TERMS OF SERVICE

MASTER SERVICES AGREEMENT

  1. Welcome. We appreciate your business and look forward to a productive working relationship with you. This “Master Services Agreement” (the “MSA”) sets out the rights, responsibilities and legal obligations of
    the parties to it. The individual entity placing an order for Services is referred to in this MSA as “Customer,” “you” or “your” and is the individual, or entity, designated as the “owner” in our records. The entity providing the services is referred to as “we,” “us” or “our.” The individual or entity using the Services, if different than the Customer, is referred to as the “End User.” The “Services” are the products, technologies and other items purchased by the Customer as set out on our web page describing them on the Effective Date (“Order Form”). The Effective Date of this MSA is the first date betweeen:
    1. you click “I accept” as that date is recorded by our servers.
    2. When you make a payment

  1. Documents.This MSA includes the following documents, which you agree you have reviewed, and accept:
    1. The web page on which you indicate which Services you agree to purchase from us. During the course of the parties’ relationship with each other, you may purchase additional Services from us using new Order Forms. Each of these is incorporated into this MSA. If you are purchasing Services on behalf of a third party, you represent and warrant to us that you have the authority to purchase those Services. For the purposes of this MSA, the Order Form may be our on-line ordering process.
    2. Our Acceptable Use Policy (“AUP”) posted here: AUP
    3. Our Service Level Agreement (“SLA”) posted here: SLA
    4. If you are using the Services to provide your own services to third parties, including End Users, and as a result you use the Services in a manner that violates our AUP, you are responsible for that violation. As a result, we strongly encourage you to incorporate these policies into your own policies, or adopt policies that are no less restrictive than they are. Other than in the case of an emergency, or threat to the Service or our network infrastructure, we will give you notice and opportunity to correct a violation of either the AUP.
    5. This MSA, AUP and SLA are referred to collectively herein as the MSA. If there is a need to refer to them individually, they will be referred to using the names set out above.
    6. This MSA, and each of the documents set out above, may change from time-to-time. We will provide you with written notice of any change, other than one to correct typographical errors. Notification will be provided by posting a notice on our control panel, our home page or by email to the contact email you have provided us. Changes, other than changes necessary to respond to an unforeseeable situation, or those required by law or a third party who provides services to us, will be effective thirty (30) calendar days from the date we post a notice on our control panel, home page or by email. If you have agreed to a “Term
      Commitment” as that term is defined below, and a change materially affects your ability to use a particular Service, you may terminate the affected Service as set out in the termination section below.

  1. The Services.
    1. The Services will be provided as set out on the Order Form as of the
      Effective Date. The Services will be provided pursuant to our brand
      offering for those Services as shown on the Order Form at the time of
      your order. Services may not be available immediately. We agree to
      provide those Services during the term as set out on the Order Form
      (“Term”). However, we may make changes to the Services during the Term
      if required by law, a third party vendor who provides aspects of the
      Services to us, or if your use of the Services violates our AUP. New
      customers may be offered Services that are different than the Services
      you have purchased. We have no obligation to make those Services
      available to you. Should there be a conflict between this MSA and the
      Order Form, the Order Form will prevail.
    2. The Services are provided as set out on the Order Form and as described
      on our website on the Effective Date. In order to use the Services, you
      may need to procure additional services, technology, equipment and/or
      materials. You may not terminate this MSA because you are required to
      procure these items. It may be necessary for you to assist us in our
      implementation of the Services. You agree to provide reasonable
      cooperation and assistance, and to cause any of your third party
      providers to do so as well.
    3. Third parties may provide certain aspects of the Services to us. We will
      use commercially reasonable efforts to continue to have access to those
      components of the Services. However, should a third party change the
      services, make them economically prohibitive for us to provide to you,
      or discontinue them, our only obligation will be to attempt to find
      replacement components at a reasonable cost to us. If we are unable to
      do so, you may terminate those Services directly affected.
    4. The Services are not static, and they may require that you install new
      versions of software, firmware or other items to ensure their continued
      function (“Updates”). You agree to install these Updates within thirty
      (30) calendar days of our request. If you do not install the Updates,
      and doing so endangers the Service, or our network, you agree that we
      may install them without liability to you.
    5. The security of your passwords and other access devices is your
      responsibility. We shall be entitled to rely on the instructions, or
      operations, of any entity accessing the Service using your passwords
      and/or access devices. You agree to notify us immediately should any of
      these items become lost, stolen or compromised.
    6. Our goal is to maintain the Services as set out in this MSA. To do so,
      we may need to interrupt them from time-to-time for maintenance. We
      agree to give you 24 hour notice of our intent to suspend the Services
      for this reason. We will provide this notice to you by email to the
      address we have in our records. Our notice will, at a minimum, set out
      the reasons for the maintenance, the features to be affected, and the
      period of time the maintenance will take place. On infrequent occasions,
      we may be required to undertake emergency maintenance, and we will be
      unable to provide you with the notice set out in this paragraph. We will
      use reasonable efforts to ensure that maintenance does not interfere
      with your operations; however, in order to ensure the continued
      stability of our operational platforms, our maintenance activities may
      take precedence.
    7. You agree and understand that Services and/or related support may not be
      available at certain times as a result of technical difficulties,
      equipment malfunctions, during scheduled maintenance, or as a result of
      circumstances beyond our reasonable control. You also understand and
      agree that we make no representation that Services and/or related
      support will be available on a continuous or uninterrupted basis.
    8. We do not set limits on the amount of disk space you can use for your
      services as long as the contents do not violate our AUP. If your use
      exceeds the capacity of a particular service as defined in the product
      specifications or AUP then we reserve the right to modify the Services
      we provide to you or request you move to a different Service.
    9. You agree that we have no obligation to back-up your data and you should
      independently take appropriate steps to maintain data in accordance with
      your needs and requirements. You specifically agree that you understand
      that Backup Services, as defined below, are not fool-proof, that they
      will not back-up all data, and that you will use a second source of
      back-up. Under no circumstance will we have any liability or
      responsibility for the loss of back-up data, content or other
      information, unless caused by our negligence or willful misconduct.
    10. If you purchase Backup Services from us, they are provided on an as-is
      and as-available basis, as a supplement to, and not in lieu of, your own
      back-up efforts. While we will use commercially reasonable efforts to
      ensure the effective operation of the Backup Services, you expressly
      agree that no back-up program or service is error-free or fail-safe. In
      the event of an interruption or failure of the Backup Service, our only
      obligation is to restore your server to operating condition. It is your
      responsibility to restore the functionality of your website. You may
      wish to maintain an operating copy of your website for this purpose.
    11. Backup Services are designed for disaster recovery. Should you, or a
      third party, request that data held by us using the Backup Services be
      used for a purpose other than disaster recovery, for example in
      litigation, we have no obligation to provide the data to you. Should we
      determine, in our sole and exclusive judgment, to provide the data to
      you, or should your data be subpoenaed, or disclosure of it otherwise
      compelled, it will be provided at our convenience and you will be
      charged our prevailing hourly rate. You will also be responsible for any
      attorneys’ fees we incur in reviewing, responding to or producing your
      data, and required to pay us a retainer to secure your obligations.
    12. You must provide certain current, complete and accurate account
      information for your Services. You must maintain and update this
      information as needed to keep it current, complete and accurate.
    13. We reserve the right to relocate the equipment used to provide the
      Service at any time. You will have no physical access to this equipment.
    14. Customers with $0 spend in the past 60 days will result in the cloud
      compute service to expire, you will still be able to access your account
      but prior history will be removed.

  1. Privacy: It is the Customer’s obligation to determine if
    the use of the Services is allowed given the laws and regulations in its
    jurisdiction.


  1. Fees.
    1. Payments for the Services, the due date, and all other information
      related to the assessment and collection of amounts owed are set out on
      the Order Form (“Fees”). If the Order Form does not contain a payment
      date, Fees are due monthly. Upon the renewal of a Service Term, the Fees
      will be set to our then standard fee for the particular Service.
      Discounts provided to new Customers may not be extended to Services you
      have already agreed to purchase. If we do not collect Fees immediately,
      your service may be suspended.
    2. During the Term, we will only increase the Fees in the following
      circumstances:
      1. you purchase additional Services and those Services have additional
        Fees;
      2. a regulated entity, such as a utility, increases their charges to
        us; or
      3. a vendor adds surcharges or additional fees based on your use of the
        Services. We agree to provide you with thirty (30) calendar days
        written notice prior to any change in the Fees. Notice will be
        provided to the email address in our records
    3. Fees are refundable within 48 hours only at a managers discretion.
    4. Taxes may not be included in the prices set out on your Order Form. If
      we are required to collect taxes, they will be added to the Fees, and
      you agree to furnish us information necessary to calculate them and you
      agree to pay them once calculated. We will not charge you taxes based on
      our income.
    5. Charges assessed by third parties will be added to the Fees within
      thirty (30) calendar days from the date we receive them. You agree to
      pay these charges regardless of the length of time that may have passed.
    6. If you do not pay the Fees when due, we may suspend and or delete any
      and all Services. Following suspension of Services for non-payment, we
      are not required to reinstate Services until:
      1. you have paid in full all Fees then due, including late fees,
        interest charges of one and a half (1.5) percent per month (or the
        highest rate permitted by the laws governing this MSA), collection
        costs (including fees charged by our collection agency and
        reasonable actual attorneys’ fees), and any cost of reinstating
        Services; and
      2. you provide us satisfactory assurance as requested by us (such as a
        deposit) of your ability to pay for the Services for the remainder
        of the applicable Service Term. If you fail to timely cure the
        non-payment within the timeframe specified by us, you will be deemed
        to have terminated the affected Services as of the effective date of
        Service suspension. Your failure to pay Fees when due shall be
        treated as termination for convenience by you subject to Early
        Termination Fees, if any, described in this MSA. You will not
        receive credits (including SLA credits) or other benefits during the
        period you have failed to pay any Fees, and you may not withhold
        payment of Fees during any dispute.
    7. We understand that from time to time the parties may have disagreements
      about the Fees. To help resolve these disputes, each of the parties
      agrees to try to resolve these disagreements as set out in this
      paragraph. If you dispute any Fee, you must notify us in writing of this
      dispute before the Fee is due. In your notice, you agree to include
      sufficient information to allow us to investigate the dispute. We agree
      to complete this investigation within thirty (30) calendar days from the
      date your Fee is due, and provide to you a written discussion of our
      investigation, with sufficient facts for you to review. If we agree with
      your dispute, we will credit your account on your next billing cycle, or
      within sixty (60) calendar days if your billing cycle is not monthly. If
      we reject your dispute, you have thirty (30) calendar days to present us
      with a written rebuttal, again with sufficient information for us to
      understand your arguments. We will review this material within thirty
      (30) calendar days from our receipt. If the parties continue to
      disagree, they may pursue their remedies at law, consistent with this
      MSA. Fee disputes are Service specific, and you are required to pay Fees
      for other Services during the period of a dispute. You may not terminate
      this MSA, or any Service, based on a Fee dispute. We will not charge you
      interest on affected Fees during a dispute, provided that the dispute is
      bona fide.
    8. We take every possible measure to secure online payment processing of your account. While our own
      payment processing systems are secure and
      PCI compliant, our hosting environments are not fully compliant with Payment Card Industry Data Security
      Standard (“PCI DSS”).

  1. Term. This MSA shall begin on the Effective Date and continue until terminated by a party (“MSA
    Term”). Individual Services shall
    begin on their Effective Date and continue until terminated by a party (“Service Term”). The MSA Term and the
    Service(s) Term are collectively
    referred to as the “Term.” The initial Service(s) Term is set out on the Order Form. If the Order Form does not
    have a Service(s) Term, the
    Service(s) Term will be thirty (30) days. On the expiration of an initial Service(s) Term, the individual
    Services shall renew for the length of the
    initial Service(s) Term unless you notify us in writing no later than fifteen (15) calendar days prior to
    expiration of your intent to terminate
    them. Our required termination procedure is set out below. The MSA Term shall extend until the MSA is properly
    terminated.

  1. Termination. We hate to see you go, but here is how this
    MSA may be terminated.
    1. You may terminate an individual Service by contacting our client
      services team by phone, ticket or chat and notifying us of your intent
      to terminate your service (“Service Termination”). A Service Termination
      must be done no later than 24 hours before the Service Term will renew,
      does not apply to other Services we provide to you, and, unless the
      Services are the last Services we provide you, does not terminate this
      MSA. You acknowledge and agree that we require advance notice of your
      intent to terminate a Service Term, or this MSA, because of the
      long-term equipment and facilities commitments we are required to
      undertake in order to provide the Services to you.
    2. We may terminate an individual Service, or this MSA immediately, if:
      1. you violate our  AUP and have not corrected the violation in the
        time we have provided you, if any;
      2. if you fail to pay Fees when due;
      3. if a third party ceases to make aspects of the Services available to
        us, and we are unable to procure replacement services as described
        in this MSA;
      4. if you become the subject of any bankruptcy proceeding or other
        insolvency proceeding; or
      5. if we are legally required to do so. Upon such a termination, you
        will remain liable to us for any accrued amounts owed prior to the
        effective date of our termination, including, but not limited to,
        Early Termination Fees, if any, as described in this MSA. If we
        provide a cure period, you waive all legal notices to vacate our
        network and/or remove equipment, after expiration of that cure
        period.
    3. Either party may terminate a particular element of the Service if there
      is a force majeure event, as defined in this MSA, that continues for
      more than thirty (30) calendar days, or the other party becomes the
      subject of a voluntary or involuntary bankruptcy, insolvency,
      reorganization, liquidation or dissolution proceeding in bankruptcy or
      under any other insolvency law, makes an assignment for the benefit of
      creditors, or admits in writing its inability to pay debts when due.
    4. Upon termination of this MSA, it is your responsibility to ensure that
      you configure technical aspects of your business, such as mail, WHOIS,
      and items outside of our control, to ensure that those items are
      directed away from us. We have no responsibility to maintain backups
      following termination (including as regards Hosted Personal Data), nor
      to forward email to another provider or to point DNS for your domain
      names away from us.
    5. Customers are prohibited from using or allowing the services to be used
      for any intrusive activity (port scanning, sniffing, spoofing etc) or
      cryptocurrency mining, doing so will cause your account to be
      terminated.
  2. Our Standard of Service. The Services are covered by our
    SLA applicable to your service. This SLA provides your sole and exclusive
    remedies for issues related to delivery of affected Services. We agree to
    provide the remedies and credits set out in the SLA, and you agree to look
    to it only for covered issues.
  3. The Parties Own Their Intellectual Property. Each party
    retains the intellectual property owned by, or licensed to, them. To
    perform, and use, the Services the parties each grant to the other a limited
    license to use and distribute that intellectual property only as strictly
    necessary to provide or use the Service. Other than as set out in the prior
    sentence, or in this MSA, neither party grants to the other, and neither
    shall have, any right, title, claim or interest in, or to, the other party’s
    intellectual property, or that which is licensed to any party, nor will a
    party decompile, dissemble, or reverse engineer the other party’s
    intellectual property, or that which is licensed to a party. Suggestions
    provided to us used by us to improve the Service are our intellectual
    property.
  4. We Stand Up for Each Other.
    1. We agree to indemnify, defend and hold you, your employees, directors
      and officers (“Your Indemnified Parties”) from any and all third party
      actions, liability, damages, costs and expenses (including, but not
      limited to, those attorneys’ fees and expenses charged to us) arising
      from, or relating to, personal injury or property damage resulting
      solely from our gross negligence or willful misconduct. You waive and
      release all claims against Our Indemnified Parties (as defined in
      section b), and agree that Our Indemnified Parties shall not be liable
      for injury to person or damage to property sustained by Your Indemnified
      Parties caused by the Services, or otherwise relating to this MSA,
      except if such injury or damage results solely from our gross negligence
      or willful misconduct.
    2. You agree to indemnify, defend and hold us, third parties who provide
      aspects of the service to us, contractors, subcontractors, affiliates,
      employees, directors and officers (“Our Indemnified Parties”) from any
      and all third party actions, liability, damages, costs and expenses
      (including, but not limited to, those attorneys’ fees and expenses
      charged to us) arising from, or relating to:
      1. personal injury or property damage resulting from your acts, or
        inaction, or those of any individual or entity identified as Your
        Indemnified Parties below, as well as End Users;
      2. any claim by you, Your Indemnified Parties, or End Users, other than
        a claim based solely on our gross negligence or willful misconduct;
      3. any claim by your customers, including End Users, relating to, or
        arising out of, your, or any End Users’ services or the Services
        provided under this MSA;
      4. any claim that you have failed to fulfill a contractual obligation
        with a third party;
      5. any claim resulting from your failure to obtain consents or licenses
        necessary for you, or your End Users, to use the Services; and
      6. any claim by a party claiming by, though, or under you, or an End
        User, to the extent that such a claim, if sustained would result in
        any greater obligation or liability to us than what we have
        undertaken to you in this MSA.
  5. Each of Us Stands Behind this MSA.
    1. Each party warrants to the other that it has the power, authority and
      legal right to enter into this MSA and to perform its obligations set
      out in it, and pursuant to any provisions or agreements incorporated
      into it.
    2. You warrant that you either own, or have licensed the right to use, the
      technology necessary to use the Services, the data transmitted using the
      Services, and any technology you place on our network. You agree to
      provide us with evidence of these licenses or rights on our reasonable
      request, and to procure similar warranties from your End Users. In
      particular, you represent and warrant that the material placed on, or
      transmitted through, the Services does not infringe any third party
      patent, copyright, trademark or trade secret right, and that you have
      used commercially reasonable efforts to ensure that the material is free
      from viruses and is not being placed on our Services to enable access to
      them by parties other than you.
    3. NOTWITHSTANDING ANY ORAL OR WRITTEN COMMUNICATIONS BETWEEN US AND YOU
      ABOUT OR IN CONNECTION WITH THE SERVICES, EXCEPT AS EXPRESSLY STATED IN
      THIS MSA OR IN ANY DESCRIPTION OF OUR PRODUCTS, AND TO THE FULL EXTENT
      PERMITTED BY APPLICABLE LAW, NEITHER WE NOR ANY OF OUR EMPLOYEES,
      AFFILIATES, AGENTS, SUPPLIERS, SUB-CONTRACTORS OR LICENSORS MAKE ANY
      WARRANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING
      FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE INCLUDING,
      BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
      PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION,
      NON-INTERRUPTION, NON-INTERFERENCE, NON-INFRINGEMENT, OR THAT THE
      SERVICES ARE COMPLETELY SECURE OR ERROR-FREE. EXCEPT AS EXPRESSLY STATED
      IN THIS MSA, THE SERVICES AND EQUIPMENT PROVIDED UNDER OR ASSOCIATED
      WITH THIS MSA ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL
      FAULTS” BASIS.
  6. Our Liability is Limited.
  7. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, IN NO EVENT WILL WE BE
    LIABLE TO YOU OR ANY THIRD PARTY MAKING A CLAIM BASED ON OUR PROVIDING THE
    SERVICES TO YOU FOR (I) LOST PROFITS; (II) LOSS OF BUSINESS; (III) LOSS OF
    REVENUES; (IV) LOSS OF DATA OR INTERRUPTION OR CORRUPTION OF DATA; (V) ANY
    CONSEQUENTIAL OR INDIRECT DAMAGES; OR (VI) ANY INCIDENTAL, SPECIAL,
    RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES (IF APPLICABLE). THIS LIMITATION
    APPLIES EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY
    OTHER TYPE OF DAMAGES OTHER THAN DIRECT DAMAGES. OUR MAXIMUM LIABILITY SHALL
    BE ONE (1) MONTH’S FEES (OR THE EQUIVALENT THEREOF) ACTUALLY RECEIVED BY US
    DURING THE MONTH PRIOR TO YOUR CLAIM. IF THIS DISCLAIMER IS PROHIBITED BY
    THE LAW GOVERNING THIS MSA, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT
    ALLOWED BY LAW. AS FURTHER LIMITATION, OUR MAXIMUM LIABILITY RELATING TO ANY
    SERVICE THAT HAS A NON-RECURRING CHARGE WILL EQUAL THE AMOUNT OF THE
    NON-RECURRING CHARGE FOR SUCH SERVICE ON THE OCCASION GIVING RISE TO THE
    CLAIM. OUR OBLIGATION TO INDEMNIFY YOU, WHICH IS SET OUT IN PARAGRAPH 10, IS
    NOT LIMITED BY THIS PARAGRAPH.
    1. We Each Agree to Keep Certain Information Confidential.
      1. The term “Confidential Information” includes, but is not limited to,
        a party’s inventions, trade secrets, Customer information, business
        plans, designs, programs, product or marketing data, Customer lists
        and histories, sources of supply, production plans, financial
        statements, pricing data, test results, business strategies,
        manuals, materials, systems, financial information, non-public
        methods, processes and techniques, this MSA (other than the Privacy
        Policy and AUP), any information marked “Confidential,” and all
        other non-public business and technical information, whether related
        to past, present or future products and services.
      2. Each of the parties agree that if one party (“Disclosing Party”)
        provides Confidential Information to the other party (“Receiving
        Party”), that Confidential Information shall be held in confidence,
        and the Receiving Party shall give the Confidential Information the
        same care and protection as it gives generally to its own
        confidential and proprietary information, but no less than
        reasonable care, in order to avoid disclosure to, or unauthorized
        use by, any third party. All Confidential Information, unless
        otherwise specified in writing, shall remain the property of the
        Disclosing Party, and shall be used by the Receiving Party only for
        its intended purpose. All Confidential Information, including all
        copies of it, shall be either returned to the Disclosing Party or
        destroyed after the Receiving Party’s need for it has expired, or
        upon the request of the Disclosing Party, each at the option of the
        Disclosing Party. The provisions of this paragraph shall not apply
        to any Confidential Information which:
        1. becomes publicly available, other than through disclosure by the
          Receiving Party;
        2. is required to be disclosed by any governmental authority,
          applicable law, or by court order;
        3. is independently developed by the Receiving Party;
        4. becomes available to the Receiving Party without restriction
          from a third party; or
        5. becomes relevant to the settlement of any dispute or enforcement
          of either party’s rights under this MSA.

    If any Confidential Information is required to be disclosed based on this
    paragraph, the party required to make such a disclosure shall, where legally
    permitted, immediately inform the other party of the requirements of such a
    disclosure to enable the Disclosing Party to take protective measures to
    preserve the confidentiality of such Confidential Information as fully as
    possible in the context of such a permitted disclosure. It is not a
    violation of this paragraph for a party to disclose Confidential Information
    to its employees or agents, its legal, financial and accounting advisors,
    and to its lenders which need to know that Confidential Information,
    provided that the Disclosing Party notifies any recipient of its
    confidential and proprietary nature.

    1. Data Protection
      1. “Data Protection Legislation” means all applicable laws relating
        to data protection and privacy including (without limitation) the
        EU General Data Protection Regulation (2016/679) and any
        implementing national laws, the EU Privacy and Electronic
        Communications Directive 2002/58/EC as implemented in each
        jurisdiction, and any amending or replacement legislation from
        time to time.
      2. You are the data controller and we are the data processor in respect
        of any personal data submitted via and processed by the Services
        under this MSA (“Hosted Personal Data”).
      3. You warrant, undertake and agree to comply with your obligations
        under Data Protection Legislation in respect of the Hosted Personal
        Data, and ensure that your instructions to us in respect of the
        Hosted Personal Data are lawful.
      4. We will:
        1. only process the Hosted Personal Data in accordance with the
          instructions set out under this MSA or otherwise given from time
          to time by you in writing and agreed by us (subject to the
          provisions of section 7). Where permitted by law, we will notify
          you we are required to process the Hosted Personal Data other
          than in accordance with your instructions;
        2. ensure our personnel with access to Hosted Personal Data are
          bound by obligations of confidentiality;
        3. upon written request and at your expense, taking into account
          the nature of the processing and the information available to
          us, reasonably assist you in ensuring compliance with your
          obligations under Data Protection Legislation; and
        4. upon written request  we will make available to you such
          information as is reasonably necessary to demonstrate compliance
          by us with our obligations to you in respect of the situations
          where we are your data processor under this section 13 (Data
          Protection). On a case by case basis, we will consider any
          reasonable requests to access our premises for the purposes of
          auditing our compliance with our obligations as a data processor
          in this section 13 (Data Protection), taking into account our
          need to preserve the security of our infrastructure and other
          customers’ data. We reserve the right to charge an appropriate
          fee for complying with any such requests.
      5. You agree that we may subcontract the processing of the Hosted
        Personal Data to any of our associated companies and/or any
        sub-contractor (a “Sub-processor”). We will ensure Sub-processors
        are subject to contractual obligations which provide the same
        standard of protection for Hosted Personal Data as those imposed on
        us under these Terms. We will inform you of any intended changes
        concerning the addition or replacement of any Sub-processor within a
        reasonable time prior to implementation of such change. In the event
        you object to such change, you shall be entitled to terminate this
        MSA on 30 days’ notice as your sole and exclusive remedy. We will be
        responsible for the performance of our Sub-processors.
      6. You agree that Hosted Personal Data may be processed by us and our
        Sub-processors outside the European Economic Area in order to carry
        out the Services and our other obligations under this MSA, in
        accordance with our Privacy Shield certification (see section 4 for
        further information on our Privacy Shield certification).
      7. The Hosted Personal Data processing activities carried out by us
        under this MSA may be described as follows:
        1. Subject matter: The provision of the Services, as described in
          the Order Form.
        2. Duration: The duration of the Services.
        3. Nature and purpose: To enable us to provide the Services.
        4. Data categories: Information relating to individuals provided to
          us via the Services, by (or at the direction of) you or End
          Users.
        5. Data subjects: Individuals about whom the information is
          provided to us via the Services by (or at the direction of) you
          or End Users.
    2. We Take Security Seriously. We implement and maintain
      technical and organisational security measures to safeguard the Hosted
      Personal Data from unauthorised or unlawful processing or accidental
      loss, damage or destruction.  However, many of the resources associated
      with the Services are co-managed with you. You are solely responsible
      for the security of those aspects of the Services that are co-managed,
      and you agree to manage them in a way that does not impact the security
      of our network as a whole. The Services are configured for standard
      deployment. This configuration may not meet your security needs. It is
      your responsibility to configure the Services to meet your Security
      needs. We are not responsible for the manner in which you customize the
      configuration to suit your needs or its results. Should we determine
      that there has been unauthorized access to the Services (“Breach”), we
      may consult with a professional security agency to determine our best
      course of action and if advised, we agree to notify you in writing as
      soon as we have determined our course of action with regard to a breach
      (“Breach Notification”). We may take action, including suspending all,
      or part of the Services, to isolate and mitigate the cause of a Breach.
      We have no liability to you for the effects of that suspension. The
      Breach Notification may contain preliminary and unconfirmed information;
      however, it is provided to you to assist in your efforts to mitigate the
      effects of a Breach. To the extent you rely on a Breach Notification,
      you do so at your own risk. We each agree to reasonably cooperate with
      each other to investigate the facts and circumstances involved in a
      Breach. To the extent our cooperation requires us to devote time and
      resources above and beyond those extended by us in conjunction with a
      typical Breach investigation, or should we be asked to cooperate with a
      governmental investigation, you will be billed at our standard
      consulting Fees. Any information we provide to you in conjunction with a
      Breach, including the Breach Notification, shall be our Confidential
      Information.
    3. Compliance with Laws. Each party agrees that it will obtain and maintain all permits, licenses or certificates that are
      required by any regulatory body for the provision or use of the Services. Each party will comply with all applicable laws in performing its obligations, and exercising its rights under this MSA. Unless specifically set out in your Order Form, we do not warrant, nor have we represented to you that the Services meet any particular industry standard.
    4. We own the IP addresses used by the Services. Upon termination, they must be relinquished by you. The Services will have either a shared or dedicated IP address. We cannot guarantee this IP address will never change. We make a reasonable effort to avoid IP address changes but due to many factors, including network configuration changes, you will be given advance e-mail notification of such a change.
    5. General Provisions.
      1. We will use your name and email address to send newsletters on
        occasion to you. These newsletters may include information on
        promotions, services, and the company. Out of respect for your
        privacy, we provide you a way to unsubscribe in each promotional
        email. You may opt-out of these communications by clicking the
        unsubscribe link provided. We will send you strictly service-related
        announcements on occasion when it is necessary to do so; for
        example, if there is network maintenance you will receive an email.
      2. Neither you, nor any End Users, may remove, modify or obscure any
        copyright, trademark or other proprietary rights notices that are
        contained in or on the Services or products used to provide the
        Services. We, or an entity acting on our behalf, will provide the
        support, if any, expressly set out in this MSA for products and
        software licensed by Microsoft. Any license provided to you is
        provided with “Restricted Rights” applicable to private and public
        licensees, including restrictions on use, duplication or disclosure
        by the U.S. Government as set forth in this MSA and as provided in
        subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
        Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and
        (2) of the Commercial Computer Software Restricted Rights at 48 CFR
        52.227-19, as applicable.
      3. This MSA will be construed and controlled by the laws of the State
        of Florida, and each party consents to exclusive jurisdiction and
        venue in the federal courts sitting in Miami, Florida, unless no
        federal subject matter jurisdiction exists, in which case the
        parties consent to exclusive jurisdiction and venue in state courts
        in Miami, Florida. The parties waive all defenses of lack of
        personal jurisdiction and forum non-conveniens. Process may be
        served on either party in the manner authorized by applicable law or
        court rule. In any action or suit to enforce any right or remedy
        under this MSA or to interpret any provisions of this MSA, the
        prevailing party will be entitled to recover its reasonable
        attorneys’ fees, costs and other expenses.
      4. This MSA may only be amended in writing upon agreement of the
        parties. However, the AUP may be amended as provided in this MSA.
      5. The fact that one party fails to exercise, partially exercises, or
        delays exercising a right, remedy or power available to it in this
        MSA is not a waiver or preclusion of a right to do so in the future.
        The waiver by a party of time for performance, or extension of the
        time to do so, shall not constitute a waiver of the act or condition
        itself.
      6. Either party may assign this MSA to an affiliate if the original
        signatory to the MSA remains fully responsible for the rights and
        obligations of the affiliate. Otherwise, you may only assign this
        MSA with our written consent. However, the Services may be performed
        by our corporate subsidiaries, its agents or subcontractors, without
        your consent. Any other attempt to assign, without written consent,
        shall be null and void. This MSA shall be binding upon and inure to
        either party’s benefit and their respective successors and permitted
        assigns.
      7. Should a particular provision be held to be illegal or unenforceable
        in any jurisdiction, that provision shall be effective to the extent
        of such illegality or unenforceability, without invalidating the
        remaining provisions, and the provision at issue shall be restated
        to reflect the original intentions of the parties, to the greatest
        extent possible, and in accordance with the law. Section, paragraph
        and other titles are for ease of reference only, and they are not
        considered to be part of this MSA.
      8. This MSA, together with all documents incorporated by reference,
        states the entire agreement between the parties. Except for
        pre-existing obligations of confidentiality, non-disclosure and
        non-competition, with respect to the subject of this MSA, it
        supersedes all previous proposals, negotiations and other written or
        oral communications between the parties.
      9. This MSA is the result of negotiations between equally situated
        parties. Each party has had the ability to protect their legal and
        other interests, and have had, and do have, a full and complete
        opportunity to review, analyze, evaluate, negotiate, edit and draft
        the terms of this MSA. Accordingly, this MSA shall not be strictly
        construed or enforced against any party, and any ambiguity in any
        term or condition contained in this MSA shall not be interpreted in
        favor of one party and against another party, based upon any rule of
        construction whose premise is draftsmanship of this MSA or up on the
        relative bargaining position of the parties.
      10. If there is a conflict between the terms of this MSA, Order Form and
        AUP, they shall have the following precedence: AUP, Order Form and
        MSA.
      11. The parties are independent contractors. Unless in the Order Form
        the Customer specifically grants us the right to enter into
        contracts on its behalf, neither party shall have the right to enter
        into contracts on the other’s behalf. Under no circumstances will
        either party have the authority to make any representations, claims
        or warranties of any kind on behalf of the other party, its
        affiliates, agents, subcontractors, licensors or third-party
        suppliers.
      12. If the Customer is based in the state of California, it is advised
        that, if applicable under California Civil Code Section 1789.3, it
        may initiate a complaint about the Service through our trouble
        ticket system, or as set out in the applicable SLA. If the Customer
        is not satisfied with the resolution provided by us, the Customer
        may contact us, in writing, at the address set out in paragraph
        17(o), and the Complaint Assistance Unit of the Division of Consumer
        Services of the Department of Consumer Affairs at 1020 N. Street
        #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254. The
        charges for the Services are set out in the applicable Order Form.
        This paragraph shall not change, alter or indicate a waiver of the
        party’s choice of jurisdiction and venue set out in paragraph 17(c).
      13. The rights and obligations of the parties set out in this MSA that
        would by their nature or context be intended to survive the
        expiration or termination of this MSA, shall survive. In particular,
        but without limiting the preceding sentence, the parties’ rights and
        obligations under the following sections of this MSA shall survive:
        3, 5, 8, 9, 11(c), 12, 13, 14, 17 (c), (f), (g), (h), (i), (j), (m),
        (o), and 19 (g).
      14. Except for the obligation to pay monies due and owing, neither party
        shall be liable for any delay or failure in performance due to
        events outside the defaulting party’s reasonable control, including
        without limitation, acts of God, telecommunications interruptions,
        earthquake, labor disputes, shortages of supplies, riots, war, fire,
        epidemics, or delays of common carriers or other circumstances
        beyond its reasonable control. The obligations and rights of the
        excused party shall be extended on a day to day basis for the time
        period equal to the period of the excusable delay. The party
        affected by the Force Majeure shall notify the other party as soon
        as possible, but in no event less than ten (10) days from the
        beginning of the Force Majeure event.
      15. Notices regarding our SLA and AUP shall be provided to the addresses
        set out in those documents. All other notices that are required,
        permitted or necessary under this MSA must be in writing, and they
        are deemed to have been received on the earlier of:
        1. actual receipt;
        2. the date of receipt set out on any indication of delivery (other
          than facsimile or email confirmation); or
        3. on the fourth (4th) business day after being deposited in a
          governmentally operated postal service, and addressed as below.

    Parties may provide notices, requests, consents and other communications by
    email.  They shall be sent to:
    legal@domiserver.com

    1. These Paragraphs Apply Only to Dedicated Server Customers. If your Order Form states
      that the Services included “Dedicated
      Servers,” the following paragraphs apply to those Services described as
      Dedicated Servers, and only to those Services. Should any of these
      paragraphs differ from prior paragraphs, these paragraphs shall prevail:
      1. For Dedicated Servers, the Service includes the equipment,
        facilities, programming, data files, software, services and
        resources that we use to enable you to outsource your data and
        Internet requirements with access through our network. Dedicated
        Services are provisioned by the date set out on your Order.
      2. You agree to provide to us any material that is necessary for us to
        configure, and if set out in the Order Form, customize the Service
        (“Dedicated Material”). The Dedicated Material must be provided to
        us in a server ready manner, capable of being placed on the Services
        without more than administrative effort on our part.
      3. Where applicable, you shall provide to us administrative access to
        the operating system on the managed service.
      4. We will promptly replace any defective hardware used on the Service
        as set out in our MSA.
      5. We reserve the right to relocate the equipment used to provide the
        Service at any time. You will have no physical access to this
        equipment.
      6. Your incoming and outgoing bandwidth will be monitored and combined,
        and where applicable, you will be charged Overage Fees set out in
        the Order Form.
    2. These Paragraphs Apply Only to Domain and Web Hosting Services
      Customers.

      If your Order Form states that the Services included “Domain and Web
      Hosting Services,” the following paragraphs apply to those Services
      described as Managed by an Administrator, and only to those Services.
      Should any of these paragraphs differ from prior paragraphs, these
      paragraphs shall prevail:
      1. For Domain and Web Hosting Administrative Services, the Service
        refers to the operation and maintenance of the infrastructure used
        to provide the Services, including equipment, programming, data
        files, software, services and resources, as set out in the Order
        Form.
      2. We agree to monitor the network, physical infrastructure, servers
        and applications on a 24x7x365 basis. You acknowledge and agree
        that:
        1. the performance of the Managed Services is subject to industry
          best practices, the technical limitations of the devices being
          managed and the equipment and infrastructure of the Customer;
          and
        2. certain Managed Services may expose vulnerabilities and could
          result in the disruption of Services in some circumstances.
      3. The support you are eligible to receive is determined by the plan
        you select on the Order Form. The support included in each plan is
        set out on the Order Form. The amount and type of support may be
        changed at any time without notice. While we strive to provide the
        highest level of support for the Services, you are ultimately
        responsible for the final result and condition of the Services.
      4. Your acceptance of this MSA authorizes us to log in and access your
        server as necessary for installing and configuring the Managed
        Services, for general server maintenance, and for other purposes
        reasonably required by us to provide the Managed Services to you.
      5. Software Patches: We will monitor and install any third-party
        software that is in a stable branch of a repository base package
        system (“Patch”). These Patch installations shall be completed
        within thirty (30) calendar days of the software release, or as
        requested by you if you decline scheduled patches.
      6. Firewall Settings: We will select all your initial firewall settings
        for Managed Services. You may request changes to your initial
        firewall settings by submitting a ticket. If approved, your initial
        firewall settings will be changed within one (1) business day after
        our receipt of your ticket.
      7. If the Managed Services include backup services, we will use
        reasonable efforts to comply with your backup preferences (“Backup
        Services”). If you purchase off-the-shelf Backup Services, we have
        designed those Backup Services in a general manner. It is your
        responsibility to configure them to serve your unique needs. If you
        purchase custom Backup Services, we will rely on your instructions
        to configure those Backup Services. You agree to release us from
        liability should these instructions be incomplete, or fail to
        provide us with sufficient information to configure custom Backup
        Services that may have captured particular data.
      8. You agree to provide us any material that is necessary for us to
        configure, and if set out in the Order Form, customize the Service
        (“Managed Services Material”). The Managed Services Material must be
        provided to us in a server ready manner, capable of being placed on
        the Services without more than an administrative effort on our part.
      9. Our unlimited shared hosting is designed to meet the needs of most
        small businesses and personal websites; it is not designed to meet
        the needs of large businesses or client services that fall outside
        the average usage pattern for shared hosting and may be better
        suited for hosting plans that provide expanded features. Accounts
        with a large number of files (inode counts in excess of 200,000),
        databases exceeding 5GB in size or a cumulative size of all
        databases in excess of 10GB can have a significant impact on server
        performance. We reserve the right to request that the number of
        inodes (files and directories) and/or database sizes be reduced to
        help ensure server performance. Failure to comply with these
        requests may result in termination of your account. If your use of
        the Services exceeds either:
        1. the description set out on the Order Form; or
        2. that of similarly situated Customers, we reserve the right to
          modify the Services so that they meet this criteria, or place
          you in a new service plan.

    If you exceed the data transfer limit of your account you will be notified
    by us to resolve the situation and be given options for upgrading your
    account. E-mail warning notices will be sent upon approaching your limit.
    Once the limit is reached, data transfer will be stopped.

    1. These Paragraphs Apply Only to Cloud Services. If your
      Order Form states that the Services included “Cloud Services,” the
      following paragraphs apply to those Services described as Cloud
      Services, and only to those Services. Should any of these paragraphs
      differ from prior paragraphs, these paragraphs shall prevail:
      1. Your incoming and outgoing bandwidth will be monitored and combined,
        and you will be charged the Fees set out in the Order Form.
      2. Cloud Services may have limitations on both the bandwidth and/or
        throughput you may use. These limitations are generally set out on
        your Order Form. However, you may not use the Services in a way that
        jeopardizes our ability to provide services to other Customers or
        the stability of our network. Should we determine that you have used
        the Services in this manner, we reserve the right to limit your use
        of the Services to minimize these effects. Following our limitation
        of this use, we will notify you in writing of steps you may take to
        mitigate these effects. If you do not accept these steps, we reserve
        the right to impose permanent limitations on your use of the
        Services.
      3. We reserve the right to relocate the equipment used to provide the
        Service at any time. You will have no physical access to this
        equipment.
      4. Our Power Pack product permits a Customer to exceed the allocated
        limit applicable to their cloud server product’s RAM to meet
        exceptional needs for short periods. In addition to any limit
        specified for the Power Pack product purchased by you in the product
        literature or on a purchase order, we may apply a fair use policy.
        We reserve the right to limit the amount of excess RAM available to
        Customer’s cloud server should such server use a significant amount
        of excess RAM for an extended period of time. In this event, we will
        inform the Customer and will recommend that the Customer upgrade
        their cloud server product.
    2. These Paragraphs Apply Only to Domain Name Services. If
      your Order Form states that the Services included “Domain Name Services”
      or “Domain Name Registration,” the following paragraphs apply to those
      Services described as Domain Services, and only to those Services.
      Should any of these paragraphs differ from prior paragraphs, these
      paragraphs shall prevail:
      1. The Domain Services will be provided to you through our third-party
        vendors, [ENOM]  or [P.D.R. Solutions LLC] (“Domain Name Vendor”).
        By purchasing domain name services through us, you are bound by the
        Domain Name Vendor terms and conditions, which can be found at [http://www.enom.com/terms/] or
        https://www.resellerclub.com/legal-agreements,
        and are hereby incorporated into this MSA. We strongly encourage
        you to review the Domain Name Vendor terms and conditions prior to
        your purchase of the Domain Services.
      2. You understand and agree that your domain name is not actually
        registered until you receive a registration confirmation from us. We
        have no liability for the failure of a domain name to register
        during the registration process.
      3. It is your responsibility to maintain, secure, update and keep
        strictly confidential all domain name, login IDs and passwords.
      4. You must provide certain current, complete and accurate account and
        WHOIS information for your domain name(s). You must maintain and
        update this information as needed to keep it current, complete and
        accurate. You understand that WHOIS information is not subject to
        our Privacy Policy. It is important to know that you may receive
        verification emails from domain name registrars to which you are
        required to respond. It is your obligation to include in your domain
        name registration information contact details that are regularly
        monitored.
      5. Only you, and not us or Domain Name Vendor, are responsible for
        determining whether the domain name(s) you select, or the use you or
        others make of the domain name(s), infringes the legal rights of
        others. It is your responsibility to know whether or not the domain
        name(s) you select or use or allow others to use infringe the legal
        rights of others.
      6. The Domain Name Vendor may reject your domain name application, or
        discontinue providing Domain Services to you, for any reason within
        thirty (30) calendar days of a Domain Service initiation or renewal.
        Outside of this period, Domain Name Vendor may terminate or suspend
        the domain name at any time for cause, which without limitation,
        includes:
        1. registration of prohibited domain name(s);
        2. abuse of the domain name;
        3. payment irregularities;
        4. allegations of illegal conduct;
        5. failure to keep your account or WHOIS information accurate and
          up-to-date;
        6. failure to respond to inquiries from Domain Name Vendor for over
          ten (10) calendar days; or
        7. if your use of the Domain Services involves us in a violation of
          any third party’s rights or acceptable use policies, including,
          but not limited to, the transmission of unsolicited email or the
          violation of any copyright. No refund will be made when there is
          a suspension or termination of Domain Services for cause.
      7. Either the Domain Name Vendor or we will notify you when renewal
        fees are due. It is your responsibility to keep current payment
        details on file with us. We have no liability should your domain
        name registration lapse because either we, or our partners, are
        unable to process your payment information.
      8. The Domain Name Vendor owns all database, compilation, collective
        and similar rights, title and interests worldwide in its domain name
        database, and all information and derivative works generated from
        the domain name database.
      9. YOU REPRESENT AND WARRANT THAT NEITHER THE REGISTRATION OF A DOMAIN
        NAME, NOR THE MANNER IN WHICH IT IS DIRECTLY OR INDIRECTLY USED, NOR
        THE USE OF OTHER OF THE DOMAIN SERVICES, INFRINGES THE LEGAL RIGHTS
        OF A THIRD PARTY OR WILL OTHERWISE SUBJECT DOMAIN NAME VENDOR OR US
        TO A LEGAL CLAIM. THE DOMAIN SERVICES ARE INTENDED FOR USE BY
        PERSONS WHO ARE AT LEAST 18 YEARS OLD, AND BY USING THE DOMAIN
        SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS
        OLD AND ALL INFORMATION PROVIDED BY YOU IN CONNECTION WITH YOUR
        PROCUREMENT OF THE DOMAIN SERVICES IS ACCURATE. ALL DOMAIN SERVICES
        ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS.
      10. You agree to be bound by the domain name transfer agreement located
        here: https://archive.icann.org/en/transfers/policy-12jul04.htm
      11. Unless this MSA contains another dispute resolution policy, you
        agree to be bound by the ICANN Uniform Dispute Resolution Policy
        here: http://www.icann.org/dndr/udrp/policy.htm
      12. Only the owner may transfer a domain name or respond to a transfer
        request. You must unlock your domain prior to requesting a transfer.
        You must secure an EPP Authorization Code in order to transfer
        domains to an EPP registry.

    By using Domiserver (DS) DBA domiserver.com, you agree to
    the above terms of service.