MassiveGRID Terms of Service
Note: If you are accessing MassiveGRID indirectly, through a reseller who directly accesses MassiveGRID’s Infrastructure, Platforms & Services, then these Terms of Service are not applicable to you. You should contact MassiveGRID’s Reseller directly and ask for the relevant Terms of Service from them. MassiveGRID is not responsible for any Terms of Service offered by their Resellers.
MassiveGRID Service Agreement
This MassiveGRID Service Agreement (from now on, “Agreement”) is made and entered into effect between MassiveGRID and the other party (from now on, “Customer”) agreeing to all parts of this document. (MassiveGRID means MassiveGRID Ltd, Company Number: 10200892. With registered offices at 15 Beaufort Court Admirals Way, Docklands, London, E14 9XL, United Kingdom)
This Agreement becomes effective the date the Customer agrees to buy any MassiveGRID’s Service, either a Service from MassiveGRID’s web-page www.massivegrid.com, or a customized Service, which has been offered to them through a MassiveGRID proposal. By agreeing to a MassiveGRID Service, the Customer states that has read and understood all terms presented, and has legal authority to commit to all of them for the specific period of time this Agreement is effective. If you do not understand any of those terms, you should not buy a Service until you ask for clarifications directly from MassiveGRID. A hard-copy of this Agreement can be sent to the Customer, by sending a relevant request to firstname.lastname@example.org.
During the duration of this Agreement, the Customer is allowed to use the offered Services as they are, integrate the Services into Applications, and/or use any Software that is being offered as part of the Service, or any Software that they have legally acquired from another provider. In any case, any Software used on Services, Applications or Projects, run on MassiveGRID’s infrastructure, shall follow the terms and conditions foreseen in the relevant license agreement issued by the relevant Associate.
By no means, the Customer is allowed to sublease and/or transfer any rights, unless it is foreseen under the relevant section of this Agreement. The Customer will be able to access and administer the Services offered by this Agreement through a customer-centric Admin Console.
MassiveGRID has implemented at least industry standard security systems and confidentiality procedures to: (a) ensure, (b) protect against anticipated threats or hazards to the security and integrity, (c) protect against unauthorized access to, or use of, a Customer’s Application, Project and Data. In any case, MassiveGRID is able to offer, upon Customer’s request, an enhanced security proposal, tailor-made to customer’s needs, in case the Customer deems it necessary.
MassiveGRID shall only change Security & Customer’s Data Processing Terms, when such a change is required, in order to comply with any Law, Regulation, Direction, Court Order, Decision, Ruling or Guidance issued by a relevant Governmental Body. In any case, such a change shall be commercially meaningful, shall not impose any negative material impact on Customer’s rights, and shall not degrade overall Service’s security. In case such a change occurs, it shall be immediately depicted as a modification to this Agreement in the relevant URL.
Only on specific MassiveGRID Service & Support packages, a Customer may be eligible to select where certain Customer Data will be stored from the available locations where MassiveGRID maintains its facilities, and MassiveGRID will store it there accordingly. Otherwise, Customer Data will be stored in only one location, even if these are replicated for redundancy purposes. In case a Customer needs to keep the data in different locations for disaster recovery purposes, it needs to be explicitly stated and asked from MassiveGRID, and MassiveGRID shall propose a different Service and/or Support package to the Customer, in order to meet the request.
MassiveGRID may be able to occasionally add new tools, functionalities, features, applications and/or services, to Services, without any prior notification to the Customer. The above, plus any additional modification to any Service shall be considered an update, which might occasionally occur, driven only by MassiveGRID’s effort to enhance service quality, customer experience and satisfaction. In any case, all these new additions and updates shall be fully documented and available to the Customer, upon request.
MassiveGRID has the right to occasionally modify any terms set in this Agreement. Unless otherwise stated, such modifications to the Agreement shall become effective 30 days after their publication to MassiveGRID’s relevant URL. Any functionality-related modifications shall become effective immediately. In case a Customer does not agree to the revised Agreement, they should stop using MassiveGRID’s Services immediately and officially inform MassiveGRID accordingly. Any modifications to this Agreement will be depicted in a revised Agreement, posted in the relevant URL.
MassiveGRID’s Services are offered on a monthly-basis period, with different minimum duration, depending on the requested Service. For example, off-the-shelf Services under Dedicated Servers or Private Clouds section, have a minimum duration of one (1) month. Services under Infrastructure Services or Services that are offered through a MassiveGRID proposal as a customized solution, have a minimum duration of twelve (12) months. For more detailed information please visit MassiveGRID’s web-site. The Billing Cycle of the Service is one month. Depending on the selected Service, a Customer might need to pay in advance a Fee corresponding to more than one Billing Cycle (i.e.quarterly). This is applicable to Infrastructure Services or Services that are offered as a customized solution to the Customer. The Customer shall pay the applicable Fee, in order to be able to use the Services. The Fee is communicated to the Customer by issuing an electronic bill, which includes all charges relevant to the Service. It shall then be paid by the Customer, at the latest on the due date stated in the bill.
MassiveGRID has no obligation to provide multiple bills to a Customer, by fragmenting the total cost. Some MassiveGRID services are offered to a Customer with a specific free-of-charge threshold, over which the service is charged extra, according to the price-lists available on the MassiveGRID website. To this extent, in case a Customer exceeds this threshold, any charges corresponding to over-threshold usage of a Service shall be charged on the Customer’s next Billing Cycle. In case a Customer ordered any additional Services during a Billing Cycle, all relevant charges will appear on the Customer’s next electronic bill. The Customer is responsible for all charges in accordance to the payment terms applicable to the Fees. MassiveGRID’s measurement systems & mechanisms are 100% accurate and all Customer’s usage measurements are considered final.
For Services offered on a monthly-basis period, a Customer has the right to cancel them at any time. However, even though no refund is offered in any kind of form (service credit, money, etc) for the unused remaining time, the Customer maintains their right to use these Services for the remaining paid period, after which, the Service is terminated. The only exception that applies, and a Customer is entitled to a refund in the form of money-back, is when the request is formally placed within the first 15 days of the first month of Service activation, customer can request one refund per product category. In such a case, the money is refunded in full and the Service is terminated immediately. No refund in any kind of form (money-back, credit, etc) is offered to Customers who activated such Services and did not use them. Customers of such Services are eligible for Service Upgrade at any time. Service Downgrade is also allowed at the end of each paid Billing Cycle.
For Services offered through a proposal as a customized solution, and have a minimum duration of twelve (12) months, no refund is offered in any kind of form, unless it is explicitly stated in the proposal and/or signed contract. Service Upgrade/Downgrade for such cases is also subject to Proposal/Contract terms.
In the event of a Chargeback request from any of our associated financial institutions for unauthorized charge, MassiveGRID shall suspend the relevant account and contact the Customer associated with this unauthorized charge immediately for clarification and further documentation validation. If the Customer does not provide valid explanations and/or such documentation within 24 hours of MassiveGRID’s request, or the provided documentation which is directly forwarded to the relevant financial institution is rejected, MassiveGRID shall terminate the Service immediately and shall return the associated charged amount to the Chargeback initiator.
MassiveGRID does not store credit card details nor shares customer details with any 3rd parties.
The Customer is responsible for the payment of any Taxes that are associated with the Services. MassiveGRID shall invoice the Customer with all relevant Taxes, unless the Customer provides in advance an official tax exemption certificate by the relevant tax authority, before MassiveGRID issues a bill. In some cases, sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If a Customer is required by law to withhold any Taxes from its payments, an official tax receipt or other appropriate official documentation to support such withholding. In any case, MassiveGRID shall evaluate and approve such documentation, before agreeing on a tax exemption, or tax collection request.
The services provided by MassiveGRID to its customers are considered as PaaS services (Platform as a Service) and IaaS services (Infrastructure as a Service).
According to US tax legislation, these kinds of services are categorized as not tangible services and consequently are not subject to sales tax.
In addition, some jurisdictions allow for a waiver / exemption of sales tax if the buyer provides the seller with an exemption certificate claiming multiple points of use.
In this case, the purchaser is responsible to remit the sales tax, and issue an exemption certificate to the service provider.
A Customer is obliged to proceed to an official claim related to any disputed Fees within a time period of 30 days from the moment the Bill has been issued. If this 30-day period elapses, the Customer waives all relevant claims. Any Refund is at MassiveGRID’s discretion and can be only offered in the form of Service credit for a future billing cycle.
In case a Customer does not pay their bill by the stated due date, MassiveGRID considers this payment as late/overdue. In such a case, MassiveGRID reserves the right to suspend the Customer’s Account, for any late payments. In such a case, MassiveGRID is entitled to claim an activation fee which equals to an additional 10% of the total overdue bill, in order to reactivate a suspended Customer Account. Furthermore, MassiveGRID reserves the right to terminate a Customer’s Account, in case a Customer with a suspended Account does not pay the total overdue payments within 10 days of the Customer’s Account suspension. Termination of a Customer’s Account means that the Customer loses all the Customer Data associated with this Account, even if they agree to pay and reactivate their Account.
The Customer is the sole responsible for their Applications, Projects, and Customer Data and for making sure these comply with any applicable law (such as, Security, Privacy, Data Protection, Copyright infringement, etc). The Customer is also responsible to ensure that all their End Users are also compliant to all the Terms of this Agreement.
The Customer commits that they will do whatever is necessary, either themselves, or through third-parties:
Not to copy, modify, reverse-engineer, decompile, translate, disassemble and/or extract partly or in full the source code of any of the offered MassiveGRID Services.
Not to use MassiveGRID’s Services for High Risk Activities. (Services for High Risk Activities can be offered by MassiveGRID under the scope of a different Agreement).
Not to involve MassiveGRID Services, Platforms and Infrastructure in any illegal operation, or in any operations leading to illegal actions.
Not to use Services for any unlawful, invasive, infringing, defamatory or fraudulent purpose (including but not limited to phishing, creating a pyramid scheme or mirroring a website etc).
Not to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature.
Not to disable, degrade, interfere with or circumvent any aspect of the Services. Especially for MassiveGRID PaaS offerings in our shared infrastructure, mining, or any actions similar or related to mining are significantly affecting and degrading service offering and are considered as abuse actions.
Not to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising campaigns or other solicitations (“spam”).
Not to use the Services, or any interfaces provided with the Services, to access any other MassiveGRID product or service in a manner that violates the terms of this Agreement.
Nevertheless, MassiveGRID can commit to serving Customers for High Risk Activities, provided that a customized solution, based on Customer’s specific business requirements is submitted by MassiveGRID and the Customer accepts it. In any case, any Services for High Risk Activities is under the scope of a customized solution & offer, in which different terms will be agreed, over and above the terms of this Agreement.
Any actions, leading to any of the above-mentioned events, shall be communicated to MassiveGRID, by sending all relevant information to email@example.com. MassiveGRID will take all necessary actions to terminate any non-compliances to this Agreement. In case a Customer becomes aware that an Application and/or a Project violates any of the above, they shall immediately stop the cause of the violation, by suspending the operation of any of those Applications and/or Projects and/or removing the relevant Customer Data. In case MassiveGRID becomes aware of this, they might request from the Customer to do so too. If no action is taken within 24 hours (specifically for Spam violations, this time period is 4 hours, instead of 24 hours), MassiveGRID shall disable the relevant Project and/or Application and/or disable the relevant Account, until such violation is corrected by the Customer. In case a Customer violates any of the above for a second time, without the intention to comply to the terms of this Agreement, it is at MassiveGRID’s discretion to decide whether to reactivate the Customer’s Service, and/or Application, and/or Project, or proceed to the termination of the Agreement for Breach.
MassiveGRID cannot determine whether something is being used or distributed legally in terms of Intellectual Property Rights legislation and cannot be held responsible for their Customer actions. MassiveGRID shall respond to any notices of alleged copyright infringement and has the power to suspend and/or terminate any Customer’s Account in case of Intellectual Property Rights Infringement.
MassiveGRID has the right to suspend an Application, Project and/or Account, in case of an Emergency Security Issue. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or resolve the Emergency Security Issue. If MassiveGRID suspends an Application, Project, or the Account, for any reason, without prior notice to Customer, at Customer’s request, MassiveGRID will provide Customer the reason for the suspension as soon as this is reasonably possible.
MassiveGRID shall provide Documentation related to the Services offered, for Customer use. In the Documentation, restrictions may apply on how Applications shall be developed, or how the Services may be used by the Customer. All these restrictions must be followed and respected by the Customer.
MassiveGRID shall not use Customer Data, except to the extent necessary, in order to provide the Services offered to the Customer.
Any Customer Feedback related to MassiveGRID Service, shall be used by MassiveGRID without any other obligation to the Customer, who assigns to MassiveGRID all rights in that Feedback.
A Customer owns all Intellectual Property Rights related to their Customer Data, and (if applicable), to the Projects and Applications. Intellectual Property Rights in the Services and Software offered to Customers by MassiveGRID might be owned either by MassiveGRID or a third-party, or by a MassiveGRID Associate or Affiliate.
Both parties will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to be aware of it and have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. Both Parties will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while taking all reasonable actions to keep it confidential. To this extent, any provision to the contrary of this Agreement, both parties may also disclose Confidential Information to the extent required by applicable Legal Process; provided that they use commercially reasonable efforts to: (a) promptly notify the other party of such disclosure, before disclosing; and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Based on the above, (a) and (b) will not apply if the other party determines that complying with (a) and (b) could: (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; and/or (iii) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users’ use of the Services.
Customer is responsible for technical support of its Applications and/or Projects and/or Customer Data. Customer has Technical Support for their Service, through the basic Support Package included in their service, namely Essential Support. This Support package is offered with no additional charge. All other additional Technical Support Packages (from now on Support) are subject to additional recurring monthly Fees. A number of these Support packages include a minimum fixed recurring fee, plus a variable recurring fee, depending on the Customer’s Service(s). The Customer might choose to upgrade their Support package, by choosing any of them, as long as the chosen one is eligible for their Service. Depending on the Support package, there are different support levels, response and engagement times. Sys-Admin Support fair-use policy also applies to some Support packages, which is only foreseen as a means of protection against customer abuse and not as a means of customer support refusal. In case a customer systematically exceeds the monthly SysAdmin fair-Use Policy, then MassiveGRID has the right to make use of this policy. Support package features, response time and fees are depicted in the relevant Support URL.
This Agreement will begin on the agreed Effective Date and will continue to be valid until it is terminated. This Agreement can be terminated for the following reasons:
Termination for breach: Either party may terminate this Agreement for reasons of breach, as follows: (a) the other party is in material breach of the Agreement and fails to cure that breach within ten (10) days after receipt of written notice; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within fifteen (15) days; or (c) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches. In addition, MassiveGRID may terminate any, all, or any portion of the Services or Projects, if the Customer meets any of the above conditions.
Termination for Convenience. Customer may stop using the Services. Customer may terminate this Agreement for its convenience upon prior written notice, and upon termination they must cease use of the applicable Services. MassiveGRID may also terminate this Agreement for its convenience at any time without liability to the Customer.
Effect of Termination. If the Agreement is terminated, then: (a) the rights granted by one party to the other will immediately cease; (b) all Fees owed by Customer to MassiveGRID are immediately due upon receipt of the final electronic bill. On the final electronic bill, all current and future outstanding Billing Cycles will be charged, in order for the Customer to comply to the minimum duration corresponding to their Service; (c) Customer will delete the Software, any Application, Project, and any Customer Data; and (d) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
Customer who wants to publicly state that is using MassiveGRID’s Services must obtain written permission from MassiveGRID, by sending in writing the relevant request. MassiveGRID may include Customer’s name or Brand Features in a list of MassiveGRID customers, online or in promotional materials. MassiveGRID may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement.
Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) they will comply with all laws and regulations applicable to its provision, or use, of the Services accordingly. MassiveGRID warrants that it will provide the Services in accordance with the applicable 100% SLA.
MassiveGRID’s commits to a 100% SLA. This means that MassiveGIRD commits in providing a leading class Service and is able to offer 100% Service availability. In case of any Proven Downtime, MassiveGRID offers 10 times (1,000%) the actual amount of downtime, up to the Customer’s monthly Fee, as total monthly recurring charge. The claim needs to be initiated by the Customer within 10 days of the Proven Downtime incident and is offered as a credit note for the Customer’s next Billing Cycle.
MassiveGRID only agrees to comply and commit to the terms stated and mutually agreed with the Customer in this Agreement. MassiveGRID shall not be liable under this Agreement for lost revenues or indirect special, incidental, consequential, exemplary, or punitive damages, even if the other party knew that such damages were possible and even if direct damages do not satisfy a remedy. For any other terms and/or conditions not foreseen in this Agreement, MassiveGRID cannot be accused and/or be held responsible. In any case, to the maximum extent permitted by applicable law, neither party, nor MassiveGRID’s suppliers may be held liable under this Agreement for more than the amount paid by the Customer to MassiveGRID under this Agreement during a period of twelve (12) months, prior to the event giving rise to liability.
These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer’s payment obligations.
Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control (Force Majeure).
If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, does not influence the rest of the Agreement which will continue to remain in effect.
All Claims arising out of, or relating to, this Agreement or the Services, will be governed by the Laws of England and Wales.
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter (Terms of Service). In entering into this Agreement, neither party has relied on, nor will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. After the Effective Date, MassiveGRID may provide an updated URL in place of any URL in this Agreement.
If there is a conflict in the terms between different documents mutually agreed by the parties, the documents will have control in the following order: any customized service offering proposal submitted by MassiveGRID to the Customer, which has been accepted partially or in full by the Customer and has been implemented partially or in full by MassiveGRID, the Agreement, the terms at any MassiveGRID URL.
This Agreement is also applicable to any MassiveGRID Associate to the extent that some or all relevant terms apply to the nature of business relationship between MassiveGRID & Associate. Any potential collaborator becomes an Associate of MassiveGRID, then “a-priori” is bound by this Agreement. which is in effect.
- “Account”, means Customer’s MassiveGRID Platform account.
- “Admin Console”, means the online console(s) and/or tool(s) provided by MassiveGRID to the Customer for administering the Services.
- “Affiliate”, means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
- “Application(s)”, means any web or other application Customer creates using the Services, including any source code written by Customer to be used with the Services.
- “Associate”, means an entity with whom MassiveGRID has any kind of commercial agreement, including, but not limited to vendors, software providers, internet providers, data centers, etc.
- “Brand Features”, means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by the party from time to time.
- “Confidential Information”, means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.
- “Control”, means control of greater than fifty percent (50%) of the voting rights or equity interests of a party.
- “Customer Data”, means content provided to MassiveGRID by Customer (or at its direction) via the Services under the Account.
- “Customer End Users”, means the individual Customer permits to use the Application.
- “Documentation”, means the MassiveGRID documentation (as may be updated from time to time) in the form generally made available to its customers for use with the Services.
- “Emergency Security Issue”, means either: (a) Customer’s or Customer End Users’ use of the Services in violation of the Agreements Terms, which could disrupt: (i) the Services; (ii) other customers’ or their customer end users’ use of the Services; or (iii) MassiveGRID network or servers used to provide the Services; or (b) unauthorized third party access to the Services.
- “Feedback”, means feedback or suggestions about the Services provided to MassiveGRID by the Customer.
- “Fees” or “Fee”, means the applicable fees for each Service and any applicable Taxes.
- “High Risk Activities”, include among others uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.
- “Intellectual Property Rights”, means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, as well as other similar rights.
- “Legal Process”, means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
- “Project”, means a grouping of computing, storage, etc resources for Customer, and via which Customer may use the Services.
- “Proven Downtime”, indicates a Service which was technically proven that was not available to the Customer and this was because of MassiveGRID’s responsibility . If a Service is not available with the Customer’s responsibility, this cannot be considered as Proven Downtime (for example, if a Customer’s Application is not available, but the server, which is offered as MassiveGRID’s Service to the Customer is reachable, then this is not considered Proven Downtime).
- “Services”, describes the services offered by MassiveGRID, indicating either Cloud Dedicated Servers, Cloud Servers, Private Clouds, Private Infrastructure Servers, or services such as security add-on services, support services, back-up services, developer support services, etc.
- “SLA”, means the Service Level Agreement.
- “Software”, means any downloadable tools, software development kits or other such proprietary computer software provided by MassiveGRID or any other Associate in connection with the Services, which may be downloaded by Customer, and any relevant updates offered from time to time.
- “Support”, indicates any technical support package, offered by MassiveGRID to their Customers, in order to support their operations. There are different Support packages available to Customers, depending on their Service and business needs. The more complete Support package, the higher the Fee is charged on a monthly basis.
- “Taxes”, means any duties, customs fees, or taxes (other than MassiveGRID’s income tax) associated with the purchase of the Services, including any related penalties or interest.
- “Term”, has the meaning set in this Agreement.
Terms of Service specifically for Bare Metal Services
“Monthly Availability Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which any class of Service was Unavailable. Monthly Availability Percentage measurements exclude Unavailability resulting directly or indirectly from any Unavailability Exclusion (as defined below). Service Credits are calculated as a percentage of the total Fees paid by the Customer (excluding one-time payments) for the individual Service for the calendar month in which the Unavailability occurred in accordance with the schedule below.
|Monthly Availability Percentage||Service Credit Percentage:|
|Less than 99.9%* but equal to or greater than 99.0%||10%|
|Less than 99.0% but equal to or greater than 95.0%||30%|
|Less than 95.0%||100%|
|*99.95% for Advance, Infrastructure, Storage, HG.|
To request a Service Credit, the Customer must file a support request within sixty (60) calendar days of the suspected incident via the Customer Portal. If the Monthly Availability Percentage of such request is confirmed by MassiveGRID and is less than the Monthly Availability Commitment, then MassiveGRID will issue the Service Credit to the Customer within forty-five (45) calendar days in which the Customer’s request is confirmed. MassiveGRID’s monitoring tools, data and records will be the sole source of information used to track and validate Availability. Service Credits will be issued to the person or entity that MassiveGRID invoices for the applicable instance of the Service, as a separate credit memo that can be applied towards a future invoice for that Service instance. If the Customer’s Service Term for Service expires or is terminated prior to the issuance of a Service Credit, the Service Credit will become void as of the date of the expiration or termination. The Customer will not be eligible to receive a Service Credit if: (i) the Customer’s Account has any payments for the Service that are delinquent, (ii) the Customer is in violation of the Terms of Service during the time of the incident, or (iii) the incident was due to the Customer’s failure to meet its security responsibilities as set forth in the Terms of Service. The Service Credits specified in this SLA are the Customer’s sole and exclusive remedies for any incident occurring during its Service Term for the Service or for any other claim in connection with this SLA. In no event will the amount of Service Credits issued for all incidents within a given month exceed 100% of the monthly invoiced amount for the Services. Unavailable and Unavailability Exclusions A class of Services will be considered “Unavailable” or in state of “Unavailability” when a class of Services has no external connectivity. The following (each an “Unavailability Exclusion”) will be excluded from any time-based calculations related to a class of Service being Unavailable: scheduled, recurring or zero impact maintenance windows; – Unavailability due to the Customer’s misuse of a particular class of Service; – Unavailability that results from the Customer’s facilities, equipment, software or other technology and/or third party facilities, equipment, services, software or other technology (other than third party equipment within MassiveGRID’s direct control); – Unavailability arising from the Customer’s use of an outdated release of the Services or third party software, or any failure to install a material Update to either of the foregoing; – Unavailability caused by third party service or facility providers, including any telecom, internet, or other related service or facility provider, or packet loss, network or Internet problems beyond OVH’s border router supporting OVH’s public internet connectivity; – Denial of service attacks, virus or hacking attacks, or bugs in code, hardware, or services for which there is no commercially reasonable, known solution (even if there is a known workaround); and – Force majeure events or any other event that are not within OVH’s direct control or that could not have been avoided with commercially reasonable care. MassiveGRID will use its best efforts to communicate downtime events prior to scheduled, recurring, or zero impact maintenance windows as described above, however, this will not always be possible. Without limiting the foregoing, service interruptions due to emergency maintenance will constitute Unavailability Exclusions equivalent to scheduled maintenance windows, provided that (1) MassiveGRID notifies the Customer of such emergency maintenance as soon as possible and (2) downtime due to emergency maintenance does not exceed four (4) hours in any month.
Terms of Service specifically for MassiveGRID Resellers
- Parties to this Agreement
- 1.1 “MassiveGRID”. MassiveGRID LTD, is a privately held company, operating under English law, having its registered office in 15 Beaufort Court Admirals Way, Docklands, London, E14 9XL
- 1.2 “You”, “Your”, refers to each and every Reseller and/or Affiliate of the MassiveGRID Reseller and Affiliate Partner Program. Participation in the program constitutes full and complete acceptance of the Terms and Conditions set forth herein, as well as the associated Terms of Service.
- MassiveGRID Responsibilities
- 2.1 Coded URL. MassiveGRID shall provide you with a URL coded in a way to specifically identify you and sales attributed to this URL. This shall allow you to create a link to MassiveGRID website. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.
- 2.2 Tracking. MassiveGRID agrees to track the customers visiting and purchasing services from MassiveGRID via the link provided to you for that purpose. You shall be eligible for a commission for each such purchase made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this agreement and based upon section 4.2 of this agreement.
- Reseller/Affiliate Responsibilities
- 3.1 Minimum Age. You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction, where participation in the MassiveGRID Reseller and Affiliate Partner Program does not violate any law, ordinance, regulation or standard.
- 3.2 Operative Link. You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you shall notify MassiveGRID immediately, if your coded URL ceases to function or ceases to function properly. MassiveGRID shall not be held liable, in case this coded URL stops operating properly.
- 3.3 Representations. You agree that you shall not make any representations, promises, warranties or other statements about MassiveGRID or the MassiveGRID website, products or policies other than as may be expressly approved in writing by MassiveGRID or as otherwise provided to you by MassiveGRID for that purpose.
- 3.4 Link. You may use the coded URL provided by MassiveGRID via the available MassiveGRID Link Library or in any other form you wish provided that your use of the URL is not in any way disparaging of MassiveGRID or otherwise not appropriate or acceptable in MassiveGRID sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of MassiveGRID or any other party. You shall not violate the MassiveGRID Terms of Service.
- 3.5 Amendments. You agree that this agreement may be amended by MassiveGRID at any time without any prior notice. You agree to keep abreast of any changes to this agreement by periodically checking MassiveGRID website and particularly the MassiveGRID Reseller and Affiliate Partner Program web section.
- 3.6 MassiveGRID Customers. MassiveGRID shall have the sole right and responsibility to service all customers secured through your coded URL. All dealings with customers for web hosting and related services shall be directly and solely between customer and MassiveGRID. MassiveGRID shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to any reseller or affiliate.
- 4.1 Commission Rate. Commissions are paid for each new service purchased via your coded URL subject to the Terms and Conditions set forth herein. There shall be no obligation to pay any other commission, except the ones foreseen in this section. There are commissions related to Resellers and commissions related to Affiliates.
- 4.1.1. Reseller. A Reseller is eligible to get a recurring commission on each sale, for as long as the service is active and paid for. Prerequisite to be registered in the Program as a valid MassiveGRID Reseller and be eligible for commission is to have at least 3 active MassiveGRID services and aggregated monthly sales of at least $1001. A Reseller is categorized, based on global aggregated monthly contributions/sales of MassiveGRID products/services, and is entitled to the following percentage discounts and /or commissions:
|Category||Aggregated Monthly Sales||Discount / Commission|
|Accredited Reseller||$250 to $1,000||non eligible|
|Preferred Reseller||$1,001 to $10,000||10%|
|Distinguished Reseller||$10,001 to $25,000||15%|
|Premier Reseller||$25,001 to $50,000||20%|
|Elite Reseller||$50,001 to $250,000||23%|
|Massive Reseller||$250,001 and up||25%|
Resellers have the ability to develop their own support plans and technically support their clients on their own, if they want to.
- 4.1.2. Affiliate. An Affiliate is given the right to introduce/bring a client to MassiveGRID and get a one-off 50% commission of the 1st month’s specific client’s expenditure, plus a 10% commission of the 1st specific client’s Billing/Invoicing.
- 4.2 Qualified Commission. A “Qualified Commission” is one for which the new service which is the subject of the commission has remained in good standing continuously for at least 30 days from its inception, the associated payment has been received, cleared and there is no refund claim against it.
- 4.3 Payment Date. MassiveGRID shall pay to you all Qualified Commissions. Depending on the payment method, payment can be considered cleared with no refund claim against it up to 60 days after transaction. Qualified Commissions are submitted to you once the aggregated commission reaches at least $300.
- 4.4 Timing of Calculation. MassiveGRID agrees to pay you the commission set forth in paragraph 4.1 herein in effect at the time such commission becomes a Qualified Commission. The commission amount or any other term of this agreement may be changed by MassiveGRID at any time without prior notice. It is your obligation to check this agreement document and Reseller and Affiliate Partner Program web section regularly to keep advised of any such changes.
- 4.5 No Internal Sales. You understand and agree that you shall not earn a commission on the purchase of your own hosting accounts, unless MassiveGRID agrees so in writing.
- 4.6 Payment Form. Commissions shall be paid either directly to your PayPal account or bank account, after claiming the amount and providing MassiveGRID with the associated invoice for this amount. Alternatively, commissions can be used as credits to pay for your own services in MassiveGRID. Each time you wish to claim your commission, you need to communicate it to MassiveGRID, by submitting the relevant ticket. MassiveGRID is not responsible for any loss or damage sustained as the result of any dealings with or otherwise arising out of disputes with PayPal or your personal bank.
5. Ownership and Licenses
- 5.1 Property Ownership. Each party to this agreement shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
- 5.2 License. MassiveGRID grants you as a Reseller and/or Affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the MassiveGRID logos, trademarks and service marks (“Marks”) on your site and only your site for the sole purpose of facilitating a link between your site and MassiveGRID to accomplish the purpose and intent of this agreement. You may not otherwise use, copy, distribute, change, modify, or otherwise alter any such property. This License is neither assignable nor transferable.
- 5.3 Limitation. Any license granted under this section 5 shall not include any right to use the Marks in any third-party advertising without the express written consent of MassiveGRID with reference to this paragraph. Any use of the Marks contrary to the intent of this paragraph shall cause all sales generated under your Reseller & Affiliate account to become ineligible for commission. Without limitation and by way of example only third party advertising would include the purchase of Marks as keywords from any pay-per-click campaign service such as Google™.
- 5.4 Cease use upon demand. You agree to immediately cease the use of any mark upon request made by MassiveGRID to the email address provided by you and maintained on file for you by MassiveGRID. You agree to immediately cease the use of any link created by you to MassiveGRID upon request by MassiveGRID to the email address provided by you and maintained on file for you by MassiveGRID.
- 6.1 Effect upon Commission. Either party shall terminate this agreement at any time upon a 7-day notice in writing to the other party. Other than any termination under paragraph 6.2 herein, any commission which has become a Qualified Commission as of the date of such termination shall be paid post termination. Any commission which is not a Qualified Commission as of the date of notice of termination shall not thereafter become a Qualified Commission and your Reseller and Affiliate account (and any remaining earnings not qualified under these terms) shall be deleted immediately. You shall not be eligible for any claims associated with sales you have brought to MassiveGRID, other than commissions which have become Qualified Commissions as of the date of such termination.
- 6.2 Breach of this agreement. The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of MassiveGRID termination of this agreement in its entirety.
- 6.2.1 Suspension. Suspension under this paragraph shall mean the withholding of all commission payments qualified or otherwise until such breach is cured. Suspension, if not cured within a reasonable time as determined by MassiveGRID, shall become a termination under 6.2 as of the date of the initial suspension.
- 6.3 Survival. Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Paragraph 3.6, section 6 (Termination), Paragraphs 8.1 through 8.14 (inclusive) and 7.16 – 7.19 shall survive such termination and remain in full force and effect.
- 7.1 Authority. Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the person assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.
- 7.2 Non-Infringement. You agree that in the course of any performance under this agreement or otherwise, with respect to any dealings between you and MassiveGRID, that you shall not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.
- 7.3 Violation of Law. You agree that you shall not use our products/services for any illegal or unauthorized purpose nor shall you, in the use of the service, violate any laws, ordinances, regulations or standards, in your jurisdiction (including but not limited to copyright laws).
- 7.4 Terms of Service. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and MassiveGRID, to be bound by the general MassiveGRID Terms of Service which are incorporated herein as though set forth at length herein.
- 7.5 Unsolicited Email. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and MassiveGRID, you shall not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the MassiveGRID Reseller and Affiliate Program.
- 7.6 Defamation/Libel. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and MassiveGRID, you shall not transmit any information which is or might be considered to be defamatory or libelous.
- 7.7 Decency. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and MassiveGRID, you shall not transmit any information which is or might be considered to be lewd, pornographic or obscene;
- 7.8 Unfair Competition. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and MassiveGRID, you shall not violate any laws regarding unfair competition, anti-discrimination or false advertising or the general MassiveGRID Terms of Service.
- 7.9 Promote Violence. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and MassiveGRID, you shall not take any action which might promote violence or contain hate speech.
- 7.10 Damage MassiveGRID. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and MassiveGRID, you shall not take any action that would in any way damage MassiveGRID or otherwise compromise its servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs, cancelbot or other similar harmful or deleterious programming routines.
- 7.11 No Automatic Links. You agree not to utilize any link that is or can be initiated automatically without the user clicking on the link.
- 7.12 WARRANTY DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY MASSIVEGRID PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT MASSIVEGRID MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER SHALL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT SHALL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR SHALL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS SHALL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, MASSIVEGRID DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL MASSIVEGRID BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
- 7.13 LIMITATION OF LIABILITY. IN NO INSTANCE SHALL MASSIVEGRID BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT MASSIVEGRID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (i) willful or malicious misconduct; (ii) gross negligence; (iii) indemnification under Section 7.12 or (iv) either party’s liability for death or personal injury or their own acts of fraud.
- 7.14 Indemnification. You agree to indemnify, defend and hold harmless MassiveGRID and its affiliates, directors, officers, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney’s fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copyrighted materials, License violation, domain misuse, trademark misuse or any active or passive negligence.
- 7.15 Independent Contractors. Each party shall act as an Independent Contractor and shall have no authority to obligate or bind the other in any respect.
- 7.16 Choice of Laws /Venue. This Agreement has been made in and shall be construed and enforced in accordance with the laws of England and Wales. Any action to enforce this Agreement shall be brought to court.
- 7.17 Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
- 7.18 Integration. This agreement constitutes the entire understanding of the parties and revokes and supersedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by MassiveGRID on the MassiveGRID website.
- 7.19 Use constitutes Signature. Your agreement to the terms set forth herein is manifested by any participation in the MassiveGRID Reseller and Affiliate Program including the submission of the relevant application form (by signing-in to our portal with an account) and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by MassiveGRID without notice to any other party other than changing the agreement itself made available by MassiveGRID to Resellers and Affiliates on the MassiveGRID website.