This Agreement is intended to cover any and all services provided by Guisk Inc. and received by the Customer and contains the entire understanding between Guisk Inc. and the Customer with respect to the services (.Services.) described in the Order and supersedes prior agreements, understandings, negotiations and discussion whether oral or written between Guisk Inc. and the Customer. The Customer acknowledges and agrees that its entire right relating to Guisk Inc.'s Services is as set forth in this Agreement and hereby waives all other rights it may have by implication of law or otherwise.
Guisk Inc. agrees to provide hosting Services as specified in the Order subject to terms and conditions as set forth in this Agreement. Subject to Customer's right to terminate this Agreement in accordance to Guisk Inc.'s policies as set forth in Section 5.3, Guisk Inc. may alter the scope of Guisk Inc.'s Services by issuing an amended order form to the Customer in advance of such change.
3. Initial Term
The initial term of this Agreement is as set forth in the Order (.Initial Term.) and shall not commence until Guisk Inc. accepts and confirms the completed order form. Furthermore, the Initial Term shall not commence until the first payment as set forth in the Order is made in full by the Customer to Guisk Inc. Guisk Inc. reserves the right to reject any order subject to the refund of any moneys collected in accordance to Guisk Inc.'s Refund Policies as set forth in Section 5.3.
4. Renewal Term
This Agreement shall be automatically renewed for successive terms equal in length to the initial terms with rates and discounts as set forth in the Order, unless the Agreement is terminated by Guisk Inc. or by Customer in accordance to Section 5.3 of this Agreement.
5. Fees and Payments
The Customer agrees to pay Guisk Inc., without limitation, for Services provided and is fully responsible to ensure payment of any and all amounts due, are paid on time independently of receiving any invoices or billing notifications from Guisk Inc.
All billing information including but not limited to a properly functioning email address and telephone number must be kept current, up-to-date and accurate by the Customer. Customer must inform Guisk Inc. by e-mail at sales@Guisk Inc.com of any changes in Customer's primary contact information including but not limited to phone, e-mail and address.
Invoices may be provided as a courtesy to Customer by any or none of the following: email, Guisk Inc.'s Customer Service Center or upon request fax or mail. Guisk Inc. assumes no responsibility for invoices lost or not received. Unless otherwise stated, dollar amounts and costs indicated for all Guisk Inc.'s Services are in US or CDN currency. Payment for all Guisk Inc.'s Services is billed and due a minimum of thirty (30) days in advance. Guisk Inc. reserves the right to refuse acceptance of any form of payment or terms. Service and/or handling fees above and beyond those listed may apply at the discretion of Guisk Inc.
5.1 Other Charges - Customer agrees to pay all duties or levies and sales and value-added taxes, imposed by any authority, government, government agency or commission or crown corporation in connection with the Guisk Inc.'s web hosting and related Services as provided under this agreement. Customers are responsible for collecting such taxes, duties or levies from end users as imposed by authority, government, government agency or commission or crown corporation.
To cover the resolution of excessive or unusual problems or complaints, Guisk Inc. reserves the right to charge the Customer standard hourly rates $65/hour CDN ($25 minimum per instance).
5.2 Overdue Accounts - Overdue accounts may, at the discretion of Guisk Inc., be issued a late payment reminder and/or 72 hour disconnection warning notice. Regardless of receiving a late payment reminder or disconnection notice all overdue accounts will be suspended/disconnected from the Internet for a period of 72 hours. Disconnected accounts are cancelled automatically after 72 hours unless: payment is received in full or alternative, suitable arrangements are made with Guisk Inc. A minimum $25 reconnection fee will be charged on all accounts reconnected after being suspended/disconnected. NOTE: If an account is cancelled, there is NO possibility that it can be restored and/or its data recovered.
5.3 Cancellation Policy - All hosting contracts, unless otherwise negotiated, are month-to-month. The cancellation of any month-to-month hosting contract by the Customer must occur via the Cancellation ticket provided in the Guisk Inc.'s Customer Service Center located at https://www.Guisk.ca/submitticket.php. The form must be submitted at least 30 days prior to the requested cancellation date. There are no partial refunds or credits for early cancellations. All payments to Guisk Inc. are final and non-refundable.
5.4 Bandwidth Usage - Bandwidth can be purchased in advance (prior to use) at a discounted rate and "banked". Monthly bandwidth usage will be deducted from Customer's "banked bandwidth" on a monthly basis. If all "banked bandwidth" is expended in any given billing period then any additional bandwidth used in that billing period will be billed to Customer at regular rates without further notice to the client.
6. Acceptable Use Policy
Customers shall at all times comply with and help ensure that they and their clients comply with the terms and conditions of the current version of the Acceptable Use Policy/Terms of Service (AUP/TOS) posted at www.Guisk.ca. Customer agrees that Guisk Inc. may amend the terms of the AUP/TOS from time to time by posting a new or different version of the Acceptable Use Policy at www.Guisk.ca. The Customer shall include the terms and conditions set out in the Acceptable Use Policy in an Acceptable Use Policy with its own clients. Violation of the terms set forth in Guisk Inc.'s AUP/TOS will result in an immediate and indefinite suspension of Customer's Services solely at the discretion of Guisk Inc.
7. 99.99% Uptime Guarantee
Guisk Inc. endeavors to provide the most reliable network infrastructure possible to its Customers. To Customers in good financial standing with Guisk Inc. we guarantee that our network is available 99.99% of the time in a given month, excluding scheduled maintenance. The network is defined as core network infrastructure excluding the hardware, services and software running on your server. Network downtime is measured from the moment the Customer notifies a Guisk Inc.'s support representative of a network failure to the time the Network responds to an external "ping" request. Notification of network failure must occur at the time of the outage and not after the fact. If network downtime exceeds .01% in a given month, the Customer will be credited 5% of their monthly hosting fee and an additional 5% for each additional 2 hours of downtime up to 50% of the Customer's monthly hosting fee. Credits shall not be provided to the Customer if network downtime is the result of: a) scheduled maintenance b) circumstances beyond Guisk Inc.'s reasonable control, including, but not limited to: DDOS or other network attacks, upstream or 3rd party network outages, war, fire, flood, sabotage, labor disturbance, acts of government, acts of god or c) breaking this Agreement or Guisk Inc.'s Acceptable Use Policy.
8. Temporary Service Suspension
The Customer agrees that it may be necessary for Guisk Inc. to temporarily suspend Services for technical reasons or to maintain the Guisk Inc.'s Network, the Equipment or any other facilities, the timing of which will be as determined by Guisk Inc. Such suspension of the Services will not be an interruption of the Guisk Inc. Services for the purpose of calculating network availability or the Customer's entitlement to credit for network interruption.
9. Emergency Service Suspension
Guisk Inc. may interrupt the Services at any time for any duration of time, without penalty or liability for any claim by the Customer, where necessary to prevent improper or unlawful use of Guisk Inc.'s Services or network. Solely at Guisk Inc.'s discretion, Customer will be notified or not notified via e-mail of any emergency service suspensions. Such suspension of Services will not be an interruption for the purpose of calculating network availability or the Customer's entitlement to credit for network interruption.
10. Compromised/Hacked Server
A compromised or "hacked" server is a serious threat to our network. Guisk Inc., at its sole discretion, will take any and all measures to prevent a compromised server from doing additional damage to its own system and files or to the rest of the network.
If an Guisk Inc. System Administrator believes a server on our network is compromised, Guisk Inc. will first disconnect server from network and then contact Customer with evidence of "hacked" server.
If Customer believes their system may have been hacked, immediately report the situation to Guisk Inc.'s technical support. Guisk Inc. may implement additional monitoring of your system.
11. Data Backups
Guisk Inc. offers data backup services for your critical data files and Guisk Inc. makes every effort to ensure the reliability of this process. The Customer will hold Guisk Inc. without penalty or liability for any claim resulting from a failed backup and/or restore procedure due to technical issues regarding backups on live servers and the possibility of data corruption on backup and/or restores. Guisk Inc. cannot guarantee any data can be fully restored.
12. Proprietary Rights
The Customer shall not display or make use of any trademark, logo, symbol, coined word(s), or any combination of logo, symbol, trademark and/or coined word(s) without the expressed written consent of Guisk Inc.
13. Termination of Agreement
If Customer breaches any of its obligations under this Agreement or the Acceptable Use Policy (AUP/TOS) then Guisk Inc. may terminate this Agreement at any time and without prior notice.
13.1 Discretionary Suspension or Cancellation of Services - Guisk Inc. reserves the right to refuse, suspend or cancel Services provided to Customer for any reason Guisk Inc. deems necessary or warranted, including but not limited to, abusive or belligerent behavior, excessive administrative issues, and consistent delinquent or late payments. Guisk Inc. may exercise this right at any time without prior warning or further explanation to Customer.
Guisk Inc. is not responsible for any loss of data or downtime resulting from willful, accidental or mistaken disconnection or cancellation of an account.
14. Limitation of Liability
Customer acknowledges and agrees neither Guisk Inc. nor any of its members, shareholders, directors, officers, employees, or representatives will be liable for any special, indirect, consequential, punitive or exemplary damages, or damages (including but not limited to damages for loss of profits or savings, loss of data, or loss of use) in connection with this Agreement. If, despite the foregoing limitations, Guisk Inc. or any of its shareholders, directors, officers, employees or representatives should become liable to Customer or any other person in connection with this agreement for ANY REASON, then the maximum aggregate liability of Guisk Inc., its members, shareholders, directors, officers, employees and representatives for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the claimant or the amount payable by Customer to Guisk Inc. for one month of service under this Agreement.
Customer will indemnify and save harmless Guisk Inc. and its members, shareholders, directors, officers, employees, agents, contractors, and representatives from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded, asserted or claimed against Guisk Inc. or any of its members, shareholders, directors, officers, employees and representatives in connection with Customer's negligence, activities or omissions, or breaches of its obligations under this Agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by Customer.
16. Governing Law
This Agreement shall be interpreted in accordance with and be governed in all respects by the laws of the Province of British Columbia and the laws of Canada applicable therein. The courts of British Columbia shall have non-exclusive jurisdiction to entertain any action or proceeding brought by the parties in connection with this Agreement or any alleged breach of this Agreement. The parties each attorney irrevocably to the jurisdiction of such courts.
17. Customer Acknowledgement
Customer acknowledges that it accepts all risk of any unauthorized or illegal use of the Guisk Inc.'s Network or any inter-connected network by third parties. Guisk Inc. provides no warranties, makes no representations, and accepts no liability for the unauthorized or illegal access or interference with the Customer's server/network.
18. Electronic Commerce
The Customer is solely responsible for all aspects of their online store or e-business. This includes, but is not limited to:
- The accuracy of statements and materials related to your products and/or Services;
- The accurate calculation and application of shipping and sales tax;
- Processing Customer orders, inquiries and complaints;
- Maintaining the confidentiality of Customer's client credit card numbers and private information.
19. IP Address Ownership and Usage
Guisk Inc. assigns IP (Internet Protocol) addresses to Customers for their use. Customers have no right to use Guisk Inc.'s IP addresses not assigned to them, to move IP's between different servers or accounts or in ways not permitted by Guisk Inc. Guisk Inc. maintains ownership of all IP addresses that are assigned to Customers and reserves the right to change or remove them at its sole and absolute discretion. Typically, however, these changes are rare and made only at the request of ARIN or an upstream provider. PLEASE NOTE: The allocation of IP addresses is restricted by the policies of ARIN. These policies dictate that name-based hosting MUST be used whenever possible. Guisk Inc. reserves the right to periodically review IP address usage and revoke authorization to use those IP addresses not being utilized or where name-based hosting could be used.
20. Guisk Inc.'s Administrative Account and Software
For the purposes of Datacenter, Network, Server Maintenance, Inventory and related activities, Guisk Inc.'s staff and management retain the right to administrative access to any and all Dedicated, Virtual Private and Shared Servers on their network. To facilitate this, all Guisk Inc.'s servers may include a Guisk Inc.'s administrative account and/or daemon designed for these purposes. See Acceptable Use Policy (AUP/TOS) for more details.
21. Money Back Guarantee
Guisk Inc. offers a limited Money Back Guarantee to all new clients. The purpose of this guarantee is to allow clients to experience Guisk Inc.'s Services and determine that they meet or exceed industry standards. To this end, if and only if Guisk Inc. has not met industry standards for service performance and reliability during the first 30 days of a new hosting account being online and the client submits a "Money Back Guarantee" Cancellation Request from the Guisk Inc.'s Customer Service Center, Guisk Inc. will refund the client's hosting fees. This refund will NOT include any setup fees, domain fees or hourly support fees paid to Guisk Inc. In all other circumstances moneys paid to Guisk Inc. are final and nonrefundable.