This Service Agreement (“Agreement”) between Vault Networks, Inc. (“Provider”) and the “Customer” governs provision of the Provider’s’ Internet services and products (“Service”). This Agreement is effective as of the moment the Customer (a) indicates assent through the Provider’s Website in accordance with the Provider’s rules and guidelines, or (b) establishes an account with the Provider or uses the Service, or any element thereof. The Provider reserves the right to revise this Agreement from time to time by posting a new version hereof on the Provider’s website. If the Customer signed up for the Service under a previous version of a service agreement, such revised terms will become effective fifteen (15) days after the revised service agreement has been posted. The Customer’s continued use of the Service after the effective date of the new service agreement constitutes acceptance of the terms and conditions set forth therein.
A. Acceptable Use Policy
The Acceptable Use Policy (“AUP”) sets forth the principles, guidelines, and requirements governing the use of the Provider’s Services by the Customer. The purpose of the Provider’s AUP is to comply with, and cause Customers to comply with, all federal, state, and, local laws and to protect the network security, network availability, physical security, Customer privacy, and other factors affecting the services provided by the Provider. The Provider shall impose rules and regulations regarding the use of its Services that it reasonably believes are necessary to achieve the purposes set forth herein. The rules and regulations established by the Provider under the AUP are subject to change from time to time upon reasonable notice to Customers. Such rules and regulations are located on the Internet at http://www.vaultnetworks.com/ /about-vault-networks/acceptable-use-policy.php. The AUP is not an all-inclusive exhaustive list and the Provider reserves the right to modify the AUP at any time as needed, effective upon either the posting of the modified AUP to http://www.vaultnetworks.com/policies/aup.html or notification to the Customer via email. Acceptance and execution of the Agreement binds all parties to the Provider’s stated AUP. The AUP is made an express part of this Agreement. In the event of a conflict between the AUP and this Agreement, the AUP shall govern. For purposes of this agreement, the defined term “Agreement” shall mean this Agreement, the AUP and all other rules, regulations and policies adopted by the Provider and disclosed to the Customer.
B. The Service
The Service includes the features set forth in the Service Agreement. The Customer agrees to the following terms and conditions regarding the term and termination of such Agreement and regarding billing cycles for each of the services.
The Service Agreement under which the Provider provides Services to the Customer is strictly between the Provider and the Customer; no third party beneficiary to the Service Agreement is intended nor permitted hereunder. The Service Agreement shall confer no rights in any third party except as may be otherwise expressly agreed to in writing by the Provider.
In the event that the Customer is dissatisfied with the Service, including without limitation any new feature or restriction established by the Provider through a new service agreement, the AUP, or otherwise, the Customer’s sole remedy will be to terminate the Service Agreement in accordance with the standard Vault Networks’ cancellation policy.
C. Network Guarantee
The Provider endeavors to have Service(s) available for access by any party in the world 99.5% of the time. Network downtime (unavailability) is defined as 100% packet loss from the Provider to its backbone providers. Downtime is measured past 10 minutes. The Provider’s administrators will determine the end of the downtime by a trace route to the customer’s machine from outside the Provider’s network.
D. Fees and Credits
Fees. The Customer agrees that he/she/it shall be responsible for payment of fees for Services provided by the Provider hereunder in accordance with Provider’s schedule of fees that are effective on the effective date of this Agreement or as they may be amended by the Provider from time to time. All fees for services are NON-REFUNABLE.
Payments. The Customer agrees that he/she/it shall make payment for Services provided by the Provider in US Dollars (USD) by check, money order, credit card (VISA, MasterCard, American Express, or Discover), bank wire transfer, or PayPal. All payments are due no later than the Invoice due date shown on the Provider’s invoice to the Customer.
If the Customer provides the Provider with his/her/its credit card or debit card information for purposes of making payment for the Services, he/she/it hereby authorizes the Provider to automatically charge his/her/its credit or debit card for charges that apply to his/her/its account in accordance with the Provider’s then applicable fee schedule. Recurring charges will be posted to the Customer’s credit card, on the invoice due date, until such time that the Customer cancels his/her/its account in accordance with this Agreement. Charges subsequent to the initial order will accumulate in the Customer’s account until such charges exceed $5. The Provider will then automatically charge the Customer’s credit card for payment of said balance. The Customer is responsible for updating or notifying the Provider of any changes to his/her/its credit card (including, but not limited to card number, expiration date, billing address, or card status).
Billing/Price Changes. The Provider’s policies and prices are subject to change without notice. Any price changes become effective in the next billing Term.
Billing Cycles. The Customer may elect to change his/her/its billing Term at any time; however, the new billing Term will only take effect at the time of the next Service Agreement renewal. All additional features added to an account are charged monthly unless ordered with initial Service(s). Additional items are non-refundable.
Metered Resources. If the Customer exceeds its Service’s transfer allotment, bandwidth commitment, or pre-paid Service allotment during any month, (i) Provider may charge the Customer for such overage immediately or on the next invoice due date, as Provider deems appropriate; and (ii) the Provider may require monthly or other periodic payment for such increased usage level in advance of provision of the Service from that point forward. The provisions of the preceding sentence apply regardless of the cause of such overage, even if hacker activity or other third party activity caused the overage. The Customer is responsible for monitoring transfer, bandwidth utilization, and other metered services.
Term Renewals. The term of this Agreement shall be for the terms set forth within the Service Agreement. This Agreement shall automatically renew at the end of such term for subsequent terms equal to the initial term’s duration unless earlier terminated in accordance with this Agreement. The Service Agreement’s monthly anniversary is the 1st of the month.
Minimum Age Requirement. The Provider’s customers must be at least 18 years of age. Any individual under the age of 18 years must have the master account created with their parent or guardian’s name. Any acceptance of the Terms of Service or any other agreement for Provider services will be deemed null and void to the extent that the Provider will not be liable in any way if the Provider finds that the Customer was not of legal age at the time of service inception.
Cancellations. The Provider will automatically renew the Service Agreement until such time as it is cancelled by the Customer in writing.
You may cancel your Service Agreement before the services are delivered by providing Vault Networks with faxed written notice of the cancellation. Should you choose to cancel service prior to its delivery, you will be required to pay a fee equal to one month’s monthly recurring charges plus any non-recurring charge(s) for the services you cancel.
If you wish to terminate your service after its delivery, you must provide Vault Networks with a 30- calendar day written notice specifying the service(s) you want to terminate. Your written request must include: Today’s date, the service being cancelled, the reason for the cancellation, and either an officer of the company or the Administrator on the account’s signature.
Your written termination request may be faxed to Vault Networks at 1-708-575-4280, attached to an email and sent to Billing@VaultNetworks.com or mailed or delivered to the Vault Networks’ administrative office located at 100 N Biscayne Blvd., Suite 604, Miami, FL 33132 USA. Your request must be received in writing. We cannot accept email, service ticket, or verbal requests for termination.
Upon termination, either by your request or due to default, you will be responsible for payment of a termination charge equal to all unpaid amounts due plus 100% of all remaining monthly recurring charges due for completion of the agreement unless otherwise specified in your agreement.
Statements. The Provider shall issue statements via email to the email address of record on the designated master account. The Provider does not mail paper invoices or statements.
Billing for Network Resources. The Customer is responsible for paying for any network resources that are used to connect the Customer’s server to the Internet. The Customer may request that the Customer’s server be disconnected from the Internet, but the Customer will still be responsible for paying for any network resources used up to the point of suspension or cancellation.
Bankruptcy or Insolvency Termination. The Provider may immediately terminate provision of the Provider’s services to the Customer without prior notice or penalty if a Customer becomes insolvent or any bankruptcy petition is filed by the Customer.
Returned (NSF) Checks. The Provider charges a fee for returned (NSF) checks in an amount not less than $25.00 USD per returned item and otherwise in accordance with Florida law. Customers that issue an NSF check will be required to submit future payments with a certified check or money order. A returned check will constitute a material breach of this Agreement, and the account will revert to late status.
Bank Wire Payments. The Provider will assess a $25 fee for accepting payment via bank wire transfer. In addition, an international wire transfer may be assessed a processing fee by an intermediary bank in New York that is used by the International client’s issuing bank. In addition, the Customer’s issuing bank may also charge a fee for sending the wire. These fees must be added to the amount the Customer is sending to the Provider or the amount credited to the Customer’s account will be less than the intended payment.
Reactivation. Customers that wish to reactivate a suspended account due to a billing related issue will be assessed a $25.00 USD reactivation fee per server.
Late Invoices. The Provider reserves the right to charge a $10 USD late fee to any invoice that has not been paid by the stated invoice due date. In addition, any account not paid when due will, at the Provider’ discretion, bear interest at the rate of 1.5% per month from the date due until paid.
Suspended Accounts. The Provider reserves the right to suspend any account that is more than ten (10) days past due. All past due and unpaid balances are subject to collection. In the event of collection, the Customer will be liable for all costs of collection including reasonable attorney fees, court costs, and collection agency fees. None of the remedies listed in this section is exhaustive of other remedies.
Refund Policy. There are no refunds offered or promised for Service(s) rendered by the Provider.
Credit Card Disputes/ Chargebacks. The Provider has a zero tolerance policy for chargebacks. Any Customer who disputes a credit card payment is subject to a fine, suspension, and account termination at the Provider’s discretion. A charge of $35.00 USD per chargeback will be assessed to all accounts that receive a chargeback.
Credits. Customer accounts will be credited $1.00 USD per hour that Service(s) are unreachable. Credits will usually be applied within thirty (30) days of the Customer’s credit request. Credit to the Customer’s account shall be his/her/its sole and exclusive remedy in the event of an outage.
Restrictions. The Provider shall not be obligated to issue credits to any Customer in the event that the Customer experiences any outage that is the result of (1) scheduled maintenance as posted from time to time at www.vaultnetworks.com; (2) the Customer’s behavior or the performance or failure of the Customer’s equipment, facilities, or applications; (3) circumstances beyond the Provider’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, worms or viruses, embargo, fire, hurricane, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability or interruption or delay in telecommunications or third party services, including DNS propagation, domain name registration / transfer, failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Customer’s website; or (4) the Customer’s breach of this Agreement or the Provider’s AUP.
F. Customers’ Responsibilities
General Responsibilities. Customers are required to use the Provider network responsibly. This includes respecting the Provider’s other Customers. The Provider reserves the right to suspend and/or cancel service with the Customer if the Customer uses the Provider network in such a way that the Provider, at its sole discretion, believes may adversely affect other Provider Customers, violate the law, or is otherwise believed by the Provider to be improper. As a general practice, the Provider does not monitor its Customers’ communications or activities to determine whether they are in compliance with the TOS; however, the Provider reserves the right to monitor the Customer to determine whether the Customer’s facilities are operating satisfactorily. In the event that the Provider becomes aware of any conduct, act or occurrence that, in its reasonable discretion, determines to be a violation of this Agreement, the AUP or applicable law, the Customer agrees that the Provider is expressly authorized to take any action that the Provider deems reasonable and necessary to stop or correct such violation, including, but not limited to, denying Customer’s access to the Services, equipment, or the Internet. In addition, the Customer agrees that he/she/it shall be responsible for monitoring the conduct of his/her/its customers and shall be responsible for any conduct of his/her/its customers that the Provider reasonably determines to be a violation of this Agreement, the AUP, or applicable law. The Customer acknowledges and agrees that the Provider may take action against any Customer for any damages that it may suffer as a result of the actions of the Customer’s customer that arise from or are related to the Services. The Customer agrees that he/she/it shall cooperate with the Provider in taking and/or implementing any corrective or preventive action that the Provider deems necessary. Failure to cooperate with such corrective or preventive measures shall be deemed a material breach of this Agreement and the Provider reserves the right to take all remedial action that it determines to be reasonable and necessary under the circumstances.
Customer Security Responsibilities. The Customer is solely responsible for any breaches of security affecting servers under Customer control. If a Customer’s server is involved in an attack on another server or system, it will be shut down and an immediate investigation will be launched to determine the cause/source of the attack. In such event, the Customer is responsible for the cost to rectify any damage done to the Provider’s server and any other requirement affected by the security breach. The Customer is responsible for maintaining security, patches, disaster recovery systems, and backups. The Provider is not responsible for providing physical access to or copies of the software, data, or content stored on the system under any circumstances, and is not required to provide network access after any termination or suspension of the Customer’s account or in the event of hardware failure, abuse by hackers or other third parties, improper administration by the Customer, or other interruption of network access not resulting from the Provider’s fault. The Provider will not be liable for loss of data or for breaches in system integrity, even if the Customer’s Package includes firewalls, backups, denial of service protections, or other mechanisms to protect data and system integrity. In the event that the Provider suspects that security of any of its equipment has been breached, it may disable such equipment and the Service.
Backup of Data. Except where the Provider has expressly agreed in writing to the contrary, Customers are solely and entirely responsible, and the Provider is not in any way responsible for the management and backup of any Customer data, and all updates, upgrades, and patches to any software that Customers use in connection with Provider services.
G. Ownership of IPs, Software, Hardware and Data Third Party Licenses.
The Provider makes a reasonable effort to provide Customers with technologies, developments, and innovations (collectively “Technologies”), part of which may be licensed, or co-branded from or by third party entities. However, the Provider makes NO warranty of any kind, either express or implied, regarding the quality, accuracy, reliability, validity, or continued existence of any or all aspects of such Technologies. Moreover, the Provider specifically disclaims all warranties of merchantability and fitness for a particular purpose for such Technologies. Furthermore, no Customer will hold the Provider liable in any way for the revocation of any license, which has been licensed to the Provider. The use of the Technologies obtained from or through the Provider, or any other referred third party, whether directly or indirectly, is at the sole risk of Customers. All software, hardware, and Internet protocol (“IP”) addresses provided by the Provider are licensed to the Customer and remain the Provider’s sole and exclusive property.
H. Maintenance Windows, Service Interruptions.
The Provider may discontinue, upgrade, replace, modify, or change in any way, without limitation, any software, application, program, data, hardware, equipment, or portions or components thereof, used to provide Customers with the Provider’s services. Certain changes to the Provider’s services may affect the operation of Customers’ personalized applications and content. Each Customer is solely responsible for, and the Provider is not liable for, any and all such personalized applications and content, except as expressly agreed to by the Provider. The Provider will make every effort to provider Customers in advance of planned Maintenance Windows and Service Interruptions; however, Provider may not have the ability to do so when an unplanned, or unexpected outage occurs.
I. Warranties, Disclaimers and Privacy.
The Provider is concerned with the privacy of on-line communications and websites. In general, the Internet is neither more nor less secure than other means of communication, including mail, facsimile, and voice telephone service, all of which can be intercepted and otherwise compromised. As a matter of prudence, however, the Provider urges its Customers to assume that all of their on-line communications are insecure. The Provider is not responsible for the security of information transmitted over the Provider’s facilities.
The Customer agrees to protect, defend, hold harmless, and indemnify the Provider, any third party entity related to the Provider (including, without limitation, third party vendors), and the Provider’s executives, directors, officers, attorneys, managers, employees, consultants, contractors, agents, parent companies, subsidiaries, and co-subsidiaries with the same parent provider as the Provider, from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of actions, including, without limitation, any and all legal fees and expenses, arising out of or resulting from the Customer’s use of the Provider’s services.
The Provider service is provided on an as is, as available basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose or non-infringement. The Provider expressly disclaims any representation or warranty that the Provider service will be error-free, secure, or uninterrupted. No oral advice or written information given by the Provider, its employees, licensors or the like, will create a warranty; nor may you rely on any such information or advice. The Provider and its partners and suppliers will not be liable for any cost or damage arising either directly or indirectly from any transaction or use of the service.
L. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, AND UNDER NO THEORY OF LAW OR EQUITY, WILL THE PROVIDER (INCLUDING, WITHOUT LIMITATION, THE PROVIDER’S EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES, CO-SUBSIDIARIES WITH THE SAME PARENT COMPANY AS THE PROVIDER, AFFILIATES, THIRD-PARTY PROVIDERS, MERCHANTS, LICENSORS, OR THE LIKE) OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE PROVIDER’S SERVICES, BE LIABLE FOR THE LOSS OF A DOMAIN NAME, OR ANY BUSINESS OR PERSONAL LOSS, REVENUES DECREASE, EXPENSES INCREASE, COSTS OF SUBSTITUTE PRODUCTS AND/OR PROVIDER SERVICES, OR ANY OTHER LOSS OR DAMAGE WHATSOEVER, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF ANY USE OF, OR ANY INABILITY TO USE, ANY PROVIDER SERVICES EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVIDER’S TOTAL CUMULATIVE LIABILITY, IF ANY, TO CUSTOMER, OR ANY THIRD PARTY, FOR ANY AND ALL DAMAGES, RELATED TO THE TOS OR THE PROVIDER’S SERVICES, INCLUDING, WITHOUT LIMITATION, THOSE FROM ANY NEGLIGENCE, ANY ACT OR OMISSION BY THE PROVIDER OR THE PROVIDER’S REPRESENTATIVES, OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, WILL BE LIMITED TO, AND WILL NOT EXCEED, THE ACTUAL DOLLAR AMOUNT PAID BY THE CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES, LOSSES AND CAUSES OF ACTIONS DURING THE MONTH PERIOD PRIOR TO THE DATE THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE.
M. Systems and Networks Information.
The Provider makes NO warranty of any kind, either express or implied; regarding the Services except as may be expressly set forth herein, or the quality, accuracy, or validity of the data and/or information available. Use of information obtained from or through the Provider is at the sole risk of the Customer. The data or information available through the interconnecting networks may not be accurate, and the Provider has no ability or authority over the data or information. The Provider makes NO warranty of any kind, either express or implied, regarding the quality, accuracy, or validity of the data or information residing on or passing through the inter connecting networks. Use of data or information obtained from or through the Provider’s services is at the sole risk of each Customer.
N. Provider’s Intellectual Property.
Customers will not, without the Provider’s express written consent, copy, reproduce, republish, or otherwise use any material, in whole or in part, that is located on the Provider’s website, and Customers will not use any of the Provider’s trademarks, service marks, copyrighted materials, or other intellectual property without the Provider’s express written consent. Customers will not, in any way, misrepresent their relationship with the Provider, attempt to pass themselves off as the Provider, or claim that Customers are the Provider.
Customers may not assign or delegate their rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Provider.
P. Governing Law and Severability.
This Agreement is governed by and construed in accordance with the laws of the State of Florida, USA without reference to its conflicts of laws principles. Any dispute where the amount in controversy is less than $5,000.00 shall be heard exclusively in the County Courts in and for Miami-Dade County, Florida. All other disputes in law or in equity shall be resolved exclusively by arbitration in accordance with the commercial rules of the American Arbitration Association as they exist as of the date that any such proceeding is brought. All such proceedings shall be heard before a single arbitrator, regardless of the amount in controversy. The exclusive venue for any such arbitration proceeding shall be Miami-Dade County, Florida. The Customer hereby expressly consents to personal jurisdiction and venue in the State of Florida. If any provision or portion of this Agreement, the AUP, or any other agreement between the Customer and the Provider is found to be unenforceable for any reason, the remainder of such Agreement will continue in full force and effect.
Q. Force Majeure.
The Provider will not be liable for delays in its performance of the Services caused by circumstances beyond the Provider’s reasonable control, including acts of God, wars, insurrection, civil commotions, riots, national disasters, hurricanes, earthquakes, strikes, fires, floods, water damage, explosions, shortages of labor or materials, labor disputes, transportation problems, accidents, embargoes, or governmental restrictions (collectively “Force Majeure”). The Provider will make reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure. Notwithstanding anything contained elsewhere herein, lack of finances will not be considered an event of Force Majeure nor will any event of Force Majeure suspend any obligation of Customers for the payment of money due. Waiver and Amendment: Any waiver, modification, or amendment of any provision of this Agreement, initiated by the Customer, will be effective only if accepted in writing and signed by an authorized representative of the Provider.
R. Independent Contractors.
Nothing in this Agreement is intended, nor shall it be construed, as creating a partnership or relationship of employer and employee, principal and agent, partnership or joint venture between the Provider and its Customers. Each of the Provider and its Customers will be deemed an independent contractor at all times and will have no right or authority to assume or create any obligation on behalf of the other, except as may be expressly provided herein.
S. Complete Agreement and Exclusivity.
This Agreement constitutes the complete understanding and agreement between the Provider and Customers. Except as may be expressly agreed to in writing by the parties, this Agreement and the AUP supersedes any other written (including digitized/computerized) agreement, oral agreement, and/or agreement by conduct.
The waiver of a breach by a party on one or more occasions shall not preclude a party’s enforcement of a subsequent breach of any obligation set forth in this Agreement.