Last Updated: January 4, 2023
IMPORTANT:
PLEASE READ THESE TERMS CAREFULLY AS THEY FOR AN AGREEMENT AND IMPACT A VISITOR, USER AND/OR CUSTOMER’S LEGAL RIGHTS.
1. Terms and Conditions and Related Agreement and Policies; Modifications.
1.1. These online Universal Terms of Service are an agreement which sets forth the terms and conditions (collectively, the “UToS”) governing access to and the use of the products, services, website (www.ramnode.com) and/or mobile-optimized versions of the website to which the UToS are linked (collectively, the “Website”), operated by RamNode and which is owned and/or operated by InMotion Hosting, Inc., its parent, subsidiaries, affiliates and/or brands (collectively “Company”), by a Website visitor, user and/or the party set forth in the related Company order form (“Customer”), which order is incorporated herein by this reference (together with any subsequent order forms submitted by User to Company, collectively, the “Order”) and applies to Customer’s use and/or purchase(s) of products and services ordered by Customer on the Order Form (each a “Product” and collectively, the “Products”).
1.2. The term “Website” also includes and is not limited to any webpages, subdomains of the Website and any content, code, data, services, products, features or functionality made available from or through the Website or Products.
1.3. Company and a Website visitor, user and/or Customer may be individually referred to herein as a “Party” and together the “Parties.”
1.4. The UToS are effective on the date a Website visitor, user and/or Customer first accessed the Website, Account (as defined herein) Product or date Company signed the Order, whichever is earlier.
1.5. By accessing and/or using the Website or Products, Customer signifies that Customer has read, understands, acknowledges and agrees to be bound by the UToS, along with the Acceptable Use Policy (“AUP”), Privacy Policy (“Privacy Policy”), Data Processing Agreement (“DPA”) all of which are incorporated herein by reference.
1.6. The UToS, AUP, Privacy Policy and Order (if applicable) shall collectively be referred to as the “Agreements.” In case of a conflict between an Order or term within the AUP, Privacy Policy or UToS, the terms of the UToS shall control.Unless otherwise set forth in the Order or the UToS, AUP or Privacy Policy, the capitalized terms contained within those documents carry the same meanings whenever used in the UToS.
1.7. The Website and Agreements may be modified at any time by Company upon posting to the Website. Any such modifications shall be effective immediately. A User’s access and/or use of the Website after any modifications to the Website or Agreements have been made shall constitute such party’s acceptance of each as of the “Last Updated” date stated above.
2. Ownership. All content included on the Website and within the Products are and shall continue to be the property of Company or its content suppliers and is protected under applicable copyright, patent, trademark, and other intellectual and proprietary rights. Any copying, redistribution, use or publication by a visitor, user or Customer of any such content or any part of the Website or Products is prohibited, except as expressly permitted in the Agreements. Under no circumstances will a visitor, user or Customer acquire any ownership rights or other interest in any content by or through use of the Website or Products.
3. Intended Audience. The Website and Products are intended for adults only. The Website and Products are not intended for any individual under the age of eighteen (18).
4. Website Use. Company grants a Website visitor, user and/or Customer a limited, revocable, non-exclusive license to use the Website and Products solely for such party’s own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. A Website visitor, user and/or Customer agrees not to copy materials on the Website or Products, reverse engineer or break into the Website or Product, or use materials, products or services in violation of any law. The use of the Website or Product is at the discretion of Company and Company may terminate Website visitor, user and/or Customer’s use of the Website or Products at any time.
5. Compliance with Laws. A Website visitor, user and/or Customer agrees to comply with all applicable laws regarding such party’s use of the Website or Products. A Website visitor, user and/or Customer further agrees that information provided by such party to Company is truthful and accurate to the best of such party’s knowledge.
6. Authority to Contract.
6.1. The Website and Products are available only to individuals or entities who can form legally binding contracts under applicable law. By signing up for, accessing and/or using the Website and Products, Customer represents and warrants that Customer (or an entity’s representative) is at least eighteen (18) years of age; otherwise recognized as being able to form legally binding contracts under applicable law; and/or is not a person barred from purchasing or receiving, accessing or using, the Website and Products under the laws of the United States or other applicable jurisdiction.
6.2. If Customer enters into the Agreements as a representative or on behalf of a legal entity or third party that retains or may retain ownership in a Customer Account, then Customer hereby represents and warrants that Customer has the legal authority to bind such legal entity or third party to the terms and conditions contained in the Agreements, in which case the term “Customer” shall refer to such entity or third party. If, after Customer’s electronic or other acceptance of the Agreements, Company finds that Customer does not have the legal authority to bind such entity or third party, Customer will be personally responsible for the obligations contained in the Agreements, including, but not limited to, any payment obligations. Company shall not be liable for any loss or damage resulting from Company’s reliance on any representation, instruction, notice, document or communication reasonably believed by Company to be genuine and originating from an authorized representative of Customer’s entity or third party. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Company reserves the right (but undertakes no duty) to require additional authentication from Customer. Company further reserves the right to suspend, cancel or terminate a Customer Account in the event of a dispute of ownership of a Customer Account or Customer Content (as defined herein) between the claimed owner and a representative acting on behalf of an entity.
6.3. “Customer Content” is defined as content that is submitted to, stored on or distributed or disseminated by Customer via the Products and also includes (but is not limited to) content of Customer’s website(s), customer(s) and/or user(s). Customer further agrees to be bound by the terms of the Agreements for all transactions entered into by Customer, anyone acting as Customer’s agent and anyone who accesses or uses Customer Account or the Products, whether or not authorized by Customer.
6.4. A visitor, user and/or Customer acknowledges and agrees that any submissions (i.e., telephone, email, direct messaging/chat, etc.) to Company are entirely voluntary, do not establish a confidential relationship or obligate Company to treat such submission as confidential or secret, that Company has no obligation, either express or implied, to develop or use any submission, and no compensation is due for any intentional or unintentional use of any submissions, and that Company may be working on the same or similar content, it may already know of such content from other sources, it may wish to develop this (or similar) content on its own, or it may have taken or will take some other action. A visitor, user and/or Customer acknowledge and agree that Company may retain such submissions to collect information to enhance a visitor user and/or Customer experience.
7. Customer Account.
7.1. In order to access some of the features of the Website or use some of the Products, Customer must create a Customer account (“Account”). Customer represents and warrants to Company that all information Customer submits when Customer creates an Account is accurate, current and complete, and that Customer will keep the Account information accurate, current and complete. If Company has reason to believe that the Account information is untrue, inaccurate, out-of-date or incomplete, Company reserves the right, in its sole and absolute discretion, to suspend, cancel or terminate the Account. Customer is solely responsible for the activity that occurs on the Account, whether authorized by Customer or not, and Customer must keep the Account information secure, including without limitation all Customer number or login, password and payment method(s). For security purposes, Company strongly recommends that Customer change Customer’s password periodically for any Account.
7.2. If Customer acts on behalf of a legal entity or third party, upon request by Company, Customer shall provide Company with any contact or other information related to the true owner of the Account, which may include providing a valid identification or other proof of authorization.
7.3. Customer agrees to abide by all U.S. Export Laws (as defined herein).
7.4. Customer is allowed to only maintain one account with Company. Customer must submit a written request to create an additional account via the Company’s ticket process. Any account may be suspended and/or terminated if Customer establishes an unauthorized account.
7.5. Customer must notify Company immediately of any breach of security or unauthorized access or use of the Account. Customer may be liable for any damages or loss Company or others incur caused by a breach of an Account, whether caused by Customer or by an authorized person, or by an unauthorized person.
7.6. Company will not be liable for any loss incurred due to any unauthorized use of an Account. Customer may be liable for any loss Company or others incur, whether caused by Customer, or by an authorized person, or by an unauthorized person.
8. Data Privacy and Protection. Access and use of the Website and Products involve the processing of personal data about a Website visitor, user and/or Customer. The Privacy Policy and Data Processing Addendum (“DPA”), which are hereby incorporated by this reference, as applicable, relate to to personal data and/or personal information, provide a Website visitor, user and/or Customer contractual assurance that Company has implemented mechanisms to ensure the processing of such data and information, including transfers of personal data from the European Economic Area to a third country, and complies under applicable data privacy laws. Company reserves the right, and a Website visitor, user and/or Customer authorizes Company to use and assign all information regarding a Website visitor, user and/or Customer’s Website or Product use and all information provided by a Website visitor, user and/or Customer in any manner consistent with the Privacy Policy. For the purposes of the DPA and the Standard Contractual Clauses attached to the DPA (when and as applicable) Users (and applicable affiliates) are considered the Data Controller or Data Exporter.
9. Customer’s Responsibilities.
9.1. Customer is solely responsible for the quality, performance and all other aspects of Customer Content.
9.2. Customer will cooperate fully with Company in connection with Company’s delivery and performance of the Website and Products. Customer must provide any equipment or software that may be necessary for Customer to use the Website and Products. Delays in Customer’s performance of its obligations under the Agreements will extend the time for Company’s performance of its obligations hereunder that depend on Customer’s performance on a day for day basis.
9.3. Customer assumes full responsibility for providing any of its visitors, customers and/or end users with any required disclosure or explanation of the various features related to Customer Content and any goods or services described therein, as well as any rules, terms or conditions of use.
9.4. Because the Products permit Customer to electronically transmit or upload content, Customer shall be fully and solely responsible for uploading, supplementing, modifying and updating Customer Content.
9.5. Customer is responsible for ensuring that Customer Content and all aspects of Customer Content are compatible with the hardware and software used by Company to provide the Website and Products. Specifications for the hardware and software used by Company to provide the Products will be available on the Website, in the Account or should be requested by Customer in writing. Company shall not be responsible for any damages to Customer Content or other damages, or malfunctions or service interruptions caused by any failure of Customer Content or any aspect of Customer Content to be compatible or incompatible with the hardware and/or software used by Company to provide the Products.
10. Leased IPs. Company may lease an Internet Protocol (“Leased IP”) to Customer as part of the Products. Customer understands that all information, computer files, software, graphics, sound files, and text, whether transmitted through the Leased IP are the sole responsibility of Customer from which such content originated. Customer is fully and solely responsible for any and all content that Customer uploads, posts, e-mails, or transmits using Company network via the Leased IP. Company does not, cannot and will not control any content Customer transmits through Company’s network via the Leased IP. Under no circumstances shall Company be held liable for any errors or omissions in any content transmitted by Customer through Company’s network via the Leased IP.
11. Backups. Subject to the following, Customer is solely responsible for making backup copies of all Customer Content.
11.1. Cloud. For a fee, cloud customers can create and manage automated backups and manual snapshots through Customer’s Cloud Control Panel. Backups and snapshots are considered images and are billed according to the prices listed on the Order or Website. Customer must implement this option as it is not automatic. Company assumes no liability as to the availability or completeness of any backups. Backup and/or snapshot are Customer’s sole responsibility. Company is not responsible for any data loss.
11.2. SolusVM. Company does not make backups of any SolusVM virtual server data. Backups and/or snapshots are Customer’s sole responsibility. Company is not responsible for any data loss.
11.3. Shared. For no fee, shared customers can create and manage a backup through Customer’s Account. ANY BACKUPS MADE THROUGH THE ACCOUNT WILL ONLY BE STORED ON A COMPANY SERVER FOR FORTY-EIGHT (48) HOURS AND THEREAFTER WILL BE AUTOMATICALLY DELETED. Company will not assist Customer with the restoration of any backup made through the Account outside of the features provided to Customer from within the Account.
11.4. Disaster Backups. While Company may perform internal disaster recovery backups (“Disaster Backups”) for Company’s business purposes in which such Disaster Backups are not part of any service or Product. Company assumes no liability as to the availability or completeness of such backup(s). Customer is expected and encouraged to maintain backup copies of their own data to external storage media.
12. Customer’s Representations and Warranties.
12.1. Customer hereby represents and warrants to Company, and agrees that during the Initial Term and any Term (as such terms are defined herein) thereafter for the Products, that Customer will ensure that:
12.1.1. Customer is and remains the legal owner or valid licensee of Customer Content and each element thereof, and Customer has secured all necessary licenses, consents, permissions, waivers and releases for the use of Customer Content and each element thereof, including without limitation, all copyrights, trademarks, logos, names and likenesses contained therein, without any obligation by Company to pay any fees, residuals, guild payments or other compensation of any kind to any person or third party;
12.1.2. Customer’s use, publication, and display of Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any person, including, without limitation, any contractual, statutory or common law right or any “moral right” or similar right however denominated;
12.1.3. Customer will comply with all applicable laws, rules, and regulations regarding Customer Content and will use Customer Content only for lawful purposes; and
12.13. Customer has used and will continue to use its best efforts to ensure that Customer Content is and will at all times remain free of all computer viruses, worms, Trojan horses and/or other malicious code.
12.2. Customer shall be solely responsible for the development, operation and maintenance of Customer Content, electronic commerce activities, all products and services offered by Customer or appearing through Customer Content and for all contents and materials appearing online or on Customer’s products or within any services, including, without limitation:
12.2.1. the accuracy and appropriateness of Customer Content and content and material appearing in its store or on its products or services;
12.2.2. ensuring that Customer Content and content and materials appearing in its store or on its products do not violate or infringe upon the rights of any person or third party; and
12.2.3. ensuring that Customer Content and the content and materials appearing in Customer Content or electronic commerce activities, products and services offered by Customer are not defamatory or otherwise illegal. Customer shall be solely responsible for accepting, processing and filling customer orders and for handling customer inquiries and/or complaints. Customer shall be solely responsible for the payment or satisfaction of any and all taxes associated with Customer Content, its website(s) and electronic commerce activities.
12.3. In addition to transactions entered into by Customer or on Customer’s behalf, Customer agrees to be bound by the terms of the Agreements for transactions entered into on Customer’s behalf by anyone acting as Customer’s agent, and transactions entered into by anyone who uses Customer’s Account, whether or not the transactions were on Customer’s behalf.
13. Availability of the Products. Subject to the terms and conditions of the Agreements, Company shall use commercially reasonable efforts to attempt to provide the Website and Products on twenty-four (24) hours a day, seven (7) days a week basis, however, such up-time is not a guarantee. Customer understands, acknowledges and agrees that from time to time the Website and Products may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions, periodic maintenance, repairs or replacements that Company undertakes from time to time or causes beyond Company’s reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. Customer understands, acknowledges and agrees that Company has no control over the availability of the WebsiteWebsites and Products on a “guaranteed” continuous or uninterrupted basis and that Company assumes no liability to Customer or any other party with regard thereto.
14. Monitoring of Content; License to Company.
14.1. Company does not pre-screen or monitor Customer Content (whether used with the Products, posted to a website hosted by Company or posted to the Website). However, Company reserves the right (but undertakes no duty) to do so and decide whether any item of Customer Content is appropriate and/or complies with the Agreements.
14.2. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide right and license during the Initial Term and any Term (as such terms are defined herein) thereafter to do the following to the extent necessary in the performance of the Products:
14.2.1. the right to reproduce, copy, use and distribute all and any portion of Customer Content to the extent needed to provide and operate the Products.
14.2.2. digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink Customer Content;
14.2.3. make archival or backup copies of Customer Content (although Company is not required to do so as Customer is solely responsible for backing-up any Customer Content);
14.2.4. except for the rights expressly granted above, Company is not acquiring any right, title or interest in or to Customer Content, all of which shall remain solely with Customer; and
14.2.5. Company, in its sole discretion, reserves the right:
14.2.5.1. to deny, cancel, suspend, transfer or alter, modify, correct, amend, change, program, or take any other corrective action to protect the integrity and stability of the Products (including altering, modifying, correcting, amending, changing, programming, or taking any other corrective action regarding any malicious code, software or related abusive activity, of Customer Content and/or website(s)); and/or
14.2.5.2. to comply with any applicable laws, government rules, or requirements, requests of law enforcement, or to avoid any liability, civil or criminal.
Customer further agrees that Company shall not be liable to Customer for any loss or damages that may result from such conduct.
15. Technical Support Requests.
15.1. General Support Requests.
15.1.1.Company will provide support to Customer only through a ticket system delivered through the Account (i.e., via a Customer’s Client Area Dashboard) for qualified tickets based on the applicable Product. Prior to submitting a ticket, Customer should check @NodeStatus or @RamNode Twitter pages prior to any submission.
15.1.2. Ticket requests must be submitted in English and will be processed in order received. Company is not responsible for any non-English translations. Non-English submissions will not be processed.
15.1.3. Company’s response time to any request is typically (but not guaranteed) to be 1 to 3 U.S. business days.
15.1.4. Company’s servers are unmanaged and are provided with basic servicing tools and remote console access is required to configure and maintain an Account.
15.1.5. Company does not provide support related to Customer’s website or other applications.
15.1.6. Customer is solely responsible for managing all aspects of Customer’s virtual server.
15.1.7. Company’s servers are designed for web hosts, advanced Linux administrators, and experienced webmasters. In order to successfully manage Company’s servers, Customer should be familiar with Linux operating systems, tools, and services.
15.1.8. Company does provide support regarding the following issues:
15.1.8.1. Network access.
15.1.8.2. Server hardware.
15.1.8.3. Cloud Control Panel or SolusVM functionality.
15.1.8.4. OS templates and ISOs.
15.1.9. Company provides support regarding shared hosting support only within a shared hosting environment. Company does not provide website script, and/or database support. Customers are solely responsible for maintaining Customer created scripts up to date and are advised to use the included Softaculous script manager to install and update available scripts.
15.1.10. Shared hosting support is available for non-critical issues between the hours of 11:00 AM to 7:00 PM Eastern Standard Time (EST). Critical support (as determined in Company’s sole discretion) for server or network issues is available twenty four (24) hours a day, three-hundred sixty-five (365) days a year.
15.2. Professional Support Services (Fee-Based Services).
15.2.1. For an additional fee(s) and as an add-on service(s) to assist Customers with qualifying issues which fall outside the scope of Company’s unmanaged support, Company provides an administrator(s) to assist Customers with support for operating system and application infrastructure maintenance (e.g., setup, administration, management, and support of a server and/or applications; perform updates and patching; assist in infrastructure and hardware management; remediation of anything that could affect the performance of the server; optimizing databases, configuring firewalls; moving data) (collectively, “Professional Services”).
15.2.2. The Professional Services are available for only current paying Customers. Former Customers or Customers in account default are not eligible for the Professional Services. All Professional Services will be performed on Company owned servers only.
15.2.3. All Professional Services are provided on an AS-IS basis with no additional support provided for completed work.
15.2.4. Any dispute related to the Professional Services must be made in writing within ten (10) business days of completion of the completion of the project. Failure to do so will result in a waiver of any claims for the Professional Services rendered.
15.2.5. Services Not Included. The following services are not within the scope of the Professional Services:
15.2.5.1. Subscription-based system administration services
15.2.5.2. Website design and optimization
15.2.5.3. Custom scripting or coding
15.2.5.4. Forensics, including data recovery
15.2.5.5. Monitoring (Company will not respond to alerts from external monitoring systems)
15.2.5.6. Software installation without required and valid license(s).
15.2.6. Troubleshooting. If Company is required to troubleshoot any resource usage, Company cannot and does not guarantee resolution of the underlying cause. All time spent troubleshooting any such issues will be billed on a per hour basis.
15.2.7. Sign-Up Via Ticket Submissions; Services Implementation. All Professional Services projects will be performed via submission of a ticket to support@ramnode.com. No Professional Services will be performed via a screen share or telephone. To the extent necessary, access to Customer Content and related Customer materials will be required by Company to perform the Professional Services.
15.2.8. Fees and Payment. Payment for the Professional Services will be due prior to the start of any project. Any work provided outside of the scope of work originally requested will be billed as an additional project(s) and additional project(s) fee. Payment is to be made via credit card, PayPal or Bitcoin only. Cloud credits cannot be charged for Professional Services payments. In the event of non-payment for the Professional Services, hosting service(s) may be suspended or terminated.
15.2.9. Non-Refundable and Cancellation of Services: Customer acknowledges and agrees the Professional Services fee(s) is non-refundable and non-cancellable.
16. Billing and Payment.
16.1. Customer shall pay to Company any fees for the Products in the manner set forth in the Order or as otherwise dictated by Company.
16.2. Any fees may not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Products or any software provided hereunder (excluding any tax on Company’s net income). All such taxes may be added to Company’s invoices for the fees as separate charges to be paid by Customer. All fees are fully earned when due and subject to Company’s refund policy, when paid to Company.
16.3. Company processes all payments made through Company’s billing portal and automatic fraud check system. Orders placed through VPN or proxy may result in “flagging” as a potential fraudulent transaction. Any payment flagged will require additional documentation prior to processing. Failure to comply with any Company request in a timely manner may result in suspension and/or termination without refund.
16.4. Company utilizes FraudRecord (www.fraudrecord.com), MaxMind (www.maxmind.com) or other providers to screen new orders for potential previous fraudulent activity. Any order flagged by such providers may be refused by Company for processing. Company, as determined by Company in its sole discretion, will also report existing customers who are found in violation of the Agreements to either via one-way hashed information or other manner.
16.5. If Company collects any payment due in an action or through an attorney or under advice from an attorney or through a collection agency, or if Company prevails in any action to which Customer and Company are parties, Customer agrees to pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and Company’s reasonable attorneys’ fees and costs.
16.6. If any Customer check is returned for insufficient funds Customer agrees Company may impose a minimum processing charge of $25.00 USD.
16.7. Customer agrees in the event that any amount due to Company remains unpaid for seven (7) calendar days after such payment is due, Company, in its sole discretion, may immediately terminate the Agreements, and/or withhold or suspend access to the Account and/or Products.
16.8. Customer agrees to pay wire transfers of $35.00 USD per wire.
16.9. Customer agrees to pay $50.00 USD for all credit card chargebacks.
16.10. Automatic Renewal
16.10.1. Other than as required by applicable law, Company does not retain hard copies or electronic versions of mandates, standing orders or standing instruction forms and/or any signed consents relating to a Customer’s payment or usage of Company automatic renewal services, and Company are therefore unable to provide any such document upon request.
16.10.2. IN ORDER TO ENSURE THAT CUSTOMER DOES NOT EXPERIENCE AN INTERRUPTION OR LOSS OF ACCESS TO THE PRODUCTS, THE PRODUCTS ARE OFFERED ON AN AUTOMATIC RENEWAL BASIS. EXCEPT FOR REASONS DESCRIBED BELOW IN THIS SECTION, AUTOMATIC RENEWAL RENEWS THE APPLICABLE PRODUCT UPON EXPIRATION OF THE THEN CURRENT TERM FOR A RENEWAL PERIOD EQUAL IN TIME TO THE MOST RECENT PRODUCT TERM PERIOD.
16.10.3. UNLESS CUSTOMER DISABLES THE AUTOMATIC RENEWAL OPTION IN THE ACCOUNT , COMPANY WILL AUTOMATICALLY RENEW THE APPLICABLE SERVICE WHEN IT COMES UP FOR RENEWAL AND WILL TAKE PAYMENT FROM ANY PAYMENT METHOD CUSTOMER HAS ON FILE WITH COMPANY AT COMPANY’S THEN CURRENT RATES, WHICH CUSTOMER ACKNOWLEDGES AND AGREES MAY BE HIGHER OR LOWER THAN THE RATES FOR THE ORIGINAL PRODUCT TERM PERIOD. IN ORDER TO SEE THE RENEWAL SETTINGS APPLICABLE TO CUSTOMER AND THE PRODUCTS, CUSTOMER WILL NEED TO LOG INTO THE ACCOUNT. IF CUSTOMER DOES NOT WANT ANY PRODUCT TO AUTOMATICALLY RENEW, CUSTOMER MAY ELECT TO CANCEL SUCH RENEWAL, IN WHICH CASE, THE PRODUCTS WILL TERMINATE UPON EXPIRATION OF THE THEN CURRENT TERM, UNLESS CUSTOMER MANUALLY RENEWS THE PRODUCTS PRIOR TO THAT DATE (IN WHICH CASE THE PRODUCTS WILL AGAIN BE SET TO AUTOMATIC RENEWAL). FOR AVOIDANCE OF ANY DOUBT, SHOULD CUSTOMER ELECT TO CANCEL THE PRODUCTS AND FAIL TO MANUALLY RENEW THE PRODUCTS BEFORE THEY EXPIRE, CUSTOMER MAY EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES AND LOSS OF CUSTOMER CONTENT, AND COMPANY SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY REGARDING SUCH INTERRUPTION OR LOSS.
16.10.4. COMPANY MAY PARTICIPATE IN “RECURRING BILLING PROGRAMS” OR “ACCOUNT UPDATER SERVICES” SUPPORTED BY CUSTOMER’S CREDIT CARD PROVIDER (AND ULTIMATELY DEPENDENT ON CUSTOMER BANK’S PARTICIPATION). IF COMPANY IS UNABLE TO SUCCESSFULLY CHARGE CUSTOMER’S EXISTING PAYMENT METHOD, CUSTOMER’S CREDIT CARD PROVIDER (OR CUSTOMER’S BANK) MAY NOTIFY COMPANY OF UPDATES TO CUSTOMER’S CREDIT CARD NUMBER AND/OR EXPIRATION DATE, OR MAY AUTOMATICALLY CHARGE CUSTOMER’S NEW CREDIT CARD ON COMPANY BEHALF WITHOUT NOTIFICATION TO COMPANY. IN ACCORDANCE WITH ANY RECURRING BILLING PROGRAM REQUIREMENTS, IN THE EVENT THAT COMPANY IS NOTIFIED OF AN UPDATE TO CUSTOMER’S CREDIT CARD NUMBER AND/OR EXPIRATION DATE, COMPANY MAY AUTOMATICALLY UPDATE CUSTOMER’S PAYMENT PROFILE ON CUSTOMER’S BEHALF. COMPANY MAKES NO GUARANTEES THAT COMPANY WILL REQUEST OR RECEIVE CUSTOMER’S UPDATED CREDIT CARD INFORMATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS CUSTOMER’S SOLE RESPONSIBILITY TO MODIFY AND MAINTAIN THE ACCOUNT SETTINGS, INCLUDING BUT NOT LIMITED TO (I) CANCELING THE PRODUCTS AND (II) ENSURING CUSTOMER’S ASSOCIATED PAYMENT METHOD(S) ARE CURRENT AND VALID. FURTHER, CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER’S FAILURE TO DO SO, MAY RESULT IN THE INTERRUPTION OR LOSS OF THE PRODUCTS, AND COMPANY SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY REGARDING SUCH INTERRUPTION OR LOSS.
16.10.5. If for any reason Company is unable to charge Customer’s payment method for the full amount owed, or if Company receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to Customer’s payment method, Customer agrees that Company may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate cancellation of the Products, without notice to Customer. Company also reserves the right to charge Customer reasonable “administrative” fees” for tasks Company may perform outside the normal scope of its Products; additional time and/or costs Company may incur in providing the Products; and/or Customer’s noncompliance with the Agreements (as determined by Company in its sole and absolute discretion).
16.10.6. Typical administrative or processing fee scenarios include but are not limited to Customer service issues that require additional personal time or attention; recouping any and all costs and fees, including the cost of the Products, incurred by Company as the results of chargebacks, reversals, payment disputes, penalties or other payment disputes brought by Customer, Customer bank or Customer payment method processor. These administrative fees or processing fees will be billed to the payment method Customer has on file in the Customer Account.
16.10.7. Company may offer pricing in various currencies. The transaction(s) will be processed in the selected currency and the pricing displayed during the checkout process will be the actual amount submitted for payment. For certain payment methods, the issuer of Customer’s payment method may charge Customer a foreign transaction fee or other charge(s), which may be added to the final amount that appears on Customer’s bank statement or post as a separate amount. Customer should check with the issuer of Customer’s payment method for details. In addition, regardless of the selected currency, Customer acknowledges and agrees that Customer may be charged Value Added Tax (“VAT”), Goods and Products Tax (“GST”), or other localized fees and/or taxes, based on Customer’s bank and/or the country indicated in Customer’s billing address section in the Account.
16.10.8. Payments other than Credit Cards:
16.10.8.1. Any payment method other than credit card will require Customer to maintain a cloud credit balance for use of Customer’s Cloud Hosting service. Billable cloud services include, but are not limited to, instances, images (uploaded images, snapshots, and backups), and public network transfers. Instances count toward usage as long as they exist even when the instance is powered off.
16.10.8.2. Company will provide notification via email when cloud credit meets Company determined threshold. Cloud service may be suspended and/or terminated once the cloud credit balance drops below $0.00 USD.
16.11. Company offers a three (3) day refund period for Customer’s initial payment (i.e., not renewals). Bitcoin payments are NON-REFUNDABLE. Software licenses are not eligible for refunds. Refunds must be requested via a support ticket after a cancellation request has been submitted.
17. Term; Termination; Cancellation Policy.
The initial/introductory term of the Agreements shall be as set forth in the Order (the “Initial Term”). After the Initial Term, the Agreements shall automatically renew. The Initial Term and all successive renewal periods shall be referred to, collectively, as the “Term.”
17.1. The initial/introductory term of the Agreements shall be as set forth in the Order (the “Initial Term”). After the Initial Term, the Agreements shall automatically renew. The Initial Term and all successive renewal periods shall be referred to, collectively, as the “Term.”
17.2. AFTER THE INITIAL TERM, CUSTOMER ACKNOWLEDGES, AGREES AND AUTHORIZES COMPANY TO AUTOMATICALLY BILL AND/OR CHARGE ON CUSTOMER’S CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELED BY EITHER PARTY AS PROVIDED HEREIN. REFER TO “BILLING AND PAYMENT” SECTION FOR ADDITIONAL DETAILS.
17.3. The Agreements may be canceled by Customer upon proper notice to Company, prior to the end of the Initial Term or any Term thereafter. Customer will be subject to a minimum $50.00 USD charge as an early cancellation fee. If Customer cancels the Agreements, no refund will be provided for unused time remaining on the Customer Account. Customer shall be obligated to pay for all charges for all Products for each month remaining in the Term. Customer shall be obligated to pay all fees and charges accrued prior to the date of such cancellation. Company may, but is under no obligation to, refund to Customer any pre-paid fees for the Products but only for the full months remaining after effectiveness of cancellation. No partial month fees shall be refunded. Any refund in this manner will not include any setup and/or cancellation fees, regular cost of any “free” services, and any discount(s) applied for prepayment, provided that Customer is not in breach of any terms and conditions of the Agreements.
17.4. Company may terminate the Agreements in the event of nonpayment by Customer.
17.5. Company may terminate the Agreements, without penalty, if the Products are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, or as otherwise provided herein. Company will provide Customer as much prior notice as reasonably practicable.
17.6. Company may terminate the Agreements or restrict access to the Customer Account or access to all or any part of the Products at any time, with or without cause, with or without notice, effective immediately.
17.7. In the event a Customer Account is suspended or terminated and Customer is logged into and/or can access the Customer Account, Company may terminate any Customer session within the Customer Account.
17.8. Company may immediately terminate the Agreements, without penalty or notice and without refund, if Company, in Company’s sole and absolute discretion or judgment, determines that Customer’s use of the Products or Customer Content violates any Company term or condition of the Agreements or Customer’s use of the Products disrupts, or in Company’s sole and absolute discretion or judgment, could disrupt the Company’s business operations or ability to provide the Products.
17.9. Company may terminate a Customer’s access to the Website or Products if Company has reason to believe, in its sole judgment, Customer is a repeat offender of the Agreements.
17.10. Company may terminate a Customer’s access to the Website or Products if Customer was previously terminated, suspended or canceled by Company for any reason.
17.11. If Company terminates Customer’s access to the WebsiteWebsites or Products, Customer may, in its sole and absolute discretion, remove and destroy any data and files stored by Customer on Company’s servers.
17.12. Upon termination of the Agreements for any cause or reason whatsoever, neither party shall have any further rights or obligations under the Agreements, except as expressly set forth herein, provided however, the provisions of Sections 2, 8, 9.1, 9.3, 10, 12, 16.1, 16.5-16.9, 17 (termination clauses), 20, 22, 23, 24, 25, 26.6 and 26.7 shall survive the expiration or termination of for any cause or reason whatsoever, and, notwithstanding the expiration or termination of the Agreements, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under the Agreements. Termination of the Agreements and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which Company may be entitled.
18. Conduct Towards Company. Company will protect the health, safety, and welfare of Company’s employees. Unprofessional conduct, threats, abusive language (including, but not limited to, disparaging remarks regarding the sex, race, religion, or sexual orientation of Company’s employees) and/or anything that could be considered hate speech in the course of User’s communications with Company will not be tolerated. Such conduct may result in the termination of communications and repeated offenses may result in the suspension, cancellation or termination of access and use of the Website or Products and cancellation of an Order (if applicable, and in such instance without any refund to Customer, as determined in Company’s sole and absolute discretion).
19. Trademark and/or Copyright Claims. Company supports the protection of intellectual property. Trademark or copyright claims may be submitted at Company’s Legal Inquiries page.
20. Links To Third-Party Websites. The Websites and Products may contain links to third-party websites that are not owned or controlled by Company. Company assumes no responsibility for such content, terms, and conditions, privacy policies, or practices of any third-party websites. In addition, Company does not censor or edit the content of any third-party website. By using the Websites, a visitor, user and Customer expressly releases Company from any and all liability arising from such party’s use of any third-party website. Accordingly, Company encourages a visitor, user and Customer to be aware when such party leaves the Website or Products to review the terms and conditions, privacy policies, and other governing documents of each other website that may be visited.
21. DDoS Protection. A distributed denial-of-service (DDoS) attack is a malicious attempt to disrupt normal traffic to a web property. Company’s DDoS filtering is shared among all customers with filtered IPs per location, and as a result a single customer may not receive filtering for the entire capacity per location. Company does not offer any guarantees attached to the filtering system. DDoS-filtered IPs are available to order for each location.
22. Disclaimer of Representations and Warranties. THE WEBSITE AND PRODUCTS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. A VISITOR, USER AND CUSTOMER AGREES THAT USE OF THE WEBSITE AND PRODUCTS IS AT A VISITOR, USER AND CUSTOMER’S SOLE RISK. COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT A VISITOR, USER OR CUSTOMER’S JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO A VISITOR, USER OR CUSTOMER. A VISITOR, USER AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY RELATING TO USER’S USE OF THE WEBSITE AND PRODUCTS SHALL BE TO DISCONTINUE USING THE WEBSITE OR PRODUCTS.
23. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE WEBSITE OR PRODUCTS, A VISITOR, USER OR CUSTOMER’S USE OF THE WEBSITE OR PRODUCTS EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A VISITOR, USER OR CUSTOMER’S SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND/OR PRODUCTS IS TO CEASE USE OF THE WEBSITE. A visitor, user or Customer may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to a visitor, user or Customer, the exclusions or limitations in the Agreements that directly conflict with such laws may not apply to such party. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, COMPANY’S TOTAL LIABILITY TO A VISITOR, USER OR CUSTOMER FOR ANY DAMAGES STEMMING FROM OR OTHERWISE RELATED TO THE AGREEMENTS, FOR ANY REASON WHATSOEVER AND IRRESPECTIVE OF THE FORM OR FORUM, IS LIMITED TO THE AMOUNTS PAID TO COMPANY BY A VISITOR, USER OR CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE ASSERTION OF SUCH CLAIM, DEMAND, OR OTHERWISE.
24. Indemnification. A visitor, user or Customer agrees to indemnify, defend and hold Company and its partners, employees, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to a visitor, user or Customer’s violation of the Agreements or use of the Website or Products.
25. Trial and Class Action Waiver. PLEASE READ THIS CAREFULLY IF USER IS A RESIDENT OF THE UNITED STATES OF AMERICA. IT AFFECTS USER’S LEGAL RIGHTS
25.1. Waiver of Jury Trial. A VISITOR, USER AND CUSTOMER HEREBY WAIVES SUCH PARTY’S CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. In the event any litigation should arise between the Parties in any state or federal court in a lawsuit, A VISITOR, USER AND CUSTOMER WAIVES ALL RIGHTS TO A JURY TRIAL.
25.2. Waiver of Class or Consolidated Actions. A VISITOR, USER AND CUSTOMER UNDERSTANDS AND AGREES ALL CLAIMS AND DISPUTES WHICH MAY BE MADE WITHIN THE SCOPE OF THE AGREEMENTS MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE VISITOR, USER OR CUSTOMER CANNOT BE LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER A VISITOR, USER OR CUSTOMER. A VISITOR, USER AND CUSTOMER UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THE AGREEMENTS, THE PARTIES ARE EACH WAIVING TO PARTICIPATE IN A CLASS ACTION.
26. General Terms.
26.1. Headings. The headings herein are for convenience only and are not part of the Agreements.
26.2. Limitation of Actions. No action, regardless of form, arising by reason of or in connection with the Agreements may be brought by either party more than one (1) year after the cause of action has arisen.
26.3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of the UToS to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, epidemics, pandemics, or other causes beyond the performing party’s reasonable control.
26.4. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of the UToS invalid or otherwise unenforceable in any respect. In the event that a provision of the UToS is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the UToS will continue in full force and effect.
26.5. No Waiver. Neither Party will be deemed to have waived any of its rights under the UToS by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of the UToS will constitute a waiver of any other breach of the UToS.
26.6. Choice of Law and Jurisdiction. The UToS will be governed solely by the internal laws of the State of California, including without limitation applicable federal law, without reference to: any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; the 1980 United Nations Convention on Contracts for the International Sale of Goods; or other international laws (except to the extent and applicability of any relevant international data privacy laws). The Parties consent to the jurisdiction of the federal and state courts of Los Angeles County, California.
26.7. Attorney’s Fees and Costs. Claims for attorney’s fees and other costs (including expert fees) are recoverable by the prevailing party in any legal action associated with the enforcement of the UToS, or the collection of any amounts due under the UToS.
26.8. Entire Agreement; Amendments. Unless otherwise stated in the Order (if applicable), the Agreements and documents incorporated herein by reference, supersedes all prior discussions, negotiations, and agreements between the Parties with respect to the subject matter hereof, and the Agreements (unless specifically stated therein) constitute the sole and entire agreement between the Parties with respect to the matters covered hereby. No additional terms or conditions relating to the subject matter of the Agreements shall be effective unless approved in writing by an authorized representative of User and Company.
26.9. Translation. The Agreements are written in English (USA). Company may, but is not obligated to, translate the terms into other languages. To the extent any translation is provided, it is provided for convenience purposes only, and in the event of a conflict between a translated version of the Agreements and the English (USA) version, the English (USA) version will control. Where a translated version is required to be provided by law such is to be considered binding in which both language versions shall have equal validity; User acknowledges that User has reviewed both language versions and each is substantially the same in all material respects; and in the event of any discrepancy between any versions, the translated version may prevail.
26.10. Termination. Subject to an Order (if applicable), Company may terminate the Agreements at any time, with or without notice, for any reason.
26.11. Company Contact Information. If User has any questions about the Agreements, please contact Company by email or regular mail at the following address: RamNode, c/o InMotion Hosting, Inc., Attn: Legal Department, 555 S. Independence Blvd., Virginia Beach, VA 23452, legal@ramnode.com.
