VNPIXEL USER AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE "ORDER NOW" BUTTON ON THE ORDER FORM REFERENCED HEREIN, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING VNPIXEL'S PRIVACY POLICY & ACCEPTABLE USAGE POLICY. YOUR USE OF THE SERVICES ALSO CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

Introduction
This User Agreement ("Agreement") is an agreement between VNPIXEL  and the party set forth in the related order form (Customer) incorporated herein by reference (together with any subsequent order forms submitted by Customer, the "Order Form"), and applies to the purchase of all services (collectively, the "Services") ordered by Customer on the Order Form. Such party is referred to in this Agreement as "Customer" or "you".  reserves the right to reject this Agreement for any reason or no reason, prior to acceptance thereof by . Activation of the Services shall indicate VNPIXEL'S acceptance of this Agreement. Subject to the terms and conditions of this Agreement,  will provide to Customer the Services selected by Customer set forth on the Order Form.

Amendment of Agreement.
VNPIXEL may amend or otherwise modify this Agreement. Customer agrees that VNPIXEL'S posting of any amendments or modifications to this website or in Cpanel news bulletin shall constitute adequate notice to Customer and that Customer shall periodically consult this web page for any changes or amendments to this Agreement.  VNPIXEL may, but is under no obligation to, provide additional notice of any amendment, modification or update of this Agreement via e-mail to Customer. If any material modification to this Agreement is unacceptable to Customer it shall be Customer's responsibility to terminate their subscription. If Customer does not terminate the Agreement then Customer's continued use will mean that Customer has accepted the amended or modified Agreement.

Duration of Agreement
The Initial Term shall begin upon confirmation of Customer's order or commencement of the Services to Customer and the Term's length shall be indicated in the Order Form. After the Initial Term, this Agreement shall automatically renew for successive terms, equal in length to the Initial Term, unless terminated or canceled by either party as provided herein. During the Term this agreement cannot be terminated by customer for any reason.

This Agreement may be terminated by either party by giving the other party written (or email) notice at least 30 days prior to the renewal/anniversary date of the Term, or by  in the event of nonpayment by Customer or by , at any time, without notice, if in VNPIXEL'S judgment Customer has in any way breached this Agreement.

If  cancels this Agreement pursuant to any of the terms outlined in this agreement  VNPIXEL shall not refund to Customer any fees paid or prepaid in advance of such cancellation and Customer shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation. Prepaid hosting fees are not refundable, if  terminates this agreement for cause.  VNPIXEL shall also have the right to charge customer a minimum of US$150.00 Breach-Of-Contract fee.

If prior to the end of the agreed on Term, Customer cancels the Services for any reason, or  terminates the Agreement due to Customer's breach of the  User Agreement or Acceptable Usage Policy, Customer will be charged an early termination fee equal to the fee of $200. At no point shall customer receive a refund of any prepaid service fees.

Billing, Payments and Fees:
All fees for web hosting or other Services are due in advance and shall be in accordance with VNPIXEL'S fee schedule, which is incorporated herein by reference and may be amended from time to time. In the event that customer elects to pay with a credit card Customer authorizes  to charge all fees owed to such credit card at the time or up to 30 days before they become due. Customer agrees to pay a $25.00 (twenty-five dollars) late fee if customer's account or accounts become more than three (3) calendar days overdue or if Customer's credit card is not accepted when a charge is processed. Fees for renewal periods after the Initial term shall become due 30 days before the first day of such renewal period.  may impose a debt service charge equal to one and one-half percent (1.5%) of the overdue balance or a lesser amount where required by law for each month or portion thereof the overdue amount remains unpaid. In addition, in the event that any amount due  remains unpaid five (5) calendar days after such payment is due, , in its sole discretion, may immediately terminate this Agreement, and/or withhold or suspend Services.

Customer acknowledges and specifically agrees that chargeback's - which might occur if Customer disputes  charges directly with Customer's credit card bank - are unlawful if VNPIXEL'S service has been rendered. If customer has a fee dispute with  he has to settle such dispute with  directly without initiating any chargeback procedures. Any chargeback will evoke an automatic US$150 (one-hundred-fifty dollars) service fee, without exception, for which customer will be held responsible in future collecting procedures.

Payment is due on the defined monthly recurring billing date of each month. Credit cards that are declined for any reason are subject to a $35.00 declination fee. Service will be interrupted on accounts that reach 2 days past due. We will attempt to contact our client, if we don't hear from our client within 48hours, we will suspend or terminate the account and remove the account at our choice. There will be a charge of $150 for recovering your backup.

Clients that choose to pay by Money Order/Check/Western Union are required to sent in payment 14 days prior to the due date.

If your account has two or more late  payments,  you're required to pay for the service 3 months in advance. VNPIXEL may temporarily deny service or terminate this Agreement upon failure of Customer to pay charges when due. Such termination or denial will not relieve Customer of responsibility for the payment of all accrued service fees, or any collection fees.

Account Termination

• Share Hosting / Reseller Account:  All requests for canceling MUST be made in writing to VNPIXEL or sending email to cancel@vnpixel.com with at least 25 days prior to your next billing date. Confirmation receipt of cancellation will be sent within 48-72 hours of our normal  hours of 9AM to 5PM (Pacific Time) Monday - Friday

• Dedicate Server / Semi-Dedicate Account:  All requests for canceling MUST be made in writing  to VNPIXEL or sending email to cancel@vnpixel.com with at least 30 days prior to your next billing date. Confirmation Receipt of cancellation will be sent within 24-48 hours of our normal  hours of 9AM to 5PM (Pacific Time) Monday - Friday

• External Cpanel license:  All requests for canceling MUST be made in writing  to VNPIXEL or sending email to cancel@vnpixel.com with at least 30 days prior to your next billing cycle date.  Confirmation Receipt of cancellation will be sent within 24-48 hours of our normal  hours of 9AM to 5PM (Pacific Time) Monday - Friday

All sales are final. There is no "Cooling-Off Period" All payments to VNPIXEL are nonrefundable. This includes any setup fees and monthly fees regardless of usage. All billing disputes must be reported within 30 days of the time the dispute occurred. All refund will apply a processing fee. 6% if payment was made by credit card  and 5% if payment was made by Paypal.

Special Provisions Applicable to Resellers.
Customer agrees that if they resell  Services, the purchaser of those resold services will become Customer's customer (a "Reseller Customer"). A Reseller Customer shall not become a Customer of VNPIXEL and  will not be required to provide and technical or other support to any Reseller Customer. Reseller agrees to take all necessary measures to preclude  from being made a party to any agreement with any Reseller Customer. Customer agrees and acknowledges that if they become a Reseller they will be authorized to resell  provided Services on a non-exclusive basis only. Customer's right to resell  services shall in no way preclude  from marketing and selling VNPIXEL'S own products and services through its own employees, affiliates, other resellers or any other third party.  expressly reserves the right to allow other third parties to resell  services on any terms  may chose including terms which may be more favorable to said third parties then they are to e Reseller Customers. Reseller acknowledges that the non-payment by any customer of Reseller shall in no way relieve Reseller of any duty in this agreement include the duty to timely pay all fees. Reseller shall be solely responsible for all sales, use, transfer, privilege, excise or other taxes and duties which are levied or imposed on  and Reseller under this Agreement and any and all transactions between Reseller and Reseller Customers. Reseller shall be solely responsible for compliance with any regulations governing the export of the Services (or any portion thereof).

Reseller shall not resell the Services under VNPIXEL'S brand name

Support Guarantee

VNPIXEL doing our best to reply all support ticket sent to us via email or via our 24/7 HELP DESK in the order in which we received.  During weekend and holiday, the respond time might take longer.  Toll free number is for sale relate questions ONLY.  ALL support issue MUST go through our HELP DESK.

Uptime Guarantee
VNPIXEL™ strives to maintain a 99.99% network and server uptime service level. This uptime percentage is a monthly figure, and is is calculated solely by VNPIXEL™ monitoring systems or VNPIXEL™ authorized/contracted outside monitoring services. If VNPIXEL™ fails to meet it's 99.9% uptime guarantee, and it is not due to one of the exceptions below, credits will be made available to each client, upon request, on a case by case basis. VNPIXEL™ does not credit a full month's service for minor downtime. This would not be financially healthy for VNPIXEL™, and in turn would only negatively affect the service level VNPIXEL™ provides to you. "Partial refunds for partial downtime" is our standard policy. In extreme circumstances, VNPIXEL™ may distribute full month credits, but this is dealt with on a case by case basis. Details on how credit amounts are calculated can be found below.

SLA Network Violation Credit occurs when our network uptime guarantee is not met. VNPIXEL will credit the customer base on daily usage actual cost for network downtime. For example, your monthly hosting fee is $10.95/month and your site is down for one day, VNPIXEL will credit back 36 cents. ($10.95/30days)  Network downtime is measured from the time the network is 100% unreachable, until service is once again restored. In order to request a performance credit, you must email us within 10 days of reported violation  at: support@VNPIXEL.com . SLA violations will be reviewed by our personnel Monday – Friday 9AM to 5PM EST. *Network violation SLA credit does not cover server hardware failure.* 
 

VIOLATIONS OF VNPIXEL ACCEPTABLE USE POLICY

• Illegal use: VNPIXEL's services may not be used for illegal purposes, or in support of illegal activities. VNPIXEL reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing.

• Harm to minors: Use of the VNPIXEL service to harm, or attempt to harm, minors in any way, including, but not limited to child pornography.

• Threats: Use of the VNPIXEL service to transmit any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property.

• Harassment: Use of the VNPIXEL service to transmit any material (by e-mail, uploading, posting or otherwise) that harasses another.

• Fraudulent activity: Use of VNPIXEL service to make fraudulent offers to sell or buy products, items, or services, or to advance any type of financial scam such as "pyramid schemes," "ponzi schemes," and "chain letters."

• Forgery or impersonation: Adding, removing or modifying identifying network header information in an effort to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous retailers or nicknames does not constitute impersonation.

• Unsolicited commercial e-mail / Unsolicited bulk e-mail (SPAM) Use of the VNPIXEL service to transmit any unsolicited commercial or unsolicited bulk e-mail is expressly prohibited. Violations of this type will result in the immediate termination of the offending VNPIXEL account.

• E-mail / News Bombing: Malicious intent to impede another person's use of electronic mail services or news will result in the immediate termination of the offending VNPIXEL account.

• E-mail / Message Forging: Forging any message header, in part or whole, of any electronic transmission, originating or passing through the VNPIXEL service is in violation of this AUP.

• Unauthorized access: Use of the VNPIXEL service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of VNPIXEL's or another entity's computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data, is expressly prohibited and the offending VNPIXEL account is subject to immediate termination.

• Misuse of System Resources: Any attempt to undermine or cause harm to a server, or customer, of VNPIXEL is strictly prohibited. This includes, but is not limited to: using programs that consume excessive CPU time; allowing the use of mail services, mail forwarding capabilities, or auto responders other than for the customer's own account; resale or subleasing or subletting (free) use of disk space without an appropriate reseller agreement; use of servers for backup of files unrelated to the web site of the account; or resale or remote access to CGI scripts installed on our servers.

• Network disruptions and unfriendly activity: Use of the VNPIXEL service for any activity which affects the ability of other people or systems to use VNPIXEL Services or the Internet. This includes "denial of service" (DOS) attacks against another network host or individual user. Interference with or disruption of other network users, services or equipment is prohibited. It is the Member's responsibility to ensure that their network is configured in a secure manner. A Subscriber may not, through action or inaction, allow others to use their network for illegal or inappropriate actions. A Subscriber may not permit their network, through action or inaction, to be configured in such a way that gives a third party the capability to use their network in an illegal or inappropriate manner. Unauthorized entry and/or use of another company and/or individual's computer system will result in immediate account termination. VNPIXEL will not tolerate any subscriber attempting to access the accounts of others, or penetrate security measures of other systems, whether or not the intrusion results in corruption or loss of data.

• Fraud: Involves a knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it.

• Distribution of Viruses: Intentional distributions of software that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems are prohibited. Such an offense will result in the immediate termination of the offending account.

• Inappropriate Use of Software: Use of software or any device that would facilitate a continued connection, i.e. pinging, while using VNPIXEL services could result in suspension service.

• Third Party Accountability: VNPIXEL subscribers will be held responsible and accountable for any activity by third parties, using their account, that violates guidelines created within the Acceptable Use Policy.

• Violation Of VNPIXEL Virtual Accounts: It is absolutely forbidden to host  child pornographic content or IRC servers on Virtual Server Accounts. Virtual Server Accounts found hosting this material will be subject to immediate cancellation without refund.

• IRC networks: It is absolutely forbidden to host an IRC server that is part of or connected to another IRC network or server. Irc bouncer such as BitchX, bnc, eggdrop, generic-sniffers, guardservices, ircd, psyBNC, ptlink etc are not ALLOWED also. Servers found to be connecting to or part of these networks will be immediately removed from our network without notice. The server will not be reconnected to the network until such time that you agree to completely remove any and all traces of the irc server, and agree to let us have access to your server to confirm that the content has been completely removed. Any server guilty of a second violation will result in immediate account termination without any credit back on the remaining of your hosting fee.

• No Unauthorized Scripts or Executables.
  Customer agrees not to run any scripts, executables or other programs or processes on VNPIXEL'S servers or other equipment that will in any way adversely affect the performance of said equipment.

Any account that support spammers or cause any of our IP space to be listed in any of the various Spam Databases will have their server immediately removed from our network. The server will not be reconnected until such time that you agree to remove ANY and ALL traces of the offending material immediately upon reconnection and agree to allow us access to the server to confirm that all material has been COMPLETELY removed. Severe violations may result in immediate and permanent removal of the server from our network without notice to the customer. Any server guilty of a second violation WILL be immediately and permanently removed from our network without notice.

Report Abuse Account.
All reports MUST send to abuse@vnpixel.com or send a formal letter to our mailing address. We will not process/investigate if complain is not sending to our abuse department.  Please allow up to 5 business days for us to process your complain/s.

Disclaimer of Warranty.
Customer agrees that its use of Services and its reliance upon information provided by  are entirely at Customer's own risk. Customer acknowledges and agrees that  exercises no control over, and accepts no responsibility for, the content of data, scripts, or other information passing through VNPIXEL'S host computers, network hubs and points of presence or the Internet. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NEITHER , ITS OWNERS, EMPLOYEES, AGENTS, OR AFFILIATES MAKES ANY WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, FOR THE SERVICES OR ANY EQUIPMENT PROVIDED IN CONJUNCTION THEREWITH. NEITHER  NOR ITS OWNERS, EMPLOYEES, AGENTS, OR AFFILIATES MAKES ANY WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES.  IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S CUSTOMERS VIA THE SERVICES PROVIDED BY . NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY  EMPLOYEE, OWNER, OR AGENT WILL CREATE A WARRANTY; NOR MAY CUSTOMER OR ANY OF CUSTOMER'S OWNERS, EMPLOYEES, OR AGENTS RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement.

Indemnification.
Customer agrees to indemnify, defend and hold harmless  and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to Customer's use of the Services, any violation by Customer of this agreement, any breach of any representation, warranty or covenant of Customer contained in this Agreement or any acts or omissions of Customer. The terms of this section shall survive any termination of this Agreement.

Limitation of Liability.
Customer agrees neither  nor any of its employees, owners, or agents shall be held responsible or liable for situations where the Services are accessed by third parties through illegal or otherwise unauthorized means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to  at the time) which may exist in the Services or VNPIXEL'S equipment used to provide the Services.

Under no circumstances, including negligence, shall  or any of its employees, owners, or agents be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by Customer, any of its customers, any Reseller Customer or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if  has been advised of the possibility of such damages. No  Person shall be liable to Customer, any of its customers, any Reseller Customer or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to VNPIXEL'S records, programs, equipment or services.

Notwithstanding anything to the contrary in this Agreement, VNPIXEL'S maximum liability under this Agreement for all damages, losses, costs and causes of actions from any and all claims regardless of the legal theory or the nature of the cause of action shall not exceed the actual dollar amount paid by Customer for the Services which gave rise to such damages, losses and causes of actions during the three (3) months period prior to the date the cause of action arose or the injury or loss occurred.

Customer understands, acknowledges and agrees that it is Customer's responsibility to backup all the data. VNPIXEL shall have no liability for any loss or damage to any data stored on the server in case of hard drive failure.

Customer understands, acknowledges and agrees that it is Customer's responsibility to follow VNPIXEL's TOS. VNPIXEL shall have no liability for any loss or damage to our client has when the account  being unplug from our network due to TOS violation.

Customer understands, acknowledges and agrees that if  takes any corrective action under this Agreement because of an action of Customer or one its customers that corrective action may adversely affect other customers of Customer or other Reseller Customers, and Customer agrees that  shall have no liability to Customer, any of its customers or any Reseller Customer due to such corrective action by .

This limitation of liability reflects an informed and voluntary allocation of risks between the parties and applies to risks both know and unknown that may exist in connection with this Agreement. The terms of this section shall survive any termination of this Agreement.

Prohibited Uses and Activities
VNPIXEL may immediately take corrective action, including removal of all or a portion of the Customer's content, disconnection or discontinuance of any Services if Customer, or anyone accessing Customer's account or server space, engages in any of the prohibited Uses or Activities set forth in this agreement. Customer hereby agrees that  shall have no liability to Customer or any of Customer's customers due to any corrective action that  may take (including, without limitation, disconnection of Services).

Violations of Intellectual Property Rights
Customer agrees that it shall not violate any intellectual property rights and that it shall not resell services to any party which violates intellectual property rights. Any violation of any individual or entity's intellectual property rights including, rights of privacy and rights of publicity are prohibited.  is required by law to remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement

Other Illegal Activities
The use of the Services to engage in any activities that are determined by , in its sole and absolute discretion, to be illegal or which in VNPIXEL'S opinion are likely to be found to be illegal is prohibited. Such illegal or potentially illegal activities include, but are not limited to, storing, posting, displaying, transmitting or otherwise making available ponzi or pyramid schemes, password and cracking information, fraudulently charging credit cards or displaying credit card information or other private information of third parties without their consent, and failure to comply with applicable on-line privacy laws.  will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.


Other Prohibited Activities
Engaging in any activity that, in VNPIXEL'S sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the services, VNPIXEL'S business, operations, reputation, goodwill, customers and/or customer relations, or the ability of VNPIXEL'S customers to effectively use the services is prohibited. Such prohibited activities include making available any program, product or service that is designed to or could be used to violate this Agreement. In addition, the failure by a Customer to cooperate with  in correcting or preventing violations of this Agreement by, or that result from the activity of, a customer of the Subscriber is a violation of this Agreement.

Assignment
Customer shall not have the right to assign this Agreement without the prior written consent of . This Agreement shall be binding upon and inure to the benefit of Customer and  and their successors and permitted assigns.

Entire Agreement; Severability
This Agreement, together with the Order Form and any other documents or agreements identified in this Agreement, represents the entire agreement between the parties, and supersedes all previous representations, understandings or agreements. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the parties agree that the remainder of this Agreement shall remain in full force and effect.

Customer hereby represents that he, she or it is either, an individual entering this Agreement for his or her personal use and is over 18 years of age, or a corporation, limited partnership or other legal entity, duly organized and in good standing under the laws of the state of its organization and the person acting on behalf of Customer is duly authorized to accept, execute and deliver this Agreement on behalf of Customer.

Refusal of Service
VNPIXEL reserve the right to refuse service at our sole discretion. We reserve the right to suspend/terminate service to any customer that abuse/insult VNPIXEL's staff. In case of service termination due to violate of TOS or abusive/insult to VNPIXEL's staff, no credit will be giving for the remaining billing period.

REVISIONS TO THIS ACCEPTABLE USE POLICY
VNPIXEL reserves the right to revise, amend, or modify this AUP, our TOS (Terms of Service) and our other policies and agreements at any time and in any manner.

Last updated: 02/07/05