Secured Servers Terms & Conditions

This agreement becomes effective on the date it is accepted by SECURED SERVERS. The initial term of this agreement is determined by the "Minimum Contract" associated with the server configuration and pricing selected in Schedule A. This agreement automatically renews in "Minimum Contract" increments unless cancelled by you or SECURED SERVERS upon 10 days written notice prior to the end of the contract period of the intent to cancel this agreement.

All orders are subject to acceptance by SECURED SERVERS. You will receive email confirmation of SECURED SERVERS' acceptance of your order. SECURED SERVERS may refuse to accept any order. Such refusal may not be unreasonable, however, and we agree to provide you with reasonable notice via email or fax of any intent to delay or decline the acceptance of any order.

You agree to pay all charges in advance for the service selected by you in Schedule A of this agreement including all monthly fees, additional product charges and optional charges incurred by you. Payment may be made by check or credit card. You authorize us to automatically charge any amounts due by you to the credit card provided by you. You agree that if this agreement becomes effective at any time after the 1st of the month, SECURED SERVERS may prorate the next invoice to reflect a full month's charges plus a sufficient number of days to have all subsequent billing periods start on the first of the month.

SECURED SERVERS may change the amount of any price with thirty (30) days notice to you. Increases in bandwidth usage charges are automatically billed for the month the usage occurs. If SECURED SERVERS provides notice of a price increase, you may cancel this agreement if you notify SECURED SERVERS of your intent to cancel because of the increase within the 30-day notification period.

Payment for service will be made in U.S. dollars to SECURED SERVERS. The initial payment is due with this agreement in the amount specified in the Schedule A of this agreement. If payment in full of any invoice is not received by SECURED SERVERS within thirty (30) days after activation or renewal, SECURED SERVERS may impose a debt service charge amounting to one and one-half percent (1.5%) or the maximum allowed by law, which ever is lower, of the overdue balance for each month or fraction thereof the overdue amount remains unpaid. In the event that any amount remains unpaid for thirty (30) days after the date of the invoice, SECURED SERVERS may at its discretion discontinue, withhold, or suspend service.

In the event SECURED SERVERS discontinues service to you as a result of your breach of this agreement or violation of our AUP, you agree that SECURED SERVERS is entitled the full balance due under the minimum term of this agreement or the current extension thereof and that SECURED SERVERS has the right to impound any and all of your property in SECURED SERVERS's possession until all amounts due SECURED SERVERS under this agreement are paid. Such impoundment does not limit any of SECURED SERVERS' other remedies under the law.

SECURED SERVERS will provide the service selected by you during registration as described in the Services section of the SECURED SERVERS website located at http://www.securedservers.com. SECURED SERVERS may change the services provided under this agreement by changing the description of services on its website. Your continued use after SECURED SERVERS makes changes will be construed as your acceptance of the changes. You are responsible for periodically reviewing the Terms & Conditions on SECURED SERVERS' website.

a) Servers

i) Shared Servers

SECURED SERVERS will provide shared server hosting based on the information in online Shared server Order. SECURED SERVERS does not require a signed contract for shared services. Your use of SECURED SERVERS' shared hosting services constitutes your agreement that you have read and agree to these Terms & Conditions and any future changes there to that SECURED SERVERS posts on its website.

In the event of your breach of this agreement you agree that SECURED SERVERS may take whatever actions necessary to satisfy any monies owed to SECURED SERVERS including preventing the removal of any of your content residing on SECURED SERVERS' server.

ii) Dedicated (SECURED SERVERS Owned) Servers

SECURED SERVERS will provide its standard server configuration or, SECURED SERVERS will build a server to your specifications as specified by you in the attached Server Order Form. In either case, SECURED SERVERS will charge you a one time lease fee based on SECURED SERVERS' cost of the components of the server as quoted to you at the time of your order. You do not own this server; however, you are responsible for the cost of maintaining and repairing the server. SECURED SERVERS will pass on to you any component manufacturer's warranties that may be applicable. SECURED SERVERS may also charge you for its maintenance labor at the then prevailing hourly rate. You will be responsible for any component charges beyond manufacturer's warranties required to repair the server. SECURED SERVERS is not responsible for any down time or damages resulting from server maintenance or the lack there of. SECURED SERVERS does not guarantee 24x7 maintenance and repair. SECURED SERVERS is not responsible for monitoring the condition of the server, or automatically performing preventive maintenance of any kind. You are responsible for notifying SECURED SERVERS of any server problems and must authorize SECURED SERVERS to perform the required maintenance and repair. SECURED SERVERS at your request may provide (but has in no obligation to do so) you with a quote before performing on call maintenance or repair. Additional servers not included on the attached Server Order Form will be ordered on subsequent Server Order forms which will become addendums to this agreement upon acceptance by both parties.

(1) Server Upgrades

At your request, SECURED SERVERS may provide (but has in no obligation to do so) you with a quote to upgrade your server. Upgraded servers including the upgraded components remain the property of SECURED SERVERS.

(2) Maintenance and Monitoring

SECURED SERVERS may provide (but has in no obligation to do so) a monitoring and repair service for a fixed monthly fee as quoted in the Server Order Form. This service will include 24x7 monitoring of the server and response to problems, and all parts and labor to restore the server to operating standards. SECURED SERVERS will exert its best efforts to resolve any problems as quickly as possible however; SECURED SERVERS cannot guarantee that a problem can be resolved within a specific period of time. Whether or not you use SECURED SERVERS' monitoring or repair service, you are required to maintain a current back-up copy of your server in case it becomes necessary for SECURED SERVERS or you to restore your server. SECURED SERVERS does not back-up your server.

(3) Server Impounding

You agree that SECURED SERVERS has the right to hold your server(s) (including all software and contents) until SECURED SERVERS is paid in full for all outstanding amounts you owe.

(4) Server Buyout

At your request, SECURED SERVERS may provide (but has in no obligation to do so) you with a quote for your cost to buy your server.

iii) Co-located (Client Owned) Servers

You will provide your own server or, SECURED SERVERS may build (but has in no obligation to do so) a server to your specifications If SECURED SERVERS builds the server, title will be transferred to you at the time the server is paid for. SECURED SERVERS will pass on to you any component manufacturer's warranties that may be applicable. You are responsible for the cost of maintaining and repairing the server. SECURED SERVERS may charge you for any parts and maintenance labor at the then prevailing hourly rate if you request service from SECURED SERVERS. You will be responsible for any component charges beyond manufacturer's warranties required to repair the server. SECURED SERVERS is not responsible for any down time or damages resulting from server maintenance or the lack there of. SECURED SERVERS does not guarantee 24x7 maintenance and repair. SECURED SERVERS is not responsible for monitoring the condition of the server, or automatically performing preventive maintenance of any kind. You are responsible for notifying SECURED SERVERS of any server problems and must authorize SECURED SERVERS to perform the required maintenance and repair. SECURED SERVERS at your request may provide (but has in no obligation to do so) you with a quote before performing on call maintenance or repair.

You also understand that for security reasons, SECURED SERVERS has the right to enforce its own security polices which may exclude you from entering our data center facilities. In such cases, arrangements must be made in advance with SECURED SERVERS to have your servers available at a place designated by SECURED SERVERS. SECURED SERVERS will cooperate with you to accommodate your needs to have access to your servers without compromising SECURED SERVERS' then existing security policies.

Additional servers not included on the attached Server Order Form will be ordered on subsequent Server Order forms which will become addendums to this agreement upon acceptance by both parties.

(1) Server Upgrades

At your request, SECURED SERVERS may provide (but has in no obligation to do so) you with a quote to upgrade your server. Upgraded servers including the upgraded components remain the property of SECURED SERVERS until you have paid for them.

(2) Maintenance and Monitoring

SECURED SERVERS may provide (but has in no obligation to do so) a monitoring and repair service for a fixed monthly fee as quoted in the Server Order Form. This service will include 24x7 monitoring of the server and response to problems, and all parts and labor to restore the server to operating standards. SECURED SERVERS will exert its best efforts to resolve any problems as quickly as possible however; SECURED SERVERS cannot guarantee that a problem can be resolved within a specific period of time. Whether or not you use SECURED SERVERS' monitoring or repair service, you are required to maintain a current back-up copy of your server in case it becomes necessary for SECURED SERVERS or you to restore your server. SECURED SERVERS does not back-up your server.

(3) Server Impounding

You agree that SECURED SERVERS has the right to hold your server(s) (including all software and contents) until SECURED SERVERS is paid in full for all outstanding amounts you owe.

SECURED SERVERS will impose an Acceptable Use Policy regarding your use of its service. You agree to impose such policies on your customers to the extent necessary to ensure compliance. The current policy can be found on SECURED SERVERS' website. SECURED SERVERS may change any policy without prior notice to you. Violation of any provision of the Acceptable Use Policy (AUP) by you or your clients can result in the immediate termination of your service without notice.

SECURED SERVERS WILL UTILIZE ITS BEST EFFORTS TO MAINTAIN ACCEPTABLE PERFORMANCE OF THE CONTRACTED FOR SERVICE, BUT SECURED SERVERS MAKES ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SECURED SERVERS cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. SECURED SERVERS will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received, or stored on its system. SECURED SERVERS will not be liable to you or any of your customers for any claims or damages which may be suffered by you or your customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-delivery, or service interruptions whether or not caused by the fault or negligence of SECURED SERVERS. SECURED SERVERS will not be responsible for your Website not being accessible on the Internet due to circumstances not in the direct control of SECURED SERVERS such as individual Internet user's own equipment capabilities, limitations, Internet service provider limitations and/or browser software limitations. The display of your Website may vary due to the variety of Web browsers, monitors and Internet access available. In addition, your Website will not be displayed while the host server is undergoing maintenance.

SECURED SERVERS may discontinue any service, or may require fulfillment of any conditions SECURED SERVERS may choose to impose as a prerequisite for continuing any service upon thirty (30) days notice to you.

SECURED SERVERS' liability to you and any end user of the service or any other SECURED SERVERS service is limited to the amount paid to and received by SECURED SERVERS for service not accepted. In no event will SECURED SERVERS be liable to you, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if SECURED SERVERS has been advised of the possibility of such damage.

You will take all necessary measures to preclude SECURED SERVERS from being made a party to any lawsuit or claim regarding the service provided to you or any end user. You hereby agree to indemnify and hold harmless SECURED SERVERS from any and all claims of whatever nature brought by any of your customers against SECURED SERVERS in excess of the remedy set forth herein.

SECURED SERVERS owns all right, title and interest in SECURED SERVERS' trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of plans and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This Agreement does not constitute a license to you to use SECURED SERVERS' trade names or service marks. The copyright interest and ownership of the content of your Website will at all times remain with you.

We will attempt to resolve all disputes arising out of this Agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices and other than injunctive relief) will be subject to arbitration upon written demand of either party. Arbitration will take place in Phoenix, Arizona, or at another location if the parties so agree. The arbitration will take place before an arbitration panel chosen as follows: The parties will each choose an arbitrator, and the two arbitrators will choose a third arbitrator and determine the third arbitrator's compensation. Each party will have one veto over the choice of the third arbitrator. The three arbitrators will schedule an informal proceeding, hear the arguments, and decide the matter by secret majority vote. Unless the arbitrators decide otherwise, each party will pay the costs of its own arbitrator, and will pay half of the other costs of the arbitration proceeding. Each party will have the right to have the proceedings transcribed. The arbitrators will not have the authority to award punitive damages or any other form of relief not contemplated in the contract. The majority of arbitrators will render a written opinion setting forth the basis on which they arrived at the decision regarding each issue submitted to arbitration; the dissenting arbitrator, if any, will not issue a dissenting opinion. Regarding each issue submitted to arbitration, the decision will be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at. Judgment upon the award, if any, rendered by the arbitrators may be entered in any court having jurisdiction thereof.

Should any legal action permissible under this Agreement be instituted to enforce the terms and conditions of this Agreement, in particular the right to collect money due on unpaid invoices, the prevailing party will be entitled to recover reasonable attorney's fees and expenses incurred at both the trial and appellate levels.

Parties may modify the arbitration clause only through a mutual, written agreement.

Nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the COMPANY and the COMPANY expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.

Your rights and obligations under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of SECURED SERVERS, which consent will not be unreasonably refused. This Agreement may be assigned to another party by SECURED SERVERS.

If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. We agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.

This Agreement is governed by and construed under the laws of the State of Arizona and the United States of America. The federal and state courts of the State of Arizona will have exclusive jurisdiction to adjudicate any non-arbitrable dispute arising out of this Agreement.

You understand that by using Secured Servers' services, you agree that we may release information obtained in the course of your use of Secured Servers' services when it is believed, in Secured Servers' sole and absolute discretion, that the release is appropriate  or otherwise necessary to comply with the law, enforce our Agreement, and/or protect the contract and other rights of our Clients.

All notices may be sent by email to accounting@securedservers.com.

This Agreement sets forth the entire Agreement and understanding between the parties and merges all prior discussion between them. Utilization of the service by you and/or your customers following the effective date of any change or modification of this Agreement will constitute acceptance by you of such change(s). Otherwise, this Agreement may not be modified except by of written consent of both parties.

For its own protection, Client understands and agrees that SECURED SERVERS will only accept changes and modifications to this agreement that are in writing and signed by the individual(s) signing this agreement for the Client.

In the event of changes in ownership of the Client's company, equipment, Website, Domain Name or any other property covered by this agreement with SECURED SERVERS, Client, and Client only must notify SECURED SERVERS in writing of the change of ownership. SECURED SERVERS will then require the new owner to execute a new agreement with SECURED SERVERS.