This document (the "Agreement") sets forth the principles, guidelines and requirements of the Terms of Service of VPS ACE (the "Company") governing the use by the customer ("Customer") of the Company's services and products ("Services and Products"). These Terms of Service have been created to promote the integrity, security, reliability and privacy of the Company's facilities, network, and Customer data contained therein. The Company believes that it provides exceptional services in the industry, and provides the following policies in the absolute best interests of the Company and the Company's clients. The Company retains the right to modify these Terms of Service at any time, and any such modification published on this page shall be automatically and retroactively applied to all clients. The Company shall be the sole and final arbiter as to the interpretation of the following. By utilizing the Company's Services and Products, the Customer agrees to be bound by the terms outlined here. No purchase or upgrade shall exempt a Customer from these terms.
The Customer agrees to the term set within the billing period during the order process. All of the Company's services are prepaid and do not bind the customer to any additional length of contract and the Customer will have the option to renew or cancel his services at anytime. Leaving services unpaid will not incur fees or other dues for the Customer.
Monthly Service Fees
Fees for service(s) ordered by the Customer shall begin on the date the initial order is accepted by VPS Ace and that date shall serve as the monthly, quarterly, semi-annual, or annual anniversary date for all future billings including one time fees, upgrades, additional services, cancellations and service credits. Fees are due in advance of the service cycle and will be billed on the anniversary date.
Upgrades ordered on the billing anniversary date will be billed for a full month service and will continue each month on the anniversary date. Upgrades ordered after the normal anniversary billing date will be pro-rated to the next anniversary date and billed as a one time pro-rata charge. Future charges will appear as full fees added to your existing anniversary billing date.
Service Credits & Credit Balances
Service credits will be issued to your Customer account and shall be used to offset future or currently billable services. Service credits shall not be issued as cash back to the Customer, nor are service credits transferable to other account holders. Service credits are not included in refund guarantees.
Customers may have the option to "Add Funds" to their account via their client area. Account credits accrued in this way may be used exclusively for the future payment of VPS Ace services, and may not be refunded, withdrawn, or transferred in any way.
The Company aims to provide continuous support, where appropriate, for all services it provides. The Customer is asked to acknowledge that VPS Ace maintains a primarily "unmanaged" web hosting service, which confers no guarantee of technical support service aside from assistance in resolving issues that directly impede the usage of service provided by the Company, such as hardware, network, and operating system malfunctions. Individual software packages and third-party applications will not be supported by the Company.
If for any reason you would like to cancel your service, please submit a cancellation request from the client panel, or as a written request via support ticket in the Billing department. All customer data and backups remaining after the cancellation date will be destroyed permanently. Please note that selecting "immediate cancellation" will result in full and complete termination of customer data within 24 hours of cancellation.
48 Hour Money Back Guarantee
In the event that you are not satisfied with our services, VPS Ace offers you a 48 hour Refund Guarantee for VPS Hosting services.
While VPS Ace takes pride in upholding its refund guarantee, and does not aim to deceive or mislead any Customer, the following circumstances under which a full refund is requested will be denied or subject to the exclusive discretion of VPS Ace to approve or deny:
Non-usage of services.
Incompatibility of specific software with the Company's services.
Suspension due to incoming or outgoing DoS/DDoS attack(s).
Suspension due to any other violation of the TOS or AUP.
Other unforeseen personal circumstances.
Refunds approved and processed according to the 48 Hour Refund Guarantee will take the form of a reversal of the Customer's payment to the original funding source, or as account credit at the discretion of the Customer.
Payments, or portions of payments, made for the following are strictly NON-REFUNDABLE, regardless of refund eligibility based on the above criteria:
Managed support work that has been completed.
Domain registrations, SSL certificates, and security add-ons.
Any management, setup, processing, or other one-time fees.
VPS Ace reserves the right to approve or deny all refunds based on these terms.
Refunds & Disputes
All services rendered by VPS Ace are non-refundable unless processed through our 48 hour money back guarantee for VPS hosting accounts. Customers seeking to resolve billing errors are asked to open a billing ticket at the client panel. The Customer agrees not to chargeback any credit card payments for services rendered. A chargeback of payment for services rendered will result in an account fee of $50 and will be subject to collection by an authorized collection agency.
Non-Payment & Service Suspension
All payments are due in full on the monthly, quarterly, semi-annual, or annual anniversary date as dictated by the customer's original subscription agreement. Failure to remit payment for services on the monthly anniversary date is a violation of the TOS. Failure to remit payment for three (3) consecutive days, following the anniversary date, shall result in suspension of public access to Customer services. Failure to remit payment for services within ten (3) consecutive days, following the anniversary date, shall result in termination of all customer data and hosted backups.
SPAM and Unsolicited Commercial Email (UCE)
VPS Ace takes a zero tolerance approach to the sending of Unsolicited Commercial Email (UCE) or SPAM over the network. Very simply this means that customers of VPS Ace may not use or permit others to use the network to transact in UCE. Customers of VPS Ace may not host, or permit hosting of, sites or information that is advertised by UCE from other networks.
Violation of VPS Ace's SPAM policy will result in severe penalties. Upon notification of an alleged violation of our SPAM policy, VPS Ace will initiate an immediate investigation (within 48 hours of notification). During the investigation, VPS Ace may restrict Customer access to the network to prevent further violations. If a Customer is found to be in violation of our SPAM policy, VPS Ace may, at its sole discretion, restrict, suspend or terminate Customer's account. Further, VPS Ace reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. VPS Ace will notify law enforcement officials if the violation is believed to be a criminal offense. If Customer is found to be in violation of our SPAM policy, Customer shall not be entitled to a refund of any fees paid in advance prior to such violation.
System and Network Security
Users are prohibited from violating or attempting to violate the security of the VPS Ace Network. Violations of system or network security may result in civil or criminal liability. VPS Ace will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
These violations include, without limitation: accessing data not intended for such User or logging into a server or account, which such User is not authorized to access. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization. Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing". Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Taking any action in order to obtain services to which such User is not entitled. If Customer is found to be in violation of our System and Network Security policy, VPS Ace may, at its sole discretion, restrict, suspend or terminate Customer's account. Customer shall not be entitled to a refund of any fees paid in advance prior to such action.
Suspension of Service
VPS Ace reserves the right to terminate or suspend network access to any Customer if, in the reasonable judgment of the VPS Ace network administrators, the Customer's hosted service is the source or target of an attack, or is found to be in violation of the AUP or TOS in any other way, or for any other reason which VPS Ace chooses. VPS Ace will typically suspend only the specific service in breach of the TOS or AUP, but may suspend all Customer services at its discretion, without prior notification to the Customer.
In extreme cases, law enforcement will be contacted in regard to prohibited activity or content. The Customer will not be credited for the time the Customer's account was suspended. If the Customer is found to be in violation of any policy or agreement contained within this Agreement, VPS Ace may, at its sole discretion, restrict, suspend or terminate Customer's account. The Customer shall not be entitled to a refund of any fees paid in advance prior to such action. Abusive behavior of any sort will not be tolerated and will be grounds for termination. VPS Ace reserves the right to deny an order or service renewal for any reason VPS Ace chooses.
VPS Ace warns Customers that it may suspend services immediately for any of the following offenses:
Disruption of neighboring customers
Services in arrears.
Receiving verified complaints citing violations of the TOS or AUP.
Sending, or becoming the target of, a DoS/DDoS attack.
Any other offense listed in the AUP.
Backups & Data Loss
Your use of the Company's servers and services is at your sole risk. VPS Ace is not responsible for files and/or data hosted on your server. While complimentary backups may be provided by the Company, you, the Customer agree to take full responsibility for files and data transferred to/from and maintained on your VPS server or hosting account, and agree that it is your own (the Customer's) responsibility to take backups of data residing on your VPS server or hosting account.
Any attempt to undermine or cause harm to the Company or another hosted Customer is strictly prohibited. Any violation of the above Terms of Service, or any violation of the Acceptable Use Policy may, in the sole discretion of the Company, result in immediate account termination.
VPS Ace reserves the right to remove any Customer's account without prior notice, with or without a refund, if the Customer's account is verifiably determined to be at risk of violating any section of this Agreement.
Violation of these Terms of Service may result in legal action, service charges or a combination thereof.
The Service Level Agreement, 48 Hour Refund Guarantee, and all other guarantees made by the Company will be void if any section of this Agreement is violated.
Identity Use & Confidentiality
Customer agrees to use the VPS Ace logo, VPS Ace information, and related services in accordance to the approved marketing guidelines. VPS Ace agrees not to use Customer name, logos, or information without prior written consent of Customer.
Customer acknowledges that by reason of their relationship, both the Customer and the Company may have access to certain products, information and materials relating to the other party's business, which may include business plans, customers, software technology, and marketing plans that are confidential and of substantial value to either party, respectively, and which value would be impaired if such information were disclosed to third parties. Consequently, both the Company and the Customer agree that it will not use in any way, for its own account or for the account of any third party, nor disclose to any third part, any such information revealed to it by either party.
The Customer and the Company further agree that each will take every appropriate precaution to protect the confidentiality of such information. In the event of termination of this agreement, there shall be no use or disclosure by either party of any such confidential information in its possession, and all confidential documents shall be returned to the rightful owner, or destroyed. The provisions of this section of the Agreement shall survive the termination of the Agreement for any reason. Upon any breach or threatened breach of this section of the Agreement, either party shall be entitled to injunctive relief, which relief will not be contested by the Customer or the Company.
Customer agrees to abide by all local, state, and federal laws pursuant to services delivered in Ontario, Canada. All contract terms found herein shall be governed by the Province of Ontario.
Each party agrees to indemnify and hold harmless the other party, the other party's affiliates, and each of their respective officers, directors, attorneys, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys' fees) brought by a third party under any theory of legal liability arising out of or related to the indemnifying party's actual or alleged infringement or misappropriation of a third party's copyright, trade secret, patent, trademark, or other proprietary right.
Limitation of Liability
Except as described in the SLA, VPS Ace shall not be liable to Customer for harm caused by or related to Customer's services or inability to utilize the services unless caused by gross negligence or willful misconduct. Neither Party shall be liable to the other for lost profits, direct or indirect, special or incidental, consequential or punitive, or damages of any kind whether or not they were known or should have been known. Notwithstanding anything else in this Agreement, the maximum aggregate liability of VPS Ace and any of its employees, agents or affiliates, under any theory of law shall not exceed the amount paid by the customer for hosting services for the thirty (30) days prior to the occurrence of the event(s) giving rise to the claim.
Any controversy or claim arising from service or related to this contract or breach therein in excess of $1000.00 shall be settled by mutually agreed upon arbitration. The resulting judgment rendered by a licensed arbitrator shall be final and binding on the parties and may be entered in any court having valid jurisdiction.