Terms of Service
OVERVIEW
Use of ShieldHost/Global Visions llc Managed Hosting's (hereafter "ShieldHost/Global
Visions llc ") Service constitutes acceptance and agreement to ShieldHost/Global
Visions llc 's AUP (Acceptable Use Policy) as well as ShieldHost/Global Visions
llc 's TOS (Terms of Service). By providing service to a customer in compliance
with this TOS and AUP, ShieldHost/Global Visions llc agrees to be bound by the terms herein. From herewith in this
TOS, AUP, SLA (Service Legal Agreement), the usage of "us",
"we", "our", "ours" shall constitute reference to
ShieldHost/Global Visions llc , the usage of "you", "your",
"they", "them" shall refer to client / customer of ShieldHost/Global
Visions llc .
DOCUMENTS AND EXPLANATIONS
The following documents pertain to your service with ShieldHost/Global
Visions llc :
Terms of Service
(TOS) - This document outlines our mutual obligations in our
business relationship.
Acceptable Use
Policy (AUP) - This document outlines prohibited conduct on our
network.
Service Level
Agreement (SLA) - This document outlines service
guarantees made by ShieldHost/Global Visions llc .
GENERAL TERMS OF SERVICE
This ShieldHost/Global Visions llc Terms of Service (this
"Agreement") and the ShieldHost/Global Visions llc Acceptable Use Policy ("AUP")
govern your purchase and use of all ShieldHost/Global Visions llc services (collectively, the "Services"),
as described in the Order Form(s) submitted by you, electronically or by analog
means, and accepted by ShieldHost/Global Visions llc ("Service Order"). Acceptance of any terms or
conditions different from those contained herein by ShieldHost/Global Visions
llc will not be deemed by provision
of service, but only by electronic or written signature of an officer or other
duly authorized representative of ShieldHost/Global Visions llc . You must
register and accept the terms of this Agreement and the AUP in order to use the
Services. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, AND/OR
REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT AND THE AUP, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF
THIS AGREEMENT AS WELL AS ALL POLICIES AND GUIDELINES OF THE AUP, WHICH ARE INCORPORATED
HEREIN BY REFERENCE. ShieldHost/Global Visions llc may modify any of the terms and conditions contained in this
Agreement and the AUP, at any time, in its sole discretion. Any modifications
are effective upon posting of the revisions on the ShieldHost/Global Visions
llc web site (the "Site")
at the respective locations shown in Section II and incorporated herein by
reference. Your continued use of the Services following ShieldHost/Global
Visions llc posting of any
modifications constitutes your acceptance of the modifications. If you do not
agree to the terms of any modification, do not continue to use the services and
immediately notify ShieldHost/Global Visions llc of your termination of this Agreement in the manner described
in the section below. All termination provisions agreed to in this agreement
will still be in effect regardless of any service or policy changes made by ShieldHost/Global
Visions llc . It is advised that you visit the ShieldHost/Global Visions llc website frequently for updates.
ShieldHost/Global Visions llc agrees to furnish services to the Subscriber, subject to the
following TOS (Terms of Service).
Term and Payment for Services
Term: This Agreement will be for
an initial "Term" of one (1) month from the date the Services are
first provided by ShieldHost/Global Visions llc . This Agreement will be
automatically renewed (the "Renewal Term") at the end of the Initial
Term or any Renewal Term for a period of one (1) month unless you provide ShieldHost/Global
Visions llc with written notice of
termination at least seven days (7) before the end of the Initial Term or
Renewal Term (also referred to interchangeably and collectively as
"Term"), whichever is then applicable. To provide your notice of
termination, you must submit a billing request at https://my.ShieldHost.com/
and fill out the corresponding cancellation form to initiate the cancellation
of your service. In the event of a service failure within the my.ShieldHost.com system, you may also submit your cancellation via
facsimile to the number shown for ShieldHost/Global Visions llc Managed Hosting below under
"Notices".
Termination
This Agreement may be terminated:
(i) by you or ShieldHost/Global Visions llc during any Renewal Term, without cause, by giving the other
party no less than 7 days prior written notice; (ii) by ShieldHost/Global
Visions llc in the event of
nonpayment by you as provided in the section below or (iii) by ShieldHost/Global
Visions llc , at any time, without notice, if, in ShieldHost/Global Visions llc
sole judgment, you are in
violation of any terms or conditions of the AUP. If you terminate this
Agreement, or if ShieldHost/Global Visions llc terminates this Agreement for your breach, before the end of
the Initial Term or the Renewal Term, whichever is then applicable, you will be
required to pay immediately all fees and costs accrued before the termination
date, all monthly recurring fees for each month remaining in the Term and any
other amounts you owe to ShieldHost/Global Visions llc under this Agreement. In no event will ShieldHost/Global
Visions llc be liable for any
damages resulting from termination or suspension of your services, with or
without notice.
Charges
You will pay all charges for your
use of the Services at the then current ShieldHost/Global Visions llc prices for that category of service or
any special offer applicable to your account as determined by ShieldHost/Global
Visions llc . You are responsible for paying all federal, state, and local
sales, use, value added, import/export, excise duty and any other taxes
assessed with respect to the Services, other than taxes based on ShieldHost/Global
Visions llc net income. You are
responsible for all costs of collection of all amounts owed under this
Agreement, including reasonable attorney's fees of ShieldHost/Global Visions
llc . SHIELDHOST/GLOBAL VISIONS LLC DOES NOT ACCEPT ANY ANALOG PAYMENTS. ALL PAYMENTS MUST BE
MADE VIA ELECTRONIC MEANS AND AS PREAPPROVED BY SHIELDHOST/GLOBAL VISIONS LLC .
Payment and Fees
You will pay all charges for the
first month of service in advance on the first day of the Initial Term.
Establishment of this service is contingent upon receipt of payment from you to
ShieldHost/Global Visions llc . You will pay all subsequent charges for
Services in advance on the anniversary day of each month. You authorize ShieldHost/Global
Visions llc to charge your credit
or debit card, paypal account, or other electronic draft mechanism as approved
by ShieldHost/Global Visions llc , to pay for any charges that may apply to
your account. You must notify ShieldHost/Global Visions llc of any changes to your card account
including applicable account number, billing address, registered phone number,
or cancellation or expiration of the account. Your failure to fully pay any
fees and taxes within 72 hours from the applicable due date is a material
breach of this Agreement, justifying ShieldHost/Global Visions llc to suspend its performance and terminate
this Agreement. If ShieldHost/Global Visions llc terminates for your material breach, you will be required to
pay immediately all fees and costs accrued before the termination date, all
monthly recurring fees for each month remaining in the term, if any, and any
other amounts you owe to ShieldHost/Global Visions llc under this Agreement. You are
responsible for any costs that ShieldHost/Global Visions llc incurs in enforcing collection,
including reasonable attorneys' fees, court costs and collection agency fees.
Refund and Disputes
ALL PAYMENTS TO SHIELDHOST/GLOBAL
VISIONS LLC ARE NONREFUNDABLE. This includes any applicable setup fees and
subsequent charges regardless of usage. All overcharges or billing disputes
must be reported within 60 days of the time that the dispute occurred. If you
dispute a charge to your credit card ShieldHost/Global Visions llc /Global
Visions llc may, at it's sole
discretion, terminate all services associated with your account, however, this
will not relieve you of your obligations under this agreement.
Failure to Pay
The Company may temporarily deny
service or terminate this Agreement upon the failure of Subscriber to pay
charges when due. Such termination or denial will not relieve the Subscriber of
responsibility for the payment of all accrued charges, plus reasonable interest
and any collection fees. In the event of a material breech of this agreement
due to non- or late payment of your services, all data, files, logs, and other
information on or associated with your service will be, at ShieldHost/Global
Visions llc 's sole discretion, deleted or otherwise destroyed. In no event
will ShieldHost/Global Visions llc be liable for preservation of data subsequent to you
breeching this agreement.
Payment is due on the defined monthly
recurring billing date of each month. Credit cards that are declined for any
reason are subject to a $10.00 declination fee. Service will be interrupted on
accounts that reach 10 days past due. Service interrupted for nonpayment is
subject to a $200.00 reconnect charge. Accounts not paid by due date are
subject to a $7.95 late fee. Accounts that are not collectable by ShieldHost/Global
Visions llc will be turned over to
an outside agency for collection. If your account is turned over for
collection, you agree to pay the company a "Processing and
Collection" Fee of not less than Fifty ($50.00) nor more than One Hundred,
Fifty ($150.00)
Delinquent Reseller Accounts:
Should your reseller account
become delinquent, and payment not made to ShieldHost/Global Visions llc ,
within 10 days of the due date, service is subject to termination as outlined
above. Once a reseller account is terminated or suspended for non-payment ShieldHost/Global
Visions llc may, at ShieldHost/Global
Visions llc 's sole discretion, allow your customers to purchase the service
previously bought from you directly from ShieldHost/Global Visions llc , and
assume financial responsibility for the service from that point forward. Under
no circumstances will ShieldHost/Global Visions llc be liable for continuing service relationships with your
customers subsequent to your termination or suspension for non-payment.
Support Services and Boundaries
Your service with ShieldHost/Global
Visions llc is backed by our
always available support staff. The terms below apply to unmanaged or
semi-managed services. If your service is fully managed, the terms of your
support service will be incorporated into Schedule A, attached to this
agreement, incorporated herein by reference, and will supersede the terms
below.
ShieldHost/Global Visions llc provides technical support 24 hours a
day, 365 days a year with all services. ShieldHost/Global Visions llc provides support related to your server.
ShieldHost/Global Visions llc does
not provide support for application specific issues, such as any programming,
website code, third-party applications or any other such issue, even if such
programming or third-party application was sold or otherwise provided to you by
ShieldHost/Global Visions llc .
ShieldHost/Global Visions llc does not provide technical support for
YOUR clients.
Reseller Policy
Resellers are responsible for the
conduct of their Customers and by agreeing with this AUP, Resellers agree that
their Customers will adhere to the AUP. Resellers should make their perspective
Customers aware of the AUP and the consequences of violation. In the event of
an AUP violation, waiting to contact your customer is not an acceptable excuse
for continuing abusive activity.
Bandwidth
You are allocated a certain amount
of internet bandwidth per month. This amount of bandwidth is shown at https://my.ShieldHost.com/.
Bandwidth includes all data transferred both IN and OUT of the server and is
calculated from your billing anniversary date until the day before your next
billing anniversary date. This bandwidth can be used as any combination of IN
& OUT. Should the server go over its allocated amount of bandwidth in any
given month, a fee of $0.50 per GB over is applicable. Bandwidth usage can be
monitored at https://my.ShieldHost.com/
Representations and Warranties
Your Warranties and
Representations to ShieldHost/Global Visions llc : You warrant, represent, and
covenant to ShieldHost/Global Visions llc that: (a) you are at least 18 years of age if an individual;
(b) you possess the legal right and ability to enter into this Agreement; (c)
you will use the Services only for lawful purposes and in accordance with this
Agreement and all applicable policies and guidelines, including the AUP; and
(d) your content does not and will not infringe or violate any right of any
third party (including any intellectual property rights) or violate any
applicable law, regulation or ordinance.
IP Addresses
ShieldHost/Global Visions llc will maintain and control ownership of
all Internet Protocol ("IP") numbers and addresses that ShieldHost/Global
Visions llc may assign to you. ShieldHost/Global
Visions llc may, in its sole
discretion, change or remove any and all IP numbers and addresses.
Third Party Products
ShieldHost/Global Visions llc may provide you access to other third
party software and/or services ("Third Party Products") through
reseller relationships that ShieldHost/Global Visions llc has established with certain commercial
vendors, including without limitation, Microsoft Corporation ("Third Party
Vendors"). Unless otherwise notified, Customer understands that product
support for Third Party Products is provided by ShieldHost/Global Visions llc and not by the Third Party Vendor.
Neither ShieldHost/Global Visions llc nor any Third Party Vendor makes any representations or
warranties, expressed or implied, regarding any Third Party Products. CUSTOMER
EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THIRD PARTY PRODUCTS IS AT
CUSTOMER'S SOLE RISK AND SUCH THIRD PARTY PRODUCTS ARE PROVIDED "AS
IS" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND FROM ShieldHost/Global
Visions llc OR ANY THIRD PARTY
VENDOR, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF
RESPONSES OR RESULTS, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT OF
THIRD PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ShieldHost/Global
Visions llc NOR ANY THIRD PARTY
VENDOR WILL BE LEGALLY RESPONSIBLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT,
OR CONSEQUENTIAL, ARISING FROM THE USE OR INABILITY TO USE ANY THIRD PARTY
PRODUCT. CUSTOMER AGREES TO OBSERVE THE TERMS OF ANY LICENSE AND/OR APPLICABLE
END USER SUBSCRIBER AGREEMENT FOR THIRD PARTY PRODUCTS AND THAT CUSTOMER SHALL
BE FULLY LIABLE TO THIRD PARTY VENDORS AND ShieldHost/Global Visions llc WITH RESPECT TO ANY IMPROPER USE OF SUCH
THIRD PARTY PRODUCTS OR VIOLATION OF LICENSE AGREEMENTS WITH THEM AND/OR
APPLICABLE END USER SUBSCRIBER AGREEMENTS.
You shall not (i) remove, modify
or obscure any copyright, trademark or other proprietary rights notices that appear
on any Third Party Product or that appear during use of any Third Party
Product; or (ii) reverse engineer, decompile, or disassemble any Third Party
Product, except and only to the extent that such activity is expressly
permitted by applicable law notwithstanding this limitation.
ENFORCEMENT
ACTIONS
Special Termination of Services
ShieldHost/Global Visions llc reserves the right to suspend or
terminate the Service immediately or take any other corrective action it deems
appropriate in its sole discretion if in the sole judgment of ShieldHost/Global
Visions llc your server is the
source or target of any violation of the AUP or for any other reason which ShieldHost/Global
Visions llc chooses. If
inappropriate activity is detected, all of your accounts in question will be
deactivated until an investigation is complete. Prior notification to you is
not assured. In some cases, law enforcement will be contacted regarding the
activity. These rights of action, however, do not obligate ShieldHost/Global
Visions llc to monitor or exert
editorial control over the information made available for distribution via the
Services. If ShieldHost/Global Visions llc takes corrective action because of a possible violation, ShieldHost/Global
Visions llc will not refund you
any fees that you paid in advance of the corrective action.
The AUP specifically prohibits the
use of our service for illegal activities. Therefore, you agree that ShieldHost/Global
Visions llc may disclose any and
all of your information including assigned IP numbers, account history, account
use, etc. to any law enforcement agent who makes a written request without
further consent or notification to you. In addition, ShieldHost/Global Visions
llc shall have the right to
terminate all service set forth in this Agreement.
Disclaimed Warranties
ShieldHost/Global Visions llc exercises no control over, and accepts
no responsibility for, the content of the information passing through ShieldHost/Global
Visions llc host computers,
network hubs and points of presence, or the Internet. USE OF THE SERVICES OR
ANY INFORMATION THAT MAY BE OBTAINED THEREFROM IS AT YOUR OWN RISK. ALL
SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED "AS IS" AND
WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, ANY FAILURE BECAUSE
OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. ShieldHost/Global Visions llc DOES NOT MAKE AND DISCLAIMS, AND YOU
WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR
OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING
FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. ShieldHost/Global
Visions llc DOES NOT WARRANT THAT
THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Limitation and Exclusion of Liability
IN NO EVENT WILL ShieldHost/Global
Visions llc OR ITS SUPPLIERS HAVE
ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION
OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES
THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER ShieldHost/Global
Visions llc NOR ITS SUPPLIERS WILL
HAVE LIABILITY WITH RESPECT TO ShieldHost/Global Visions llc 'S OBLIGATIONS
UNDER THIS AGREEMENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL,
INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF ShieldHost/Global Visions llc HAS BEEN ADVISED OF THE POSSIBILITY OF
THESE DAMAGES. THE LIABILITY OF ShieldHost/Global Visions llc AND ITS SUPPLIERS TO YOU FOR ANY REASON
AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO ShieldHost/Global
Visions llc UNDER THIS AGREEMENT
DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM
ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE,
INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY,
MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY ShieldHost/Global
Visions llc UNDER THIS AGREEMENT
HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK.
ACCORDINGLY, YOU RELEASE ShieldHost/Global Visions llc AND ITS SUPPLIERS FROM ANY AND ALL
OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATION STATED IN THIS
SECTION.
Interruption of Service
ShieldHost/Global Visions llc and its suppliers are not liable, except
as detailed in ShieldHost/Global Visions llc 's Service Level Agreement (SLA)
available on ShieldHost/Global Visions llc 's website and incorporated herein
by reference, for any temporary delay, outages or interruptions of the
Services. Further, ShieldHost/Global Visions llc is not liable for any delay or failure to perform its
obligations under this Agreement, where the delay or failure results from any
"act of God" or other cause beyond its reasonable control (including
any mechanical, electronic, communications or third-party supplier failure).
Indemnification
In agreeing to the ShieldHost/Global
Visions llc AUP and this
Agreement, you agree to indemnify, defend and hold harmless ShieldHost/Global
Visions llc , its employees, officers, directors, partners, representatives and
affiliates, for any violation by you or your customers of the AUP or this
Agreement that results either in (a) any cost, expense, damage or loss to ShieldHost/Global
Visions llc , or (b) the bringing of any claim against ShieldHost/Global
Visions llc by any third-party,
and all costs, expenses, damages, and losses associated therewith. For example,
if ShieldHost/Global Visions llc is sued because of your or your customer's activity related
to the Services, you will pay any damages awarded against ShieldHost/Global
Visions llc , its employees, directors, partners, representatives and
affiliates, in addition to all costs and attorney's fees.
MISCELLANEOUS
PROVISIONS
ShieldHost/Global Visions llc and you agree that, except as otherwise
expressly provided in this Agreement, the Order Form(s) or the terms and
conditions of use of any third party software products, there shall be no third
party beneficiaries to this Agreement, including but not limited to the
insurance providers for either party or your customers. THIS AGREEMENT IS MADE
UNDER AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS (EXCEPT THAT BODY OF LAW CONTROLLING CONFLICTS OF LAW) AND
SPECIFICALLY EXCLUDING FROM APPLICATION TO THIS AGREEMENT THAT LAW KNOWN AS THE
UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. EXCLUSIVE VENUE
FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE THE
STATE AND FEDERAL COURTS IN TEXAS, AND EACH PARTY IRREVOCABLY CONSENTS TO SUCH
PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO. In the event any
provision of this Agreement is held by a tribunal of competent jurisdiction to
be contrary to the law, the remaining provisions of this Agreement will remain
in full force and effect. The waiver of any breach or default of this Agreement
will not constitute a waiver of any subsequent breach or default, and will not
act to amend or negate the rights of the waiving party. You may not sell,
assign or transfer its rights or delegate its duties under this Agreement
either in whole or in part without the prior written consent of ShieldHost/Global
Visions llc , and any attempted assignment or delegation without such consent
will be void. ShieldHost/Global Visions llc may assign this Agreement in whole or part. ShieldHost/Global
Visions llc also may delegate the
performance of certain Services to third parties. All notices, demands,
requests or other communications required or permitted under this Agreement
shall be deemed given when delivered personally, sent by facsimile upon
confirmation, sent and received by return receipt email, or upon receipt of
delivery of overnight mail. You and ShieldHost/Global Visions llc are independent contractors and this
Agreement will not establish any relationship of partnership, joint venture,
employment, franchise or agency between you and ShieldHost/Global Visions llc .
This Agreement, including all documents incorporated herein by reference,
constitutes the complete and exclusive agreement between the parties with
respect to the subject matter hereof, and supersedes and replaces any and all
prior or contemporaneous discussions, negotiations, understandings and
agreements, written and oral, regarding such subject matter.
SURVIVAL
All provisions of this Agreement
relating to your warranties, intellectual property rights, limitation and
exclusion of liability, your indemnification obligations and payment
obligations will survive the termination or expiration of the Agreement.
This Terms of Service Agreement can change at anytime and it is your responsibility to ensure that you regularly check for updated version of this Terms of Service Agreement.