Dedicated Server / Reseller Master Service Agreement
This agreement ("Agreement") is between wholesale hosting service provider Argon Hosting Hosting ("Argon Hosting") at 1332 Honey Road Apopka, Florida 32712 and the Hosting or Internet Service Reseller ("Reseller") specified in the electronic order form annexed herein by reference ("Order"). The agreement is made effective as of the date of the order. Dedicated/Reseller client is also is also bound to original Acceptable Usage Policies and Terms of Service Policy not contained herein.
The parties agree as follows:
Overview
This agreement is intended to cover any and all web hosting services provided by Argon Hosting and received by the Reseller. This agreement contains the entire understanding between Argon Hosting and Reseller with respect to the wholesale services ("Services") described in the Order and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between Argon Hosting and Reseller. Reseller acknowledges and agrees that its entire right relating to Argon Hosting Services are as set forth in this agreement and hereby waives all other rights that it may have by implication of law or otherwise.
1. Services
Subject to the terms and conditions of this agreement, Argon Hosting agrees to provide the wholesale hosting services specified in the Order. Subject to Reseller's right to terminate this agreement in accordance to Section 4.3 of this agreement, Argon Hosting may expand or contract the scope of the Argon Hosting's services by issuing an amended order form to the Reseller in advance of such change.
2. Initial Term
The initial term of this Agreement is stated in the Order ("Initial Term"). The Initial Term shall not commence until Argon Hosting accepts the completed order form from the Reseller and until first payment as set out in the Order is made in full by the Reseller for Services to be provided during the Initial Term.
3. Renewal Term
Unless terminated by Argon Hosting or in accordance with Section 4.3 of this Agreement, this Agreement will automatically renew for successive terms of equal length to the Initial Term at the applicable rate and discounts.
4. Fees and Payment
The Reseller agrees to pay Argon Hosting, without limitation, for the wholesale hosting services it uses. Argon Hosting reserves the right to charge the Reseller standard hourly rates ($75/hour US), $20 minimum per instance, to cover the resolution of excessive or unusual problems or complaints. For Operating System reinstalls, Argon Hosting reserves the right to charge a fee based on time to install - charges may vary.
If ARGON HOSTING collects any payment due at law or through an attorney at law or under advice therefrom or through a collection agency, or if ARGON HOSTING prevails in any action to which the Customer and ARGON HOSTING are parties, Customer will pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and ARGON HOSTING's reasonable attorneys' fees.
4.1 Invoices - Invoices are emailed to the current billing email address.
Clients are fully responsible to ensure payment of all amounts due are paid on time independently of receiving invoice or billing notifications by email from Argon Hosting. All dollar amounts on invoices are in US currency. Overdue accounts will be emailed a 48 hour disconnection notice. After 48 hours the account will be suspended for an additional 72 hours and then cancelled/deleted unless alternative arrangements are made with Argon Hosting.
4.2 Other Charges - Resellers will pay all sales and value-added taxes, duties or levies imposed by any authority, government, government agency or commission or crown corporation in connection with the Argon Hosting web hosting and related services as provided under this agreement. Resellers are responsible for collecting such taxes, duties or levies from end users as imposed by authority, government, government agency or commission or crown corporation.
4.3 Cancellation Policy - All hosting contracts, unless otherwise negotiated, are month-to-month. The cancellation of any month-to-month hosting contract by the Reseller must occurin writing via email to Argon Hosting.com. The form must be submitted at least 24 hours prior to the start of the next billing period. There are no partial refunds or credits for early cancellations. All payments to Argon Hosting Hosting are final and non-refundable. Upon cancellation request, the Reseller and/or Dedicated Server account will be terminated immediately with no refund and/or partial refund.
5. Acceptable Use Policy
Resellers shall at all times comply with and help ensure that they and their clients comply with the terms of the current version of the Acceptable Use Policy (AUP) posted at www.Argon Hosting.com/aup.html . Reseller agrees that Argon Hosting may amend the terms of the AUP from time to time by posting a new or different version of the Acceptable Use Policy at www.Argon Hosting.com. The Reseller shall include the terms and conditions set out in the Acceptable Use Policy in an Acceptable Use Policy with its own clients.
6. Temporary Service Suspension
The Reseller agrees that it may be necessary for Argon Hosting to Temporarily suspend Services for technical reasons or to maintain the Argon Hosting network, the Equipment or any other facilities, the timing of which will be as determined by Argon Hosting. Such suspension of the Services will not be an interruption of the Argon Hosting Services for the purpose of calculating network availability.
7. Emergency Service Suspension
Argon Hosting may interrupt the Services at any time for any duration of time, without penalty or liability for any claim by the Reseller, where necessary to prevent improper or unlawful use of Argon Hosting Services or network. Such suspension of Services will not be an interruption for the purpose of calculating network availability.
8. Daily Backups
Argon Hosting offers daily and snapshot backups of critical data files. We make every effort to ensure the reliability of this process. However, because of technical issues regarding backups on live servers and the possibility of data corruption on backup and restore, Argon Hosting cannot guarantee any data can be fully restored. The Reseller will hold Argon Hosting without penalty or liability for any claim resulting from a failed backup and/or restore procedure.
9. Compromised/Hacked Server
A compromised or "hacked" server is a serious threat to our network. Argon Hosting, at its sole discretion, will take any and all measures to prevent a compromised server from doing additional damage to its own system and files or to the rest of the network.
Determination that a server has been compromised:
By the Client - If you believe your system may have been hacked, immediately report the situation to Argon Hosting technical support. Argon Hosting will examine your system and may implement additional monitoring of your system.
By Argon Hosting - If a Argon Hosting System Administrator believes a server on our network is compromised, Argon Hosting will: 1) disconnect the server from the network, 2) contact the client, and 3) provide evidence of the server being "hacked". While Argon Hosting makes every effort to ensure that exploits are corrected as soon as possible to prevent intrusions, Argon Hosting.com is in no way liable for any intrusion or compromised systems for dedicated hosting clients. It is the client's responsibillity to provide any extra security measures to their dedicated server(s) that may be needed.
10. Proprietary Rights
The Reseller shall not display or otherwise use any trade mark, trade name, logo, symbols, coined word or combination of words used by Argon Hosting or permit the same to be displayed or otherwise used in connection with any business conducted or controlled by the Reseller except as may be specified or approved by Argon Hosting in writing.
11. Termination of Agreement
If Reseller breaches any of its obligations under this agreement or the Acceptable Use Policy (AUP) then Argon Hosting may terminate this agreement at any time and without prior notice.
12. Limitation of Liability
Reseller acknowledges and agrees neither Argon Hosting nor any of its members, shareholders, directors, officers, employees or representatives will be liable for any special, indirect, consequential, punitive or exemplary damages, or damages (including but not limited to damages for loss of profits or savings, loss of data, or loss of use) in connection with this agreement. If, despite the foregoing limitations, Argon Hosting or any of its shareholders, directors, officers, employees or representatives should become liable to Reseller or any other person in connection with this agreement for ANY REASON, then the maximum aggregate liability of Argon Hosting, its members, shareholders, directors, officers, employees and representatives for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the claimant or the amount payable by Reseller to Argon Hosting for one month of service under this agreement.
13. Indemnity
Reseller will indemnify and save harmless Argon Hosting and its members, shareholders, directors, officers, employees, agents, contractors, and representatives from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded, asserted or claimed against Argon Hosting or any of its members, shareholders, directors, officers, employees and representatives in connection with Reseller's negligence, activities or omissions, or breaches of its obligations under this agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by Reseller.
14. Governing Law
This agreement shall be interpreted in accordance with and be governed in all respects by the laws of the State of Florida and the laws of the United States of America applicable therein. The courts of the United States of America shall have non-exclusive jurisdiction to entertain any action or proceeding brought by the parties in connection with this agreement or any alleged breach of this agreement. The parties each attorney irrevocably to the jurisdiction of such courts. Should
15 Reseller Acknowledgement
Reseller acknowledges that it accepts all risk of any unauthorized or illegal use of the Argon Hosting network or any inter-connected network by third parties. Argon Hosting provides no warranties, makes no representations, and accepts no liability for the unauthorized or illegal access or interference with the Reseller's server/network unless such access or interference is caused by the intentional unlawful acts of Argon Hosting, its agents or employees.
16. Electronic Commerce
The Reseller is solely responsible for all aspects of their online store or e-business. This includes, but not limited to:
The accuracy of statements and materials related to your products and/or services.
The accurate calculation and application of shipping and sales tax.
Processing Reseller orders, inquiries and complaints.
Maintaining the confidentiality of your Reseller's credit card numbers and private information.
17. IP Address Ownership and Usage
Argon Hosting assigns IP (Internet Protocol) addresses to Resellers for their use. Resellers have no right to use Argon Hosting IP addresses not assigned to them, to move IPs between different servers or account or in ways not permitted by Argon Hosting. Argon Hosting maintains ownership of all IP addresses that are assigned to Resellers and reserves the right to change or remove them at its sole and absolute discretion. Typically, however, these changes are rare and made only at the request of ARIN or an upstream provider. PLEASE NOTE: The allocation of IP addresses is restricted by the policies of ARIN. These policies now dictate that name-based hosting MUST be used whenever possible. Argon Hosting reserves the right to periodically review IP address usage and revoke authorization to use those IP addresses not being utilized or where name-based hosting could be used.
18. Argon Hosting Administrative Account and Software
For the purposes Datacenter/Network/Server maintenance, inventory and related activities, Argon Hosting staff and management retain the right to administrative access to any and all dedicated/shared servers on their network. To facilitate this, all Argon Hosting dedicated and shared servers include a Argon Hosting administrative account and/or daemon designed for these purposes. See Acceptable Use Policy (AUP) for more details
19. Unlimited Domains Account Feature
This feature is available with Reseller Plus and Reseller Pro plans are for use on one server only. Subject to availability. Since only a maximum amount of domains can physically run on one server, should this limit be reached, Argon Hosting reserves the right to halt domain creation on that server to preserve server stability. Argon Hosting reserves the right to remove this feature at their discretion. The Unlimited Domain feature is limited to one server and one server only, no cross server service will be granted.
