Introduction.
Use of MajorHost systems and services based in Lithuania or in any other country, including the Netherlands and Russia (hereinafter - Services), is subject to the below Terms&Conditions of Service for Hosting (IaaS) MajorHost (hereinafter — the Agreement) provisions. The use of the Service by Customer, therefore, constitutes acceptance of the Agreement. The Agreement is designed to provide a clear understanding of the rules, regulations, and restrictions on the use of our Services.
MajorHost reserves the right to modify these Terms and Conditions of Service for Hosting at any time.
By accepting this agreement, you agree to follow and be bound by the terms and conditions of this agreement. if you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions of this agreement and, in such event, «you» and «your» as used in this agreement shall refer to such entity. if you do not have such authority, or if you or such entity do not agree to the terms and conditions of this agreement, you may not use the services.
Parties.
Serverio Technologijos MB (hereinafter «MajorHost») a company incorporated in the Lithuania whose registered number is 304846278 and whose registered office is at Perkūnkiemio g. 13-91, LT-12114 Vilnius, Lithuania (Supplier); and (Customer), each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. This Agreement sets forth the terms and conditions that govern orders placed by for Services under this Agreement:
Definitions.
«Agreement» means any Order and these Terms and Conditions collectively.
«Customer» means the entity or individual so named on the Order.
«Customer Data» means any data (including but not limited to any software application) stored by Customer on the cloud infrastructure provided by Supplier, including all text, pictures, sound, video, and log files and all documentation (printed or electronic).
«Users» means any person or entity deriving use of the Services through Customer including but not limited to the Customer (its employees, consultants, contractors, and agents), an Affiliate of Customer or a customer of Customer.
«Infrastructure» or «Service(s)» means the Infrastructure-as-a-Service (IaaS) cloud computing services provided by Supplier to Customer, namely an on-demand network access to a shared pool of configurable computing resources (such as virtualization, servers, storage, networking, and datacenter facilities), as further described in the order.
«Force Majeure Event» is any event beyond a Party's reasonable control, including, without limitation, acts of war, earthquake, hurricanes, flood, fire or other similar casualty, embargo, riot, terrorism, sabotage, strikes, governmental act, insurrections, epidemics, inability to procure materials or transportation facilities, failure of power, restrictive laws or regulations, court orders, condemnation, failure of the Internet or other event of a similar nature.
«Governmental Authority» means any federal, national, cantonal or city, court, governmental or administrative authority or regulatory body, whether foreign or domestic.
«Intellectual Property Rights» means and includes any and all intellectual property of whatever nature and kind including without limitation patents, designs, trademarks and service marks, copyrights, domain names, trade names (whether such rights are applied for, registered or not), database rights, design rights, inventions, drawings, computer programs, data, formulae, algorithm, software, know-how, confidential information, goodwill and applications and the right to apply for protection of any of the above rights.
«Malicious Code» means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
«Order» means the order submitted by Customer to Supplier by mail, fax, email or via the Website, setting out matters relating to Supplier's delivery of Services to Customer and governed by these Terms and Conditions.
«Personal Information» means any information relating to a natural person as defined by the applicable law that may be used to identify an individual.
«Service Commencement Time» means (i) the time Supplier commences providing the Services as notified by Supplier to Customer; or (ii) the time Customer begins using the Services, whichever date is earlier.
«Services Fees» means charges for the Services (including but not limited to monthly recurring charges and non-recurring charges) as identified in the relevant Order.
«Software» means any software application provided by Supplier which Customer may be entitled to use in accordance with any Order.
«Supplier Data» means any data, including but not limited to any software applications, class libraries, texts, pictures, sounds, videos, and log files, and documentation (printed or electronic).
«Supplier Technology» means Supplier's technology, including without limitation, the Services, software tools, hardware designs, algorithms, software (in source and object codes), user interface designs, architecture, network designs, know-how, business methods, and any related Intellectual Property Rights throughout the world (whether owned by Supplier or licensed to Supplier from a third party).
«Website» means the website available at https://majorhost.net/.
Technical requirements.
When using a Service, a Customer shall comply with the following technical requirements:
a. Any header modification is forbidden.
b. Sending traffic from IPs not assigned by MajorHost is forbidden.
c. Using any IP addresses other than those assigned to external interfaces is forbidden.
d. The maximum allowed PPS (Packets per Second) from a dedicated server is 20.000, from a VM (Virtual Machine) is 5000.
e. Active DHCP services on external Ethernet interfaces are forbidden.
f. Multicast on external interfaces is forbidden.
g. Port scanning is forbidden.
h. The amount of MAC addresses cannot exceed the amount of assigned IPs.
i. IP spoofing as well as any other falsification of identification data used in network protocols, when transferring data to the Internet, is forbidden.
The Services.
Customer may submit the Order(s) via the Website (after having accepted on the Website to be bound by these Terms and Conditions) or by executing the Order and these Terms and Conditions and returning them to the Supplier by mail, fax or email. The submission of that certain Order(s) shall constitute an offer to buy the Services. Supplier may accept that offer at its sole discretion (at which time both Customer and Supplier are legally bound) by way of (i) a message sent via the Website or by mail, fax or email, thereby acknowledging receipt and acceptance of the Order; or (ii) delivery of the Services.
Generally. Customer may access and use the Service in accordance with this Agreement. Customer will adhere to all laws, rules and regulations applicable to its use of the Service. The Service is provided to Customer for its internal use and Customer shall not resell the Service to any third party.
Third Party Content. third Party Content, such as software applications provided by third parties, may be made available by other entities under separate terms and conditions. Customer is responsible to comply with applicable terms and conditions for third Party Content. Customer's use of any third Party Content is at Customer's sole risk. Supplier is not responsible for providing support to third Party Content.
Customer understands that not all external third Party Content may comply with Service information security policies and Customer agrees to submit any new interface or connectivity requirement requests to Service prior to installation into the Data Center. Third Party Content that does not comply with Service information security policies will not be installed in the Data Center.
Facilities and use of Customer Data. Supplier will maintain appropriate administration, physical and technical safeguards that adhere to security standards that a reasonably prudent service provider in the same industry would provide under like circumstances to store and process Customer Data. Supplier accesses and uses Customer Data only as necessary to provide the Service, perform or enforce contractual obligations or comply with applicable law. By using the Service, Customer consents to the processing and storing of Customer Data. The parties agree that Customer is merely an information technology service provider.
Supplier obligations.
Scope of Services. The Service shall include: (i) the deployment and administration of server hardware and the licensed software at the hosting center; (ii) monitoring communication circuit that is reasonably within the control of Supplier or Internet service provider and hardware availability; (iii) installation of all updates, upgrades, releases, error corrections, and enhancements (except that configuration of new features exposed by such installation will require configuration by Customer or a separate Statement of Work) of the licensed Software; and (iv) routine backups of software and data residing on the data repository location.
Standard of Performance. Supplier agrees to provide the Service to and for the benefit of Customer in accordance with the terms of this Agreement, including all Schedules and Exhibits hereto, and use industry practices and methods to avoid, prevent, and mitigate any material adverse effect on the Service or the continuity and quality of the services being provided to Customer.
Information Security. Supplier will make commercially reasonable efforts to keep Customer's Content and data appropriately secured against unauthorized access including:
(i) All systems and services in the Data Center are subject to vulnerability scanning to identify any information security risks that may be present and trigger remediation efforts;
(ii) Supplier requires that all Internet facing application services use SSL communications for proper encryption of data transmitted between the Data Center and Customer.
Availability of Service. The Supplier and all Customer Content shall be accessible to Customer's authorized users 24 hours per day, 7 days a week, excluding scheduled times for maintenance and updates of Supplier infrastructure software of which Customer will be notified in advance, and any Downtime due to Internet outages resulting from failures reasonably outside the control of Supplier or hosting provider, corruption of Internet route information within internet route server environment, major connectivity failures within or between major providers or corruption of internet root level DNS services. In the event that, during any three (3) month period, the Customer Content experiences three or more episodes of Downtime with one or more episodes of Downtime lasting at least six (6) hours each and two (2) or more additional episodes of Downtime lasting at least three (3) hours each, Customer shall have the right to terminate this Agreement upon fifteen (15) days written notice from the last episode of Downtime, within 180 days following the written notice to Supplier, without payment of any penalty, which termination right shall be Customer's sole and exclusive remedy for Downtime other than Downtime caused by Supplier willful misconduct.
Control of Services. Supplier shall manage the Service. Supplier may, in its sole discretion (i) reengineer Supplier network components and/or change locations where services are performed; (ii) perform its obligations through its subsidiaries or affiliates, or through the use of selected independent subcontractors; and (ii) modify and/or replace technology or service architectures relating to the services.
Minimization of Planned Service Disruptions. Whenever conditions reasonably permit, the parties will mutually agree on the scope, timing, frequency and duration of any planned service disruptions or delays and will jointly attempt to minimize any unnecessary impact on Customer's business operations. Routine daily maintenance will be accomplished whenever possible by scheduling between the hours of 10:00 p.m. and 8:00 a.m. In addition, longer maintenance will be accomplished when possible on weekends between the hours of 6:00 p.m. Saturday and 8:00 a.m., unless Supplier notifies Customer otherwise. Supplier shall monitor the Services 24/7/365.
Customer's obligations.
Technical Data and Information. Customer shall provide Supplier with all technical data and all other information Supplier may reasonably request from time to time to allow Supplier to supply the Supplier Service to Customer. All information Customer supplies will be complete, accurate and given in good faith.
Information Security: Customer will maintain Internet firewalls to protect Customer's Infrastructure and Applications from unwanted and inappropriate access;
Customer will provide, install and maintain active anti-virus services on all appropriate systems and services.
Lawful Use. Customer will use the Service for legitimate and lawful business purposes only. Any breach of this Section will constitute a material breach of this Agreement and in addition to Supplier termination rights, Supplier may, at any time and at Supplier sole option, suspend all or part of the Service immediately and until the breach is remediated.
Content. Customer is solely responsible for the Customer Content that Customer, Users or subcontractors create, install, upload or transfer on, from or through the Service.
Backups. Customer is solely responsible for backing up all Customer Content.
Software Updates. Customer acknowledges and agrees that from time to time Supplier and third party providers will release critical patches or updates. Customer must agree to not unreasonably delay application of any software or hardware patches or updates identified by Supplier as mandatory for use with the Service. Supplier may elect to discontinue service related to the applications or infrastructure with the identified vulnerability.
Connectivity. Customer agrees to provide the high-speed Internet and telecommunications connections and supporting equipment required by Supplier to maintain connectivity between Customer's remote location(s) and the Service location. Customer will bear the costs of such connections and supporting equipment. Supplier may assist Customer in defining such connectivity in which case Customer may be billed at Supplier discretion for such professional services.
Customer Data & Privacy.
Use of Customer Data. Unless it receives Customer's prior written consent, Supplier: (a) shall not access, process, or otherwise use Customer Data other than as necessary to facilitate the System; and (b) shall not intentionally grant any third party access to Customer Data, including without limitation Supplier's other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Supplier may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Supplier shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer's expense. As between the parties, Customer retains ownership of Customer Data.
Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System or by Supplier's staff.
Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Supplier offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
Data Accuracy. Supplier will have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users.
Data Deletion. Supplier may permanently erase Customer Data if Customer's account is delinquent, suspended, or terminated for 3 days or more.
Fees and Payment Modalities.
Service Fees. Customer shall pay Supplier the fee set forth in each Order (the «Subscription Fee») for each Term. Supplier shall be entitled to increase its Service Fees upon a fifteen (15) day prior written notice to Customer, or posting information about the increase in value on the website. Supplier's invoices are due within 30 days of issuance. For late payment, Customer shall pay interest charges from the time the payment was due at the rate that 0,3% of the amount of overdue payment for every day of delay. Supplier will not be required to refund the Subscription Fee under any circumstances.
Taxes. All Service Fees are net of taxes. Customer will be responsible for payment of all applicable VAT, duties, sales, use or withholding taxes, or other similar taxes, fees, or charges whether now or hereafter enacted, however imposed on or based on the provision, sale or use of the Services («Taxes»). If Supplier has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Supplier with a valid tax exemption certificate authorized by the appropriate taxing authority.
Effect of Termination. Upon termination of the Service for any reason, Supplier will disable Customer's access to the Service and Customer shall promptly pay all amounts due.
Confidential information.
Each of the Parties agree not to use the other's Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law.
Each of the Parties agree not to disclose the other's Confidential Information to any third parties except as follows:
to each of the Party's respective service providers, agents, and representatives, provided that such service providers, agents, or representatives agree to confidentiality measures that are at least as stringent as those stated in this Agreement;
to a law enforcement or government agency if requested or if either the Parties believe, in good faith, that the other's conduct may violate applicable criminal law;
as required by law;
or in response to a court order or other compulsory legal process, provided that each of the Parties agree to give the other written notice of at least seven (7) days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven (7) days advance notice is not reasonably feasible), unless the law prohibits such notice.
Intellectual Property Rights.
Material accessible through the Services may be subject to protection under privacy, publicity, or other personal rights and Intellectual Property Rights. Customer shall not use the Services in any manner that would infringe, dilute, misappropriate, or otherwise violate any such rights.
Warranties.
Representations and Warranties of Customer. Customer represents and warrants that (i) it has validly entered into this Agreement and has the legal power and authority to do so, and (ii) the performance of Customer's obligations under these Terms and Conditions, the Order(s), and the use of the Services will not violate any applicable law, rule or regulation or any contract or otherwise unreasonably interfere with Supplier's Customer's use of the Services.
Representations and Warranties of Supplier. Supplier represents and warrants that (i) it has validly entered into this Agreement and has the legal power and authority to do so; (ii) the performance of Supplier's obligations under these Terms and Conditions and the Order(s) will not violate any applicable law, rule or regulation; and (iii) Supplier is authorized and has completed all required corporate actions necessary to execute the applicable Order(s).
Exclusion of other Warranties. Except for the representations and warranties expressly made in these Terms and Conditions, Supplier makes no representations or warranties, express or implied, statutory or otherwise, including warranties of merchantability, satisfactory quality, and fitness for a particular use or non-infringement of third parties rights.
Limitation of Liability.
We do not censor our Customers on the basis of content. It is Customer's obligation to ensure the accuracy, integrity, title or ownership and security of anything Customer posts/receives via Internet. The Customer is fully responsible for the content hosted on our servers or network. Customer agrees to defend, indemnify, and hold harmless Supplier, its employees, contractors, agents, affiliated companies, and suppliers from all liabilities, claims, and expenses, including attorneys' fees, which might arise from misuse of the Services by the Customer. Every action that is performed through Customer's Services is deemed to occur at Customer's risk, liability, and obligations. If there is a suspicion of abuse, the Customer shall report it to Supplier as soon as possible.
Supplier is not liable for any indirect losses, including any loss of profit, loss of goodwill, any failure to obtain or reach economic benefits and objectives, any loss of production, loss or distortion of data, any loss suffered because Supplier Service cannot be used as assumed, any loss relating to unauthorised persons' access to data and systems or any loss suffered due to the lapse or breach of a third party agreement.
Supplier's sole liability for damages arising out of or in connection with this Agreement is limited to (i) any amount paid by Customer hereunder in the one (1) month preceding the incident and/or (ii) Customer's right to terminate a particular Service, being specified that in no event shall Supplier's aggregate liability arising out of or related to this Agreement exceed the total amount paid by Customer hereunder.
Indemnification.
Customer shall defend, indemnify, and hold harmless Supplier and the Supplier associates (as defined below) against any «Indemnified Claim», meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer's own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer's account, including without limitation by Customer Data; and (d) claims that use of the System through Customer's account harasses, defames, or defrauds a third party or violates any other law. Indemnified Claims include, without limitation, claims arising out of or related to Supplier's negligence. Customer's obligations set forth in this Article include retention and payment of attorneys and payment of court costs, as well as settlement at Customer's expense and payment of judgments. Supplier will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.
Compliance with laws.
Customer shall not use the Services for actions that violate the laws of Lithuania. The Customer is prohibited from posting or transmitting any unlawful material on or via the Internet. The following violations are considered a breach of Agreement and will result in suspension or cancellation of the Services and any fees paid in advance of such suspension or cancellation are non-refundable. This includes, but is not limited, to:
a. Terrorism or related activities, exhortations for mass riots, the implementation of extremist activities, participation in mass (public) events, conducted in violation of the established order, and the assistance or encouragement thereof.
b. Distribution of materials containing child pornography, and/or ads on the involvement of children, as performers in pornographic entertainment events, and information about children affected by crime.
c. Storage or distribution of materials in violation of applicable intellectual property rights; such materials include (but are not limited to) torrent files, magnet links, hash codes and the like.
d. Distribution of materials on how to commit suicide, as well as exhortations for suicide. e. The intentional infringement of a third party's trademark.
f. The operation or control of botnets, viruses, Trojan horses or the like.
g. Transmission of unsolicited commercial electronic messages («spam»).
h. Storage or distribution of content related to pyramid schemes, Ponzi schemes or multi-level marketing systems.
i. Failure to adhere to reasonable security standards and best practices, including (but not limited to) using outdated software and permitting insecure passwords.
j. Initiation or toleration of processes that can be reasonably assumed to be a nuisance to the general public and/or to have a detrimental effect on the systems used for hosting the Service, including without limitation the execution of denial-of-service attacks, port scanning or automated password cracking, or the mass sending of email.
Assignment: Neither Party may assign to third-parties the present Agreement without prior consent of the other Party. The consent of the Party will not be unreasonably withheld. Either Party shall have the right to assign any or all of its rights and obligations under this Agreement in whole or in part to its Group or to the successor to the whole or a part of Party's business, subject to such entity or successor undertaking in writing to the other Party that it will perform all assigning Party's obligations under this Agreement.
Force Majeure.
Neither party will be liable for events which are beyond the party's control and which the party should not have taken into account when signing the agreement and should not have avoided or overcome (a «Force Majeure Event»).
Force Majeure Events include, but are not limited to:
- Unusual weather conditions and natural disasters;
- War and military mobilisation, civil unrest and similar situations as well as terrorist attacks;
- General strikes and lockouts;
- Fire, non-availability of means of transport and currency restrictions;
- Computer viruses, hacker attacks and attacks on IT systems from the outside;
- Import and export restrictions on IT systems.
The parties may only rely on force majeure for the number of working days affected by the Force Majeure Event.
Governing Law; Jurisdiction.
These Terms and Conditions and any Order shall be governed by the laws of Lithuania. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Lithuania. The case must be reviewed in court at the Supplier's location.
Notice
The Customer is required to provide Supplier with accurate information during the course of the Services and when corresponding with Supplier. It is Customer's obligation to maintain and enforce these provisions, to maintain its own email addresses for reports and to promptly and appropriately respond to all emails sent to these addresses. Supplier bears no responsibility or liability for interruption of Service, or damages of any sort, based on communications that was misdirected as a result of Customer's failure to provide Supplier with updated contact information. In the event Supplier deems that there are possible infringements, damages or other dangers to the operation of its systems or network or third parties and/or Services provided via the Internet, in particular, the leakage of personal data or virus activity, Trojans and similar software, the Supplier will immediately notify the Customer about such incident by email or other means of communication. Supplier does its outmost to prevent such dangers or their materialization. Supplier makes every effort to ensure that any temporary implemented measures will not have a detrimental impact and/or will not change the provision of the Services. Supplier reserves all rights not expressly granted here in.
Entire Understanding
This Agreement (comprising these Terms and Conditions and any applicable Order(s)) constitutes the entire understanding of the Parties related to the subject matter hereof. All prior written or oral agreements, understandings, communications or practices between the Parties are hereby superseded and withdrawn and shall have no legal effect insofar as they relate to the Services hereunder. In the event of any conflict between the Order and these Terms and Conditions, the Order shall prevail.
Use of MajorHost systems and services based in Lithuania or in any other country, including the Netherlands and Russia (hereinafter - Services), is subject to the below Terms&Conditions of Service for Hosting (IaaS) MajorHost (hereinafter — the Agreement) provisions. The use of the Service by Customer, therefore, constitutes acceptance of the Agreement. The Agreement is designed to provide a clear understanding of the rules, regulations, and restrictions on the use of our Services.
MajorHost reserves the right to modify these Terms and Conditions of Service for Hosting at any time.
By accepting this agreement, you agree to follow and be bound by the terms and conditions of this agreement. if you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions of this agreement and, in such event, «you» and «your» as used in this agreement shall refer to such entity. if you do not have such authority, or if you or such entity do not agree to the terms and conditions of this agreement, you may not use the services.
Parties.
Serverio Technologijos MB (hereinafter «MajorHost») a company incorporated in the Lithuania whose registered number is 304846278 and whose registered office is at Perkūnkiemio g. 13-91, LT-12114 Vilnius, Lithuania (Supplier); and (Customer), each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. This Agreement sets forth the terms and conditions that govern orders placed by for Services under this Agreement:
Definitions.
«Agreement» means any Order and these Terms and Conditions collectively.
«Customer» means the entity or individual so named on the Order.
«Customer Data» means any data (including but not limited to any software application) stored by Customer on the cloud infrastructure provided by Supplier, including all text, pictures, sound, video, and log files and all documentation (printed or electronic).
«Users» means any person or entity deriving use of the Services through Customer including but not limited to the Customer (its employees, consultants, contractors, and agents), an Affiliate of Customer or a customer of Customer.
«Infrastructure» or «Service(s)» means the Infrastructure-as-a-Service (IaaS) cloud computing services provided by Supplier to Customer, namely an on-demand network access to a shared pool of configurable computing resources (such as virtualization, servers, storage, networking, and datacenter facilities), as further described in the order.
«Force Majeure Event» is any event beyond a Party's reasonable control, including, without limitation, acts of war, earthquake, hurricanes, flood, fire or other similar casualty, embargo, riot, terrorism, sabotage, strikes, governmental act, insurrections, epidemics, inability to procure materials or transportation facilities, failure of power, restrictive laws or regulations, court orders, condemnation, failure of the Internet or other event of a similar nature.
«Governmental Authority» means any federal, national, cantonal or city, court, governmental or administrative authority or regulatory body, whether foreign or domestic.
«Intellectual Property Rights» means and includes any and all intellectual property of whatever nature and kind including without limitation patents, designs, trademarks and service marks, copyrights, domain names, trade names (whether such rights are applied for, registered or not), database rights, design rights, inventions, drawings, computer programs, data, formulae, algorithm, software, know-how, confidential information, goodwill and applications and the right to apply for protection of any of the above rights.
«Malicious Code» means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
«Order» means the order submitted by Customer to Supplier by mail, fax, email or via the Website, setting out matters relating to Supplier's delivery of Services to Customer and governed by these Terms and Conditions.
«Personal Information» means any information relating to a natural person as defined by the applicable law that may be used to identify an individual.
«Service Commencement Time» means (i) the time Supplier commences providing the Services as notified by Supplier to Customer; or (ii) the time Customer begins using the Services, whichever date is earlier.
«Services Fees» means charges for the Services (including but not limited to monthly recurring charges and non-recurring charges) as identified in the relevant Order.
«Software» means any software application provided by Supplier which Customer may be entitled to use in accordance with any Order.
«Supplier Data» means any data, including but not limited to any software applications, class libraries, texts, pictures, sounds, videos, and log files, and documentation (printed or electronic).
«Supplier Technology» means Supplier's technology, including without limitation, the Services, software tools, hardware designs, algorithms, software (in source and object codes), user interface designs, architecture, network designs, know-how, business methods, and any related Intellectual Property Rights throughout the world (whether owned by Supplier or licensed to Supplier from a third party).
«Website» means the website available at https://majorhost.net/.
Technical requirements.
When using a Service, a Customer shall comply with the following technical requirements:
a. Any header modification is forbidden.
b. Sending traffic from IPs not assigned by MajorHost is forbidden.
c. Using any IP addresses other than those assigned to external interfaces is forbidden.
d. The maximum allowed PPS (Packets per Second) from a dedicated server is 20.000, from a VM (Virtual Machine) is 5000.
e. Active DHCP services on external Ethernet interfaces are forbidden.
f. Multicast on external interfaces is forbidden.
g. Port scanning is forbidden.
h. The amount of MAC addresses cannot exceed the amount of assigned IPs.
i. IP spoofing as well as any other falsification of identification data used in network protocols, when transferring data to the Internet, is forbidden.
The Services.
Customer may submit the Order(s) via the Website (after having accepted on the Website to be bound by these Terms and Conditions) or by executing the Order and these Terms and Conditions and returning them to the Supplier by mail, fax or email. The submission of that certain Order(s) shall constitute an offer to buy the Services. Supplier may accept that offer at its sole discretion (at which time both Customer and Supplier are legally bound) by way of (i) a message sent via the Website or by mail, fax or email, thereby acknowledging receipt and acceptance of the Order; or (ii) delivery of the Services.
Generally. Customer may access and use the Service in accordance with this Agreement. Customer will adhere to all laws, rules and regulations applicable to its use of the Service. The Service is provided to Customer for its internal use and Customer shall not resell the Service to any third party.
Third Party Content. third Party Content, such as software applications provided by third parties, may be made available by other entities under separate terms and conditions. Customer is responsible to comply with applicable terms and conditions for third Party Content. Customer's use of any third Party Content is at Customer's sole risk. Supplier is not responsible for providing support to third Party Content.
Customer understands that not all external third Party Content may comply with Service information security policies and Customer agrees to submit any new interface or connectivity requirement requests to Service prior to installation into the Data Center. Third Party Content that does not comply with Service information security policies will not be installed in the Data Center.
Facilities and use of Customer Data. Supplier will maintain appropriate administration, physical and technical safeguards that adhere to security standards that a reasonably prudent service provider in the same industry would provide under like circumstances to store and process Customer Data. Supplier accesses and uses Customer Data only as necessary to provide the Service, perform or enforce contractual obligations or comply with applicable law. By using the Service, Customer consents to the processing and storing of Customer Data. The parties agree that Customer is merely an information technology service provider.
Supplier obligations.
Scope of Services. The Service shall include: (i) the deployment and administration of server hardware and the licensed software at the hosting center; (ii) monitoring communication circuit that is reasonably within the control of Supplier or Internet service provider and hardware availability; (iii) installation of all updates, upgrades, releases, error corrections, and enhancements (except that configuration of new features exposed by such installation will require configuration by Customer or a separate Statement of Work) of the licensed Software; and (iv) routine backups of software and data residing on the data repository location.
Standard of Performance. Supplier agrees to provide the Service to and for the benefit of Customer in accordance with the terms of this Agreement, including all Schedules and Exhibits hereto, and use industry practices and methods to avoid, prevent, and mitigate any material adverse effect on the Service or the continuity and quality of the services being provided to Customer.
Information Security. Supplier will make commercially reasonable efforts to keep Customer's Content and data appropriately secured against unauthorized access including:
(i) All systems and services in the Data Center are subject to vulnerability scanning to identify any information security risks that may be present and trigger remediation efforts;
(ii) Supplier requires that all Internet facing application services use SSL communications for proper encryption of data transmitted between the Data Center and Customer.
Availability of Service. The Supplier and all Customer Content shall be accessible to Customer's authorized users 24 hours per day, 7 days a week, excluding scheduled times for maintenance and updates of Supplier infrastructure software of which Customer will be notified in advance, and any Downtime due to Internet outages resulting from failures reasonably outside the control of Supplier or hosting provider, corruption of Internet route information within internet route server environment, major connectivity failures within or between major providers or corruption of internet root level DNS services. In the event that, during any three (3) month period, the Customer Content experiences three or more episodes of Downtime with one or more episodes of Downtime lasting at least six (6) hours each and two (2) or more additional episodes of Downtime lasting at least three (3) hours each, Customer shall have the right to terminate this Agreement upon fifteen (15) days written notice from the last episode of Downtime, within 180 days following the written notice to Supplier, without payment of any penalty, which termination right shall be Customer's sole and exclusive remedy for Downtime other than Downtime caused by Supplier willful misconduct.
Control of Services. Supplier shall manage the Service. Supplier may, in its sole discretion (i) reengineer Supplier network components and/or change locations where services are performed; (ii) perform its obligations through its subsidiaries or affiliates, or through the use of selected independent subcontractors; and (ii) modify and/or replace technology or service architectures relating to the services.
Minimization of Planned Service Disruptions. Whenever conditions reasonably permit, the parties will mutually agree on the scope, timing, frequency and duration of any planned service disruptions or delays and will jointly attempt to minimize any unnecessary impact on Customer's business operations. Routine daily maintenance will be accomplished whenever possible by scheduling between the hours of 10:00 p.m. and 8:00 a.m. In addition, longer maintenance will be accomplished when possible on weekends between the hours of 6:00 p.m. Saturday and 8:00 a.m., unless Supplier notifies Customer otherwise. Supplier shall monitor the Services 24/7/365.
Customer's obligations.
Technical Data and Information. Customer shall provide Supplier with all technical data and all other information Supplier may reasonably request from time to time to allow Supplier to supply the Supplier Service to Customer. All information Customer supplies will be complete, accurate and given in good faith.
Information Security: Customer will maintain Internet firewalls to protect Customer's Infrastructure and Applications from unwanted and inappropriate access;
Customer will provide, install and maintain active anti-virus services on all appropriate systems and services.
Lawful Use. Customer will use the Service for legitimate and lawful business purposes only. Any breach of this Section will constitute a material breach of this Agreement and in addition to Supplier termination rights, Supplier may, at any time and at Supplier sole option, suspend all or part of the Service immediately and until the breach is remediated.
Content. Customer is solely responsible for the Customer Content that Customer, Users or subcontractors create, install, upload or transfer on, from or through the Service.
Backups. Customer is solely responsible for backing up all Customer Content.
Software Updates. Customer acknowledges and agrees that from time to time Supplier and third party providers will release critical patches or updates. Customer must agree to not unreasonably delay application of any software or hardware patches or updates identified by Supplier as mandatory for use with the Service. Supplier may elect to discontinue service related to the applications or infrastructure with the identified vulnerability.
Connectivity. Customer agrees to provide the high-speed Internet and telecommunications connections and supporting equipment required by Supplier to maintain connectivity between Customer's remote location(s) and the Service location. Customer will bear the costs of such connections and supporting equipment. Supplier may assist Customer in defining such connectivity in which case Customer may be billed at Supplier discretion for such professional services.
Customer Data & Privacy.
Use of Customer Data. Unless it receives Customer's prior written consent, Supplier: (a) shall not access, process, or otherwise use Customer Data other than as necessary to facilitate the System; and (b) shall not intentionally grant any third party access to Customer Data, including without limitation Supplier's other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Supplier may disclose Customer Data as required by applicable law or by proper legal or governmental authority. Supplier shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer's expense. As between the parties, Customer retains ownership of Customer Data.
Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System or by Supplier's staff.
Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Supplier offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.
Data Accuracy. Supplier will have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users.
Data Deletion. Supplier may permanently erase Customer Data if Customer's account is delinquent, suspended, or terminated for 3 days or more.
Fees and Payment Modalities.
Service Fees. Customer shall pay Supplier the fee set forth in each Order (the «Subscription Fee») for each Term. Supplier shall be entitled to increase its Service Fees upon a fifteen (15) day prior written notice to Customer, or posting information about the increase in value on the website. Supplier's invoices are due within 30 days of issuance. For late payment, Customer shall pay interest charges from the time the payment was due at the rate that 0,3% of the amount of overdue payment for every day of delay. Supplier will not be required to refund the Subscription Fee under any circumstances.
Taxes. All Service Fees are net of taxes. Customer will be responsible for payment of all applicable VAT, duties, sales, use or withholding taxes, or other similar taxes, fees, or charges whether now or hereafter enacted, however imposed on or based on the provision, sale or use of the Services («Taxes»). If Supplier has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Supplier with a valid tax exemption certificate authorized by the appropriate taxing authority.
Effect of Termination. Upon termination of the Service for any reason, Supplier will disable Customer's access to the Service and Customer shall promptly pay all amounts due.
Confidential information.
Each of the Parties agree not to use the other's Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law.
Each of the Parties agree not to disclose the other's Confidential Information to any third parties except as follows:
to each of the Party's respective service providers, agents, and representatives, provided that such service providers, agents, or representatives agree to confidentiality measures that are at least as stringent as those stated in this Agreement;
to a law enforcement or government agency if requested or if either the Parties believe, in good faith, that the other's conduct may violate applicable criminal law;
as required by law;
or in response to a court order or other compulsory legal process, provided that each of the Parties agree to give the other written notice of at least seven (7) days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven (7) days advance notice is not reasonably feasible), unless the law prohibits such notice.
Intellectual Property Rights.
Material accessible through the Services may be subject to protection under privacy, publicity, or other personal rights and Intellectual Property Rights. Customer shall not use the Services in any manner that would infringe, dilute, misappropriate, or otherwise violate any such rights.
Warranties.
Representations and Warranties of Customer. Customer represents and warrants that (i) it has validly entered into this Agreement and has the legal power and authority to do so, and (ii) the performance of Customer's obligations under these Terms and Conditions, the Order(s), and the use of the Services will not violate any applicable law, rule or regulation or any contract or otherwise unreasonably interfere with Supplier's Customer's use of the Services.
Representations and Warranties of Supplier. Supplier represents and warrants that (i) it has validly entered into this Agreement and has the legal power and authority to do so; (ii) the performance of Supplier's obligations under these Terms and Conditions and the Order(s) will not violate any applicable law, rule or regulation; and (iii) Supplier is authorized and has completed all required corporate actions necessary to execute the applicable Order(s).
Exclusion of other Warranties. Except for the representations and warranties expressly made in these Terms and Conditions, Supplier makes no representations or warranties, express or implied, statutory or otherwise, including warranties of merchantability, satisfactory quality, and fitness for a particular use or non-infringement of third parties rights.
Limitation of Liability.
We do not censor our Customers on the basis of content. It is Customer's obligation to ensure the accuracy, integrity, title or ownership and security of anything Customer posts/receives via Internet. The Customer is fully responsible for the content hosted on our servers or network. Customer agrees to defend, indemnify, and hold harmless Supplier, its employees, contractors, agents, affiliated companies, and suppliers from all liabilities, claims, and expenses, including attorneys' fees, which might arise from misuse of the Services by the Customer. Every action that is performed through Customer's Services is deemed to occur at Customer's risk, liability, and obligations. If there is a suspicion of abuse, the Customer shall report it to Supplier as soon as possible.
Supplier is not liable for any indirect losses, including any loss of profit, loss of goodwill, any failure to obtain or reach economic benefits and objectives, any loss of production, loss or distortion of data, any loss suffered because Supplier Service cannot be used as assumed, any loss relating to unauthorised persons' access to data and systems or any loss suffered due to the lapse or breach of a third party agreement.
Supplier's sole liability for damages arising out of or in connection with this Agreement is limited to (i) any amount paid by Customer hereunder in the one (1) month preceding the incident and/or (ii) Customer's right to terminate a particular Service, being specified that in no event shall Supplier's aggregate liability arising out of or related to this Agreement exceed the total amount paid by Customer hereunder.
Indemnification.
Customer shall defend, indemnify, and hold harmless Supplier and the Supplier associates (as defined below) against any «Indemnified Claim», meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer's own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer's account, including without limitation by Customer Data; and (d) claims that use of the System through Customer's account harasses, defames, or defrauds a third party or violates any other law. Indemnified Claims include, without limitation, claims arising out of or related to Supplier's negligence. Customer's obligations set forth in this Article include retention and payment of attorneys and payment of court costs, as well as settlement at Customer's expense and payment of judgments. Supplier will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.
Compliance with laws.
Customer shall not use the Services for actions that violate the laws of Lithuania. The Customer is prohibited from posting or transmitting any unlawful material on or via the Internet. The following violations are considered a breach of Agreement and will result in suspension or cancellation of the Services and any fees paid in advance of such suspension or cancellation are non-refundable. This includes, but is not limited, to:
a. Terrorism or related activities, exhortations for mass riots, the implementation of extremist activities, participation in mass (public) events, conducted in violation of the established order, and the assistance or encouragement thereof.
b. Distribution of materials containing child pornography, and/or ads on the involvement of children, as performers in pornographic entertainment events, and information about children affected by crime.
c. Storage or distribution of materials in violation of applicable intellectual property rights; such materials include (but are not limited to) torrent files, magnet links, hash codes and the like.
d. Distribution of materials on how to commit suicide, as well as exhortations for suicide. e. The intentional infringement of a third party's trademark.
f. The operation or control of botnets, viruses, Trojan horses or the like.
g. Transmission of unsolicited commercial electronic messages («spam»).
h. Storage or distribution of content related to pyramid schemes, Ponzi schemes or multi-level marketing systems.
i. Failure to adhere to reasonable security standards and best practices, including (but not limited to) using outdated software and permitting insecure passwords.
j. Initiation or toleration of processes that can be reasonably assumed to be a nuisance to the general public and/or to have a detrimental effect on the systems used for hosting the Service, including without limitation the execution of denial-of-service attacks, port scanning or automated password cracking, or the mass sending of email.
Assignment: Neither Party may assign to third-parties the present Agreement without prior consent of the other Party. The consent of the Party will not be unreasonably withheld. Either Party shall have the right to assign any or all of its rights and obligations under this Agreement in whole or in part to its Group or to the successor to the whole or a part of Party's business, subject to such entity or successor undertaking in writing to the other Party that it will perform all assigning Party's obligations under this Agreement.
Force Majeure.
Neither party will be liable for events which are beyond the party's control and which the party should not have taken into account when signing the agreement and should not have avoided or overcome (a «Force Majeure Event»).
Force Majeure Events include, but are not limited to:
- Unusual weather conditions and natural disasters;
- War and military mobilisation, civil unrest and similar situations as well as terrorist attacks;
- General strikes and lockouts;
- Fire, non-availability of means of transport and currency restrictions;
- Computer viruses, hacker attacks and attacks on IT systems from the outside;
- Import and export restrictions on IT systems.
The parties may only rely on force majeure for the number of working days affected by the Force Majeure Event.
Governing Law; Jurisdiction.
These Terms and Conditions and any Order shall be governed by the laws of Lithuania. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Lithuania. The case must be reviewed in court at the Supplier's location.
Notice
The Customer is required to provide Supplier with accurate information during the course of the Services and when corresponding with Supplier. It is Customer's obligation to maintain and enforce these provisions, to maintain its own email addresses for reports and to promptly and appropriately respond to all emails sent to these addresses. Supplier bears no responsibility or liability for interruption of Service, or damages of any sort, based on communications that was misdirected as a result of Customer's failure to provide Supplier with updated contact information. In the event Supplier deems that there are possible infringements, damages or other dangers to the operation of its systems or network or third parties and/or Services provided via the Internet, in particular, the leakage of personal data or virus activity, Trojans and similar software, the Supplier will immediately notify the Customer about such incident by email or other means of communication. Supplier does its outmost to prevent such dangers or their materialization. Supplier makes every effort to ensure that any temporary implemented measures will not have a detrimental impact and/or will not change the provision of the Services. Supplier reserves all rights not expressly granted here in.
Entire Understanding
This Agreement (comprising these Terms and Conditions and any applicable Order(s)) constitutes the entire understanding of the Parties related to the subject matter hereof. All prior written or oral agreements, understandings, communications or practices between the Parties are hereby superseded and withdrawn and shall have no legal effect insofar as they relate to the Services hereunder. In the event of any conflict between the Order and these Terms and Conditions, the Order shall prevail.
TERMS OF SERVICE
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