HalfDedi Terms of Service
The following terms and conditions (these "Terms") govern the provision by HalfDedi ("Company") of the services and/or products (referred collectively herein as "Services and Products") described on the hosting plan page, the Service Level Agreement and Service Exhibit attached hereto (collectively the "Service Descriptions") and defined in any of the Company"s product support listing, to the customer ("Customer") identified on the Service Descriptions. The Service Descriptions, these Terms and the attachments and any addenda hereto, executed with respect to the Services and Products, are referred to herein, collectively, as this "Agreement."
Jurisdiction and Jurisdictional Disputes, Legal Responsibilities. The parties expressly recognize that, where HalfDedi is acting solely as Customer's Host, HalfDedi is not engaged in, and is not actively soliciting, interstate or international commerce for said Customer. Where HalfDedi is a named party to any type of dispute or litigation involving any acts by Customer that affect out-of-state persons or entities, Customer agrees that it shall indemnify, hold HalfDedi harmless, defend HalfDedi exhaustively (including all legal cost(s), and challenge the jurisdiction of out of state authorities over HalfDedi).
Storage, Backups and Internet Link. HalfDedi shall store Customer's VPS data on HalfDedi servers. The parties expressly recognize that Internet servers and links are susceptible to crashes and down time. HalfDedi warrants that it shall maintain a consistent link (to the best of it's abilities), with the Internet, but HalfDedi cannot and does not warrant that it shall maintain a continuous and uninterrupted link.
Maintenance. HalfDedi may, at its own discretion, temporarily suspend all service for the purpose of repair, maintenance or improvement of any of its systems, or whatever it deems necessary. However, HalfDedi shall provide prior notice where it is reasonably practicable under the circumstances, determined by HalfDedi, and shall restore service as soon as is reasonably practicable, determined by HalfDedi. Customer shall not be entitled to any setoff, discount, refund or other credit, in case of any service outage which is beyond HalfDedi control or which is reasonable in duration. (Reasonable) is to be determined by HalfDedi.
Security. The parties expressly recognize that it is impossible to maintain flawless security, but HalfDedi shall take reasonable steps, (determined by HalfDedi), to prevent security breaches in server interactions with Customer and security breaches in HalfDedi server interaction with resources or users outside of any firewall that may be built into HalfDedi server. However, Customer is solely responsible for Customer's VPS and any damage caused by such unauthorized access, and Customer indemnifies and holds HalfDedi harmless for any compromise of Customer's security that resulted from their own actions. If your server is responsible for or involved in an attack on or unauthorized access into another server or system, HalfDedi will shut it down immediately. You will pay any charges resulting from the cost to correct security breaches affecting HalfDedi or any of its other customers.
Payment and Fees. Customer agrees to pay for hosting services rendered in advance of each monthly service term. All payment will be verified before hosting account created. Payment that failed on verification will not proceeded to hosting account creation.
Refunds. HalfDedi will refund Customer payment after deducted with setup cost of $10 per account, in case HalfDedi unable to deliver its services within 7 days.
Failure to Pay. HalfDedi may temporarily deny service or terminate this Agreement upon the failure of Customer to pay charges when due. Such termination or denial will not, in any way, relieve the Customer of responsibility for the payment of all accrued charges, plus reasonable interest and all collection fees. HalfDedi is not responsible for data integrity, nor reimbursement in any form, on equipment reclaimed for non-payment.
Termination. This Agreement may be terminated: (i) by you or HalfDedi during any Renewal Term, without cause, by giving the other party no less than five (5) days prior written notice; (ii) by HalfDedi in the event of nonpayment by you or (iii) by HalfDedi, at any time, without notice, if, in HalfDedi sole judgment, you are in violation of any terms or conditions of the AUP. If you terminate this Agreement, or if HalfDedi 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 and without setoff or delay all charges, fees and costs accrued before the termination date, all monthly recurring fees for each month remaining in the Term and any other amounts including, but not limited to, bandwidth overage charges that you owe to HalfDedi under this Agreement.
Use of Services. Services: The AUP is posted on the site at http://www.halfdedi.com/aup.html and may be updated from time to time. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE AUP AND ANY MODIFICATIONS TO THE TERMS. HALFDEDI MAY TERMINATE YOUR ACCOUNT WITHOUT NOTICE FOR ANY VIOLATION OF THE AUP OR THIS AGREEMENT.
Additionally, in consideration for hosting services to be delivered, Customer agrees to be bound to the following terms:
Indemnification. Customer agrees to indemnify and hold harmless Company (HalfDedi), and the employees and agents of Company (HalfDedi) (each an "Indemnified Party") against any losses, legal fees, claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, "Losses") to which an Indemnified Party may become subject and which Losses arise out of, or relate to this Agreement or Customer's use of the Services and Products, and will reimburse an Indemnified Party for all legal and other expenses, including attorneys' fees incurred by such Indemnified Party in connection with investigating, defending or settling any Loss whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
Limitation on Company Liability. Company shall not be deemed to be in default of any provision of this Agreement or be liable for any failure of performance of the Services and Products (including server interruption) to Customer(s) resulting, directly or indirectly, from any (i) weather conditions, natural disasters or other acts of God, (ii) action of any governmental or military authority, (iii) failure caused by telecommunication or other Internet provider, or (iv) other force or occurrence beyond its control. No fees paid by the Customer to the Company, (HalfDedi) shall be deemed refundable. The current term of this Agreement. COMPANY SHALL NOT BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF THE COMPANY'S SERVICES AND PRODUCTS BY CUSTOMER OR ANY THIRD PARTIES, OR (ii) ANY LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS COMPANY PROVIDES THE SERVICES AND PRODUCTS AS IS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE SERVICES AND PRODUCTS AND COMPANY SHALL HAVE NO LIABILITY THEREFORE.
HalfDedi shall not be liable for delays or defaults. HalfDedi shall not be liable for delays or defaults in furnishing goods or services hereunder, if such delays or defaults on the part of HalfDedi are due to:
- Acts of God or of a public enemy.
- Acts of the Government or political subdivision thereof.
- Fires, severe weather including but not restricted to wind, water damage, floods, earthquakes, natural disasters, explosions or other catastrophes.
- Embargoes, epidemics or quarantine restrictions.
- Delays of supplier or delay of transportation for any reason.
- Causes beyond the control of HalfDedi (as determined by HalfDedi), in furnishing items or services including, but not limited to, breakdown or failure of machinery or equipment, or delay in Client reporting problems or furnishing information or materials. Acceptance of delivery of goods or services shall constitute a waiver and release pertaining to HalfDedi as an entity, by Client (Customer), for any claim for damages, setoff, discount or other liability on account of delay or other reason(s).
Third Party Transactions at Client's Peril. The parties expressly recognize that HalfDedi does not operate, control or endorse any information, products or services on the Internet, and that any entities that do offer such information, products or services are not affiliated with HalfDedi. HalfDedi does not make any express or implied warranties, representations or endorsements TO CLIENT OR ANY THIRD PARTY whatsoever with regard to any information, products or services provided through HalfDedi AND OBTAINED OR CONTRACTED OVER the Internet, including, without limitation, warranties of: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON INFRINGEMENT AND 7) TITLE. HalfDedi shall not be liable TO CLIENT (CUSTOMER) OR ANY THIRD PARTY for any cost or damage arising either directly or indirectly from any transaction involving third parties' information, products or services. Jurisdictions that do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation, will be offset by Client's responsibility to personally indemnify HalfDedi and it's affiliates from any liabilities, personal or otherwise and will reimburse HalfDedi for total legal costs that may ensue from any legal process therein.
Downloading of Data or Files at Client's Peril. The parties expressly recognize that HalfDedi cannot and does not guarantee or warrant that files available for downloading through HalfDedi will be free of infection, viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. Client agrees that it shall be solely responsible for implementing sufficient procedures to satisfy Client's particular requirements for accuracy of data input and output, and for maintaining a means external to HalfDedi for the reconstruction of any lost data. The parties also expressly recognize that the Internet contains unedited materials, some of which are unlawful, indecent, or offensive to Client, and access to such materials by Client is done at Client's sole risk.
Miscellaneous. Failure by either Company (HalfDedi) or Customer to enforce any of the provisions of this Agreement or any rights with respect hereto or the failure to exercise any option provided hereunder shall in no way be considered to be waiver of such provisions, rights or options, or to in any way affect the validity of this Agreement. If one or more of the provisions contained in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.