1. This Agreement supersedes any other written or oral agreement reached between Visual Soft and the Customer.
2. Visual soft will provide Products and Services in exchange for payment of fees and compliance with the terms and conditions of this Agreement.
3. Visual Soft Services are defined as the use by the Customer of computing, telecommunications, software, and information services on the network connection to the Global Internet provided by Visual Soft. These services also include the provision of access to computing, telecommunications, software, and information services provided by others via the Global Internet.
4. Visual Soft DISCLAIMS ALL IMPLIED WARRANTIES AND SIMILAR OBLIGATIONS INCLUDING BUT NOT LIMITED TO THOSE OF FITNESS FOR A PARTICULAR PURPOSE, AND MERCHANTABILITY, WHETHER OTHERWISE ARISING BY LAW, CUSTOM, USAGE, TRADE PRACTICE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. There are no warranties which extend beyond those express warranties contained in the Service Level Agreement (SLA). Customer affirms that it has not relied upon Visual Soft's skill nor judgement to select or furnish the services for any particular purpose beyond the specific express warranties in the SLA.
5. Visual Soft shall not be liable to Customer or any other person or entity for any indirect, punitive, consequential, special, or incidental losses or damages that arise out of or relate to this Agreement or the services or licenses provided hereunder, for any reason whatsoever, regardless of the claim or cause of action, including, without limitation, breach of contract, breach of warranty, negligence, strict liability or otherwise. The remedies set forth in the Service Level Agreement shall be Customer's sole and exclusive remedies for any claims relating to the services.
The SLA may be modified by Visual Soft with thirty (30) days notice on Visual Soft’s web site. A copy of the SLA can be obtained from Visual Soft’s web site.
6. The Customer agrees that it shall defend, indemnify, save and hold Visual Soft harmless from any and all claims, demands, liabilities, losses, costs, including attorney’s fees, asserted against Visual Soft, its agents, its customers, servants, officers, and employees, that may arise or result from any product or service provided or performed or agreed to be performed by Visual Soft, which cause direct or indirect damage to another party or to the Customer.
7. This agreement is not assignable by Customer, in whole or in part, voluntarily or involuntarily, including by operation of law or by merger in which Customer does not survive, without the prior written consent of Visual Soft. Any attempted assignment without the written consent of Visual Soft will not be valid.
8. This agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, Iredell County, without regard to choice of law provisions that would cause the application of the law of another jurisdiction.
9. Visual Soft reserves the right to terminate service for any reason with twenty-four hours notice. Visual Soft does not forfeit any rights under this agreement by terminating service. Visual Soft reserves the right to refuse service to anyone at any time for any reason.
10. This agreement will begin on the date the services are installed and made available to the Customer and will be valid until the end of the calendar month. The agreement will automatically renew for successive one calendar month periods until terminated by either party.
11. Customer acknowledges that it may have access to certain confidential information of the other party concerning Visual Soft’s business, plans, customers, technology, products, and services ("Confidential Information"). Confidential Information shall include, but not be limited to, Visual Soft’s proprietary software, technology and trade secrets and customer information, to the extent identified as confidential or proprietary, and the terms and conditions of this Agreement. Communications between Visual Soft and Customer are confidential and shall not be disclosed to any third party for any reason (except those required by law). Customer agrees that it shall not use in any way, for its own account or the account of any third party, nor disclose to any third party (except as required by law), any of Visual Soft’s Confidential Information and shall take reasonable precautions to protect the confidentiality of Confidential Information. Information shall not be deemed Confidential Information hereunder if such information:
a. is rightfully known to the Customer prior to receipt from Visual Soft directly or indirectly from a source other than one having an obligation of confidentiality to the Visual Soft;
b. becomes known (independently of disclosure by the Visual Soft) to the Customer directly or indirectly form a source other than one having an obligation of confidentiality to the Visual Soft;
c. becomes publicly known or otherwise ceases to be secret or confidential, or is independently developed by the Customer.
12. Either party shall excused from any delay or failure in performance hereunder, other than the payment of money, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, hurricane, acts of terrorism, labor disputes and strikes, riots, war, and governmental requirements.
13. The Customer and all of Customer’s end users shall use Services in accordance with Visual Soft’s Acceptable Use Policy (AUP). The AUP may be modified by Visual Soft with thirty (30) days notice on Visual Soft’s web site. A copy of the AUP can be obtained from Visual Soft’s web site.
14. Upon thirty (30) days notice, published on Visual Soft’s web site, Visual Soft may modify or amplify these terms and conditions as well as discontinue or change the services offered.
15. The Customer has authority to enter into this agreement on behalf of the Company, if applicable.
16. Upon signup and submission of the first payment, the Customer certifies that it has read and agrees to be bound by the Agreement. Payment for and utilization of Visual Soft products and services signifies that Customer has read and agree to be bound by the current version of the Agreement. The current version of the Agreement may be obtained from Visual Soft's web page at www.visualsofts.com. Customer acknowledges that it is their responsibility to check for updates to the Agreement on Visual Soft's web page. These terms were last modified on April 18, 2015.
17. The customer must submit payment by credit card, PayPal or other acceptable payment method as determined by Visual Soft by 5:00 PM local time (US Eastern Time) on the due date of the invoice. Failure to make payment on time may result in the interruption of all services on the Customer's account. If the Customer's service is interrupted, a $25 reactivation fee per service may be imposed at the discretion of Visual Soft. Service interruption does not cancel the Customer's service. Visual Soft may terminate the services for non-payment after seven (7) days.
18. All services are billed in full increments of the billing term (with the exception of the first month for certain plans).
19. If the Customer's account becomes past due, interest will accrue on the current account balance at the rate of one and one half percent (3.5%) per month or at the maximum interest rate allowed by law until all account balances are paid. The customer agrees to pay all collection costs, including attorneys' fees, if applicable.
20. All payments are non-refundable. The Customer is responsible for cancelling any recurring payments setup through third-party payment systems (such as PayPal subscription payments). Any excess funds sent to Visual Soft will be stored as an account credit to be applied toward future invoices.
21. If any payments are returned as a result of a dispute, insufficient funds or otherwise charged back, Visual Soft may impose a $25 returned payment fee. Service may be interrupted or terminated as a result of a returned payment. If service is interrupted, service will not be restored until the returned payment is repaid in addition to the $25 returned payment fee. If service is terminated, the customer is not entitled to a refund and is prohibited from any further use of Visual Soft services until the $25 returned payment fee is paid.
22. Visual Soft makes no guarantee of confidentiality or privacy of any information transmitted through or stored upon Visual Soft technology, and makes no guarantee that any other entity or group of users will be included or excluded from Visual Soft's network. In addition, Visual Soft may periodically monitor transmissions over its network for maintenance, service quality assurance or any other purpose permitted by the Electronic Communications Privacy Act, P.L. No. 99-508, as amended.
23. In order to protect against fraudulent orders, Visual Soft requires the name submitted in new orders to match the name on the payment account. Additionally, Visual Soft may choose to not accept payments from unverified payment accounts. Visual Soft may request a government-issued photo identification (such as a passport) and/or a recent utility bill with the Customer's name and address listed as a form of order verification. The Customer agrees to provide this information, if requested.
24. Visual Soft utilizes FraudRecord and other fraud screening measures to screen new orders. In the event of a breach of the Agreement, you may be reported to FraudRecord and/or other fraud databases using non-identifiable anonymous information.
25. All Internet Protocol Addresses ("IP Addresses") assigned by Visual Soft to the customer for use with the products and services remain the property of Visual Soft. After the termination of services, the customer must immediately vacate and return all IP Addresses.
26. All requests for IP Addresses must be justified. Visual Soft will be the sole arbiter as to whether or not the justification provided by the Customer is adequate. Visual Soft may request additional information to comply with requests from the American Registry for Internet Numbers (ARIN). The customer agrees that any information provided may be shared with ARIN.
27. Promotional pricing (including but not limited to advertised offers and coupon codes) is valid for new customers or for existing customers adding additional services. Customer agrees that if they order a new service under promotional pricing and then subsequently cancel a previously ordered service, Visual Soft may remove all promotional pricing on the Customer's account.
28. For dedicated server customers, if the Customer's server uses more electricity than the average dedicated server of similar specification utilizes due to the Customer's use of the server (including, but not limited to activities such as cryptocoin mining), Visual Soft reserves the right to bill the customer for the increased electricty usage. Visual Soft also reserves the right to retroactively remove any promotional pricing as the result of abnormal electricity usage.
29. If any provision of this agreement is determined to be invalid or unenforceable, all other provisions shall remain in full force and effect and said provision shall be reformed only to the extent necessary to make it enforceable.
Update: 27th June 2022