This legally binding contract (the “Agreement”) is by and between EMW Partners, LLC., a California Limited Liability company (“EMW Hosting”), and you and your assigns, employees, agents or contractors (“You”, “Your”, the “Client”) and is effective as of the date you purchase dedicated hosting services from EMW Hosting. This Agreement sets forth the terms and conditions of Your use of EMW Hosting’s Dedicated Server services (collectively, the “Services”) and represents the entire agreement between You and EMW Hosting relating to the Services. This Agreement contains provisions that set forth EMW Hosting’s Acceptable Use Policy, Privacy Policy and guarantees of a certain service level (found in the “Uptime Guarantee” and “Service Level” sections below).
By purchasing the Services, You acknowledge and agree that You have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies that EMW Hosting may establish and post on its website from time to time.
Description of Services
EMW Hosting provides the Services to its customers for a monthly fee. EMW Hosting will provide You an account on one or more of its dedicated servers, provided, however, You abide by the terms and conditions set forth in this Agreement and in any other agreement pertaining to other services you may purchase. EMW Hosting reserves the right to modify its network and facilities used to provide the Services for purposes including, but not limited to, accommodating evolving technology and increased network demand, and providing enhanced services. EMW Hosting shall use reasonable efforts to notify You in advance of any planned changes to EMW Hosting’s network or facilities that may adversely affect the Services provided under this Agreement.
Fees
Fees for Services ordered by You shall be charged beginning on the date of the initial order and that date shall serve as the monthly anniversary date for all future billings including one time fees, upgrades, additional services, terminations and service credits. Fees are due in advance of the monthly service cycle and will be billed on the anniversary date of each month.
If in any case the payment is late, You shall be charged the following amount applied as “Late Fee”. EMW shall have rights to cancel services without prior notice after 10 (ten) business days.
5th day – 10th day: 10%
11th day – 15th day: 20%
16th day – 30th day: 50%
31st day – until fully paid: Maximum APR / interest rate allowed based on CA State Law as of time of agreement.
http://www.leginfo.ca.gov/.const/.article_15
From time to time it may be necessary to make adjustments in the fees and surcharges charged for the Services in order to cover certain changing costs (e.g., power) incurred by Singlehop in providing the services. Such adjustments will be reflected on the statement or invoice provided to you for the Services, and you agree to pay for the fees and surcharges for the Services, as adjusted.
Payment Options
EMW Hosting provides several options for payment:
- Credit Card on File. When you place a credit card on file with EMW Hosting, we will, typically, bill the card a few days before your invoice is due. If the credit card charge is expired, not authorized or declined by our processing company, we will notify you via E-mail. We request that you update your card promptly. If your invoice becomes more than 3-days past due (from the invoice Due Date) then EMW Hosting reserves the right to suspend service or terminate service after 5 days past due until payment is received.
- Checks, Money Orders, Wire Transfers . EMW Hosting accepts both checks and money orders. In the event a check is returned, EMW Hosting will charge a returned check fee of $35.00 or, if less, legal limit in Your state or country. You are responsible for payment of all bounced check fees. In the event Your invoice is 3-days or more past due (from the invoice Due Date) then EMW Hosting reserves the right to suspend service or terminate service after 5 days past due until payment is received.
- Third Party Processing Options. Currently, EMW Hosting is able to accept Third Party Payments via the following sources: Pay Pal. Payments must be fully CLEARED before they are credited to your account. Bounced payments will incur a fee of $35.00 or, if less, the legal limit for a bounced check or payment in your state or country. In the event Your invoice is 3-days or more past due (from the invoice Due Date) then EMW Hosting reserves the right to suspend service or terminate service after 5 days past due until payment is received.
Late Payment
EMW Hosting reserves the right to charge a late fee of 1.5% per invoice per month on late payments. Invoices will be automatically considered late once the invoice due date has passed.
Non-payment Termination
In the event you fail to pay your invoice within 3 days of the due date, we reserve the right to suspend your service.
If you are still past due on the 5th day from the due date on the invoice, we reserve the right to terminate your service entirely and reformat your server.
If you are terminated for non-payment, we also reserve the right to refer your account to a third party collection agency and you agree to pay any collection fees or legal fees we may be charged to collect on your debt.
Overage Billing
“Overage” is defined as usage of the Services provided by EMW Hosting to You in excess of the allocated limitation. Overages are charged for SAN, Backup, Bandwidth and Professional Services (administrative time) used in excess of the amount allocated to Your account.
You agree to pay the then-current Overage fees and charges for the EMW Hosting services, including backup and bandwidth Overage fees, upon receipt of an invoice. Usage information is available through your EMW Hosting Account Executive.
Overage fees can be avoided by subscribing to a higher service plan.
Term and Termination and Money Back Guarantee
You agree to a month-to-month term for the Services unless otherwise agreed to in writing. The month-to-month term for services is automatically renewed each month unless either party notifies the other in writing of its desire that the Agreement not be renewed, no later than eight (8) days before the next upcoming anniversary date for billing. For information on how to terminate Your account, please contact the EMW Hosting billing department.
When you request termination, we will follow this process: (1) We will first contact you to confirm the termination and verify that you are authorized under your account to terminate it. (2) Then, we will immediately suspend billing and disconnect service to the server. Please note that we are not able to schedule termination ahead of time, and all termination requests are effective immediately.
In regards to mid-month or mid-period terminations, EMW Hosting will not issue pro-rated refunds for payments received in the middle of a payment cycle. Any Services in a given period will obligate you to pay for the Services during that entire billing period.
EMW Hosting may terminate this Agreement effective immediately and without notice upon any breach by You of any of the terms of this Agreement. In such event, EMW Hosting shall have no obligation to refund any fees paid in advance by You.
At this time, EMW Hosting does not offer a refund-based money back guarantee of any kind.
Chargebacks and Payment Disputes
Under this Terms of Service agreement you must first contact EMW Hosting to attempt to resolve any billing disputes before contacting your bank or credit card company to dispute the charges. You further agree that any billing disputes must be submitted in writing to our billing department within one month of the invoice payment in question.
By using our services You agree to the above policy and to contact EMW Hosting before contacting your financial institution to seek a resolution.
In the event you dispute charges contrary to this agreement, we reserve the right to refer your account or sell your debt (plus any applicable fees) to a third party collection agency. We also reserve the right to take further legal action against you.
Promotional or Special Offers: Pre-payment Offers
From time to time, we may offer discounted pricing for initial introductory periods (e.g., discounted fees for the first months service). A condition of such discounted pricing may be the requirement that prepayment for a period longer than the introductory period be paid. For example, the first month’s service may be offered for a discount, with the standard pricing going into effect during the second month, with a quarterly prepayment being required. Promotional offers are non-refundable.
Promotional or Special Offers: Other Types of Offers
From time to time, EMW Hosting may offer promotional or special offers as sales incentives. These offers may be comprised of discounts, free time, free services, discounted services, trial offer periods and other types of offers. Such offers cannot be combined with other offers unless otherwise stated and are one-time use offers. One offer per client only. Offers are valid only where they are permitted by law. Offers are void where prohibited. Some offers (example: “Three Months Free Load Balancing Service”) require You, the Client, to contact EMW Hosting prior to the expiration of the trial period in order to avoid being re-billed. Offers which provide a discounted monthly rate for a specified period of time will reset automatically to the full monthly rate once the promotional period has passed and You, the Client, agree to pay, in full, the full monthly rate, unless You cancel in advance.
Tortious and Other Unreasonable Conduct
Any abuse towards any EMW Hosting employee will not be tolerated. You are expected to request and respond to support, billing and other issues in a professional manner, when emailing, calling or submitting online tickets to EMW Hosting. Any cursing, yelling, or further intentional disruptive behavior aimed at EMW Hosting or its employees shall be considered a violation of this Terms of Service agreement.
Any threat, whether orally, verbally, in writing, via E-mail, via Live Chat directed towards EMW Hosting or any of EMW Hosting’s employees, partners, staff, contractors, sub-contractors, facilities, offices, etc. shall be construed as a violation of this Terms of Service agreement. Threats of physical violence will be directed to the proper authorities. No refunds shall be given for termination of the Services for violation of these provisions.
EMW Hosting reserves the right to cancel, suspend or terminate any or all of the Services after receiving billing, sales or technical requests which EMW Hosting, in its sole discretion, considers unreasonable or excessive. EMW Hosting may limit, at any time or without prior notice to you, the availability and type of billing support provided.
License to Host
You hereby grant to EMW Hosting a non-exclusive, royalty-free, worldwide right and license during the term of this Agreement to do the following to the extent necessary to provide the Services under this Agreement: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink any content uploaded by You; and (b) make archival or backup copies of content uploaded by You to the EMW Hosting servers. EMW Hosting shall have the right, but not the obligation, to make backup copies of the data uploaded by You to the EMW Hosting servers. You are responsible for any of your content residing on EMW Hosting’s servers and for the backup thereof.
Storage and Security
At all times, You bear full risk of loss of any content and software you place on the EMW Hosting servers. You are entirely responsible for maintaining the confidentiality of Your password and account information. You acknowledge and agree that You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with the server or any of the content displayed, linked, transmitted through or stored on the server.
EMW Hosting does not undertake any obligation to provide management or security services unless you specifically request it to do so. If any technology specifically associated with your account requires updating, You must make a request for such update through EMW Hosting’s ticketing system.
You shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to Your content; (ii) maintain independent archival and backup copies of Your content; and (iii) ensure the security, confidentiality and integrity of Your content transmitted through or stored on EMW Hosting servers. EMW Hosting shall have no liability to You or any other person for loss, damage or destruction of any of Your content.
International Customers
We at EMW Hosting do request you to obey your local, regional, federal regulations and law you reside in. However, if we receive complaints from foreign legal authorities, we will forward requests to U.S. based authorities. We at EMW will have rights to terminate your service(s) upon abuse complaints which may be severely abusive and report to authorities.