly recommend that Customers renew their domain registrations before their domain names are placed into redemption period. After a domain name transits in redemption period, we are not able to prevent its zone files from being removed from the DNS system, and any web site and associated services will cease working.
   
   We can assist Customers in retrieving their domain names only if the domain names were registered with us. Customers will be charged a REDEMPTION FEE of $270.00 USD for each domain registration renewal. If the domain name was registered with another registrar, the Customer needs to contact that registrar for more information regarding its retrieving.

CANCELLATION, REFUND & MONEY-BACK; CHARGEBACKS

1. CANCELLATIONS
   
   In order to cancel a VPS account, the Customer must send a support ticket to the Service Provider's Sales Department via his/her Billing Manager and provide any authentication credentials requested by the Service Provider. Any other form of cancellation request will not be accepted.
2. REFUNDS
   
   VPS accounts – The VPS accounts are set up on a monthly prepay basis. Customers may cancel their accounts at any time, however they will not be entitled to a refund for the unused period of the prepaid month, since these services do NOT include Money Back Guarantee. Any incentives offered to the Customers upon sign-up will be also canceled.
   
   Domain Name Registrations/Transfers – Domain name registrations/transfers are also treated as non-refundable services and cannot be canceled or refunded after activated upon Customer request. The domain name owner will have access to a domain management account, and will be able to transfer the domain name to another registrar.
3. Chargebacks are not considered as a way of refunding. Any Customer who initiates a credit card chargeback in response to a bill or order placed with the Service Provider will be subject to full investigation.
   
   When signing up for a VPS account with the Service Provider, the Customer agrees to the terms and conditions explicated in this document (and its coherent policies). Thus, the Service Provider, as well as the Service Provider's authorized retailers (PayPal, WorldPay, 2CheckOut), will resort to these documents as an evidence for the Customer's agreement, especially in the event that a Customer sends a chargeback inquiry based on points that he/or she first accepted, but is trying now to refute.
   
   If/When a chargeback report is received, the first step of the Service Provider's Customer Care team will be to try to contact the user. Meanwhile, the Customer's VPS account will be suspended (in order to protect our system from fraudulent activity and misuse) and will remain suspended until the reasons for the chargeback have been clarified and decision has been taken for according action.
   
   If the chargeback has occurred due to some misunderstanding, a reverse payment procedure will be initiated with the authorized retailers and eventually the account will be re-activated.
   
   If the Customer has sent a chargeback request based on groundless argumentations (according to the Service Provider's own judgment and these VPS Terms of Service), then a dispute will be started with the authorized retailers in which the VPS Terms of Service and the AUP of the Service Provider will serve as evidence of the Customer's agreement. The retailers then, taking into consideration all provisions in these legal documents, will decide whether the Customer has had sufficient grounds for the chargeback or the Service Provider has the right to a reverse payment.
   
   In case that the chargeback originates from a fraudulent user (end-client) and no reverse payment procedure can be activated, then the respective VPS account will remain suspended and a $30 USD fee will be withdrawn from the commission of the reseller (the client of our Free Reseller Hosting Program) whose client's account (the end-client) has been the reason for the chargeback (in order to be covered the fees imposed to the Service Provider from our authorized retailers for the claimed unauthorized transaction).

VPS RESELLER TOOLS

An eNom domain reseller account is available as a free bonus with all VPS server packages. A free billing account is included in the Ultra VPS plan. The VPS reseller tools are installed per user's request.

1. ACCOUNT REGISTRATION AND MANAGEMENT
   
   In consideration of their use of the Service, Customers agree to:
   
   • Provide true, accurate, current and complete information about themselves as prompted by the registration form of the Service. Maintain and promptly update their registration data to keep it true, accurate, current and complete. If the Customer provides any information that is untrue, inaccurate, not current or incomplete, or the Service Provider has reasonable grounds (at its sole discretion) to suspect that such information is untrue, inaccurate, not current or incomplete, the Service Provider has the right to suspend or terminate the Customer's account and refuse any and all current or future use of the Service (or any portion thereof). If untrue details are used in order to avoid VAT the customer can be held responsible by the respective national tax collecting agency
   • When introducing any changes to their contact details, Customers are obliged to notify the Service Provider in the course of 10 business days after the changes become valid. The introduction of changes should be done online through the customers' VPS Billing Manager, not via e-mail.
   • Customers will receive a password and account designation upon completing of the registration process of the Service. Customers are responsible for keeping the confidentiality of their passwords and accounts, and are fully responsible for all activities that occur under that password or account. Customers agree to: a) immediately notify the Service Provider about any unauthorized use of their password or account or any other breach of security; b) ensure that they safely exit (log out from) their account at the end of each session. The Service Provider cannot and will not be liable for any loss or damage of account information arising from Customer's failure to comply with this provision.
   • If a VPS hosting account is registered with details different than those of the person who paid for the account, and in the case of any dispute, the Service Provider will take the side of the person who paid for the account and shall not provide access to any other person, since – a hosting account owner is and will be considered to be the credit card /PayPal account holder.
2. SERVER USAGE
   • CPU Usage (or usage of the Central Processing Unit(s) of the web server the Customer's account is hosted on) - the CPU usage is subject to some regulations. VPS hosting accounts can exploit proportional shares of the main server's CPU cores. The Service Provider explicitly recommends that Customers be very judicious when using the CPU power for their accounts. We reserve the right to block (suspend) accounts that excessively use CPU. If such measures are taken, we will notify the Customer and give him/her an opportunity to upgrade to a different VPS package or a dedicated server hosting solution.
   • Guaranteed RAM – Each VPS hosting account has guaranteed RAM that it's able to use. This RAM is available at all times to the VPS server.
   • Memory Latency – The memory latency of a VPS server cannot exceed 1000 cycles for a period of more than 10 seconds. We reserve the right to block (suspend) accounts that generate a memory latency of 1000 cycles or more for more than 10 seconds. If such measures are about to be taken, we will notify the Customer and give him/her an opportunity to upgrade to a dedicated server hosting solution.
   • IP Address Allocation - Each VPS hosting account comes with a Dedicated IP Address. The Customer agrees to add new IP addresses to his server only via the Service Provider's upgrade table.

NO UNLAWFUL OR PROHIBITED USE

1. SERVER USAGE
   
   The Service Provider expressly bans the use of any VPS server hardware or software for trying to illegally access another hosted machine or network. Customers may not attempt to gain unauthorized access to any of the Service Provider's Services, other accounts, computer systems or networks connected to any of the Service Provider's Services, through hacking, password mining or other means of close nature. Customers may not obtain or attempt to obtain any materials or information through any means not intentionally made available by the Service Provider's Services. For more detailed information regarding all prohibited uses of our server network, please closely review next chapter of these Terms and our AUP (Acceptable Use Policy). If you still have inquiries over the matter, feel free to contact any of our Customer Care representatives.


2. HOSTED CONTENT
   
   Server content MUST comply with the parameters stated in this TOS and our Acceptable Use Policy. Web content requirements exclude the publication of illegal content or content considered inappropriate otherwise. If any of the Service Provider's Services are used for the illegal purpose of SPAM or UCE, they will be instantly terminated. Customers are solely responsible for the content of their messages. Using the Service Provider's Services in connection with surveys, contests, pyramid schemes, chain letters, junk e-mail, spamming or any duplicative or unsolicited messages (commercial or other) is prohibited. In this light, the Service Provider expressly forbids any breach of Federal, State or Local regulation, including, but not limited to, the transmission of: copyrighted material, material legally judged to be threatening or obscene, and material protected by trade secrets. the Service Provider's VPS servers CANNOT be used for the propagation, distribution, housing, processing, storing, or handling in any way of lewd, obscene, adult or pornographic material, or any other material which is considered impermissible by the Service Provider's VPS Terms of Service (this document) and the Acceptable Use Policy (AUP).


3. CUSTOMER AGREEMENT
   
   As a condition for Customer use of the Service Provider's Services, you – the Customer, agree that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices, and our Acceptable Use Policy (AUP). the Service Provider's VPS servers can be used explicitly and only for legal purposes, and each attempt for taking indecent advantage of the servers, inconsistent with the rules, will be immediately counteracted. The Service Provider reserves the right at any time to disclose any information, as the Service Provider deems necessary, to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove from the Services any information or materials, in whole or in part, in the sole discretion of the Service Provider.

E-COMMERCE CUSTOMER WEBSITES

When buying a VPS server for the purpose of creating an e-commerce online store or related e-commerce activities website, the Customer agrees to be fully responsible for the development, operation and maintenance of his/her web site/ online store and e-commerce activities within that website. The Customer is the only one in charge of approving, processing and filling client orders and taking care of client requests or complaints. The Customer is also the only one in charge of the payment or satisfaction of any and all taxes related to his/her web site and online store. The Customer bears the responsibility for ensuring the security and confidentiality of any clients' data (including, without limitation, customer credit card numbers) that he/she may receive in connection with his/her web site or online store.

Each Customer is in charge of all products and services, as well as all contents and materials appearing online, including:

• the accuracy and relevance of Customer Content, and content and material showcased in the Customer store or on its products;
• certainty that the Customer Content and content and materials appearing in the Customer store or on its products do not violate or infringe upon the rights of any person;
• certainty that the Customer Content and the content and materials appearing in the Customer store or on its products are not calumnitous or somehow illegal.

• infringe or abuse any copyright, patent, trademark, trade secret or any other proprietary right of a third party;
• break any criminal law or manifest false advertising, unfair competition, vilification, privacy intrusion; violate a right of publicity or violate any other law or regulation

REFUSAL OF SERVICE

1. SERVICE DENIAL
   
   The Service Provider will thoroughly scrutinize all received orders and decide, to its own discretion, which of them do not comply with the officially stated requirements for use of the Service Provider's VPS servers. the Service Provider reserves the right to refuse Service to unlawful parties.
2. SERVICE DISCONTINUANCE
   
   The Service Provider reserves the right to discontinue, at his own discretion, the Service provision to any subscriber that has violated the VPS Terms of Service and/or the VPS Acceptable Use Policy. In case that the Service provision has been discontinued by the Service Provider with no explicitly stated reason, the customer will be refunded the last payment for their VPS server.

MISCELLANEOUS

1. NOTICES
   
   Notices, including notices concerning breach of this Agreement will be sent either to the e-mail address provided by the Customer at sign up, OR mailed by first class mail to the postal address that the Customer has on file with the Service Provider. In both cases, delivery shall be deemed to have been made five (5) days after the notice has been sent. Notices from the Customer to the Service Provider should be sent to the address provided on the Service Provider's website.
2. COMPLAINTS PROCEDURE
   
   The Service Provider guarantees highest level of Customer Care service round the clock. If you feel dissatisfied with any aspect of the Service, feel free to make use of our complaints procedure detailed below.
   
   In order to file a complaint, please send us an email to complaints@duoservers.com, specifying the nature of the problem you are experiencing. Please, provide as many details about your particular case as possible. The more we know about the situation, the better, prompt and adequate our resolution will be.
   Here are our steps of addressing every single complaint:
   • The Service Provider will confirm receipt of your complaint in writing, confirming that the complaint will be addressed without delay. The Service Provider reserves the right to refuse to investigate a complaint that is obviously frivolous, abusive or offensive.
   • A Service Provider's Customer Care representative will review your situation, look for an appropriate solution and inform you of the timeframe within which a response should be expected.
   • If the Service Provider's Customer Care representative can't resolve your complaint within the pre-announced period, your complaint will be escalated to a Customer Care manager.
   • If the Customer Care manager can't resolve your complaint, as well, it will be forwarded to the Company Director, who will investigate the case to ensure that all necessary measures have been taken and will respond in writing within two working days, and reply with a solution within five working days.
   • An alternative complaint method is submitting a fax to the following number: 510.868.6446
3. TORTUROUS CONDUCT
   
   Any way of indecent treatment towards a Service Provider's Customer Care employee will be considered as totally inappropriate and unacceptable. Each Customer is expected to communicate in an utterly polite and professional manner with the Service Provider's employees regarding any request for help or consultation via e-mail, chat, phone or through our Ticket Desk Support System. Each Customer is expected to avoid any form of emotional outburst or inappropriate language, or any other attempt to be undermined the importance of good ethics in communication and human relations. Any act of close nature, or other type of offensive, abusive, disrespectful or condescending behavior – oral, written, or delivered by a second party – to members of the Service Provider's Customer Care stuff will be interpreted as a breach of this TOS. The Service Provider reserves the right to assess at its sole discretion which behavior is to be considered as a violation of the hereby stated rule and agreement, and to undertake according actions.
4. CUSTOMER CARE SERVICE
   
   

   Technical Support

   
   
   Due to the specificity of the Service, Customers are fully in charge of the management and maintenance of their VPS. However, if Customers using the VPS service need assistance or want to leave this task to our highly-qualified administrators department, they can take advantage of our Managed Support or Installation & Troubleshooting services.
   For Customers using the Hepsia Control Panel with their VPS, technical assistance will be provided upon request only in case that our technicians have root access to the server. To get timely assistance from us, the Customer will need to provide our technicians with their server's root access credentials.
   
   

   Control Panel Migration procedures

   
   If the Customer wants to switch their VPS Control Panel installation from cPanel to DirectAdmin or vice versa, then they will need to follow a pre-defined Control Panel migration procedure
   1. The Customer needs to purchase a new VPS server with an installation of the Control Panel (cPanel or DirectAdmin), which they want to migrate to.
      • If the Customer requests a migration of their current VPS server within 7 days of the last subscription payment date - all the current main service and upgrade payments will be cancelled and refunded. All recurring contracts associated with this VPS account will be canceled too. The VPS server itself will be terminated within 24 hours after the new VPS has been set up and its corresponding account will be closed.
      • If the migration procedure is requested more than 7 days after the last transaction, the Service Provider will cancel all recurring contracts associated with the current VPS account, but no payments will be refunded. Once all the data has been migrated to the new VPS server, the current VPS server subscription should be left to expire, and the client can use it during this period.
   2. The migration procedure can be carried out by the Customer following the instructions provided by the Service Provider.
   3. Upon customer's request the procedure can be accomplished by the Service Provider. In the event of a problem during the migration procedure, the Service Provider will terminate the process. In such cases, the Customer agrees to cover a fee of $ 15.00 USD prior to the completion of the procedure.
   4. In case that the migration is terminated by the Service Provider, the Customer can complete the process by themselves without paying any additional fees.
      
      Pre-sale and general questions
      
      Customers may use any of the support options listed below:
      • E-mail us using our Contact Us form
      • Use our Live Chat
      • Open a trouble ticket from the Customer's VPS Billing Manager. 1-hour support response is guaranteed!
      • Phone us at:
        • US TOLL FREE PHONE: +1-855-211-0932
        • INTERNATIONAL PHONE: +1-727-546-4678
        • UK PHONE : +44-20-3695-1294
        • AU PHONE : +61-2-8417-2372
      
      
      • Send us a Letter to:
        
        
        • LiquidNet US LLC
        • 6750 North Andrews Ave
        • Suite 200
        • Fort Lauderdale, FL 33309
        • United States of America
        
        
        
        
        • LiquidNet Ltd.
        • 13 Craigleith
        • 7 Kersfield Road
        • Putney, London SW15 3HN
        • United Kingdom

GENERAL REGULATIONS

1. GOVERNING LAW
   
   This Agreement shall be governed by and construed in accordance with the laws of England.


2. ARBITRATION
   
   Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, in excess of $250.00 USD will be settled in accordance with the commercial arbitration rules of the American Arbitration Association.


3. ENFORCEMENT
   
   Failure to enforce any of the provisions of this Agreement shall in no way be considered to be a waiver of these provisions, or to affect in any way the validity of this Agreement. If one or more of the provisions contained in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.


4. INDEMNIFICATION
   
   The Customer agrees to indemnify the Service Provider, its management body and employees (each an "Indemnified Party") against any losses, claims, damages, liabilities, penalties, court actions, proceedings or judgments (collectively, "Losses") to which the Indemnified Party may become subject, and out of which Losses arise or relate to this Agreement or the Customer's use of the Services. The Customer agrees to reimburse the Indemnified Party for all legal and other expenses, including any attorney fees paid by the Indemnified Party in connection with investigating, defending or settling any Loss whether or not in connection with pending or threatened litigation in which the Indemnified Party is a party.


5. LIMITATION ON SERVICE PROVIDERS'S LIABILITY
   
   Force Majeure Circumstances – the Service Provider shall not be liable for any failure in the provision of the Services to the Customer resulting, directly or indirectly, from any (i) weather conditions and natural disasters, (ii) actions of any governmental or military authority, (iii) failure caused by telecommunications or Internet provider, or (iv)other force or occurrence beyond its control.
   
   Damages & Losses – the Service Provider shall not be liable for (i) any indirect, incidental, special or consequential damages, OR for any loss of profits or loss of revenues resulting from the use of the Service Provider's Services by the Customer or any third parties, or (ii) any loss of data resulting from delays, non-deliveries or service interruptions.
   
   Service Provision – the Service Provider provides the Services on an “AS IS” basis, without any warranties, including but not limited to, implied warranties, merchantability, or fitness of the Services for any particular purpose. The Customer shall be solely responsible for the selection, use and suitability of the Services, and the Service Provider shall have no liability therefore.


6. ASSIGNMENT
   
   Customers do not have the right to assign this Agreement without the explicit permission of the Service Provider. This Agreement shall be in force and effect to the total benefit of the Customer and the Service Provider and their successors and permitted assigns.


7. REVISIONS
   
   The Service Provider reserves the right to revise this document at any time, without prior notice. Customers are encouraged therefore to periodically review these VPS Terms of Service and the Acceptable Use Policy.