Roya.com’s Cloud Hosting Terms and Conditions
THIS AGREEMENT is made and entered into between Roya.com, Inc., and/or its subsidiaries (“Roya”, Organic Lead) and Customer (or “You”), Customer and Roya are collectively referred to in this Agreement as the “parties.” This agreement is made between parties upon initial customer signup and by the virtue of customer submitting billing information to Roya. The terms and conditions of this agreement may change from time to time and is the responsibility of customer to stay compliant with these terms. This document is made available to customers at the time of signup and upon ongoing login into Roya’s network and services.
1. TERMS and CONDITIONS:
a. Entire Agreement and Understanding: The Agreement constitutes a legally binding contract between Roya and Customer, which does not extend to any other person or entity, and is the totality of the following documents: (i) the Cloud Services Agreement, (ii) the Order/Estimate; (iii) and any and all Specific Product/Service Terms and Conditions containing additional terms for use of a particular Service.
Any amendments to the Agreement must be expressly done by formal writing and signed by both parties.
b. Customer Data: Customer agrees and acknowledges that Customer is solely responsible for preservation of Customer Data. Even with respect to Customer Data as to which Customer has contracted for additional or included backup Services and/or Support, Roya shall have no responsibility to preserve such Customer Data and any such backup Services and/or Support is provided AS IS, WITHOUT WARRANTY. Roya is not responsible to Customer for loss of Customer Data or any third party and/or unauthorized use of the Services and/or access to Customer’s Customer Data. Customer has the option to create a backup of any Customer Data, including a copy of cloud server(s) and/or cloud-hosted databases, and further acknowledges and agrees that it is Customer’s sole responsibility to maintain at least one (1) current copy of any programs, software, and/or Customer Data outside of Roya’s Network and to initiate backup(s) and perform quality testing on such.
c. Customer’s Obligations: Customer agrees to (i) comply with any and all applicable laws; (ii) comply with the Agreement; (iii) use software and Services in compliance with the Agreement; (iv) make full and timely payment of fees for the Services; (v) use and maintain reasonable security precautions, protection, and backup of Customer Data, in light of use of Services, including, without limitation, encrypting any PII transmitted to and from, and while stored on the Network, and maintaining security of login credentials and not share such credentials except to establish and/or authorize users in Account; (vi) cooperate with Roya’s reasonable investigation of assessment of fees and/or overage charges, outages, security problems, and any suspected breach of the Agreement; (vii) keep billing contact and other Account information, including but not limited to contact names, physical mailing addresses, telephone numbers, and email addresses up to date; (viii) immediately notify Roya of any unauthorized use of Services and/or any other breach of security; (ix) determine the suitability of Services in light of the type of Customer Data used with Services; and (x) preserve Customer Data.
f. Export: Customer will comply with all applicable export and import control laws and regulations in its use of Services, and in particular, Customer will not utilize Services to export or re-export data or software without all required United State and/or foreign government licenses. It is Customer’s responsibility to obtain the same, and in the event of any breach of this duty resulting in legal claims against Roya, Customer shall defend and hold Roya harmless from all claims and damages arising there from.
g. Execution: The Agreement may be signed in multiple counterparts, which taken together will be considered as the original executed Agreement. Facsimile signatures, signatures by electronic image (i.e. .pdf or .jpg format), and/or electronic signatures shall be deemed as original signatures.
h. IP Addresses: Upon expiration or termination of the Agreement, Customer must discontinue use of Services and relinquish use of IP addresses and server names assigned to Customer by Roya in connection with Services
i. Legal Compliance: In Roya’s sole discretion, Roya may suspend or terminate Services
and/or this Agreement immediately, with or without prior notice, upon receipt of any lawfully issued notice alleging use of Services and/or the Network to accomplish violations of law from any court having jurisdiction over Roya. When subject to lawful process requiring disclosure, Roya may disclose Customer’s identity and/or contact information, without providing Customer prior notice of such disclosure, and Roya will not be liable for damages and/or results thereof. Customer agrees not to bring any action and/or claim against Roya for such disclosures.
j. No High Risk Use: Customer may not use Services in any situation where failure or fault of Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, without limitation, Customer may not use, or permit any other person to use, Services for the development, design, manufacture, production, stockpiling, and/or use of nuclear, chemical, and/or biological weapons, weapons of mass destruction, or missiles or in connection with aircraft or other modes of human mass transportation, or nuclear or chemical facilities.
k. Relationship: The relationship between Roya and Customer is that of independent contractors. Neither party is the agent for the other nor has the right to bind the other in any agreement with any third parties. Nothing in this Agreement shall be construed to constitute Customer as Roya’s agent, employee, independent contractor, joint venture, and/or any other similar entity. There are no third party beneficiaries to this Agreement.
l. Renewal and Non-renewal: Upon expiration of the Initial Term, this Agreement will automatically renew for a term equal to the length of the Initial Term (“Renewal Term”). For example, if the Agreement’s Initial Term is one (1) month, the Agreement will automatically renew one (1) month from the Effective Date, and the Renewal Term will be one (1) month. This Renewal Term will automatically occur, unless and until one party gives the other a thirty (30) day advanced written notice of non-renewal, prior to the expiration of the Initial term or expiration of the then-current Renewal Term. Customer agrees to follow Roya’s non- renewal process, accessible from Customer’s Account to give an effective notice of non- renewal
m. Termination for Infringement: If Roya is faced with a credible claim that Services infringe on the intellectual property rights of a third party, and Roya is not able to obtain the right to use the infringing element and/or modify Services such that they do not infringe, Roya may terminate Services on reasonable notice of at least thirty (30) days and will not have any liability on account of such termination, except to refund the amounts paid for Services not used as of the time of termination (i.e. pre-payment).
n. Third Party Services: Roya from time to time may recommend and/or make available, including without limitation availability through deployment, various third party software, products, implementation tools, and/or services for Customer’s consideration. Roya MAKES NO REPRESENTATION AND/OR WARRANTIES WHATSOEVER REGARDING SUCH THIRD PARTY SOFTWARE, PRODUCTS, TOOLS, and/or SERVICES THAT ARE NOT PURCHASED FROM Roya. Customer’s use of any such third party software, products, tools, and/or services is governed by the terms of Customer’s agreement with the third party provider of such, if any, and is at Customer’s sole risk.
o. Third Party Users: Customer may permit subsidiary and affiliated companies to use Services, and Customer is responsible for acts and/or omissions of any and all third party users. Customer may resell to third parties and assumes full responsibility for third party activities and content, which are governed by the Agreement. Unless otherwise expressly stated in the Agreement, Roya will provide Support only to Customer and will not provide Support to Customer’s customers, end users, subsidiaries, affiliates, third parties, and/or third party affiliates. There are no third party beneficiaries to the Agreement, meaning that Customer’s customers, subsidiaries, affiliates, and/or third parties have no rights against Roya under and/or arising from the Agreement.
p. Service Management Agent: Customer agree that Customer will not interfere with any service management software (“SMS”) agent(s) that Roya may install on Services. Roya agrees that any SMS agent will only utilize a minimal amount of computing resources and will not interfere with Customer’s use of Services. Should Customer attempt to and/or actually interfere and/or disable such SMS agent(s), Customer’s Service will become “Unsupported” and Roya may access Services to reinstall such SMS agent(s).
q. Support: Roya will only provide Support to Customer’s Account administrative and/or technical contact(s) listed at the time of request for Support.
2. WARRANTIES and LIMITATION OF LIABILITY:
With respect to the Services to be provided hereunder, Customer understands and
acknowledges that Roya MAKES ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. Customer further agrees that Roya and any of its employees, agents, affiliates, and/or suppliers shall not be liable to Customer for any claims, damages, or loss of profit which may be suffered by Customer or any other entity in any respect for direct, indirect, consequential, actual, or punitive damages arising out of or in relation to Services provided hereunder, including, but not limited to, losses or damages resulting from loss of Customer Data. The utilization of any data or information received by Customer via Roya’s Network, Services, and/or other Roya’s other resources is at Customer’s sole and absolute risk, and Roya specifically disclaims and denies any responsibility for the completeness, accuracy, or quality of such data or information.
3. INTELLECTUAL PROPERTY
a. Intellectual Property: Neither party shall take any action or intentionally omit to take any action that would jeopardize, limit, or interfere in any manner with the ownership of the other party in the other party’s products, services, documentation, or intellectual property. Title to and ownership of any and all original and/or copies of any products, services, software, documentation, and/or Internet services developed by and/or for Roya and/or owned by Roya through the Term of the Agreement, whether in machine-readable or printed form, and including, without limitation, any derivative works, compilations, or collective works thereof, and all related technical know-how, and all rights therein (including without limitation rights in patents, copyrights, and trade secrets applicable thereto), are and shall remain the exclusive property of Roya and its suppliers and/or its vendors. Customer shall not take any action to jeopardize, limit, and/or interfere in any manner with Roya’s rights, title to, and interest in and to its trade secrets, inventions, copyrights, and/or other intellectual property including without limitation disassembling, decompiling, or reverse-engineering any of Roya’s Internet software and/or any of Roya’s source code. Customer shall not use any of Roya’s intellectual property including without limitation Roya’s name, trademarks, trade names, or logos, in connection with the operation of Customer’s business, except as may be provided for in the Agreement. Neither party shall use the other party’s name, trademarks, or logos in either its own corporate name or in any fictitious name. Neither party nor its employees or agents shall knowingly remove or alter any trademark, trade name, copyright, or other proprietary notices, legends, or symbols from any of the other party’s products or documentation or intellectual property. The design and content created by Roya for the customer as well as customer data and lead information is owned by the customer and customer has the right to copy these elements and transfer outside of Roya network except for customers that are not in good standing. Roya is not responsible for facilitating the transfer of the content and is simply granting permission for the customer to do so.
b. Roya’s Network: Customer does not acquire any ownership interest in and/or right to possess the Network and/or any Network components, and Customer has no right to physically access to the Network.
c. Advertisement: Customer grants Roya a non-exclusive, worldwide, royalty-free, and fully paid-up license during the Term to use of Customer’s name, trademarks, logos, marks, and/or trade names in connection with Roya’s Services (including Support) provisioned to Customer and to be listed as a customer of Roya’s Services by Roya and/or its designees. This includes the right of Roya to sub-license its affiliates and/or any third parties providing all or part of Services on behalf of Roya to achieve the foregoing.
d. Feedback: Roya owns all right, title, and interest in and to Feedback. Upon providing Feedback, Customer irrevocably assigns to Roya all right, title, and interest in and to any intellectual property rights in the Feedback and agrees to provide Roya with any assistance Roya may require to document, perfect, and/or maintain Roya’s rights in the Feedback.
4. CONFIDENTIALITY & NON-SOLICITATION
a. Confidential Information: Customer and Roya hereby agree not to disclose or use and to assure that their employees and agents do not disclose or use each other’s Confidential Information. Both parties acknowledge that the other’s respective Confidential Information is valuable, special, and unique; that its unauthorized disclosure and/or use will cause irreparable injury to the other party; that immediate injunctive and/or other equitable relief will be necessary and appropriate to remedy an unauthorized disclosure or use of such information; and that such relief may include without limitation a Temporary Restraining Order (obtained ex parte) as well as permanent injunctive or other relief. Upon termination of the Agreement, each party agrees to return to the other party, within a reasonable time period, any and all Confidential Information and other materials belonging to the other.
b. Non-Solicitation: Customer shall not cause or attempt to cause any employee or agent of Roya, its subsidiaries, and/or of its parent company, to terminate employment or agency during the Term of this Agreement. Customer further agrees not to cause or attempt to cause any of Roya’s customers, their agents, or their employees to terminate their respective relationships with Roya, its subsidiaries, and/or its parent company.
c. This Section will survive the termination of the Agreement for a period of two (2) years.
5. FEES AND PAYMENT:
a. Set-Up and Initial Term Fees: Set-up fees, related service charges, and any applicable first payments for payment plan installments are due at the time Customer submits an Order/Estimate, orders Services, and/or provisions Services. Customer accepts and acknowledges that Customer will be responsible for paying for any network resources that are used to connect Customer’s Services, even if Customer is not utilizing Services. Customer may initiate non- renewal and/or a cancellation request in in accordance with this Agreement but shall be responsible for paying for any Roya Network resources (including without limitation space provisioned for Customer’s Services) up to the point of non-renewal or cancellation. Customer further agrees and acknowledges that cancellations made after Customer submits an Order, orders Services, and/or provisions Services and/or Roya provisions Services for Customer will not nullify Customer’s obligation for set-up fees, related service charges, and all Initial Term fees and/or payments due under any applicable payment plan. All set-up and Initial Term fees are non-refundable, in whole or in part, even if Customer’s Account is suspended, cancelled, or transferred prior to the end of the Initial Term. Any suspension, termination, and/or cancellation by Roya or Customer shall not relieve Customer of the obligation to pay all fees accrued prior to such suspension, termination and/or cancellation.
b. Invoices: Roya will charge Customer for fees in accordance with the Order; unless otherwise stated, the billing cycle for Services will be monthly. Roya will charge Customer’s credit/debit card without invoice as follows: (i) for recurring fees. in advance, on or around the first day of each billing cycle; and (ii) for non-recurring fees (such as fees for initial setup fees, service related charges, overages, cycle fees, and domain name registration fees) on or around the date incurred, or on or around the first day of the billing cycle that follows the date incurred, at Roya’s option.
c. Restrictive Endorsements: If Customer pays by check, restrictive endorsements or other statements on checks accepted by Roya shall have no effect.
d. Overages: Roya will bill Customer, and Customer shall pay, for excess resources used by Customer, including without limitation overages for data transfer, disk space usage, additional call tracking minutes and virtual host limits. If Customer exceeds Customer’s virtual host limit, Roya, in its sole discretion, may automatically upgrade to the next-higher service plan and bill Customer according to the upgraded plan and Customer will pay according to the upgraded plan.
e. Late Fees: In Roya’s sole discretion, interest charges may be added to any past due amounts at the rate of 1.5% per month (or the maximum rate allowed by law, if less).
f. Promotional Offers and Guarantees: All promotional offers may be invalidated by Roya, in its sole discretion, if Customer fails to make timely and full payment or if Customer cancels Services within 30 calendar days of the Effective Date, and, as such, Customer will be charged the full price Services.
g. Suspension of Services and Registered Name registration: Customer acknowledges and agrees that Customer’s Registered Name is subject to suspension, cancellation, or transfer by any ICANN procedure, by any Registrar and/or Registry Operator procedures approved under an ICANN-adopted policy, and/or by any other TLD Registry Operator procedures as the case may be, for the resolution of disputes concerning the Registered Name, and, in the event of Customer’s failure to pay, Customer agrees and acknowledges that, Roya, in its sole discretion, may cause Customer’s Registered Name registration to be transferred to Roya. Should Roya cause Customer’s Registered Name registration to be transferred, Roya will possess any and all rights regarding such Registered Name registration including without limitation the right to make said Registered Name available to other parties for purchase. Roya may reinstate Customer’s Registered Name registration at Roya’s sole discretion following Roya’s receipt of payment in full from Customer (unless Roya has already sold the Registered Name registration to a third party, under the above provisions of this Agreement).
h. Default and Acceleration: Should Customer fail to make timely and full payment and/or otherwise breach this Agreement, Roya may declare Customer in default and require Customer to pay all fees owing for the then-current Term immediately and without prior notice. Further, in the event of such default, Roya may act, in its sole discretion, as Customer’s Attorney-in-Fact to execute actions and/or proceedings including without limitation selling and/or otherwise disclosing Customer Data and/or Customer’s Registered Name registration.
i. Collections: Customer shall reimburse Roya for all administrative costs (including reasonable attorney fees) associated with collecting overdue Account balances, delinquent payments, and/or dishonored payments, including without limitation credit card chargebacks.
6. SUSPENSION and TERMINATION:
a. Breach of Agreement: Roya, in its sole discretion, may unilaterally suspend and/or terminate Services without liability if: (i) Roya believes that Services are being used in violation of the Agreement; (ii) Roya discovers that Customer has (and/or is affiliated in an manner with a third-party customer that) used Services abusively in the past; (iii) Customer fails to make full and timely payment for Services, fees, and/or charges; (iv) Customer does not cooperate with Roya’s reasonable investigation of any suspected violation of the Agreement; (v) there is an attack on the Services and/or Services are/were accessed and/or manipulated by a third party; (vi) Roya is required to do so by law or a regulatory or governmental body; or (vii)
there is another event for which Roya reasonably believes, in its sole discretion, such action is necessary to protect Roya’s Network and/or other resources and/or other customers. If Roya suspends Customer’s access to Services and/or use of any portions of Services for any reason, Customer shall remain responsible for any applicable fees and charges for any Services to which Customer continues to have access, in addition to any applicable data storage fees and/or additional fees and/or charges. If Roya suspends Customer’s access to Services and/or use of any and/or all portions of Services due to a breach of Customer’s obligations under the Agreement, Roya may continue to charge Customer fees for Services, regardless of limited and/or no access to and/or use of Services, during the suspension, in addition to any applicable data storage fees and/or additional fees and/or charges. Roya, in its sole discretion, may charge a reconnection fee upon reinstatement of Service.Roya, in its sole discretion, may terminate access to Customer Data stored on Roya’s Network and will not be liable for any resulting damages and/or losses that may incur.
b. Notice of Suspension or Termination: Roya will attempt to give Customer reasonable advance notice of suspension or termination (of at least twelve (12) business hours), unless Roya determines, in its sole discretion, that such action on shorter or contemporaneous notice is necessary.
c. SLA Credits During Suspension: During suspension, Customer is not entitled to any SLA Credits under any applicable SLA.
Customer shall indemnify and hold harmless Roya from any and all loss, cost, expense, and damage on account of any and all manner of claims, demands, actions, suits, proceedings, judgments, costs, and expenses that may be initiated against Roya and Roya’s officers, directors, and employees for any Service provided to Customer by Roya, to include Web space content that violates any copyright, trademark, or service mark; any proprietary right of any person or entity; any state and/or federal laws or regulations; or contains any defamatory matter.
a. Governing Law: The Agreement shall be governed by the laws of the State of California in the USA without regard to such State’s laws and rules concerning conflicts of laws. Each party agrees that jurisdiction and venue for any and all claims, disputes, and/or other matters arising from the Agreement San Diego County, California, to enforce and/or interpret the Agreement, the prevailing party in such action shall be entitled to all reasonable costs to include attorney fees. If either files or brings any such legal action outside San Diego, California, the defending party may make a formal demand listing all its reasonable costs and expenses including attorneys fees to the filing party and the filing party shall fully reimburse the defending party within ten (10) calendar days after receipt of such demand .
b. Severability: In the event that any term, condition, and/or provision of the Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, and/or invalid in whole or in
part for any reason, the remaining provisions of the Agreement shall remain in full force and
c. Interpretation: Captions in the Agreement are for convenience only. Use of the words and/or
phrase “including,” “and/or,” and “such as” herein shall be read as “including without limitation.” The format, words, and phrases herein have plain English meanings and/or definitions generally understood in the Computer/Software/Internet Industries. This Agreement shall be construed according to its plain meaning. In the event any ambiguity is found herein, interpretation shall be based on the intent of the parties, rather than a construction automatically against the interests of the drafting party.
d. Survival: All Agreement terms, provisions, paragraphs, and/or sections, which by their nature are intended to survive expiration or termination of the Agreement, shall so survive.
e. Force Majeure: Either party shall be excused from performance to the extent that it is prevented from performing as a result of any act and/or event which occurs and that is beyond the nonperforming party’s reasonable control including without limitation: (i) acts of God; (ii) war; (iii) weather; (iv) utility or telecommunications outages; (v) unrest or riot; (vi) union strikes; or (vii) any action of a governmental entity, provided that the such nonperforming party experiencing the force majeure provides the other with prompt written notice thereof and uses reasonable efforts to remedy effects of such force majeure.
f. Notices: Roya’s routine communications regarding Services and/or legal notices will be sent to the designated contact person listed on Customer’s Account either by electronic mail or USPS mail, except that Roya may give notice of Agreement revisions and/or amendments by posting such notice on Customer’s Account. Customer should send routine communications to Roya via links from Customer’s Account portal. All non-routine and/or legal correspondence should be sent either by electronic mail to email@example.com or by USPS to...
ATTN: General Counsel
2658 DEL MAR HEIGHTS Rd. #320 Del Mar, CA 92014.
a. “Account” means the Customer’s account with Roya.
b. “Agreement” means the complete and entire understanding between the parties, exclusively represented by the totality of the following documents: (i) this Agreement; (ii) the executed Contract Order/Estimate; and (iii) any and all Specific Product/Service Terms and Conditions containing additional terms for use of a particular Service, or subsequent services provided by Roya to Customer.
c. “API” means application programming interface.
d. “Billing Policy” (“BP”) means Roya’s Billing Policy, available on Roya’s Contract Orders.
e. “Confidential Information” means all information disclosed by one party to the other, whether disclosed before or after the Effective Date of the Agreement, that the receiving party should reasonably understand to be confidential, including but not limited to: (i) unpublished prices and other terms of Services, audit and security reports, product development plans, nonpublic information of the parties relating to its business activities and/or financial affairs, data center designs (including but not limited to non-graphical information observed during a data center tour), server configuration designs, and other proprietary information or technology; (ii) lists of subscribers, customers, and/or clients, including without limitation information such as credit card numbers, personal contact information, and preferences; and the results of market research performed or obtained by one another concerning any such subscribers, customers, and/or clients; and (iii) information belonging to and/or concerning one another which is not generally known by or disclosed to the public, including without limitation information regarding one another’s hardware, software, personnel, finances, business plans, computer programs, code, algorithms, expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics, and other technical, business, financial and product development plans, forecasts, strategies, and any other information marked “Confidential.” Information that is developed by one party on its own, without reference to the other party’s Confidential Information, or that becomes available to one party other than through violation of the Agreement or applicable law, shall not be “Confidential Information” of the other party. Confidential information shall not include Customer Data.
f. “Customer Data” means all data, records, files, input materials, reports, forms, and/or other such items that are received, stored, and/or transmitted using Services, Roya’s Network, and/or other Roya resources.
g. “Effective Date” means the earlier of the date of (i) Agreement execution or (ii) Roya’s provisioning of Services.
h. “Feedback” means information provided by Customer, either unsolicited or in response to a questionnaire, survey, and/or other material, regarding Customer’s opinions about Roya and/or its Services.
i. “Network” means Roya’s network of servers, machines, routers, hubs, switches, and other equipment that is integrated with the world-wide web.
j. “Order/Estimate” means: (i) any Contract Order Customer submits for Services, (ii) any written order estimate (either in electronic and/or paper form) provided to Customer by Roya for signature that describes Service(s) Customer is purchasing that Customer signs, either manually or electronically, and (iii) Customer’s use or provisioning of Services through Customer’s Account, the Roya control panel or through an API.
k. “Personal Data” (“PII”) means: (i) a combination of any information that identifies an individual with that individual’s sensitive and non-public financial, health, or other data and/or attribute, such as a combination of the individual’s name, address, or phone number with the individual’s social security number and/or other government issued number, financial account number, date of birth, address, biometric data, or other personally identifiable information; (ii) any “non-public personal information” as that term is defined in the Gramm-
Leach-Bliley Act found at 15 USC 1 6809(4); and/or (iii) “protected health information” as
defined in the Health Insurance Portability and Accountability Act found at 45 CFR 160.103. l.“Registered Name” means a domain name, whether consisting of two or more levels, about
which the Registry Operator of a Top Level Domain (TLD), or an affiliate engaged in providing Registry Services, maintains data in a Registry Database, arranges for such maintenance, or derives revenue from such maintenance. In essence, a Registered Name is a domain name that is registered with a Registry Operator, through an ICANN-accredited Domain Name Registrar.
m. “Services” means software, products, and/or services described in the Order and includes any service that Customer may self-provision through the Roya control panel, Customer’s Account and/or which Customer utilizes via an API.
n. “Support” means technical support for Services and/or any additional level of support offered by Roya applicable to specific Services ordered by Customer.
o. “Term” means the length of the Agreement; unless otherwise specified in the Order, the initial term of this Agreement is one (1) month (“Initial Term”), commencing on the Effective Date.
p. “Terms and Conditions” means the terms, conditions, and general provisions as listed in the Agreement, any applicable product or service-specific Product and/or Service Terms and Conditions, and any terms and conditions listed in the Order.