Terms of Service
Please read this Terms of Service Agreement carefully, as it contains important information regarding your legal rights and remedies.
Last modified: August 1, 2016
These Terms and Conditions, together with any terms which you clicked-through in the process of purchasing services (an “Order”), our Service Level Agreement (“SLA”), and the Acceptable Use Policy (“AUP”), each of which is incorporated by reference, set forth the terms and conditions pursuant to which RocketCloud Inc. (“we”, “us”, “our”, or “RocketCloud”) will provide the Services to you (“Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Order. We may update this Agreement from time-to-time. In the event of a material change to this Agreement, we will provide you with written notice. Your continued use of the Services following such updates constitutes your acceptance of the same. If you do not agree to the terms of any modification, you may terminate this Agreement in accordance with the Termination section below.
Contracting party and authorized users
- While signing up, you provided personal information of the account owner (“Customer”). The Customer is the sole owner of the account. By agreeing to these terms, you represent and warrant that you have the authority to bind Customer to this Agreement and the Customer is over the age of eighteen.
- You are required to maintain complete, correct and up to date contact information with us at all times. It is your sole responsibility to maintain this contact information, and to promptly update it in our records when it changes. All communication with you regarding your account, including but not limited to renewal reminder notices, billing issues, technical issues and abuse issues shall take place via email to your contact email address as listed in our records at the time such notice is sent. Under no circumstances will we be liable for damages arising from de-activation of your services or deletion of your files, data or email as a result of invalid or outdated contact information.
- You may designate through the customer portal up to two users that have authority to make changes to the account (“Authorized User(s)”). In addition, any other individual who is able to provide us with evidence satisfactory to us that such individual has the authority to act on your behalf (e.g. the last four digits of the credit card used for the Fees) will also be able to access the account.
- Each person or entity that accesses your account is required to abide by the terms of this Agreement. You acknowledge that you are fully responsible for all liabilities incurred through use of the account the Services including all damages, losses and liabilities caused by each user. You shall promptly notify us in the event that you become aware of any violation of this Agreement. You are solely responsible for the security and confidentiality of the account information, including user names and passwords, and you will ensure that no unauthorized party uses the account. Should you fail to take appropriate steps to safeguard the reasonable security of your account, we reserve the right to suspend your account without notice.
- RocketCloud is a provider of Internet services, offering website hosting, email services, data storage, file transfer services, and related services. We will make every reasonable effort to ensure that its services are available at all times. Parts of the Internet may occasionally experience downtime. RocketCloud cannot guarantee connectivity to networks outside of its control at any given time.
- RocketCloud provides its services as a common carrier or passive conduit. We make no effort to monitor, regulate or control the content of any information passing through its systems.
Provision and use of the services
- Subject to the terms and conditions of the Agreement, we will provide the Services to Customer. The Services may only be used for their intended purposes and in accordance with this Agreement. You shall provide us with all assistance as reasonably required for us to activate and operate the Services.
- All software available on our servers is offered as-is, without any guarantee. It is your responsibility to be knowledgeable in the use of the software and to keep up to date with changes in its functionality, and we have no responsibility to instruct you in the use of the software.
- You acknowledge that we may engage third parties to provide or enable elements of the Services.
- RocketCloud reserves the right to modify, suspend, limit, or restrict access to any Service at any time, either during the normal course of system management, or if we deem such action necessary to protect our network or servers from harmful activity, or if we have reason to believe that such service is being abused or used for malicious purposes.
- From time-to-time we may cease supporting aspects of the Services (any such event, an “End of Life”). Should components of the Services come to an End of Life, we will attempt to replace them with comparable components, but may not be able to do so. An End of Life is not a breach of this Agreement.
- RocketCloud may at any time offer services advertised as "unlimited". The term "unlimited" shall mean that no specific predetermined usage limit is imposed, or no tracking of usage for billing purposes. We reserve the right to monitor usage patterns and impose reasonable limits on use of its Services, notwithstanding the offer of "unlimited" services.
- Where the Service includes an allotment of monthly traffic, Customer agrees they will be charged $1/GB for traffic in excess of the allotted amount.
- Certain aspects of the Services may be in beta form as designated by us (“Beta Services”). In addition to the disclaimers of warranty set out in this Agreement, the Beta Services are provided on an as-is basis with the express understanding that they may not have been tested, have faults, and may not be as secure as other elements of the Services. Any SLA does not apply to the Beta Services. We reserve the right to terminate the Beta Services at any time, even if you have relied on them as a material inducement to enter into this Agreement. We make no guarantee that Beta Services will be put into production.
Internet protocol (IP) addresses
- Any IP addresses assigned to you are the property of RocketCloud, and are assigned on a strictly temporary and as-needed basis. Any such addresses may be changed or withdrawn by us at any time and without prior notice, for reasons of administrative or technical nature, or for any other reason as deemed appropriate by RocketCloud.
- You are solely responsible for keeping your domain registration data correct, complete and up to date, and to promptly update the registration data with any changes. All communication with you regarding domain registration matters, including but not limited to registration renewal reminder notices, shall take place via email to the Administrative Contact email address listed in your domain name registration at the time such notice is sent.
- You are solely responsible for renewing your domain name registration before the expiration date listed in the domain name registration record, regardless of whether you have received any notice of expiration or renewal reminder from RocketCloud.
- Under no circumstances will we be liable for damages arising from de-activation, expiration, deletion or loss of any domain name as a result of invalid or outdated contact information, non-delivery of any notice of expiration or renewal reminder, or failure to renew the domain name registration before the expiration date for any reason.
- Notwithstanding the above, you agree that we may, at our option, modify and update the details of your domain name registration on your behalf, as deemed necessary by us for the proper maintenance and operation of the domain name.
- Domain registration services and SSL certificate orders are processed through Rebel Inc. and are subject to the following Terms and Conditions:
- Domain name registration services and Whois privacy services are provided in accordance with Rebel Terms an Conditions, Exhibit A: https://www.rebel.ca/terms-conditions.aspx
- Domain name registration services are subject to the ICANN Uniform Domain Name Dispute Resolution Policy (UDRP):http://www.icann.org/udrp/udrp.htm
- GeoTrust SSL certificates are provided in accordance with the applicable GeoTrust Subscriber Agreement: http://www.geotrust.com/resources/repository/legal/
- Domain name renewal reminder notices are sent via email to the listed Administrative Contact email address at 90 days, 60 days, 30 days, and 5 days before expiry. A final notice is sent at 3 days after expiry as mandated by ICANN for generic top-level domains only.
- Domain name registration services are subject to the prices currently in effect as posted at https://gorocketcloud.com/domain.
- We have the right to refuse Service if Customer content of information provided is deemed illegal, unethical, misleading, contains child pornography, bestiality, promotion of illicit drugs, hate groups or literature by Customer.
- Any Customer found to be in violation of our AUP will have their Service suspended and/or terminated without notice and without any refunds of Customer’s unused pre-paid portion of funds.
- While we provide backup as part of our Website Care Plans, there is no guarantee that the backup will work properly and that the content will be completely recovered or formatted properly. You are solely responsible for keeping a separate backup of any data that you do not including all of your files, data, electronic mail (email), and any other information stored on our servers.
- The use of any Service as a backup/storage device is not permitted with the exception of one backup of the same account. Do not take backups of your backups; multiple backups will be deleted.
- Do not backup the content of your local computer to our servers. All content stored on the server must be publicly accessible via the website.
- We provide support via email and phone.
- If you abuse our support staff or any employee of RocketCloud, we may terminate this agreement and your access to the Services effective immediately.
- During our interactions with you, including while providing Support, we may solicit or you may provide feedback about the Services. You agree that we are free to use and disclose this feedback for any purpose. If we make any changes to our current services or products, or develop new products or services, using the feedback, then you agree that we own all right, title and interest to such changes or new products or services.
- The charges for the Services are set out on the Order (“Fees”). Fees applicable to any renewal Term will be at our then-current rates. Overages may apply if your use of the Services exceeds your plan limits (e.g. exceeding the number of monthly visitors). Additionally, we may adjust the Fees if there is a change to the configuration your sites or your use of the Services (including changes to CPU or RAM consumption, cacheability, bandwidth, visitors, or transfer).
- You will be charged the Fees beginning on the Effective Date. No service shall be provided without prior payment for that service, unless you have received credit terms from us. Credit terms are available only to government and some corporations, strictly at the sole discretion of RocketCloud. Payment must otherwise be received in full with funds available one business day prior to the start date of any new billing period.
- Our schedule of payments is set out on the Order; if no schedule is stated, Fees are due in full in advance, except that Fees for applicable overages will be invoiced and charged in arrears. All Fees are payable in Canadian dollars and are not refundable. If, as part of your original Order, you chose to setup recurring transactions, we will collect the Fees by debiting the electronic payment method that you have provided to us. Credit, debit, or other similar sources of payment may be debited up to one week prior to the due date. You must keep the method of payment current and able to be debited. If payment is not made by or on the due date, we may charge a late fee on the unpaid balance at the lesser of two and one-half percent (2.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly.
- We may be required to collect taxes on the Services. Taxes will be added to the Fees and you agree to pay them, unless you provide us with a valid tax exemption certificate. If you elect to pay via a wire transfer or credit transfer then you are responsible for any transfer fees, which will be automatically added to the Fees.
- If you do not pay on time, we may suspend or terminate the Services and terminate this Agreement. In addition, Third Party Services may be forfeited. We may also send you to collections, and add to the Fees any charges associated with collecting unpaid Fees. If the Services are suspended because we do not receive payment, we will preserve Customer Content (defined below) in accordance with our normal backup processes and procedures. After that time the Customer Content will be deleted. Under no circumstances will we be liable for damages arising from de-activation of your services or deletion of your files, data or email as a result of unpaid Fees.
- Accounts shall continue to incur regular charges while suspended due to non-payment, violation of the Acceptable Use Policy, or for any other reason. No credit or refund will be provided for account suspension. To reactivate an account suspended for non-payment, unpaid Fees must be paid in full.
- Any cheque returned to us by the Bank for non-sufficient funds will incur a service charge of $25.00, and RocketCloud reserves the right to require some or all subsequent payments to be made by certified cheque or electronic payment methods.
- If the Order references any money-back guarantee, this guarantee applies only to our standard Services and not to Third Party Services (e.g. domain registration and renewal, dedicated IP, SSL certificate purchase and renewal), set up or migration Services, or other Services that are custom or non-standard.
- All invoices, bills, sales receipts, or otherwise, shall be generated electronically and delivered to you via email or via the RocketCloud website, or as otherwise decided upon by us. Customer agrees that all such electronically published material shall constitute your binding record of payment received by or payment owing to RocketCloud.
- Customer acknowledges sole responsibility for monitoring their billing account balance and activity. Customer account shall expire and all Services will become unusable when insufficient prepayment is applied toward the account, either through neglect, the non-acceptance of credit card charges by a credit card issuer, or for any other reason. Customer agrees that RocketCloud shall not in any way be responsible for any damages resulting from any suspension of service due to insufficient prepayment.
- We do not claim any ownership rights in your content that you provide to us in connection with the Services (“Customer Content“). However, to provide the Services, we need you to grant us a right to use the Customer Content. As such, you hereby grants to us, our affiliates, providers of Third Party Services, and subcontractors a non-exclusive, fully-paid, perpetual, royalty-free, , transferable, revocable, worldwide license to use, modify, publicly perform, publicly display, reproduce, and distribute the Customer Content (in whole or in part) but only to the extent necessary to provide the Services.
- RocketCloud and its licensors own all right, title, and interest in and to Services and the systems and networks used to provide such Services (including all system generated data (e.g. performance data)), including all modifications, improvements, upgrades, derivative works, and feedback provided by you or any Authorized User and all intellectual property rights in and to any of the foregoing. You agree to assign all right, title, and interest you may have in the foregoing to us. Except for the express rights granted herein, we do not grant any other licenses, whether express or implied, to any of RocketCloud’s intellectual property including software, services and products.
Term and termination
- The term of this Agreement and any Order is one-month starting from the date Customer signs up (“Initial Term”). Upon expiration of the Initial Term, this Agreement and any Order automatically renew for successive one month periods (each a “Renewal Term”) unless one party notifies the other in writing of its intent not to renew no later than thirty days prior to the expiration of the then-current Renewal Term or the Agreement or Order is otherwise terminated in accordance with the terms of this Agreement.
- Either party may terminate this Agreement and any Order at any time for any reason at any time for any reason or no reason by providing the other party with 30 days’ prior written notice. Additionally, we may terminate this Agreement or any Order immediately if
- you fail to pay for Services on time,
- your use of the Services endangers or negatively affects our networks or systems, violates the law or our AUP, or inhibits our ability to provide services to our other customers.
- Notice of termination must be received by us prior to the end of Customer’s current billing period, and shall be effective as of the end date of the current billing period. Customer’s account will remain active until the end of the current billing period. Partial refunds will not be provided, regardless of the date on which Customer provided notice of termination. Termination as of any date other than the end date of a billing period shall be solely at our discretion.
- Notice of termination shall not release Customer from this Agreement until Service has expired and has been closed by RocketCloud.
- Upon any termination or expiration of this Agreement we will stop providing the Services. This means that Customer’s Content may not be available. It is Customer’s sole obligation to keep separate backups and to download the Customer Content prior to termination or the expiration this Agreement.
- “Confidential Information” means any information disclosed by us to you, either directly or indirectly, in writing, orally, or by inspection of tangible objects (i) that we identify as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. You agrees to preserve the confidential nature of the our Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with this Agreement. We will have the right to seek an injunction (without having to post a bond) to prevent any breach or continued breach of this section. You agree to promptly report any breaches of this section to us.
- Each party represents and warrants that it has the power, authority and legal right to enter into this Agreement and to perform the obligations set out in it, and those set out in contracts incorporated by reference.
- Customer represents and warrants that it owns or has a license for all intellectual property and other proprietary rights necessary to make the license grants to us contained herein. At our request, Customer will provide us evidence of this ownership or license. Customer represents and warrants that our use of the Customer Content in accordance with such license will not infringe the intellectual property or other proprietary rights of any individual or entity. Customer also represents and warrants that all information it provides to us is complete, accurate and up-to-date. Finally, Customer represents and warrants that if it is a natural person, that it is over eighteen years of age.
- OTHER THAN AS IS EXPRESSLY SET OUT IN THE SLA, THE SERVICES ARE PROVIDED AS-IS, AS AVAILABLE, AND WITH ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED IN THE WARRANTIES SECTION, ABOVE,
- ROCKETCLOUD MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND
- ROCKETCLOUD AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO: ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR FREE SERVICE, ERROR CORRECTION, AVAILABILITY, ACCURACY AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Indemnity and limitation of liability
- Customer access to and use of our Services is solely at your own risk. We do not warrant that our Services will meet Customer requirements, and provide no guarantee of fitness for any particular purpose. We disclaim any and all warranties, either express or implied, not specifically described herein.
- Customer compensation for non-delivery of service will be limited to that defined in the Service Level Agreement as set forth in this document. Customer agrees the total amount of any liability or compensation in any event and under any and all claims will not exceed the total fees Customer has actually paid to us to receive the service during the one month period giving rise to such claim.
- We are not responsible for any demands, liabilities, losses, costs, and claims, including lawyers' fees, asserted against us or against the Customer as a result of any Service or product published or sold through our Service, and Customer agrees to defend, indemnify, and hold RocketCloud harmless from any and all such claims.
- Claims for which we are not responsible include, but are not limited to, injury to persons or property arising out of Services or products published or sold through RocketCloud's service, material infringing on the rights of a third party, copyright or trademark infringement claims, and claims based on the unlawful publication of any material.
- Customer assumes full responsibility and liability for all material published on the Internet through the use of our Services.
- Customer agrees to fully indemnify, hold harmless, and defend RocketCloud and RocketCloud's owners, officers, employees, agents and representatives in any legal action arising out of Customer’s use of our Services.
- Customer agrees that RocketCloud will not be liable for any damages or consequences resulting from breaches of security or denial of service attacks, delayed delivery or non-delivery of email, harm to your computer system, loss of any files, data, email, or other information, or other harm arising from Customer’s use of RocketCloud services, for any reason whatsoever.
- While every reasonable effort is made to ensure privacy of customers' files, data, and email, we cannot guarantee privacy.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROCKETCLOUD AND ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY LOSSES, COSTS, CLAIMS, OR FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME OR PROFIT, LOSS OF DATA, GOODWILL, REPUTATION, OR OTHER TANGIBLE OR INTANGIBLE LOSS, ARISING FROM
- CUSTOMER ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES;
- NON-DELIVERY OR INTERRUPTION OF THE SERVICES FOR ANY REASON; OR
- UNAUTHORIZED ACCESS, USE OR ALTERATION OF CUSTOMER CONTENT, DATA, EMAIL OR OTHER INFORMATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), OR UNDER ANY OTHER LEGAL THEORY OR CLAIM, EVEN IF ROCKETCLOUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
- The terms of this Indemnity and Limitation of Liability section shall survive the termination, cancellation or expiration of this agreement.
- Customer acknowledges that this Indemnity and Limitation of Liability section in its entirety is a material condition of this agreement, and that RocketCloud will not enter into this agreement or provide any services to you in its absence.
Security; safe harbour
- We will maintain commercially reasonable administrative, physical and technical safeguards designed to help ensure the security of our internal networks from malicious activity and to provide for the privacy, confidentiality and integrity thereof. However, security is a shared responsibility. You agree to configure your use of the Services in such a way as to maintain the security of our Services and network (e.g. by only uploading software that has been demonstrated to be secure, installing patches, and not sharing passwords).
- Should we determine that there has been a security breach that has compromised your account we agree to notify you as soon as reasonably possible but only after we have investigated the breach and fulfilled our legal obligations under applicable law. You agree to the same notification obligations should you determine that there has been a breach.
- Publicity. During the term, either party may include the name and logo of the other party in lists of customers or vendors in accordance with the other party’s standard trademark usage guidelines. You will allow our staff to interview, write, and place case studies and written endorsements in initial news, reviews, and editorial calendar opportunities.
- Governing Law and Venue. This Agreement is governed by the laws of the Province of Ontario, without regard to its choice of law statutes. Any disputes must be brought in the Ontario Superior Court of Justice. The parties agree that venue and jurisdiction is proper in this court and agree not to contest notice from this court. The United Nations Convention on the International Sale of Goods is disclaimed. EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY RISING OUT OF, OR RELATED TO, THIS AGREEMENT. The parties further agree that the pricing and terms of this Agreement were made in reliance upon agreement to this paragraph.
- Amendment and Waiver. Except as expressly provided herein, this Agreement, including any other contracts incorporated by reference, may only be amended as agreed by the parties in a written amendment (including by a click-to-accept that is accepted by you or Authorized User). The parties further agree that upgrades (e.g. moving up a service plan level), downgrades (e.g. moving down a service plan level), and additional services (e.g. adding account management services) may be agreed via electronic communication (e.g. ticket or email) that is acknowledged by authorized representatives for both parties. If one party fails to exercise, or delays exercising, any right, remedy or power set out in this Agreement, this will not operate as a waiver of that right, remedy or power, whether under this Agreement or at law or equity.
- Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, provided that no consent is required in connection with a merger, reorganization, sale of assets or similar transaction. Any purported assignment in violation of this section shall be null and void. The Agreement will be binding on all permitted successors and assigns.
- Severability. Any provision in this Agreement that is held to be illegal or unenforceable in any jurisdiction will be effective only up to the extent of such illegality or unenforceability, if possible, and will not invalidate the remaining provisions of the paragraph or this Agreement. To the largest extent possible, the illegal or unenforceable provision will be restated to reflect the parties’ intent.
- Entire Agreement. This Agreement, and any document incorporated by reference, states the entire agreement between the parties with respect to the subject matter and supersedes all previous proposals, negotiations and other written or oral communications between the parties. Customer’s pre-printed purchase orders will have no force or effect.
- Order of Precedence. If there is a conflict between this Agreement and any contracts incorporated by reference, they shall have the following precedence: Order, Agreement, then the applicable exhibit or other referenced document.
- Force Majeure. We shall not be deemed to be in default of this Agreement, or to have breached any of its provisions, as a result of a delay, failure in performance, or interruption in the Services which result, either directly or indirectly, from any circumstances beyond our reasonable control including acts of god, acts of civil or military authority, civil disturbance, war, strikes, fire, laws, regulations, governmental acts, third party network unavailability, and/or failure of telecommunication facilities.
- Third Party Beneficiaries; Relationship. There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or partnership. No party is by virtue of this Agreement authorized as an agent, employee or legal representative of any other party. Neither party has the authority to make any representations, claims or warranties of any kind on behalf of the other party, nor on behalf of that party’s affiliates, agents, subcontractors, licensors or third-party suppliers.
- Notices. Except as otherwise required herein, notices shall be effective when delivered, as indicated by a delivery receipt, or, in the case of notices delivered by post, five business days after being mailed to the designated address by first class mail. Notices to you may be made to the address set out in our customer record or electronically, through the Customer’s portal or via email to an Authorized User. You will send all notices to us at the following address: RocketCloud, 2-105 Consumers Drive, Whitby, ON, L1N 1C2, Canada.
- Survival. Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement (including, without limitation, confidentiality, limitation of liability and indemnification) will survive termination or expiration and continue in full force and effect.
- RocketCloud reserves the right to revise its policies at any time without notice.