Terms of Service

Our Terms of Service Agreement

This Terms of Service Agreement states the terms and conditions governing the use of the services and materials provided by Guisk.com

This Web Hosting Agreement (this "Agreement") is between Internet Gigabit Exchange (Guisk), a Incorporation formed under the laws of the Province of Ontario with its principal office at Guisk and the person (individual or legal person) whose signs Guisk's service order and set up form (the "Order") incorporating this Agreement by reference ("Customer"). This Agreement governs Customer's use of Guisk Web hosting services (including but not limited to shared hosting, reseller hosting, business hosting, proxy hosting, and enterprise reseller hosting plans.. Please report any known violations to abuse@guisk.com.

Table of Contents

1. Services
2. Terms
3. Payments
4. Law/AUP
5. Customer Information
6. Indemnification
7. Disclaimer of Warranties
8. Limitation of Damages
9. Suspension of Services/Termination
10. Request for Customer Information
11. Back Up Copy
12. Changes to Guisk's Network
13. Notices
14. Force Majeure
15. Governing Law/Disputes
16. Early Cancellations and Requests
17. Resource Usage
18. Back-up
19. Money Back Guarantee
20. Miscellaneous

1. Services

Subject to the terms of this Agreement, and contingent on Customer's satisfaction of Guisk's credit approval requirements, Guisk agrees to provide the web hosting services described in the Order for the fees stated in the Order.

2. Terms

The initial service term of the Agreement shall begin on the date that Guisk generates an e-mail message to Customer announcing the activation of the Customer's account (the "Service Commencement Date") and shall continue for the number of months stated in the Order (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for up to three successive renewal terms of the same length as the Initial Term (each a "Renewal Term") unless Guisk or Customer provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the "Term."

3. Payments

(a) Fees

Fees are payable in advance on the first day of each billing cycle. Customer's billing cycle shall be monthly, quarterly, semi-annually or annually as indicated on the Order, beginning on the Service Commencement Date. Guisk may require payment for the first billing cycle before beginning service. If the Order provides for credit/debit card billing, Customer authorizes Guisk to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the Term of this Agreement; otherwise Guisk will invoice Customer via electronic mail to the Primary Customer Contact listed on the Order. Invoiced fees may be issued on or before the 1st day of each billing cycle, and the fees shall be due on the 7th day following invoice date, but in no event earlier than the first day of each billing cycle. Failure to pay the invoice on or prior the due date will lead the account suspension after 5 days. A late fee will then be added after the 6th day. The account will then automatically be terminated after 30 days of overdue payment in which then all data is wiped. Backups may not be available. For our dedicated server and virtual private server product lines, payments for invoices must be paid on or before the due date. Service is automatically terminated after 1 day of overdue invoice. No data will be saved due to the nature of the service.

Payments must be made in United States dollars. Customer is responsible for providing Guisk with changes to billing information (such as credit card expiration, change in billing address) At its option, Guisk may accrue charges to be made to a credit/debit card until such charges exceed $10.00. Guisk may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. Guisk may suspend the service without notice if payment for the service is overdue. Fees not disputed within sixty (60) days of due date are conclusively deemed accurate. Customer agrees to pay Guisk's reasonable reinstatement fee following a suspension of service for non-payment, and to pay Guisk's reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.

(b) Fee Increases

Guisk may increase its fees for services effective the first day of a Renewal Term by giving notice to Customer of the new fees at least forty five (45) days prior to the beginning of the Renewal Term, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).

(c) Taxes

At Guisk's request Customer shall remit to Guisk all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on Guisk), regardless of whether Guisk fails to collect the tax at the time the related services are provided.

(d) Early Termination

Customer acknowledges that the amount of the fee for the service is based on Customer's agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event Guisk terminates the Agreement for Customer's breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the service other than in accordance with Section 9 (Termination) for Guisk's breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.

4. Law/AUP

Customer agrees to use the service in compliance with applicable law and Guisk's Acceptable Use Policy posted at http://www.Guisk.com/aup.html (the "AUP"), which is hereby incorporated by reference in this Agreement. Customer agrees that Guisk may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer's use of the Services. Amendments to the AUP are effective on the earlier of Guisk's notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with Guisk's reasonable investigation of any suspected violation of the AUP. In the event of a dispute between Guisk and Customer regarding the interpretation of the AUP, Guisk's commercially reasonable interpretation of the AUP shall govern.

5. Customer Information

Customer represents and warrants to Guisk that the information he, she or it has provided and will provide to Guisk for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to Guisk that he or she is at least 18 years of age. Guisk may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer's account until Customer has provided a written notice changing the Primary Customer Contract.

6. Indemnification

Customer agrees to indemnify and hold harmless Guisk, Guisk's affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer's services in violation of applicable law or the AUP by Customer or any person using Customer's log on information, regardless of whether such person has been authorized to use the services by Customer.

7. Disclaimer of Warranties

Guisk DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW Guisk DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS.

8. Limitation of Damages

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF Guisk AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR THREE MONTHS OF SERVICE.

9. Suspension of Services/Termination

(a) Suspension of Service

Customer agrees that Guisk may suspend services to Customer without notice and without liability if: (i) Guisk reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) Guisk reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay Guisk's reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.

(b) Termination

The Agreement may be terminated by Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if Guisk fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer's written notice describing the failure in reasonable detail. The Agreement may be terminated by Guisk prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon ten (10) days notice if Customer is overdue on the payment of any amount due under the Agreement, dedicated server products, virtual private server products are automatically terminated after the due date of the invoice; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within thirty (30) days of a written notice from Guisk describing the violation in reasonable detail; (iii) upon one (1) days notice if Customer's Service is used in violation of a material term of the AUP more than once, or (iv) upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.

10. Request for Customer Information

Customer agrees that Guisk may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer's customers or end users that Guisk believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.

11. Back Up Copy

Customer agrees to maintain a current copy of all content hosted by Guisk notwithstanding any agreement by Guisk to provide back up services.

12. Changes to Guisk's Network

Upgrades and other changes in Guisk's network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer's hosted content and/or applications. Guisk reserves the right to change its network in its commercially reasonable discretion, and Guisk shall not be liable for any resulting harm to Customer.

13. Notices

Notices to Guisk under the Agreement shall be given via electronic mail to the e-mail address posted for customer support on http://www.Guisk.com/support. Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.

14. Force Majeure

Guisk shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Guisk's control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

15. Governing Law/Disputes

The Agreement shall be governed by the laws of the Province of Ontario, exclusive of its choice of law principles, and the laws of Canada, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN ONTARIO, CANADA, AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.

16. Early Cancellations and Requests

All of Guisk's clients are required to submit a cancellation request either through their client portal or directly submitting a ticket or e-mailing the billing department. Cancellations must be made at least 10 days in advance prior to the end of the cycle of the service (whether it be monthly or annually). For example, if your web hosting account is due to end on January 15th, then you must request a cancellation on January 5th or earlier; no later. Invoices are issued to all clients 14 days prior to the due date. If a cancellation request is not properly made before at least 10 days of when the service term ends then you are expected to pay the invoice when due.

17. Resource Usage

No system in the world has unlimited resources, and we expect you to act responsibly when consuming resources on our system. If you consume unnecessary and excessive resources on our system we may suspend your access at any time without prior notice to correct the situation.

Users may NOT initiate the following on our servers:

  • Run any type of interactive real-time chat applications that require server resources. Remotely-hosted services are fully allowed.
  • Run stand-alone, unattended server-side processes at any point in time on the server. This includes any and all daemons, CGI proxy servers (we allow PHP-based proxy scripts under our Proxy Hosting plans only), and anonymizers.

18. Back-up

As the servers are connected to the Internet constantly, the content in the servers are exposed to hacker attacks, viruses and other adverse effects. For these and many other reasons, customers may lose the whole content of their servers. We back-up our servers on a daily basis. Guisk will not be liable for lost data even if backups were created. We will restore your account on your request, however, and we encourage you to generate backups on your own. The backup system is fully automated and there is no way to guarantee that particular file or piece of data will be backed up at the specific time. We do not account for incomplete backups and render no compensation for non-current data contained in the backups. It is highly recommended that you keep local copies of your own back-ups as well. Back-ups can be generated and downloaded through your control panel.

19. Money Back Guarantee

The money back guarantee is good for the amount specified when a request is put in. The request may be denied for one of several reasons including but not limited to, a) high use of the server, b) failure to communicate why a refund is needed, b) if custom work is done for a client, the client can either pay for the hourly rate or we shall hold their funds and not issue a refund.

20. Miscellaneous

Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party's name or trade mark without the other party's prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on Customer's purchase order or other business forms are not binding on Guisk unless they are expressly incorporated into a formal written agreement signed by both parties. A party's failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party's rights with respect to that provision or any other provision of the Agreement. A party's waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without Guisk's prior written consent. Guisk's approval for assignment is contingent on the assignee meeting Guisk's credit approval criteria. Guisk may assign the Agreement in whole or in part.

This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supercedes and replace any prior understanding or communication, written or oral.

Last modified December 15, 2013.