The purpose of this document ("Terms and Conditions") is to set forth the terms and conditions of the services offered by Adistec Corp. and its subsidiaries or affiliates (collectively referred to as "Provider") and which the purchaser of the service
accepts (hereinafter "Client").
Such terms and conditions govern the rights and obligations, as well as govern the relationship between both parties. They also define the services provided by the Provider. The general and/or specific terms and conditions in this document also extend
to users of the service who access it on behalf of the Client.
By accessing our website or using our services, Client agrees and accepts the conditions informed in these Terms and Conditions. If you do not wish to be bound by these Terms and Conditions, you should not access, subscribe to or otherwise use the Data
Centre, the Network or the Services offered by the Provider.
Provider reserves the right to modify these Terms and Conditions at any time in its sole discretion and is only obliged to publish them on its web site.
Definitions
vPOD: a limited amount of virtual computer resources within a platform owned by the Provider and the associated software licenses.
Services: Temporary lease or rental of IT resources under vPOD
Period of Change: grace period to be understood in accordance to clause 3.
Description of the contracted service
The service consists of the rental of vPODs that the Client through the Internet accesses to the collectively referred to as "services", which is either one or more of the contracted resources for a defined period of time on a daily basis.
The Client agrees to be aware of the technical and component characteristics of the vPODs offered by the Provider, as well as the scope of the courses where they are to be used and their distribution by users.
Duration
The lease period begins at 00:00:00 (GTM -5) of the requested start date and ends at 23:59:59 (GTM -5) of the indicated end date.
Availability
The Provider does not guarantee under any circumstances the availability of resources necessary to provide the services required in advance.
Confirmation of the reservation
The contracted services are not considered reserved or confirmed until the corresponding invoice is issued. With the emission of the invoice, the services requested are considered confirmed, ensuring the supplier in this situation
the necessary resources to provide the contracted service.
Period of Change
The Provider gives the Client a window of time called "Period of Change" that starts from the moment that the reservation of the service is confirmed and ends three (03) days before the date of use of the contracted service for changes or cancellations
to the contracted services.
Changes in the contracted services
The Provider gives the Client the right to make changes in the number of vPODs (either increasing or decreasing the amount) or in the start date, within the Change Period without this generating a penalty or additional cost for the management
of the changes.
If the change made determines that the amount to be paid for the vPOD rental service is less than the original amount and the Client has already paid, the Provider agrees to refund the difference through a credit note, bank transfer or credit
card refund at the Provider's discretion.
In the event that the modification involves an amount greater than the original, the Provider will proceed to issue the corresponding invoices for the underlying difference.
Changes outside the Period of Change
The Provider does not accept changes to contracted services outside the grace period (see clause 2) and reserves the right to issue an invoice for the full amount of services requested.
Terms of cancellation
The Client can request the cancellation of the contracted services within the Change Period at no additional cost.
If the cancellation is made outside this period, the Provider reserves the right to issue an invoice for all the services requested.
Use of the services
The Client will be responsible for identifying, authenticating, and approving access to the services by users accessing their name, as well as controlling unauthorized access by users and maintaining the confidentiality of usernames, passwords,
and account information.
Client acknowledges that it is its sole responsibility to maintain and safeguard the credentials of the access accounts provided to vPODS properly and securely. Third party access to its resources and misuse of credentials is not the responsibility
of the Provider. The Provider is not responsible for the security of the credentials, or their custody and the Client may be fined in case of failure to comply with the custody of the credentials and validation of the users accessing the platform.
Client Restrictions
The Client or users accessing their name must use the services provided for the purpose for which they were hired, and the following activities are prohibited (including but not limited to):
The publication or disclosure of program serial numbers or any other content that violates the intellectual or industrial property rights of third parties.
The collection, use, publication and/or transmission of personal data without the express consent of the user or in contravention of domestic or international legal provisions.
The practice of spamming (sending of massive unwanted mail, of commercial type or of any nature) as well as mail bombing (sending of messages of great size or in considerable number with the purpose of blocking a server).
The improper use of assigned IP addresses (private and/or public).
Making connections to a third party's computer, preventing it from working properly
Creating, transmitting, or publishing malicious software or creating a situation where such software can be downloaded by third parties.
Performing or disseminating benchmark or performance tests of services provided by the Provider
Perform or disseminate any of the following security tests within the infrastructure provided by the Provider or any associated infrastructure: network discovery, port and service identification, vulnerability scanning, password decryption,
remote access test, or penetration test
Any activity or conduct that may violate applicable laws, codes, or regulations, including data protection and privacy laws and laws regarding unsolicited commercial e-mail.
Violation of intellectual property rights or other proprietary rights, including, without limitation, material protected by copyright, trademark, patent, trade secret or other intellectual property rights. Infringement may result from
the unauthorized copying, distribution and/or publication of images, logos, software, articles, musical works and videos.
Unauthorized access to or use of data, systems, or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization from the
owner of the system or network.
The intentional, knowing, or reckless introduction of any virus or other contaminating code into Provider's infrastructure.
Collecting or using information, including e-mail addresses, screen names, or other identifiers, by deception (such as but not limited to phishing, Internet scams, password theft, spidering, and harvesting) or in a fraudulent manner.
Export Violations: Including and not limited to violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce. The Services may not be used by any person, organization,
firm or any other legal entity or unincorporated entity, including any affiliate or group company, which is involved or suspected of being involved in activities or causes related to: illegal gambling; terrorism; drug trafficking;
arms trafficking or proliferation; the development, design, manufacture, production, stockpiling or use of nuclear, chemical, or biological weapons and weapons of mass destruction.
Any conduct that may result in attack or retaliation against the Provider's infrastructure, network or services.
Conduct of denial of service (DoS) or similar attacks against third parties.
Any activity designed to retain or disguise identity or contact information, including the omission, deletion, falsification or misrepresentation of any transmission or identification information, such as return mail and IP addresses.
Any action that directly or indirectly results in any of our IP space being listed in any abuse database.
Posting, transmitting, or storing any content or links to any content that is excessively violent, incites violence, threatens violence, contains harassing content or hate speech, creates a risk to a person's safety or health, child pornography,
non-consensual sexual acts or otherwise illegally exploits people under the age of 18, interferes with an investigation by the police.
The Client agrees to defend and indemnify the supplier against any claims arising from a violation of its obligations under this clause.
Violation of the terms of services
In the event that the client or the users accessing on their behalf, execute actions of any kind that violate the present terms and conditions of the service provided by the Provider, with special emphasis on the prohibitions of clause 7 “Client
Restrictions” on page>3; the Provider reserves the right to perform any action or activity that in its sole judgment and sole discretion will be necessary to guarantee its infrastructure and the services provided including (but not limited to) disconnecting the client or the users accessing on their behalf from the Provider's platform and even limiting or preventing their access.
Under this breach, the customer or users accessing on their behalf shall not be entitled to any refund or compensation of any kind, either for the missing contracted time or for the time consumed of the total contracted time.
The Provider reserves the right to take any legal action it deems appropriate against the Client or users accessing on its behalf without distinction, to recover financial compensation for (but not limited to) lost profits, expenses incurred
in remedial action for the breach or any other damages arising from the breach.
The Provider is in no way obliged under any circumstances to provide evidence of any kind to substantiate the suspected violation of the Terms of Use and merely by the mere justified presumption has the right to enforce the actions described
in this clause.
Client's Responsibilities
The Client shall cooperate with the Provider as reasonably necessary for the provision of the Provider's services in a timely manner.
The Client is responsible for ensuring that the Internet connection used by the users is adequate for proper access and minimum acceptable performance of the contracted resources.
Client shall defend and indemnify Provider against any cause of action, suit, or proceeding brought by a third party alleging an infringement of intellectual property rights or licensing to the detriment of Provider caused by Client's infringement
of such rights.
On the Client's information
The Provider will not assume any responsibility for the personal information, data, settings or any other resources that the Client stored in the resources provided by the Provider and thus the Client is solely responsible for such information
or data.
The Provider is not responsible in any circumstance to make backups of the information that the users may have stored in the resources used to provide the contracted service.
About users
Client is responsible for violations of the Terms and Conditions by anyone using the Provider's contracted services on its behalf or with its permission, as well as in an unauthorized manner because of its failure to use reasonable security
precautions. The Client must make all reasonable efforts to ensure that its users will use it in a reasonable manner in accordance with the purpose for which it was contracted.
Termination of Services
Once the rental period is over, the Provider will proceed to deactivate the access and delete all the information contained in the resources used to provide the contracted service. Under no circumstances will the Client or its users be able to
request or demand the persistence of the data once the rental period has ended.
The Provider reserves the right to suspend or prematurely terminate the service contract when a violation of these Terms and Conditions is determined, even if such violation is made without the Client's authorization by a user or if the Client
involuntarily commits, for example (but not limited to) a Trojan horse or a virus or similar.
Limitations of liability
The limitations of liability in this section shall apply to any damages, however caused, and on any theory of liability, whether for breach of contract, tort (including, but not limited to, negligence), or otherwise, and notwithstanding anything
in this agreement to the contrary or the failure of essential purpose of any limitation of liability or limited remedy. The limitations of liability in this section shall also apply to any liability of directors, officers, employees, agents,
and suppliers.
The liability of the Provider is limited to the efficient satisfaction of the services contracted for by the Client. However, there is no guarantee of uninterrupted performance of the contracted services and the Provider will not be liable to
the Client or any third party for loss of profits caused by the inability to use such services.
The total responsibility of the (if duly proven) for any concept will in no case exceed the amount indicated in the invoice corresponding to the contracted services (including but not limited to all cases of contractual responsibility, non-contractual
responsibility, civil and commercial responsibility, penalties, breaches of guarantees, third party claims or others), this amount will operate as the maximum limit of the Provider's responsibility for any concept.
In no case will the Provider be responsible for loss of profit, loss of earnings, loss or inaccuracy of data, loss of funds in money and/or stored values, which the Client and/or third parties may suffer, or for any type of damages that arise
directly or indirectly as a consequence of any failure to comply with the services offered by the Provider, whether such failures are due to fortuitous cases or force majeure or are attributable to the Provider.
The Provider is not responsible for the data stored by the Client, nor for the type of information, the purpose of this, the use or possible use.
Compensation
Client agrees to indemnify, defend and hold harmless Provider, its officers, directors, employees, agents, shareholders, licensors and suppliers from and against all claims, liabilities, losses, expenses, damages and costs, including reasonable
attorneys' fees arising out of (but not limited to) any violation of these Terms and Conditions, any violation of any right of any violation of applicable law; information or content that is submitted, posted, transmitted, or made available
through Provider's infrastructure whether such violations or situations are caused by Client or users using Client's contracted services.
Other Provisions
If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions of these Terms and Conditions shall remain in full force and effect and such provision shall be replaced by a provision that is consistent
with the purpose and intent of these Terms and Conditions.
Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that the delay or failure is caused by events beyond the reasonable control of both parties. Force Majeure shall
mean any events including, without limitation natural disasters, fire, flood, hurricane, earthquake, acts of God, explosions, sabotage, boycotts, disruptions of transportation facilities, inability to obtain supplies or materials,
acts of government or judicial action, labor disputes, strikes, epidemic, pandemic, civil disturbance, or by civil or military authorities securing materials or means of transportation, or power disruptions. Each Party, as applicable,
shall give the other Party notice of its inability to perform, describing the cause of the inability, within a reasonable time.
In a situation of Force Majeure, the Client may request the cancellation of the contracted services (either in advance or within the period of performance of the service) without the obligation to pay any penalty, only being obliged to
pay for the amount of vPODs during the period of time actually consumed.
The Provider can cancel the performance of the contracted services in a situation of Force Majeure, either in an anticipated, total or partial way within the period of time contracted.
In the event of a total or partial cancellation due to Force Majeure, the Provider agrees to return the corresponding amount by means of a credit note, bank transfer or credit card restitution at the Provider's discretion; if it is a total
cancellation, the total amount of the service will be reimbursed and if it is partial, it will be prorated based on the amount of vPODs per day remaining to be delivered in order to calculate the reimbursement.
Property
The Provider owns all rights, titles and interests in the final products, including all intellectual property rights therein.
Audit
The Provider may audit the Client's use of the Services (e.g., by means of software tools) to assess whether the Client's use of the Services is in accordance with the Terms and Conditions. In addition, the Provider is legally obliged
to allow any relevant authority to inspect its content or traffic.
Therefore, the Client accepts this possibility of audit when using the service. The Provider, whenever possible and without violating any legal or regulatory requirements, agrees to provide reasonable prior notice of such review.
The Provider shall not be obliged to monitor or exercise any editorial control over any material stored, copied or communicated using our services or infrastructure, but reserves the right to do so. In the event that Provider determines
that such material may violate the Terms and Conditions and/or expose you to civil or criminal liability including (but not limited to) the Digital Millennium Copyright Act (DMCA), it reserves the right to block access to such material
and suspend or terminate service without any rights to you or your client.
The Provider has the right to report without prior notice to the appropriate authorities any conduct by you that we believe violates applicable law and to provide any information we have about you, your users, or your traffic and to
cooperate in response to a formal request by a law enforcement or regulatory agency investigating such activity, or in response to a formal request in a civil action that meets the requirements for such a request.
Jurisdiction
The Terms and Conditions shall be governed by and construed under the laws of the State of Florida, USA without regard to its conflict of laws principles.
The Client is responsible for ensuring that his/her conduct is always in compliance with all applicable laws, rules and regulations.