TERMS OF SERVICE
VPNHQ is a trading name of UK2-Ltd (UK) hereafter called “VPNHQ”. Subject to the terms of this Agreement, and contingent on Customer's satisfaction of VPNHQ's credit approval requirements, VPNHQ agrees to provide the 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 VPNHQ 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 VPNHQ 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. VPNHQ may require payment for the first billing cycle before beginning service. If the Order provides for credit/debit card billing, Customer authorizes VPNHQ 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 VPNHQ 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 VPNHQ with changes to billing information (such as credit card expiration, change in billing address) At its option, VPNHQ may accrue charges to be made to a credit/debit card until such charges exceed $10.00. VPNHQ may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. VPNHQ 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 VPNHQ's reasonable reinstatement fee following a suspension of service for non-payment, and to pay VPNHQ'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 VPNHQ.
The customer is responsible to cancel their account after the free month. If you do not cancel your account, you will be charged for the following month's VPNHQ's services.
Fee Increases: VPNHQ 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).
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 VPNHQ 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 VPNHQ'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. If a payment has been made in error, please contact firstname.lastname@example.org, refunds are at managers’ discretion.
Customer agrees to use the service in compliance with applicable law and VPNHQ's Acceptable Use Policy posted at http://vpnhq.com/legal/ (the 'AUP'), which is hereby incorporated by reference in this Agreement. Customer agrees that VPNHQ 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 VPNHQ'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 VPNHQ's reasonable investigation of any suspected violation of the AUP. In the event of a dispute between VPNHQ and Customer regarding the interpretation of the AUP, VPNHQ's commercially reasonable interpretation of the AUP shall govern.
VPNHQ reserves the right to install and use, or have you install and use, any appropriate devices to prevent violations of the AUP, including devices designed to filter or terminate access to the Services. By accepting and using the Services you consent to allowing us to collect service information and routing information in the normal course of our business and to use such information for general business purposes. Attempting to circumvent or alter the processes or procedures to measure time, bandwidth utilization or other methods to document use of VPNHQ services is prohibited.
Customer represents and warrants to VPNHQ that the information he, she or it has provided and will provide to VPNHQ for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to VPNHQ that he or she is at least 18 years of age. VPNHQ 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 VPNHQ, VPNHQ'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.
VPNHQ DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW VPNHQ 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.
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 VPNHQ 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 VPNHQ may suspend services to Customer without notice and without liability if: (i) VPNHQ 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) VPNHQ 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 VPNHQ's reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.
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 VPNHQ 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 VPNHQ 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 VPNHQ 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.
Customer agrees that VPNHQ 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 VPNHQ 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.
Customer agrees to maintain a current copy of all content hosted by VPNHQ notwithstanding any agreement by VPNHQ to provide back up services.
VPNHQ shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond VPNHQ'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 Agreement shall be governed by the laws of England and all claims concerning this Agreement shall be brought exclusively in English courts located in England. The parties hereby consent to submit to the jurisdiction of such courts and waive any personal jurisdiction or venue defences concerning said forum. The Customer is deemed to have agreed to this Agreement, when commencing use of any of VPNHQ’s services.
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 VPNHQ 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 VPNHQ's prior written consent. VPNHQ's approval for assignment is contingent on the assignee meeting VPNHQ's credit approval criteria. VPNHQ may assign the Agreement in whole or in part.
This SLA covers clients who have signup for our "Managed Support" package.
We guaranteed that the our network, data centre HVAC, and power will be functioning 100% of the time on any given month, excluding for the following:
- Scheduled maintenance windows, announced 24 hours in advanced.
- Migrations scheduled 1 week in advanced and lasting up to 6 hours.
- Server shutdown due to account suspension.
- Factors outside our control, such as force major events, failure of our upstream providers or your ISP.
- Software running within your virtual servers.
- Actions of third parties, such as server compromises, denial of service attacks and viruses.
- Violations of our AUP.
- User activity errors.
- If we fail to meet the guaranteed state above you will be eligible for a credit based on the following criteria:
For each hour after you notified support of your downtime, your account will be credited for 10% of you monthly billing total, up to 100% your total bill.
When you sign up for our service, we will ask you to provide contact information such as your name, address, mobile numbers, e-mail addresses, and payment information such as credit card number and expiration date.
We may ask you to complete user surveys, and to provide certain demographic information, such as age, gender, special interests, etc. You do not have to provide this type of information to use our service if you do not want to.
If you contact us for customer support, we may also ask you for information about your operating system, software and other technical matters.
When you visit our Web site we will capture your IP Address, time of and duration of visit, and time and duration of the pages on our Web site that you view. We may tie this information to the personally identifiable information we have about you.
We will also place a cookie that will identify you to us as a repeat visitor or a customer when you visit our Web site. See “What is a Cookie” below. We may tie this cookie to the personally identifiable information we have about you.
We will use your personally identifiable information only as follows:
- For payment purposes and to provide customer support.
- To announce special offers or provide other information from time to time via e-mail. We may also send e-mail announcing special offers by our third parties, but we will not provide the third parties with your e-mail address or other personally identifiable information. If you do not wish to receive these e-mails, you may opt out of future e-mails at any time by following the instructions included in the e-mail.
- To improve our service and the marketing of our service. For example, we may use the information we gather from user surveys, demographic data, and web site visits to help us improve or target our Web site and customize your visit.
- To carry out our obligations arising from any contracts entered into between you and us.
- To allow you to participate in interactive features of our service, when you choose to do so.
We will not provide any personally identifiable information about you to any other person other than:
- a law enforcement or regulatory agency at their request;
- any member of our group of companies;
- in the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets;
- if our company or substantially all of its assets are acquired by a third party, in which case personal data about its customers will be one of the transferred assets;
- third parties who perform services on our behalf (such as payment processing), subject to the third party agreeing with us that it will keep your personally identifiable information confidential;
- as otherwise needed to protect or enforce your rights or the rights of others.
- We absolutely do not transfer or sell your information for inclusion on third party e-mail or other marketing lists.
We may share aggregate statistical data about our customers with third parties, such as advertisers or suppliers. This aggregate statistical data will not identify you personally.
A “cookie” is an alphanumeric identifier that is unique to your browser. The cookie will identify your browser to us when you visit our web site so that we may customize your visit. You can check your hard drive for “cookies” files.
We store your personally identifiable information and payment information in a secure, encrypted format that is only accessible to authorised staff members.
The transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
ACCEPTABLE USE POLICY (AUP)
This AUP governs the use of all of VPNHQ’s services. By using the services provided by VPNHQ, you agree that you and your users (ie. users that have gained access to the services through your customer account) are responsible for compliance with this AUP. As used in this AUP, “you” refers to customers and/or their users. Violation of this AUP may result in suspension or termination of your service and you will not receive a refund of the fees. In the event of a dispute between you and VPNHQ regarding the interpretation of this AUP, VPNHQ’s interpretation, in its reasonable commercial judgment, shall govern. If you have any questions regarding this AUP, contact mgmt@VPNHQ.VPNHQ reserves the right to refuse service within our reasonable commercial judgment.
You may not use, publish or transmit via VPNHQ’s service any data or content that VPNHQ reasonably believes:
- constitutes child pornography;
- is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech;
- is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
- is obscene, defamatory or violates a person’s privacy;
- creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with a investigation by law enforcement;
- improperly exposes trade secrets or other confidential or proprietary information of another person;
- is intended to assist others in defeating or defeats copyright protections;
- clearly infringes on another person’s trade or service mark, patent, or other property right;
- promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking;
- is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to VPNHQ; or
- is otherwise malicious, fraudulent, or may result in retaliation against VPNHQ by offended viewers.
Content “published or transmitted” via VPNHQ’s service includes, but is not limited to, Web content, e-mail, bulletin board postings, chat, and any other type of posting or transmission that relies on any Internet service provided by VPNHQ.
You must take reasonable security precautions. You must protect the confidentiality of your password, and you should change your password periodically. You agree immediately to notify VPNHQ of any unauthorized use of your account or any other breach of security or this AUP that you become aware of.
You must obtain VPNHQ's advance approval for any bulk commercial e-mail, which will not be given unless you are able to demonstrate all of the following to VPNHQ’s reasonable satisfaction:
- Your intended recipients have given their consent to receive e-mail via some affirmative means, such as an opt-in procedure;
- Your procedures for soliciting consent include reasonable means to ensure that the person giving consent is the owner of the e-mail address for which the consent is given;
- You retain evidence of the recipient’s consent in a form that may be promptly produced on request, and you honor recipient’s and VPNHQ’s requests to produce consent evidence within 72 hours of receipt of the request;
- The body of the e-mail must describe how the e-mail address was obtained, for example, “You opted in to receive this e-mail promotion from our Web site or from one of our partner sites,” and information on how to request evidence of the consent, for example, “If you would like to learn more about how we received your e-mail address please contact us at abuse@VPNHQ;
- You have procedures in place that allow a recipient to easily revoke their consent – such as a link in the body of the e-mail, or instructions to reply with the word “Remove” in the subject line. Revocations of consent are honored within 72 hours, and you notify recipients that their revocation of their consent will be honored in 72 hours;
- You must post an abuse@VPNHQ e-mail address on the first page of any Web site associated with the e-mail, you must register that address at abuse.net, and you must promptly respond to messages sent to that address;
- You have the means to track anonymous complaints;
- You may not obscure the source of your e-mail in any manner. Your e-mail must include the recipients e-mail address in the body of the message or in the “TO” line of the e-mail; and
- You otherwise comply with the CAN SPAM Act and other applicable law.
These policies apply to messages sent using your VPNHQ service, or to messages sent from any network by you or any person on your behalf that directly or indirectly refer the recipient to a site hosted via your VPNHQ service. In addition, you may not use a third party e-mail service that does not practice similar procedures for all its customers.
VPNHQ may test and otherwise monitor your compliance with its requirements, including requesting opt-in information from a random sample of your list at any time.
You may not send excessively large attachments to one recipient or any unsolicited e-mail, either in bulk or individually, to any person who has indicated that they do not wish to receive it. You must comply with the rules of any other network you access or participate in using your VPNHQ's services. In addition, "spamming" or "mailbombing" is prohibited. You may not use the services to collect responses from mass unsolicited e-mails. VPNHQ may in its sole discretion rely upon information obtained from anti-spamming organizations (including for example and without limitation spamhaus.org, spamcop.net, sorbs.net, and abuse.net) as evidence that you are an active “spam operation” for purposes of taking remedial action under this AUP.
You may not publish, distribute, or otherwise copy in any manner any music, software, art, or other work protected by copyright law unless:
- you have been expressly authorized by the owner of the copyright for the work to copy the work in that manner;
- you are otherwise permitted by established United States copyright law to copy the work in that manner.
VPNHQ will terminate the service of repeat copyright infringers.
If you believe your copyright is being infringed by a person using the VPNHQ network, please send your written notice of copyright infringement to:
164 N Gateway Drive, Utah 84332
Your notice must include the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted words at a single site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit VPNHQ to locate the material;
- Information reasonably sufficient to permit VPNHQ to contact you, such as an address, mobile number, and, if available, an e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, the copyright owner’s agent, or the law;
- A statement that the information in the notification is accurate, and under penalty of perjury that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You must have valid and current information on file with your domain name registrar for any domain hosted on the VPNHQ network. You agree to cooperate with us to facilitate your use of the services. This cooperation includes, but is not limited to, providing us with correct contact and billing information, designing material that is "server ready" and ensuring that you, your employees and/or agents have sufficient technical expertise to understand how to implement the services.We retain the right, at our discretion, to refuse to provide new service to any individual, group or business, or to discontinue providing the services to you if you, or your customers, have excessive, multiple, and/or repeated violations of our accepted uses.
VPNHQ is under no duty, and does not by this AUP undertake a duty, to monitor or police our customers’ activities and disclaims any responsibility for any misuse of the VPNHQ network and/or services.
You may not engage in illegal, abusive, or irresponsible behavior, including:
- Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures (including those belonging to VPNHQ and its customers) without express authorization of the owner of the system or network;
- monitoring data or traffic on any network or system without the authorization of the owner of the system or network;
- Interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
- Use of an Internet account or computer without the owner’s authorization, including, but not limited to Internet scanning (tricking other people into releasing their passwords), password robbery, security hole scanning, and port scanning;
- Fraudulently concealing, forging or otherwise falsifying user’s identity in connection with use of the services;
- Forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting;
- Hacking, which includes, for example, penetrating or attempting to access, without authorization, another computer or network. Port scans, stealth scans, and fraudulent credit card "phishing" techniques are also prohibited;
- Hosting, storing, or distributing child pornography. If any such content is found and brought to our attention, the proper law enforcement agencies will be notified;
- Any conduct that is likely to result in retaliation against the VPNHQ's network;or
- Use of VPNHQ's network in a way that unreasonably interferes with VPNHQ's other customers use of the network and/or services.
You must comply with the rules and conventions for postings to any bulletin board, chat group or other forum in which you participate, such as IRC and USENET groups including their rules for content and commercial postings. These groups usually prohibit the posting of off-topic commercial messages, or mass postings to multiple forums.
Disrupting newsgroups with materials, postings or activities that are (as determined by VPNHQ in its sole discretion) frivolous, unlawful, obscene, threatening, abusive, libelous, hateful, excessive or repetitious is prohibited (unless such materials or activities are expressly allowed or encouraged under the newsgroup's name, FAQ or charter).
- VPNHQ is not liable for the content of any communications made on IRC.
- IRC robots ("bots" or "clones") or IRC sessions may not be run from VPNHQ's server accounts.
- Customers may not attempt to impersonate others or use IRC anonymously by disguising their hostname or username.
- Customers are prohibited from using IRC scripts or programs that interfere with or deny service to other users on any server or host. Customers are also prohibited from engaging in activities which harass other users. This includes, but is not limited to, "flooding" (rapidly entering text with the intent to fill the screens of others), "flashing" (disrupting terminal emulation), "takeovers" (forcibly seizing operator privileges), attempting to send private messages to those who do not wish to see them (via "ignore"), attempting to return to a channel after being banned from it, and other disruptive behavior.