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Terms of Service

Terms of Service

The Terms of Service (“TOS“) is incorporated into the MSA and applicable to ALL services delivered to You.

Orders. When ordering any services to CloudAstrix, You agreed to be bound by all the terms of the MSA, including this ToS. CloudAstrix reserves the right to reject or cancel any of Your placed order at any time, upon at its sole discretion, without any prior notice or justification provided to You, should it be considered by CloudAstrix that Your behaviour and or intended use of CloudAstrix services is not compatible with any CloudAstrix policy or the terms of the MSA.

Monthly Service Fees. Fees for service(s) ordered to CloudAstrix shall be due starting with the date of the initial order. The billing date (hereinafter referred to as the “Anniversary Billing Date“) is set for all services provided in a month are billed in advance of the monthly service cycle and are due on the Anniversary Billing Date of each month.

Minimum Monthly Free. You will not be able to order recurring services if their combined value is lower than twenty five dollars [US$25]. At its sole discretion, CloudAstrix may waive this requirement for special orders or promotions.

Service Upgrades and Additional Services Fees. Upgrades ordered on or after the Anniversary Billing Date will be billed for a full month service and will continue each month on the Anniversary Billing Date. Future charges will appear as full monthly fees added to the invoice on the Anniversary Billing Date.

Hourly Service Fees. For any services offered by CloudAstrix on an hourly basis (“Hourly Services“) such as Support Services, You shall specify the period of time for which the Hourly Services are requested. The minimum period of time for which Hourly Services may be requested is one [1] hour. After the first hour, billing is permitted in thirty [30] minutes increments. Unless otherwise specified in the MSA, You agree to all terms and conditions in MSA, including but not limited to the TOS and the AUP. You will be billed for Hourly Services and receive SLA credits, if applicable, on the Anniversary Billing Date.

One Time Fees. One time fees, such as setup fees, administrative fees, and late fees are due and payable at the time they are incurred, and/or agreed upon in writing or via ticket with CloudAstrix’s approval. One time fees, such as special consulting are due and payable upon an invoice following the billing cycle in which they are incurred, and are based on standard rates, or as otherwise agreed upon in writing or via a support ticket open in CloudAstrix’s Client Area with CloudAstrix’s approval. These fees are non-refundable, including in the event of a dispute.

Taxes. You are responsible for paying all foreign, federal, state, and local sales, use, value added, excise duty and any other taxes assessed with respect to any services provided to You by CloudAstrix, other than those taxes based on CloudAstrix’s net income.

Service Credits. SLA credits will be issued to Your account and shall be used to offset future billable services. SLA credits shall not be issued as cash back to You, nor shall these service credits be transferable to other account holders. SLA credits shall expire if Your account is fully terminated.

Term and Termination. Unless otherwise agreed upon in writing by You and CloudAstrix, You agree to a month-to-month contract term for services. The month-to-month contract for services is automatically renewed each month in perpetuity, subject to written cancellation by You. Please carefully review CloudAstrix’s cancellation policy set forth below. CloudAstrix may terminate this Agreement upon non-payment as set forth below. At its sole discretion, CloudAstrix may terminate this Agreement if You violate any terms and conditions of CloudAstrix’s AUP.

Cancellation. CloudAstrix requires a written cancellation notice via the Client Area portal, a minimum of forty-eight [48] hours prior to 00:00:00 GMT on the Anniversary Billing Date for discontinuance of month-to-month services. Failure to supply the requisite forty-eight [48] hours written notice of cancellation will result in a full billable monthly cycle prior to cancellation. Any server cancellation prior to the minimum deadline will remain online until the automated process reclaims your service on the Anniversary Billing Date. Notice of written cancellation is required through the online Client Area. Unless otherwise required by law, all Your post-cancellation date remaining data will be destroyed for security and privacy reasons.

Refunds & Disputes. All services rendered by CloudAstrix are non-refundable. This includes, but is not limited to: setup fees, one time fees, monthly service fees, upgrade fees, additional service fees, technical support fees, administrative fees, and late fees. You agree not to chargeback any credit card/debit card/PayPal payments for rendered services. A chargeback of payment for rendered services will result in an additional charge of two hundred dollars [$200] and will be subject to collection by an authorized collection agency. You are responsible for any fees and costs (including, but not limited to, reasonable attorneys’ fees, court costs, and collection agency fees) incurred by CloudAstrix in enforcing collection.

Billing Disputes. CloudAstrix’s invoices are deemed accepted, if not contested via e-mail within thirty [30] days after invoice receipt date by e-mail. Billing claims should be sent to the following address: info@cloudastrix.com. You must notify CloudAstrix via e-mail of any disputed amount of an invoice within thirty [30] days of the date of the invoice is received. After the elapse of the above mentioned thirty [30] days, You cannot dispute the invoice anymore.

Non-Payment. All payments are due in full on the due date stated on the invoice issued on the Anniversary Billing Date (“Invoice Due Date“). Failure to remit payment for services on the Invoice Due Date is a violation of the TOS. Failure to remit payment for seven [7] consecutive days as of the Invoice Due Date (including the Invoice Due Date), shall result in the automatic termination of the services provided to You by CloudAstrix. A late fee of 0.5% per day of the invoice amount will be incurred for failure to remit payment for services on or before the monthly Invoice Due Date. This late fee will be asserted starting with the first day after the Invoice Due Date and shall be calculated until the invoice is paid in full. Unless otherwise required by law, all Your data subject to termination will be destroyed for security and privacy reasons.

Invoicing. CloudAstrix is responsible for invoicing You for the Service(s) ordered to CloudAstrix in accordance with the terms stated herein. In case CloudAstrix granted You the right to sublicense and distribute the Software, You are entirely responsible for invoicing your clients and You should indemnify and hold CloudAstrix harmless against any third-party claim related to the invoicing.

Data. CloudAstrix hosts data with hosting service providers in numerous countries including the United States. CloudAstrix agrees to use its best efforts and commercially reasonable best practices when deploying services related to data integrity, backup, security, and retention. These services include, but are not limited to: hard drive storage, raid hard drive arrays, network attached storage, storage area networks, Client Area information, Support Zone information, and other systems involving customer data. While we take reasonable efforts to guard Your Personal Information and Your data, no security system is impenetrable and due to the inherent nature of the Internet as an open global communications vehicle, CloudAstrix cannot guarantee that information, during transmission through the Internet or while stored on our systems or otherwise in our care, will be absolutely safe from intrusion by others, such as hackers. In addition, we cannot guarantee that any passively-collected Personal Information you choose to store in Websites are maintained at levels of protection to meet specific needs or obligations You may have relating to that information. You assume ultimate responsibility for data integrity, retention, security, backup, ownership, and legal right of their use and processing. In the event that CloudAstrix handles Your data, CloudAstrix will act in accordance with PCI guidelines to ensure that data is securely handled.

Data Ownership. You own Your data. Your data will be permanently deleted by CloudAstrix after You cancel the Service or stop paying to use the Service and the Service is canceled automatically, as per articles Cancellation and Non-Payment above.

Data Control. You control Your data at any time during this Agreement. You control who has access to Your data. You should be aware that Your account manager may be able to:

access information in and about your CloudAstrix Client Area account;

disclose, restrict, or access information that You have provided or that is made available to You when using the Client Area account, including CloudAstrix Software licenses, Services and Your data;

control how Your Client Area account, including CloudAstrix Software licenses, Services and Your data may be accessed or terminated.

You should be aware that Your system administrator that manages CloudAstrix Services may be able to:

disclose, restrict, or access information that You have provided or that is made available to You when using the Services and Your data;

control how the Services provided to You and Your data may be accessed or deleted.

 

Use of Your Name. You agree that CloudAstrix may use Your name and may disclose that You are a customer of CloudAstrix in advertising, press, promotion, and similar public disclosures upon Your prior written consent (such consent ought not be unreasonably withheld or delayed). You also hereby grant CloudAstrix a non-exclusive license during the Term of this Agreement to list Your name and display Your logo in the “partner”, “customer” or similar section of the CloudAstrix website. CloudAstrix may also publicly issue and distribute a “case study” relating to CloudAstrix services performed on Your behalf, provided that it first obtains Your written consent (such consent ought not be unreasonably withheld or delayed). You agree to act as a “reference account” with respect to CloudAstrix marketing and promotional initiatives.

Trademarks. You may use CloudAstrix’s marks only on or in connection with Your use of the services provided by CloudAstrix to You. You shall:

only use marks in the form and manner, and in accordance with the quality standards that CloudAstrix prescribes (and may change from time to time)

upon termination of this Agreement for any reason, immediately cease all use of the marks. All goodwill associated with the marks and Your use of such marks shall inure to CloudAstrix. You will not use, register or attempt to register, or take other action with respect to any name, logo, trademark, service mark, or other identifier used anywhere in the world by CloudAstrix (or a mark confusingly similar thereto), except to the extent authorized in writing in advance by CloudAstrix.

Permitted Use. By accepting the MSA, You agree to use CloudAstrix’s services solely for their intended purposes (“Permitted Use“). If You violate or exceed the Permitted Use, CloudAstrix reserves the right to immediately terminate Your account and will pursue any and all legal remedies available.

Laws. The laws of the State of Delaware govern any action related to this Agreement. The laws of any other jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of or dispute under the Agreement. To the maximum extent permitted by law, You hereby consent to the jurisdiction and venue of the courts located within the Commonwealth of Delaware, United States of America, and waive any objections to the jurisdiction or venue of such courts.

Indemnification. You will, at your own expense, indemnify and hold CloudAstrix and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgment, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims“), arising out of any use of the Software and services provided to You by CloudAstrix, any party related to You, or any party acting upon Your authorization in a manner that is not expressly authorized by this Agreement.

LIMITATION OF LIABILITY. THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL CLOUDASTRIX BE LIABLE FOR ANY COSTS OF SUBSTITUTE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION), OR SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE CLOUDASTRIX SERVICES OR SOFTWARE, EVEN IF CLOUDASTRIX  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, CLOUDASTRIX ‘S ENTIRE LIABILITY ARISING OUT OF OR IN RELATION TO THIS AGREEMENT AND THE SOFTWARE AND SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID TO CLOUDASTRIX BY YOU UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. YOU AGREE TO HOLD CLOUDASTRIX HARMLESS FROM AND YOU AGREE NOT TO SUE CLOUDASTRIX FOR ANY CLAIMS BASED ON USING CLOUDASTRIX SERVICES, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

Legal Compliance. You represent and warrant that You have full authority and power to execute this Agreement on your own account or on behalf of the company You represent, if any. Additionally, You warrant that You are at least eighteen [18] years of age or older and You are not otherwise legally incapacitated to execute this Agreement.

Electronic Signature. Acceptance by You of the MSA incorporating the TOS, EULA, AUP, SSA, SLA, and PA and acquisition of the services provided to You by CloudAstrix hereby initiates billable services and is deemed complete by agreement to the terms of the MSA as described on the online signup form(s) and completion of the ordering process.