Agreement

SimplerCloud agrees to furnish services to You, subject to the following Terms of Service. Use of SimplerCloud’s service constitutes acceptance and agreement to SimplerCloud ‘s Terms of Service.

Term

The term of this Agreement shall be monthly, to commence on the date that You are signing-up electronically for service by creating an account with an email address. Fees are billed by SimplerCloud on a monthly billing cycle commencing on the the day an order is processed until one month later. Some services may be billed on a quarterly, semi-annual or annual basis and in those cases, the Term of this agreement shall be the respective billing period of the service.

For domain related services, please refer to this Domain Name Agreement

1. Use of Services

You may use our services, provided that you are of legal age to form a binding contract and are not barred from receiving such services under the laws of the jurisdiction you operate in.

In order to access our services, you are required to provide current and factual identification, contact, and other information as part of the registration process. This includes providing a real name, valid phone number and contact address as per your photo ID, such as IC or passport. As part of the ordering process, we might require a copy of your photo ID when necessary, and perform additional checks, including the matching of your Paypal address with your contact information. We would also perform regular checks on the account profiles to ensure that all information is valid.

You are responsible for the confidentiality of your account information and for all activities that occur under your account. You are solely responsible for all content within your account. You agree to immediately notify SimplerCloud of any unauthorized use of your account or any other breach of security. SimplerCloud will not be liable for any loss or damage as a result of your failure to provide us with accurate information or to keep your account secure.

By registering for an account with your email address you are agreeing to the Terms of Service, Privacy Policy and all other clauses listed here forth. If you do not wish to accept these terms you can simply deactivate your account and not continue using it.

2. Acceptable Use

You agree that any violation of this Terms of Service will result in immediate account suspension or cancellation without a refund and the possibility that SimplerCloud will impose fees; and/or pursue civil remedies without providing advance notice.

Proper Use of Service – You are responsible for the actions of all users of your account and any data that is created, stored, displayed by, or transmitted by your account while using SimplerCloud. You will not engage in any activity that interferes with or disrupts SimplerCloud’s services or networks connected to SimplerCloud or attempt any unauthorized and/or illegal access of computers, networks and/or accounts not belonging to you.

Misuse of System Resources – You agree not to intentionally misuse system resources, including but not limited to employing programs that consume excessive network capacity, CPU cycles, or disk IO. You agree not to obtain services in excess of those for which you have contracted with SimplerCloud. You shall use only those IP addresses that are assigned to you by SimplerCloud, and shall not use any IP addresses outside of their assigned range. You also agree not to perform any activities which might cause your IP address to be blocked by other providers. You agree not to use any mechanism to exceed the amount of resources assigned to your account, or to conceal such activities.

Spam – SimplerCloud has a zero tolerance policy on spam, Junk E-mail or UBE. Spam, Junk-mail and UBE are defined as: the sending of the same, or substantially similar, unsolicited electronic mail messages, whether commercial or not, to more than one recipient. A message is considered unsolicited if it is posted in violation of a newsgroup charter or if it is sent to a recipient who has not requested the message. UBE also includes e-mail with forged headers, compromised mail server relays, and false contact information. This prohibition extends to the sending of unsolicited mass mailings from another service, which in any way implicates the use of SimplerCloud whether or not the message actually originated from our network.

Mailing Lists – You agree that use of SimplerCloud’s services for mass mailing (which also apply to mailing lists, list servers, or mailing services you may contract with), will be focused at a targeted audience that has voluntarily signed up for your e-mail information or that has made their e-mail address available for distribution of information from you. The list must also allow for automatic removal of recipients with non-distribution in the future.

Injurious Code – You agree not to use SimplerCloud’s services to distribute, receive communications or data gleaned from, or execute any action directed by any type of injurious code, including but not limited to: (a) Trojans, (b) key loggers, (c) viruses, (d) malware, (e) botnets, (f) denial of service attacks, (g) flood or mail bombs, (h) logic bombs, or (f) other actions which SimplerCloud reserves the sole right to determine to be malicious in intent.

Lawful Use – You agree to comply with and refrain from violations of, all applicable provisions of the laws in the jurisdiction you operate in, including but not limited to those statutes forbidding: (a) distribution of pornography, (b) forgery, identity theft, misdirection or interference with electronic communications, (c) invasion of privacy, (d) violations of any SPAM Acts, (e) collection of excessive user data from children, or other improper data collection activities, (f) securities violations, wire fraud, money laundering, or terrorist activities, (g) abuse of copyright, trademark, trade secrets or other intellectual property rights, (h) distribution of obscene materials or (i) false advertising, propagating or profiting from frauds and unfair schemes.

Providing of False Personal Data – You agree to provide truthful data when signing up for SimplerCloud’s service. This includes but is not limited to: (a) email addresses, (b) contact information, (c) credit card numbers.

Notification of Breach – You will notify SimplerCloud if and when you learn of any security breaches regarding your SimplerCloud services, and will aid in any investigation or legal action that is taken by authorities and/or SimplerCloud to address the security breach.

Registration of Multiple Accounts with the same billing details – You are restricted from registering multiple accounts with the same billing details without first notifying SimplerCloud of the intent; to ensure that accounts aren’t automatically flagged as possibly fraudulent and without notification, accounts may be treated as abuse and/or fraudulent which would lead to suspension of service. SimplerCloud also reserves the right to terminate your account if you are targeted by malicious activity from other parties.

Abuse Notices – You agree that any usage that prompts the receipt of abuse complaints pertaining to violation of the Terms of Service must be promptly discontinued to avoid service cancellation for violation of these terms.

Hacking – You agree not to perform unauthorised access to use of data, systems or networks, including attempts to scan, probe and test the vulnerability of a system or network or to breach security or authentication measures, unauthorised monitoring of data or traffic on any network or system without explicit permit from the owner.

Terrorist activities – You agree not to use SimplerCloud services to promote or enact terrorist activities, including and not limited to forums or web sites for terrorists or terrorist activity, personal websites for terrorists, audio, photo and videos of terrorist activities.

Internet Relay Chat (IRC) – You agree not to use SimplerCloud services to run any IRC services, including IRC bots and botnets.

Game Hosting Server – You agree not to use SimplerCloud services to run any game hosting server.

Distributed Denial of Service (DDOS) attacks – You agree not to use SimplerCloud services to perform any form of DDOS attacks. If a servelet is being attacked by any form of DoS, SimplerCloud has the right to terminate the account with immediate effect and without providing any refund for the remaining unused billing period.

Free Proxy Services – You agree not to use SimplerCloud services to run any free proxy services (e.g. SOCKS proxy or any other type of proxies) for general public.

3. Invoicing & Payment

You agree that SimplerCloud shall be permitted to charge your credit card on a monthly, annual, or other agreed upon basis in advance of providing services. Payment is due upon invoicing. Service may be suspended (and hence interrupted) on accounts that reach past due. If any amount is overdue, SimplerCloud may terminate service and bring legal action to collect the full amount due, including any legal fees and costs. Such overdue accounts may also be turned over to an outside collection agency for collection.

For all services that have monthly billing, you will be billed on the same day of the month that you signed up for the service. If that day does not exist in the month (for example, for months with 30 days, or February), you will be billed on the last day of that month.

You are aware that SimplerCloud may prospectively change the specified rates and charges from time to time.

SimplerCloud is not responsible for any additional bank fees, interest charges, finance charges, over draft charges, currency exchange differences or other fees resulting from charges billed by SimplerCloud.

Unless otherwise stipulated or agreed upon, SimplerCloud does not provide any refunds. Any exceptions that are made are done so solely at the discretion of SimplerCloud; in such an event, all refunds, (if any), are subject to a mandatory service charge of $10.00 if the refund amount is $100 and below, and 10% of the refundable amount if the refundable amount is above $100. Such refunds will also only be done at a minimum of 30 days after the affected user account is closed and only through reversing the original PayPal transaction.

4. Account Cancellation or Suspension

SimplerCloud reserves the right to suspend network access to any customer if, in the judgment of the SimplerCloud network administrators, your service is the source or target of a violation of any of the other terms of service or for any other reason which SimplerCloud chooses. SimplerCloud will use reasonable care in notifying you and in resolving the problem in a method resulting in the least amount of service interference. SimplerCloud reserves the right to terminate service without notice for continued and repeated violations of the Terms of Service. If inappropriate activity is detected, all yours accounts in question will be deactivated until an investigation is complete. Prior notification is not assured. In extreme cases, law enforcement will be contacted regarding the activity. You will not be credited for the time your machines were suspended.

If at any time it becomes necessary for SimplerCloud to cancel your service without cause, SimplerCloud will provide 30 days advance notice.

You may cancel the service at any time via SimplerCloud’s online portal. Cancellation of service does not relieve you of responsibility for the payment of all accrued charges.

5. Technical Support

SimplerCloud provides free 24×7 technical support via our Support Ticket system. This support relates to your SimplerCloud’s services physically functioning. SimplerCloud charges for other forms of support which includes but is not limited to (a) application specific issues such as application configuration, (b) cgi programming, (c) web or mail server configuration, or (d) any other such issues at the sole discretion of SimplerCloud’s support personnel. SimplerCloud does not provide technical support to your customers.

6. Uptime Guarantee

SimplerCloud provides a 99.9% uptime guarantee on all our hardware, and on network connectivity. In any given month, if your SimplerCloud Servelet is down for more than 0.1%, you may request a pro-rated credit for the down-time.

7. IP Addresses

SimplerCloud assigns you an Internet Protocol address for your use, the right to use that Internet Protocol address shall belong only to SimplerCloud, and you shall have no right to use that Internet Protocol address except as permitted by SimplerCloud in its sole discretion in connection you’re your SimplerCloud Services, during the term of this Agreement. Our allocation of IP addresses is limited by ARIN’s and APNIC’s policies. These policies state that use of IP addresses for IP based virtual hosts will not be accepted as justification for new IP addresses when the protocol supports name-based virtual hosts. What this means to you is that you MUST use name-based hosting where possible.

8. Backup

You are solely responsible for the preservation of Your Data. Even with respect to Data as to which you have contracted for backup services, SimplerCloud shall have no responsibility to preserve Data, and the service is provided as is, without warranty.

9. Disclaimers and Waiver of Liability

SimplerCloud DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING HARDWARE, SOFTWARE, OR SERVICES, NOR THE STATEMENT OR CONDUCT OF ANY AGENT OF SimplerCloud, SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY WHATSOEVER. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST SimplerCloud ARISING OUT OF YOUR PURCHASE OR USE OF THE SOFTWARE, OR ANY CONDUCT OF SimplerCloud’s OFFICERS, EMPLOYEES, OR AGENTS. SimplerCloud SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY THIRD PARTY IN ANY AMOUNT, OR FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF SimplerCloud HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. NO DISCLOSURE BY SimplerCloud’s OFFICERS, EMPLOYEES, OR AGENTS, SHALL BE MADE A CAUSE OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL SimplerCloud’s AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, UNDER STATUTE, OR OTHERWISE, EXCEED THE AMOUNT OF ONE (1) MONTH OF SERVICE PROVIDED PURSUANT TO THIS AGREEMENT. YOU ACKNOWLEDGE THAT THE FEES PAID BY YOURSELF REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SimplerCloud WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

For any managed security services that SimplerCloud provides, including but not limited to managed firewall service (host-based), OS patching and hardening service etc, SimplerCloud does not provide any guarantee that your servelet will be 100% secure and will be free of attacks and hacking attempts or incidents. While SimplerCloud will do its best to protect customer’s servelet under the service provided, SimplerCloud shall not be liable or responsible for any damages or loss suffered by you as a result of any security incidents during or after the subscription of the services.

For any managed services which require SimplerCloud engineers to have root/administrator access to customer’s servelets, customer agrees to indemnify SimplerCloud for any and all liability, loss and damage to the integrity of the data inside customer’s servelet. SimplerCloud also is not responsible for any confidentiality breach arised for the need to have the root/administration access to customer’s servelet.

10. Indemnification

SimplerCloud wishes to emphasize that in agreeing to the SimplerCloud Terms of Service, You agree to defend, indemnify and hold harmless SimplerCloud from any and all claims or causes of action arising out of your misuse of SimplerCloud Services.  This means that if SimplerCloud is sued because of a customer’s or a customer of a customer’s activity, the customer will pay any damages awarded against SimplerCloud, plus all costs and reasonable legal fees.

11. Confidentiality

You agree to keep confidential any Confidential Information to which you are given access, and shall cooperate with SimplerCloud’s efforts to maintain the confidentiality thereof. You shall not publish to third parties or distribute information or documentation that SimplerCloud provides for purposes of operating and maintaining its systems, including material contained in estimates, invoices, work orders, or other such materials.

12. Legal Compliance

SimplerCloud may suspend or terminate Services and this Agreement immediately upon receipt of any lawfully issued notice from a court having jurisdiction over SimplerCloud, alleging the use of the Services to accomplish violations of law, pending the resolution of the relevant court proceeding. When subjected to lawful process requiring disclosure, SimplerCloud may disclose your identity and contact information, and SimplerCloud shall not be liable for damages or results thereof, and you agree not to bring any action or claim against SimplerCloud for such disclosure.

13. Notices

You agree that SimplerCloud may provide you with notices, including those regarding changes to the Terms of Service, by email, regular mail, or postings on SimplerCloud website

14. Entire Agreement

The Terms of Service (including any policies, guidelines or amendments that may be presented to you from time to time) constitute the entire agreement between you and SimplerCloud and govern your use of SimplerCloud services, superceding any prior agreements between you and SimplerCloud for the use of SimplerCloud services.

15. Survival

All terms of this Agreement, which by their nature are intended to survive termination of this Agreement, shall so survive.

16. Force Majeure

Either party shall be excused from performing hereunder to the extent that it is prevented from performing as a result of any act or event which occurs and is beyond its reasonable control, including, without limitation, acts of God, war, weather, utility or telecommunications outages, unrest or riot, strikes any action of a governmental entity, etc.; provided that the party experiencing the force majeure provides the other with prompt written notice thereof and uses reasonable efforts to remedy effects of such force majeure.

17. Waiver and Severability of Terms

The failure of SimplerCloud to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the party’s intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.

18. Choice of Law

The Terms of Service and the relationship between you and SimplerCloud shall be governed by the laws of the Republic of Singapore without regard to its conflict of law provisions. You and SimplerCloud agree to submit to the personal and exclusive jurisdiction of the courts located within the Republic of Singapore.

19. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of SimplerCloud services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

20. Dispute Resolution

In the event of any disagreement or dispute between the parties arising out of any matter relating to or arising out of this Terms of Service, the parties shall in the first instance seek to resolve the matter by discussions between the respective representatives of each party.  In the event that they are unable to resolve the disagreement or dispute within 2 business days, the matter may by agreement between the parties be referred to mediation.

If the disagreement is of a technical nature, either party may by written notice to the other require that the matter be referred to a technical expert (“the Expert”) for resolution. The Expert shall be appointed by agreement between the parties or, in default of agreement, by the President for the time being of the Singapore International Arbitration Centre and both parties shall at their own cost afford the Expert with such assistance as he/she may reasonably request in connection with the resolution of the disagreement or dispute.  The Expert shall be instructed to provide his/her decision as soon as reasonably possible.  Unless otherwise directed by the Expert in the context of his/her decision, the costs of the Expert shall be borne equally by the parties.

In all other circumstances, all disputes arising under or in relation to this Terms of Service shall be subject to the jurisdiction of the courts of the Republic of Singapore.

21. Miscellaneous Provisions

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. This Agreement may be signed electronically.