pairCloud® Service Contract

pair Networks is a Web Presence Provider. pairCloud® servers are services provided by pair Networks whereby cloud servers can be used with pair Networks services. The use of such service is subject to compliance with the terms and conditions set forth herein.

It is agreed between the User and pair Networks that all services provided by pair Networks hereunder are delivered at the location of the cloud servers, in other words at data centers located within the territorial USA. Although the account User may be physically located outside of the USA when the account is opened, or at any time thereafter, it is irrevocably and absolutely agreed and understood that delivery of the service(s) takes place within the USA. Customers residing in a Member Country of the European Union will be managed through our affiliate, pair International, and to the extent required by EU directives value added taxes (VAT) will be collected and remitted to the EU taxing authorities.

1. PARTIES

This Agreement becomes effective as of the date and time Customer enrolls through the electronic submission process and shall represent a legally binding contract for the requested services and payment for those services between the submitting Customer and pair Networks, Inc.

2. SERVICES PROVIDED

pair Networks agrees to provide the use of a cloud server to Customer, for the exclusive use of Customer, excepting normal system administration as required by pair Networks in order to maintain security and stability, at the price agreed upon before the initiation of service. pair Networks will administer and service said cloud server in accordance with the terms contained herein. Published fees include initial setup and installation services as determined by pair Networks.

3. TERM

There is no minimum term for a pairCloud® service.

4. ADMINISTRATIVE ACCESS

Customer will have administrative access or "root" access to their cloud server. pair Networks reserves the right to require, at their discretion, software and/or hardware upgrades for the purposes of maintaining security and stability of the services provided.

5. NETWORK DATA TRANSFER CHARGES

There shall be no charge for monthly aggregate or daily average network transfer within the allowance of the cloud server package purchased, depending on the terms agreed upon at purchase, as measured during any calendar month. Monthly aggregate or daily average network traffic in excess of the pre-arranged allowance shall incur an additional monthly fee as set by pair Networks. Payment of this fee will be required in order to maintain service. Network traffic shall be measured by pair Networks and may include all forms of traffic to and from the cloud server, at the sole discretion of pair Networks. All fees shall be set and adjusted by pair Networks from time to time and posted in the Account Control Center® (https://my.pair.com).

6. HARDWARE AND SOFTWARE CONFIGURATIONS

All cloud servers must use hardware and software configurations that conform with pair Networks requirements. Use of any particular hardware or software configuration may be declined at the sole discretion of pair Networks.

7. USER CONDUCT

pair Networks services and cloud servers may only be used for lawful purposes. Any use which violates any local, state, federal, or international laws which may apply to pair Networks, Customer's local jurisdiction, or any jurisdiction that Customer or Customer's site may be subject to is strictly prohibited.

While using a cloud server from pair Networks, Customer may not:

  • Restrict or inhibit any other user from using and enjoying the Internet;
  • Post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, offensive, indecent, profane, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal or international law, including without limitation the U.S. export control laws and regulations, and laws protecting intellectual property including copyright, trademark, trade secret, misappropriation and anti-dilution laws;
  • Post, publish, transmit, reproduce or distribute any information or software which contains a virus or other harmful component;
  • Post, publish, transmit, reproduce, distribute or in any way exploit any information, software, or other material obtained through the service for commercial purposes (other than as expressly permitted by the provider of such information, software, or other material);
  • Post, store, publish, transmit, reproduce, or distribute individually identifiable health information or otherwise violate the USA Health Insurance Portability and Accountability Act (HIPAA) and The Patient Safety and Quality Improvement Act of 2005 (PSQIA) or the privacy protection equivalent of these USA laws adopted in any other relevant jurisdiction.
  • Claim or identify pair Networks as User's "Business Associate" under HIPAA.

8. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless pair Networks from any and all liability, penalties, losses, damages, costs, expenses, attorneys' fees, causes of action or claims caused by or resulting indirectly from Customer's use of the service or cloud servers which damages Customer, pair Networks, or any other party or parties without limitation or exception. This indemnification and hold harmless agreement extends to all issues associated with Customer's service or cloud servers, including but not limited to domain name selection and Web site content.

9. TERMINATION

Customer may terminate the pairCloud® service at any time upon written or email notice to pair - any unearned portion of Customer's prepayment, if any, shall be refunded. Subject to the following provision for termination of services by pair for cause, pair will not terminate this agreement except with no less than 90 days' notice to Customer. pair Networks reserves the right to terminate this contract without notice at the sole discretion of pair Networks for the violation of any terms and conditions of this contract. pair Networks may deny Customer access to a cloud server without notice if Customer engages in any conduct or activities that pair Networks in its sole discretion believes to be in violation of any of the terms and conditions of this agreement. pair Networks shall have no responsibility to notify any third-party providers of services, merchandise, or information, nor any responsibility for any consequences resulting from such discontinuance or lack of notification. Customer agrees that pair Networks has the right to monitor the cloud server electronically from time to time and to disclose any information as necessary under the law, or to protect itself from claims by a third party or parties. pair Networks reserves the right to remove or remove access to any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, offensive, or in violation of this agreement.

10. NO WARRANTIES

pair Networks makes no warranties or representations of any kind for the services being offered. The service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of title, noninfringement, or implied warranties of merchantability or fitness for a particular purpose. No advice or information given by pair Networks or its agents or employees shall create a warranty. pair Networks provides no warranty that the service will be uninterrupted or error free or that any information, software or other material accessible on the service is free from viruses or other harmful components. Under no circumstances shall pair Networks be liable for any direct, indirect, special, punitive, or consequential damages that result in any way from Customer's use of or inability to use the service, or for third parties' use of the service to access Customer's Web content, or to access the Internet or any part thereof, or Customer's or any third parties' reliance on or use of information, services, or merchandise provided on or through the service, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance. If Customer is dissatisfied with pair Networks' service or any of its terms, conditions, rules, policies, guidelines, or practices, Customer's sole and exclusive remedy is to discontinue using the service.

Customer understands that by placing information on a cloud server from pair Networks that such information becomes available to all Internet users and that pair Networks does not limit or restrict access to such information, nor protect any such information from copyright infringement or other wrongful activity. Customer assumes full responsibility and risk for their use of the cloud server. It is the Customer's sole responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, and other information, and the quality and merchantability of all merchandise, provided through pair Networks or on the Internet generally.

11. ECPA NOTICE

pair Networks reserves the right to monitor any and all communications through or with our facilities. Customer agrees that pair Networks is not considered a "secure communications medium" for the purposes of the ECPA and that no expectation of privacy is afforded.

12. IDENTIFICATION INFORMATION

Customer agrees that as the person legally responsible for use of this cloud server and services, they are at least 18 years of age. Customer agrees to supply pair Networks with a current and truthful full name, postal address, and telephone number for their records, and has a continued obligation to keep this information current.

13. NO INTERFERENCE WITH OPERATION OF SYSTEM

Customer agrees not to maliciously or intentionally interfere with the proper operation of the cloud server and network, including but not limited to defeating identification procedures, obtaining access beyond that which Customer is authorized for, and impairing the availability, reliability, or quality of service for other customers. Customer further agrees not to interfere with the proper operation of other systems reachable through the Internet, including any attempt at unauthorized access. Customer agrees to follow the Acceptable Use Policy of any network or service to which Customer connects.

Customer agrees to adhere to system policies as published online by pair Networks, including restrictions on services available, restrictions on certain features, and all other policies designed to protect and enhance the quality and reliability of service at pair Networks. Customer agrees to abide by any and all future policy decisions by pair Networks.

14. SECURITY

Customer agrees that the security of the cloud server and all services is solely Customer's responsibility. Customer further agrees that if the security of Customer's cloud server has been compromised in any way, Customer will notify pair Networks immediately in writing as set forth in Section 21 herein. Customer shall be held fully responsible for any misuse or compromise of Customer's cloud server for which pair Networks is not properly notified. Customer agrees that if any security violations are believed to have occurred in association with Customer's cloud server, pair Networks has the right to suspend access to the cloud server pending an investigation and resolution. Customer also agrees that pair Networks has the right to cooperate in any government or legal investigation regarding any aspect of our services, including any cloud servers used by Customer. Any use of pair Networks' system to engage in software piracy or other violations of law will result in service suspension and be immediately reported to the appropriate authorities.

15. HIPAA NOTICE

pair Networks, Inc. is not a "Covered Person" nor a "Business Associate" under HIPAA and has not agreed to be bound by the extraordinary privacy and security statutes and rules adopted with respect to medical records and related data. It is considered an abuse of our network for anyone to store data on our servers, including colocated servers, which are subject to the HIPAA privacy and security standards.

16. BACKUP OF DATA

Customers' use of the service and cloud server is at Customer's sole risk. pair Networks is not responsible for files and data residing on Customer's cloud server. Customer agrees to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on cloud server.

17. TRANSMITTAL OF MATERIALS

Customer agrees not to transmit unsolicited or prohibited advertising or other harassing or illegal materials through electronic mail, Usenet postings, or other Internet media. The use of pair Networks or any other service with reference to services obtained through pair Networks, for unsolicited mass mailings, postings, or other activities considered an annoyance to others, commonly referred to as "spamming", is strictly prohibited and may cause Customer's services to be terminated immediately and without warning, and Customer will be held fully responsible for any damages to Customer, pair Networks, or any other party or parties resulting from any such conduct.

18. PAYMENT

Customer agrees to supply appropriate payment for the services received from pair Networks, in advance of the time period during which such services and use of cloud server are provided. Customer agrees that all setup and installation fees are non-refundable once setup is completed. Customer agrees to all fee schedules as determined by pair Networks, included but not limited to fees for upgrades and downgrades, or charges for excessive data transfer as indicated in Section 5 above. pair Networks agrees that pro-rated refunds for prepaid but unused time periods will be provided in the event of service termination, effective at the end of the calendar month in which the notice is received, except as set forth in Section 16 above, at pair Networks' sole discretion. If at any time Customer breaches any part of this contract, Customer will be responsible for and will pay any and all of pair Networks' reasonable collections, attorney and court fees and costs incurred by pair Networks in enforcing this agreement. In the event of late payment, refused credit cards, insufficient funds checks, or other issues you will be assessed late payment fees at two percent (2%) per month or part of a month, with a minimum administration fee of $5.00 per late invoice, until the fees have been paid in full. Customer must maintain an account in good standing in order to add additional cloud servers to a billing account. If Customer has a balance on their account that is 30 days or more overdue, Customer will not be able to add new pairCloud® servers to their billing account.

19. PRIOR AGREEMENTS

This agreement supersedes any written, electronic, or oral communication Customer may have had with pair Networks or any agent or representative thereof, and constitutes the complete and total agreement between the parties.

20. SEVERABILITY

If any provision of this agreement is determined to be invalid or unenforceable, all other provisions shall remain in full force and effect and said provision shall be reformed only to the extent necessary to make it enforceable.

21. JURISDICTION

This agreement shall be governed by the laws of the State of Pennsylvania. The Customer consents and agrees to the exclusive subject matter and personal jurisdiction of the Court of Common Pleas of Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania for any and all disputes arising from this Agreement or performance of the duties hereunder. Customer further consents to service of legal process by e-mail (or at the discretion of pair Networks ordinary mail postage prepaid) to the last known e-mail or street address provided by Customer. It shall be Customer's duty to notify pair Networks promptly of any change in e-mail or street address.

22. NOTICE

Any notice or other communication required herein, shall be in writing and shall be deemed to have been given only when sent by registered or certified mail, return receipt request, addressed to the parties at the name and address indicated below their signatures herein, as amended by updated information as required by Section 12 herein.

23. ACKNOWLEDGEMENT

By completing the electronic submission process the Customer is confirming they have carefully read and are accepting the Terms of Service ("TOS") and conditions as described above and as they may be modified from time to time by pair Networks, Inc. If there are modifications Customer will be given reasonable prior notice before they become effective and the opportunity to opt out by terminating this relationship per Section 9. If, after notice of the modification, Customer does not exercise their right to terminate the relationship then they shall have been deemed to have consented to the modification without separate confirmation.