MassiveGRID Terms of Service
Last Modified: April 20th, 2018
If you are accessing MassiveGRID indirectly, through a reseller who directly accesses MassiveGRID’s Infrastructure, Platforms & Services, then these Terms of Service are not applicable to you. You should contact MassiveGRID’s Reseller directly and ask for the relevant Terms of Service from them. MassiveGRID is not responsible for any Terms of Service offered by their Resellers.
MassiveGRID Service Agreement
This MassiveGRID Service Agreement (from now on, “Agreement”) is made and entered into effect between MassiveGRID and the other party (from now on, “Customer”) agreeing to all parts of this document. (MassiveGRID means MassiveGRID Ltd, Company Number: 10200892. With registered offices at 15 Beaufort Court Admirals Way, Docklands, London, E14 9XL, United Kingdom)
This Agreement becomes effective the date the Customer agrees to buy any MassiveGRID’s Service, either a Service from MassiveGRID’s web-page www.massivegrid.com, or a customized Service, which has been offered to them through a MassiveGRID proposal. By agreeing to a MassiveGRID Service, the Customer states that has read and understood all terms presented, and has legal authority to commit to all of them for the specific period of time this Agreement is effective. If you do not understand any of those terms, you should not buy a Service until you ask for clarifications directly from MassiveGRID. A hard-copy of this Agreement can be sent to the Customer, by sending a relevant request to email@example.com.
During the duration of this Agreement, the Customer is allowed to use the offered Services as they are, integrate the Services into Applications, and/or use any Software that is being offered as part of the Service, or any Software that they have legally acquired from another provider. In any case, any Software used on Services, Applications or Projects, run on MassiveGRID’s infrastructure, shall follow the terms and conditions foreseen in the relevant license agreement issued by the relevant Associate.
By no means, the Customer is allowed to sublease and/or transfer any rights, unless it is foreseen under the relevant section of this Agreement. The Customer will be able to access and administer the Services offered by this Agreement through a customer-centric Admin Console.
MassiveGRID has implemented at least industry standard security systems and confidentiality procedures to: (a) ensure, (b) protect against anticipated threats or hazards to the security and integrity, (c) protect against unauthorized access to, or use of, a Customer’s Application, Project and Data. In any case, MassiveGRID is able to offer, upon Customer’s request, an enhanced security proposal, tailor-made to customer’s needs, in case the Customer deems it necessary.
MassiveGRID shall only change Security & Customer’s Data Processing Terms, when such a change is required, in order to comply to any Law, Regulation, Direction, Court Order, Decision, Ruling or Guidance issued by a relevant Governmental Body. In any case, such a change shall be commercially meaningful, shall not impose any negative material impact on Customer’s rights, and shall not degrade overall Service’s security. In case such a change occurs, it shall be immediately depicted as a modification to this Agreement in the relevant URL.
Only on specific MassiveGRID Service & Support packages, a Customer may be eligible to select where certain Customer Data will be stored from the available locations where MassiveGRID maintains its facilities, and MassiveGRID will store it there accordingly. Otherwise, Customer Data will be stored in only one location, even if these are replicated for redundancy purposes. In case a Customer needs to keep the data in different locations for disaster recovery purposes, it needs to be explicitly stated and asked from MassiveGRID, and MassiveGRID shall propose a different Service and/or Support package to the Customer, in order to meet the request.
MassiveGRID may be able to occasionally add new tools, functionalities, features, applications and/or services, to Services, without any prior notification to the Customer. The above, plus any additional modification to any Service shall be considered an update, which might occasionally occur, driven only by MassiveGRID’s effort to enhance service quality, customer experience and satisfaction. In any case, all these new additions and updates shall be fully documented and available to the Customer, upon request.
MassiveGRID has the right to occasionally modify any terms set in this Agreement. Unless otherwise stated, such modifications to the Agreement shall become effective 30 days after their publication to MassiveGRID’s relevant URL. Any functionality-related modifications shall become effective immediately. In case a Customer does not agree to the revised Agreement, they should stop using MassiveGRID’s Services immediately and officially inform MassiveGRID accordingly. Any modifications to this Agreement will be depicted in a revised Agreement, posted in the relevant URL.
MassiveGRID’s Services are offered on a monthly-basis period, with different minimum duration, depending on the requested Service. For example, off-the-shelf Services under Dedicated Servers or Private Clouds section, have a minimum duration of one (1) month. Services under Infrastructure Services or Services that are offered through a MassiveGRID proposal as a customized solution, have a minimum duration of twelve (12) months. For more detailed information please visit MassiveGRID’s web-site. The Billing Cycle of the Service is one month. Depending on the selected Service, a Customer might need to pay in advance a Fee corresponding to more than one Billing Cycle (i.e.quarterly). This is applicable to Infrastructure Services or Services that are offered as a customized solution to the Customer. The Customer shall pay the applicable Fee, in order to be able to use the Services. The Fee is communicated to the Customer by issuing an electronic bill, which includes all charges relevant to the Service. It shall then be paid by the Customer, at the latest on the due date stated in the bill. MassiveGRID has no obligation to provide multiple bills to a Customer, by fragmenting the total cost. Some MassiveGRID services are offered to a Customer with a specific free-of-charge threshold, over which the service is charged extra, according to the price-lists available on the MassiveGRID web-site. To this extent, in case a Customer exceeds this threshold, any charges corresponding to over-the threshold usage of a Service shall be charged on the Customer’s next Billing Cycle. In case a Customer ordered any additional Services during a Billing Cycle, all relevant charges will appear on the Customer's next electronic bill. The Customer is responsible for all charges in accordance to the payment terms applicable to the Fees. MassiveGRID’s measurement systems & mechanisms are 100% accurate and all Customer’s usage measurements are considered final.
For Services offered on a monthly-basis period, a Customer has the right to cancel them at any time. However, even though no refund is offered in any kind of form (service credit, money, etc) for the unused remaining time, the Customer maintains their right to use these Services for the remaining paid period, after which, the Service is terminated. The only exception that applies, and a Customer is entitled to a refund in the form of money-back, is when the request is formally placed within the first 15 days of the first month of Service activation. In such a case, the money is refunded in full and the Service is terminated immediately. No refund in any kind of form (money-back, credit, etc) is offered to Customers who activated such Services and did not use them. Customers of such Services are eligible for Service Upgrade at any time. Service Downgrade is also allowed at the end of each paid Billing Cycle.
For Services offered through a proposal as a customized solution, and have a minimum duration of twelve (12) months, no refund is offered in any kind of form, unless it is explicitly stated in the proposal and/or signed contract. Service Upgrade/Downgrade for such cases is also subject to Proposal/Contract terms.
In the event of a Chargeback request from any of our associated financial institutions for unauthorized charge, MassiveGRID shall suspend the relevant account and contact the Customer associated with this unauthorized charge immediately for clarification and further documentation validation. If the Customer does not provide valid explanations and/or such documentation within 24 hours of MassiveGRID’s request, or the provided documentation which is directly forwarded to the relevant financial institution is rejected, MassiveGRID shall terminate the Service immediately and shall return the associated charged amount to the Chargeback initiator.
MassiveGRID does not store credit card details nor shares customer details with any 3rd parties.
The Customer is responsible for the payment of any Taxes that are associated with the Services. MassiveGRID shall invoice the Customer with all relevant Taxes, unless the Customer provides in advance an official tax exemption certificate by the relevant tax authority, before MassiveGRID issues a bill. In some cases, sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If a Customer is required by law to withhold any Taxes from its payments, an official tax receipt or other appropriate official documentation to support such withholding. In any case, MassiveGRID shall evaluate and approve such documentation, before agreeing on a tax exemption, or tax collection request.
A Customer is obliged to proceed to an official claim related to any disputed Fees within a time period of 30 days from the moment the Bill has been issued. If this 30-day period elapses, the Customer waives all relevant claims. Any Refund is at MassiveGRID’s discretion and can be only offered in the form of Service credit for a future billing cycle.
In case a Customer does not pay their bill by the stated due date, MassiveGRID considers this payment as late/overdue. In such a case, MassiveGRID reserves the right to suspend the Customer’s Account, for any late payments. In such a case, MassiveGRID is entitled to claim an activation fee which equals to an additional 10% of the total overdue bill, in order to re-activate a suspended Customer Account. Furthermore, MassiveGRID reserves the right to terminate a Customer’s Account, in case a Customer with a suspended Account does not pay the total overdue payments within 10 days of the Customer’s Account suspension. Termination of a Customer’s Account means that the Customer loses all the Customer Data associated with this Account, even if they agree to pay and reactivate their Account.
The Customer is the sole responsible for their Applications, Projects, and Customer Data and for making sure these comply to any applicable law (such as, Security, Privacy, Data Protection, Copyright infringement, etc). The Customer is also responsible to ensure that all their End Users are also compliant to all the Terms of this Agreement.
The Customer commits that they will do whatever is necessary, either themselves, or through third-parties:
- Not to copy, modify, reverse-engineer, decompile translate, disassemble and/or extract partly or in full the source code of any of the offered MassiveGRID Services.
- Not to use MassiveGRID’s Services for High Risk Activities. (Services for High Risk Activities can be offered by MassiveGRID under the scope of a different Agreement).
- Not to involve MassiveGRID Services, Platforms and Infrastructure in any illegal operation, or in any operations leading to illegal actions.
- Not to use Services for any unlawful, invasive, infringing, defamatory or fraudulent purpose (including but not limited to phishing, creating a pyramid scheme or mirroring a website etc).
- Not to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature.
- Not to disable, degrade, interfere with or circumvent any aspect of the Services. Especially, for MassiveGRID PaaS offerings in our shared infrastructure, mining, or any actions similar or related to mining are significantly affecting and degrading service offering and are considered as abuse action.
- Not to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising campaigns or other solicitations (“spam”).
- Not to use the Services, or any interfaces provided with the Services, to access any other MassiveGRID product or service in a manner that violates the terms of this Agreement.
Nevertheless, MassiveGRID can commit in serving Customers for High Risk Activities, provided that a customized solution, based on Customer’s specific business requirements is submitted by MassiveGRID and the Customer accepts it. In any case, any Services for High Risk Activities is under the scope of a customized solution & offer, in which different terms will be agreed, over and above the terms of this Agreement.
Any actions, leading to any of the above-mentioned events, shall be communicated to MassiveGRID, by sending all relevant information to firstname.lastname@example.org. MassiveGRID will take all necessary actions to terminate any non-compliances to this Agreement. In case a Customer becomes aware that an Application and/or a Project violates any of the above, they shall immediately stop the cause of the violation, by suspending the operation of any of those Applications and/or Projects and/or removing the relevant Customer Data. In case MassiveGRID becomes aware of this, they might request from the Customer to do so too. If no action is taken within 24 hours (specifically for Spam violations, this time period is 4 hours, instead of 24 hours), MassiveGRID shall disable the relevant Project and/or Application and/or disable the relevant Account, until such violation is corrected by the Customer. In case a Customer violates any of the above for a second time, without the intention to comply to the terms of this Agreement, it is at MassiveGRID’s discretion to decide whether to reactivate the Customer’s Service, and/or Application, and/or Project, or proceed to the termination of the Agreement for Breach.
MassiveGRID cannot determine whether something is being used or distributed legally in terms of Intellectual Property Rights legislation and cannot be held responsible for their Customer actions. MassiveGRID shall respond to any notices of alleged copyright infringement and has the power to suspend and/or terminate any Customer’s Account in case of Intellectual Property Rights Infringement.
MassiveGRID has the right to suspend an Application, Project and/or Account, in case of an Emergency Security Issue. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or resolve the Emergency Security Issue. If MassiveGRID suspends an Application, Project, or the Account, for any reason, without prior notice to Customer, at Customer’s request, MassiveGRID will provide Customer the reason for the suspension as soon as this is reasonably possible.
MassiveGRID shall provide Documentation related to the Services offered, for Customer use. In the Documentation, restrictions may apply on how Applications shall be developed, or how the Services may be used by the Customer. All these restrictions must be followed and respected by the Customer.
MassiveGRID shall not use Customer Data, except to the extent necessary, in order to provide the Services offered to the Customer.
Any Customer Feedback related to MassiveGRID Service, shall be used by MassiveGRID without any other obligation to the Customer, who assigns to MassiveGRID all rights in that Feedback.
A Customer owns all Intellectual Property Rights related to their Customer Data, and (if applicable), to the Projects and Applications. Intellectual Property Rights in the Services and Software offered to Customers by MassiveGRID might be owned either by MassiveGRID or a third-party, or by a MassiveGRID Associate or Affiliate.
Both parties will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to be aware of it and have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. Both Parties will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while taking all reasonable actions to keep it confidential. To this extent, any provision to the contrary of this Agreement, both parties may also disclose Confidential Information to the extent required by applicable Legal Process; provided that they use commercially reasonable efforts to: (a) promptly notify the other party of such disclosure, before disclosing; and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Based on the above, (a) and (b) will not apply if the other party determines that complying with (a) and (b) could: (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; and/or (iii) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users’ use of the Services.
Customer is responsible for technical support of its Applications and/or Projects and/or Customer Data. Customer has Technical Support for their Service, through the basic Support Package included in their service, namely Essential Support. This Support package is offered with no additional charge. All other additional Technical Support Packages (from now on Support) are subject to additional recurring monthly Fees. A number of these Support packages include a minimum fixed recurring fee, plus a variable recurring fee, depending on the Customer’s Service(s). The Customer might choose to upgrade their Support package, by choosing any of them, as long as the chosen one is eligible for their Service. Depending on the Support package, there are different support levels, response and engagement times. Sys-Admin Support fair-use policy also applies to some Support packages, which is only foreseen as a means of protection against customer abuse and not as a means of customer support refusal. In case a customer systematically exceeds the monthly SysAdmin fair-Use Policy, then MassiveGRID has the right to make use of this policy. Support package features, response time and fees are depicted in the relevant Support URL.
This Agreement will begin on the agreed Effective Date and will continue to be valid until it is terminated. This Agreement can be terminated for the following reasons:
- Termination for breach: Either party may terminate this Agreement for reasons of breach, as follows: (a) the other party is in material breach of the Agreement and fails to cure that breach within ten (10) days after receipt of written notice; (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within fifteen (15) days; or (c) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches. In addition, MassiveGRID may terminate any, all, or any portion of the Services or Projects, if Customer meets any of the above conditions.
- Termination for Convenience. Customer may stop using the Services. Customer may terminate this Agreement for its convenience upon prior written notice, and upon termination they must cease use of the applicable Services. MassiveGRID may also terminate this Agreement for its convenience at any time without liability to Customer.
- Effect of Termination. If the Agreement is terminated, then: (a) the rights granted by one party to the other will immediately cease; (b) all Fees owed by Customer to MassiveGRID are immediately due upon receipt of the final electronic bill. On the final electronic bill, all current and future outstanding Billing Cycles will be charged, in order for the Customer to comply to the minimum duration corresponding to their Service; (c) Customer will delete the Software, any Application, Project, and any Customer Data; and (d) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.
Customer who wants to publicly state that is using MassiveGRID’s Services must obtain written permission from MassiveGRID, by sending in writting the relevant request. MassiveGRID may include Customer’s name or Brand Features in a list of MassiveGRID customers, online or in promotional materials. MassiveGRID may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement.
Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) they will comply with all laws and regulations applicable to its provision, or use, of the Services accordingly. MassiveGRID warrants that it will provide the Services in accordance with the applicable 100% SLA.
MassiveGRID’s commits to a 100% SLA. This means that MassiveGIRD commits in providing a leading class Service and is able to offer 100% Service availability. In case of any Proven Downtime, MassiveGRID offers 10 times (1,000%) the actual amount of downtime, up to the Customer's monthly Fee, as total monthly recurring charge. The claim needs to be initiated by the Customer within 10 days of the Proven Downtime incident and is offered as a credit note for the Customer’s next Billing Cycle.
MassiveGRID only agrees to comply and commit to the terms stated and mutually agreed with the Customer in this Agreement. MassiveGRID shall not be liable under this Agreement for lost revenues or indirect special, incidental, consequential, exemplary, or punitive damages, even if the other party knew that such damages were possible and even if direct damages do not satisfy a remedy. For any other terms and/or conditions not foreseen in this Agreement, MassiveGRID cannot be accused and/or be held responsible. In any case, to the maximum extent permitted by applicable law, neither party, nor MassiveGRID’s suppliers may be held liable under this Agreement for more than the amount paid by the Customer to MassiveGRID under this Agreement during a period of twelve (12) months, prior to the event giving rise to liability.
These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, or Customer's payment obligations.
Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control (Force Majeure).
If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, does not influence the rest of the Agreement which will continue to remain in effect.
All Claims arising out of, or relating to, this Agreement or the Services, will be governed by the Laws of England and Wales.
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter (Terms of Service). In entering into this Agreement, neither party has relied on, nor will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. After the Effective Date, MassiveGRID may provide an updated URL in place of any URL in this Agreement.
If there is a conflict in the terms between different documents mutually agreed by the parties, the documents will have control in the following order: any customized service offering proposal submitted by MassiveGRID to the Customer, which has been accepted partially or in full by the Customer and has been implemented partially or in full by MassiveGRID, the Agreement, the terms at any MassiveGRID URL.
This Agreement is also applicable to any MassiveGRID Associate to the extent that some or all relevant terms apply to the nature of business relationship between MassiveGRID & Associate. Any potential collaborator becomes an Associate of MassiveGRID, then “a-priori” is bound by this Agreement. which is in effect.
Terms of Service specifically for Bare Metal Services
These terms are applicable specifically for our Bare Metal Servers. If there is a term from the Generic Terms and Conditions which is in conflict with the terms presented under this paragraph, the term presented under this paragraph is the valid and applicable one.
The Initial Duration starts on the day that the Service is activated and has a monthly billing cycle. At the end of the Initial Duration, the Service is automatically renewed for successive periods of the same duration (“Renewal Period(s)”), subject to modification of the renewal duration or cancellation under the conditions herein or the applicable Terms of Service.
During the ordering process, and every time the Service is to be renewed, an invoice is issued and needs to be paid by the Customer.
If the Service concerned is not paid, it will be automatically cancelled and deleted at the end of the Initial Duration (“Expiry Date”), including all the content and data hosted by the Customer on the Service. Before the Service’s cancellation, the Customer commits to taking every necessary measure to make sure that such content and data have been saved.
Nevertheless, the Customer maintains the ability to renew such a Service up to 24 hours before the Expiry Date by paying in advance for the forthcoming Renewal Period.
The Duration, renewal conditions and cancellation of some options and features attached to the Service,may be different from the ones applicable to the Service. The Customer commits to paying particular attention to these conditions.
The Customer acknowledges that they have checked the suitability of the Service to their needs and that they have received from MassiveGRID all the information and advice needed to enter into this agreement knowledgeably and willingly. The purpose of this Agreement is to define the legal, technical and financial conditions of MassiveGRID’s agreement with the Customer.
Considering that this is not a Service based on High-Availability Architecture, no 100% Service Uptime SLA shall be offered to the Customer, so the relevant term is not applicable to the Customer.
The associated SLA is the following:
Availability (SLA): 99.95%
Level 1 diagnostic (i.e. server unavailable)
Refund will be calculated, as described in the generic Terms of Service.
Refund is offered as a credit note for the Customer’s next Billing Cycle.
There is no refund applicable to this Service, in case the Customer decides that they do not want it after this has been ordered and delivered to them. The Customer does not have the right to ask for a refund for this Service, they can only ask for its cancellation and this will be canceled, when the Initial Duration, or any consecutive renewal is over. Even if the Customer asks for Service cancellation, they have the option to use it for as long as the this is active.
The Customer hereby agrees to inform MassiveGRID within 24 hours, of any lost passwords. Whenever contacting MassiveGRID, the Customer agrees to clearly describe their request in compliance with the terms of Service. When suspicious activity (including but not limited to Spam, violation of copyright, Attack, Phishing, illegal content, DoS PortScan) is detected by MassiveGRID or reported by a third party, MassiveGRID shall contact the Customer by email (and optionally attach a copy of the complaint received). It is expected that the Customer respond to the notification within the time limit depicted in the Terms of Service and provide their comments and intentions. Failure to respond could result in the suspension / termination of Service, as described under the Terms of Service.
In the event of Service malfunction, it is the Customer’s responsibility to report this to MassiveGRID, unless Customer has a Support Plan with an SLA that states otherwise. To this end, the Customer explicitly authorizes MassiveGRID and its staff to connect to the Customer’s Service and to perform any operation required to identify the cause of the problem, with respect to both the hardware and the software. MassiveGRID reserves the right to reject any intervention in this regard if they notice during their research work that the Customer uses the Service in breach of the Terms of Service.
MassiveGRID Reseller and Affiliate Partner Program - Terms and Conditions
1. Parties to this Agreement
2. MassiveGRID Responsibilities
3. Reseller/Affiliate Responsibilities
Aggregated Monthly Sales
$250 to $1,000
$1,001 to $10,000
$10,001 to $25,000
$25,001 to $50,000
$50,001 to $250,000
$250,001 and up
Eligible Discount or
Resellers have the ability to develop their own support plans and technically support their clients on their own, if they want to.
5. Ownership and Licenses