Terms Of Service (TCU)
Subject to the terms of this Agreement, and contingent on Customer's satisfaction of ROMARG's credit approval requirements, ROMARG agrees to provide the web hosting services described in the Order for the fees stated in the Order.
The initial service term of the Agreement shall begin on the date that ROMARG generates an e-mail message to Customer announcing the activation of the Customer's account (the 'Service Commencement Date') and shall continue for the first partial month of service plus the number of full calendar months stated in the Order (the 'Initial Term'). Upon expiration of the Initial Term, this Agreement shall automatically renew for up to three successive renewal terms of having the same number of full calendar months as the Initial Term (each a 'Renewal Term') unless ROMARG or Customer provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the 'Term.'
Fees: Fees are payable in advance on the first day of each billing cycle. Customer's billing cycle shall be monthly, beginning on the Service Commencement Date. ROMARG may require payment for the first billing cycle before beginning service. If the Order provides for credit/debit card billing, Customer authorizes ROMARG to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the Term of this Agreement; otherwise ROMARG will invoice Customer via electronic mail to the Primary Customer Contact listed on the Order. Invoiced fees may be issued on or before the 1st day of each billing cycle, and the fees shall be due on the 14th day following invoice date, but in no event earlier than the first day of each billing cycle.
Customer is responsible for providing ROMARG with changes to billing information (such as credit card expiration, change in billing address) At its option, ROMARG may accrue charges to be made to a credit/debit card until such charges exceed $10.00. ROMARG may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. ROMARG may suspend the service without notice if payment for the service is overdue. Fees not disputed within sixty (60) days of due date are conclusively deemed accurate. Customer agrees to pay ROMARG's reasonable reinstatement fee following a suspension of service for non-payment, and to pay ROMARG's reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs. All credit card and billing information is transmitted using SSL encryption to secure backend servers. Full credit card details are not retained by ROMARG.
Fee Increases: ROMARG may increase its fees for services effective the first day of a Renewal Term by giving notice to Customer of the new fees at least forty five (45) days prior to the beginning of the Renewal Term, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).
Taxes At ROMARG's request Customer shall remit to ROMARG all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on ROMARG), regardless of whether ROMARG fails to collect the tax at the time the related services are provided.
Early Termination:Customer acknowledges that the amount of the fee for the service is based on Customer's agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event ROMARG terminates the Agreement for Customer's breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the service other than in accordance with Section 9 (Termination) for ROMARG's breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.
Refunds: All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law. Money back guarantee: Notwithstanding above stated Refunds provisions, any charges relating to core services provided by ROMARG such as cloud server nodes, cloud hosting accounts or cloud applications announce are covered by a thirty (30) day money back guarantee. A claim may be made for a refund of these charges only within the first thirty (30) starting from the Service Commencement Date should the service not meet your requirements. The thirty (30) day money back guarantee does not cover add-on license fees (e.g. cPanel, Windows, Backup Software and the like) or domain registration. You will be refunded the amount paid by the means with which you paid and as soon as possible and in any event within 10 working days. Should you have any queries please contact us on firstname.lastname@example.org. ROMARG reserves the right to refuse to provide a refund under the money back guarantee if ROMARG reasonably believes that you are acting in an unacceptable manner or attempting to abuse the money back guarantee which ROMARG offers as a goodwill gesture.
Customer agrees to use the service in compliance with applicable law and ROMARG's Acceptable Use Policy posted at http://www.romarg.com/acceptable-use-policy.html (the 'AUP'), which is hereby incorporated by reference in this Agreement. Customer agrees that ROMARG may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer's use of the Services. Amendments to the AUP are effective on the earlier of ROMARG's notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with ROMARG's reasonable investigation of any suspected violation of the AUP. In the event of a dispute between ROMARG and Customer regarding the interpretation of the AUP, ROMARG's commercially reasonable interpretation of the AUP shall govern.
Customer represents and warrants to ROMARG that the information he, she or it has provided and will provide to ROMARG for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to ROMARG that he or she is at least 18 years of age. ROMARG may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer's account until Customer has provided a written notice changing the Primary Customer Contract.
Customer agrees to indemnify and hold harmless ROMARG, ROMARG's affiliates, and each of their respective officers, directors, 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 actual or alleged use of Customer's services in violation of applicable law or the AUP by Customer or any person using Customer's log on information, regardless of whether such person has been authorized to use the services by Customer.
Disclaimer of Warranties
ROMARG DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW ROMARG DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN 'AS IS' BASIS.
Limitation of Damages
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF ROMARG AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR THREE MONTHS OF SERVICE.
Suspension of Service : Customer agrees that ROMARG may suspend services to Customer without notice and without liability if: (i) ROMARG reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) ROMARG reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay ROMARG's reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.
ROMARG does not allow the Camfrog software to be run on ROMARG servers. Camfrog is being defined as the software downloaded from camfrog.com or other mirror sites.
Termination The Agreement: may be terminated by Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if ROMARG fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer's written notice describing the failure in reasonable detail. The Agreement may be terminated by ROMARG prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon ten (10) days notice if Customer is overdue on the payment of any amount due under the Agreement; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within thirty (30) days of a written notice from ROMARG describing the violation in reasonable detail; (iii) upon one (1) days notice if Customer's Service is used in violation of a material term of the AUP more than once, or (iv) upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
Requests for Customer Information
Customer agrees that ROMARG may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer's customers or end users that ROMARG believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
Back Up Copy
Customer agrees to maintain a current copy of all content hosted by ROMARG notwithstanding any agreement by ROMARG to provide back up services.
ROMARG shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond ROMARG's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
Governing Law and Choice of Form - The laws of Romania will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Brasov County, Brasov, Romania. When These Terms Take Effect.
Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party's name or trade mark without the other party's prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on Customer's purchase order or other business forms are not binding on ROMARG unless they are expressly incorporated into a formal written agreement signed by both parties. A party's failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party's rights with respect to that provision or any other provision of the Agreement. A party's waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without ROMARG's prior written consent. ROMARG's approval for assignment is contingent on the assignee meeting ROMARG's credit approval criteria. ROMARG may assign the Agreement in whole or in part.