Master Service Agreement
This agreement ("Agreement") is between wholesale hosting service provider Uneekz ("Uneekz") at 502-18 Panorama Court, Etobicoke, ON, Canada and the Customer or Hosting Account Holder ("Customer") specified in the electronic order form annexed herein by reference ("Order"). The agreement is made effective as of the date of the order.
The parties agree as follows:
This agreement in conjunction with the Uneekz Acceptable Use Policy annexed herein by reference (AUP) are intended to cover any and all services provided by Uneekz and received by the Customer. This service agreement and annexed AUP together, contain the entire understanding between Uneekz and Customer with respect to the services ("Services") described in the Order and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between Uneekz and Customer. Customer acknowledges and agrees that its entire right relating to Uneekz Services are as set forth in this agreement and hereby waives all other rights that it may have by implication of law or otherwise.
Subject to the terms and conditions of this agreement, Uneekz agrees to provide the wholesale hosting services specified in the Order. Subject to Customer's right to terminate this agreement in accordance to Section 4.3 of this agreement, Uneekz may expand or contract the scope of the Uneekz services by issuing an amended order form to the Customer in advance of such change.
2. Initial Term
The initial term of this Agreement is stated in the Order ("Initial Term"). The Initial Term shall not commence until Uneekz accepts and confirms the completed order form from the Customer and until first payment as set out in the Order is made in full by the Customer for Services to be provided during the Initial Term. Uneekz reserves the right to reject any order in which case moneys collected will be refunded/reversed.
3. Renewal Term
Unless terminated by Uneekz or in accordance with Section 4.3 of this Agreement, this Agreement will automatically renew for successive terms of equal length to the Initial Term at the applicable rate and discounts.
4. Fees and Payment
The Customer agrees to pay Uneekz, without limitation, for services provided. Customer is fully responsible to ensure payment of any and all amounts due, are paid on time independently of receiving any invoices or billing notifications from Uneekz.
Customer is responsible for keeping their contact and billing information up-to-date and accurate, including but not limited to a properly functioning and reachable email address and telephone number.
Invoices may be provided as a courtesy to Customer any or none of the following: email, Uneekz Customer Service Center or upon request fax or mail. Uneekz assumes no responsibility for invoices lost or not received. Dollar amounts and costs indicated for all Uneekz services are in US currency, unless otherwise stated. Payment for all Uneekz services is billed and due thirty (30) days in advance.
4.1 Overdue Accounts - Overdue accounts may, at the discretion of Uneekz, be issued a late payment reminder and/or 72 hour disconnection warning notice. Regardless of receiving a late payment reminder or disconnection notice all overdue accounts will be suspended/disconnected from the Internet for a period of 72 hours. Disconnected accounts are cancelled automatically after 72 hours unless: payment is received in full or alternative, suitable arrangements are made with Uneekz. A minimum $25 reconnection fee will be charged on all accounts reconnected after being suspended/disconnected. NOTE: If an account is cancelled, there is NO possibility that it can be restored and/or its data recovered.
4.2 Other Charges - Customers will pay all sales and value-added taxes, duties or levies imposed by any authority, government, government agency or commission or Crown Corporation in connection with the Uneekz web hosting and related services as provided under this agreement. Customers are responsible for collecting such taxes, duties or levies from end users as imposed by authority, government, government agency or commission or Crown Corporation.
Uneekz reserves the right to charge the Customer standard hourly rates $50/hour US ($25.00 minimum per instance) to cover the resolution of excessive or unusual problems or complaints.
4.3 Cancellation Policy - All hosting contracts, unless otherwise negotiated, are month-to-month. The cancellation of any month-to-month hosting contract by the Customer must occur via the Cancellation Email provided in the Uneekz Customer Service Email located at firstname.lastname@example.org. The form must be submitted at least 30 days prior to the requested cancellation date. There are no partial refunds or credits for early cancellations. All payments to Uneekz are final and non-refundable.
4.4 Bandwidth Usage - Bandwidth can be purchased in advance (prior to use) at a discounted rate and "banked". Monthly bandwidth usage will be deducted from Customer's "banked bandwidth" on a monthly basis. If all "banked bandwidth" is expended in any given billing period then any additional bandwidth used in that billing period will be billed to Customer at regular rates without further notice to the client.
5. Acceptable Use Policy
Customers shall at all times comply with and help ensure that they and their clients comply with the terms and conditions of the current version of the Acceptable Use Policy (AUP) posted at www.uneekz.net. Customer agrees that Uneekz may amend the terms of the AUP from time to time by posting a new or different version of the Acceptable Use Policy at www.uneekz.net. The Customer shall include the terms and conditions set out in the Acceptable Use Policy in an Acceptable Use Policy with its own clients. Violation of the terms set forth in Uneekz AUP will result in an immediate and indefinite suspension of Customer's services solely at the discretion of Uneekz.
6. 99.99% Uptime Guarantee
Uneekz endeavours to provide the most reliable network infrastructure possible to its Customers. To Customers in good financial standing with Uneekz we guarantee that our network is available 99.99% of the time in a given month, excluding scheduled maintenance. The network is defined as core network infrastructure excluding the hardware, services and software running on your server. Network downtime is measured from the moment the Customer notifies a Uneekz support representative of a network failure to the time the Network responds to an external "ping" request. Notification of network failure must occur at the time of the outage and not after the fact. If network downtime exceeds 99.99% in a given month, the Customer will be credited 5% of their monthly hosting fee and an additional 5% for each additional 2 hours of downtime up to 50% of the Customerís monthly hosting fee. Credits shall not be provided to the Customer if network downtime is the result of: a) scheduled maintenance b) circumstances beyond Uneekz reasonable control, including, but not limited to: dDoS or other network attacks, upstream or 3rd party network outages, war, fire, flood, sabotage, labour disturbance, acts of government and c) breaking this Agreement or Uneekz Acceptable Use Policy.
7. Temporary Service Suspension
The Customer agrees that it may be necessary for Uneekz to temporarily suspend services for technical reasons or to maintain the Uneekz network, the Equipment or any other facilities, the timing of which will be as determined by Uneekz. Such suspension of the Services will not be an interruption of the Uneekz Services for the purpose of calculating network availability or the Customer's entitlement to credit for network interruption.
8. Emergency Service Suspension
Uneekz may interrupt the Services at any time for any duration of time, without penalty or liability for any claim by the Customer, where necessary to prevent improper or unlawful use of Uneekz Services or network. Such suspension of Services will not be an interruption for the purpose of calculating network availability or the Customer's entitlement to credit for network interruption.
9. Data Backups
Uneekz offers data backup services for your critical data files Only if you subscribe to our low fee Backup Service of US $100.00/month. We make every effort to ensure the reliability of this process. However, because of technical issues regarding backups on live servers and the possibility of data corruption on backup and restore, Uneekz cannot guarantee any data can be fully restored. The Customer will hold Uneekz without penalty or liability for any claim resulting from a failed backup and/or restore procedure.
10. Compromised/Hacked Account
A compromised or "hacked" account is a serious threat to our network. Uneekz, at its sole discretion, will take any and all measures to prevent a compromised account from doing additional damage to its own system and files or to the rest of the network.
Determination that a server has been compromised:
By the Client - If you believe your account may have been hacked, immediately report the situation to Uneekz technical support. Uneekz will examine your account and may implement additional monitoring of your system.
By Uneekz - If a Uneekz System Administrator believes an account on our network is compromised, Uneekz will: 1) suspend the account from the network, 2) contact the client, and 3) provide evidence of the account being "hacked".
11. Proprietary Rights
The Customer shall not display or otherwise use any trade mark, trade name, logo, symbols, coined word or combination of words used by Uneekz or permit the same to be displayed or otherwise used in connection with any business conducted or controlled by the Customer except as may be specified or approved by Uneekz in writing.
12. Termination of Agreement
If Customer breaches any of its obligations under this agreement or the Acceptable Use Policy (AUP) then Uneekz may terminate this agreement at any time and without prior notice.
12.1 Discretionary Suspension or Cancellation of Services
Uneekz reserves the right to refuse, suspend or cancel services provided to Customer for any reason Uneekz deems necessary or warranted, including but not limited to, abusive or belligerent behaviours, excessive administrative issues, and consistent delinquent or late payments. Uneekz may exercise this right at any time without prior warning or further explanation to Customer.
Uneekz is not responsible for any loss of data or downtime resulting from wilful, accidental or mistaken disconnection or cancellation of an account.
13. Limitation of Liability
Customer acknowledges and agrees neither Uneekz nor any of its members, shareholders, directors, officers, employees or representatives will be liable for any special, indirect, consequential, punitive or exemplary damages, or damages (including but not limited to damages for loss of profits or savings, loss of data, or loss of use) in connection with this agreement. If, despite the foregoing limitations, Uneekz or any of its shareholders, directors, officers, employees or representatives should become liable to Customer or any other person in connection with this agreement for ANY REASON, then the maximum aggregate liability of Uneekz, its members, shareholders, directors, officers, employees and representatives for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the claimant or the amount payable by Customer to Uneekz for one month of service under this agreement.
Customer will indemnify and save harmless Uneekz and its members, shareholders, directors, officers, employees, agents, contractors, and representatives from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded, asserted or claimed against Uneekz or any of its members, shareholders, directors, officers, employees and representatives in connection with Customer's negligence, activities or omissions, or breaches of its obligations under this agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by Customer.
15. Governing Law
This agreement shall be interpreted in accordance with and be governed in all respects by the laws of the Province of Ontario and Laws of Canada and U.S.A. applicable therein. The courts of Ontario shall have non-exclusive jurisdiction to entertain any action or proceeding brought by the parties in connection with this agreement or any alleged breach of this agreement. The parties each attorney irrevocably to the jurisdiction of such courts.
16. Customer Acknowledgement
Customer acknowledges that it accepts all risk of any unauthorized or illegal use of the Uneekz network or any inter-connected network by third parties. Uneekz provides no warranties, makes no representations, and accepts no liability for the unauthorized or illegal access or interference with the Customer's server/network.
17. Electronic Commerce
The Customer is solely responsible for all aspects of their online store or e-business. This includes, but is not limited to:
18. IP Address Ownership and Usage
Uneekz assigns IP (Internet Protocol) addresses to Customers for their use. Customers have no right to use Uneekz IP addresses not assigned to them, to move IPís between different servers or accounts or in ways not permitted by Uneekz. Uneekz maintains ownership of all IP addresses that are assigned to Customers and reserves the right to change or remove them at its sole and absolute discretion. Typically, however, these changes are rare and made only at the request of ARIN or an upstream provider. PLEASE NOTE: The allocation of IP addresses is restricted by the policies of ARIN. These policies dictate that name-based hosting MUST be used whenever possible. Uneekz reserves the right to periodically review IP address usage and revoke authorization to use those IP addresses not being utilized or where name-based hosting could be used.
19. Uneekz Administrative Account and Software
For the purposes of Datacenter, Network, Server maintenance, inventory and related activities, Uneekz staff and management retain the right to administrative access to any and all dedicated, Virtual Private and shared servers on their network. To facilitate this, all Uneekz servers may include a Uneekz administrative account and/or daemon designed for these purposes. See Acceptable Use Policy (AUP) for more details.
20. Money Back GuaranteeUneekz offers a limited Money Back Guarantee to all new clients. The purpose of this guarantee is to allow clients to experience Uneekz services and determine that they meet or exceed industry standards. To this end, if and only if Uneekz has not met industry standards for service performance and reliability during the first 72 hours of a new hosting account being online and the client submits a "Money Back Guarantee" Cancellation Request from the Uneekz Customer Service Email (email@example.com), Uneekz will refund the client's hosting fees. This refund will NOT include any setup fees, transactional fees or hourly support fees paid to Uneekz. In all other circumstances monies paid to Uneekz are final and non-refundable.
Updated April 20th 2008