Service Agreement for Data Center Services

4.    Plan(s) Usage. The Acceptable Use Policy (also called AUP) dictates the general policies and procedures for the use of the Plan(s). VeriTeknik’s Online Privacy Statement informs the customer of how VeriTeknik will collect, store, process and use the information associated with the use of your Plan(s). VeriTeknik’s Privacy Policy is located on VeriTeknik’s website and may be updated at any time. You should carefully read the AUP, as by registering for hosting you will be bound by the AUP and any modifications made to said document. VeriTeknik reserves the right to terminate your Plan(s) provided VeriTeknik sends to User written notice of violation of the AUP and User’s failure to remedy the breach of the AUP within five (5) business days of receipt of such notice.

5.    Content Requirement. Use of the Plan(s) requires a certain amount of knowledge in the use of Internet Programming Languages, protocols and software, etc… This knowledge will vary depending on the usage and content level of your website. You or your webmaster must have the knowledge necessary to maintain your website, as it is not VeriTeknik’s responsibility to advise, teach, supply or provide any such knowledge or customer support outside of the Plan(s) agreed to you by VeriTeknik.

6.    Quality of Service. VeriTeknik will make its best efforts to provide quality, and uninterrupted services but this is not a guarantee. If not stated with a SLA, VeriTeknik will not be responsible for any damages caused by service interruption, temporary delay, or outages of the Plan(s).  Notwithstanding the foregoing, in the event of interruption in the services, including, but not limited to a service outage or interruption that, in User’s reasonable discretion, is below the standard set forth in the SLA, and such interruption is not an Excusable Delay as defined below, then User shall be entitled to a credit in the amount User owes to VeriTeknik in an amount equivalent to the proportionate MRC for the period during which such service outage or interruption occurs.  Excusable Delay shall mean any delay that is attributable to any act of God, fire, flood, riots, war, or government action.  To qualify as Excusable Delay, VeriTeknik shall send written notice to User as soon as such Excusable Delay occurs.

7.    Employee Solicitation. You agree not to approach VeriTeknik’s employees with proposal to hire them as your own employees or contractors. Veriteknik agrees not to solicit, either directly or indirectly, to hire or attempt to hire any of User’s employees or consultants, or contract with any client or vendor of User, during the term of this Agreement and for a period of two (2) years from date of termination or completion of this Agreement and the Services referenced herein.  VeriTeknik agrees that it will concede to an immediate injunction against hiring any of User’s employees or consultants, or otherwise contracting, either directly or indirectly, with any client or vendor of User, should it be in violation of this provision.

8.    Limited Liabilities. Under no circumstances, including, without limitation, negligence or other tort, principles of contract, warranty, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose or otherwise, shall VeriTeknik in creating, producing or distributing the Plan(s) thereunder be liable to you for any indirect, special, consequential, incidental or exemplary damages including, without limitation, to damages for lost profits, loss of use, loss of data, errors, defects, phone bills, communication lines bills, or loss of privacy. In no event will VeriTeknik or its suppliers have any liability for unauthorized access to, theft or destruction of any content made available for distribution by the Plan(s) through fraud or devices provided VeriTeknik takes all commercially reasonable steps to protect against such unauthorized access to date of User.

Under no circumstances, including, without limitation, negligence or other tort, principles of contract, warranty, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose or otherwise, shall User be liable to VeriTeknik for any indirect, special, consequential, incidental or exemplary damages including, without limitation, to damages for lost profits, loss of use, loss of data, errors, defects, phone bills, communication lines bills, or loss of privacy.
9    Indemnification. You agree that you shall defend by counsel reasonably accepted by VeriTeknik, protect and hold VeriTeknik harmless from and against any and all demands, liabilities, losses, costs, expenses, claims, including reasonable attorneys’ and consultants’ fees and court costs, demands, causes of action, or judgment directly or indirectly arising out of or related to the Plan(s) provided VeriTeknik to you.
VeriTeknik shall indemnify and hold harmless User from and against, and shall reimburse User for, any damages, including attorney’s fees which may be sustained, suffered or incurred by User, whether as a result of any third party claim or otherwise, and which may arise or result from or in connection with or are attributable to the breach of any of VeriTeknik’s covenants, representations, warranties, agreements, obligations or undertakings contained in this Agreement. This indemnity survives any termination of this Agreement.
10.    Disclaimer. You acknowledge and agree that VeriTeknik accepts no responsibility or liability for, and employs no control over, the content of the information passing through VeriTeknik’s host servers, network hubs, or the Internet. All services performed thereunder are performed “as is” and without warranty against failure of performance, except as otherwise provided in this Agreement, including, without limiting to, any failure due to computer hardware or communication systems. Except as expressly provided in this Agreement, VeriTeknik does not make and hereby disclaims, and you hereby waive all reliance on, any representations or warranties, arising by law or otherwise, in reference to the Plan(s), including, but without limiting to, implied warranties of merchantibility, fitness for a particular purpose, non-infringement, or developing from course of dealing, course of performance, or usage in trade.

11.    Termination Instructions: To terminate your Plan(s) you must follow these instructions. Any other forms of termination will not be acceptable. You must provide VeriTeknik with notice of a termination at least 7 days before the end of the Term by e-mail containing the following pieces of information 1)Account ID number, 2)Username 3)E-mail Address. VeriTeknik verifies the authenticity of the request with the account ID number only found inside the control panel accessable only to the owner of the account. Once we receive your Notice of Termination we will send you a confirmation e-mail. If your Plan(s) was billed in error after termination, credit shall be provided to you.  Any attempts to cancel by telephone voice messaging system will be rejected and billing will continue until these instructions have been followed. Any and all data and/or material placed by you to VeriTeknik’s equipment may be deleted upon termination. VeriTeknik is not obligated to back-up any of this data and/or material after a Notice of Termination. If you reregister after your Plan(s) was made, any and all dues and fees paid up to date regardless of services rendered will be forfeited.

12.    Liabilities and Obligations on Termination. If the Agreement expires or is terminated for any reason, VeriTeknik is not liable to you because of such an expiration or termination for compensation or reimbursement on Plan(s) of the loss of prospective profits, anticipated sales, goodwill or on Plan(s) of any investment, relation to, or association with your business or for any other reason resulting from your termination or expiration. Any termination of this Agreement will not deem you exempt from past due invoices or fees that have acquired prior to the termination of this Agreement owed by you to VeriTeknik as provided in this Agreement.

13.    Refund Policies. Except for a breach of this Agreement, User and VeriTeknik agree that there will be no monetary compensation for terminated Plan(s)/services regardless of the reason. Setup Fees are non-refundable for any reason. Payment methods of check/moneyorder are non-refundable.

14.    Promotions.  Promotions through VeriTeknik are subject to cancellation at any time. VeriTeknik has the right to revoke any promotional offer previously offered on an account should it not substantially comply with the terms and conditions of the promotion.  Promotional terms and rates do not apply to renewals of terms or accounts without limitation. Refunds offered by VeriTeknik through any and all promotions can only be claimed within the first 30 days after the first date of issuance through the promotion. Any request for a promotion after the designated promotional period will be denied.

15.    Actions. VeriTeknik reserves the right to restrict or remove any content from its equipment that violates published rules and restrictions of VeriTeknik (“Conditions”), or that infringes on any third party’s rights or is in violation of any laws. In the event that VeriTeknik becomes aware of the violation of the Conditions, a third party’s rights or laws, VeriTeknik may immediately send written notice to User of such violation and may, if User fails to remedy such violation within five (5) business days of the date of receipt of such notice, take commercially reasonable corrective action to include, but not be limited to, (1) restricting the Plan(s), (2) suspending or terminating the Plan(s), (3) restricting or prohibiting any and all use of VeriTeknik’s equipment, and/or (4) pursuing other civil remedies. The above stated rights however do not obligate VeriTeknik to monitor or exert control over the information made available through the Plan(s). VeriTeknik will not be obligated to refund you any fees or charges paid in advance for corrective actions due to violations of the Conditions that are not cured in accordance with this paragraph.

16.    Disclosure. The Parties acknowledge and agree that all computer programs, codes, processes, and information regarding their respective business operations, pricing, the terms and conditions of this Agreement, clients, vendors, and any matters related to any of the above (hereinafter collectively referred to as “Proprietary Information”), are the exclusive and confidential property of the party who owns such Proprietary Information.  The Parties each understand and acknowledge that irreparable harm would be caused to the disclosing party should the Proprietary Information be disclosed to its competitors and others having no need to know the Proprietary Information.  Therefore, each party agrees to hold all such Proprietary Information in strictest confidence and shall instruct its employees who have access to or who use the Proprietary Information to keep same confidential by using no less than the same degree of care and discretion that the non-disclosing party uses with respect to its own confidential and Proprietary Information.  Upon termination of this Agreement, the Parties shall return or destroy, all Proprietary Information and shall cease to use the same for any purpose whatsoever.  This paragraph shall not apply to any information furnished by either party which is already in the public domain at the time of disclosure or to any information independently developed by the non-disclosing party outside this Agreement.  This provision shall survive termination of this Agreement, regardless of cause, for a period of five (5) years from date of termination.

17.    Compensation. You agree to compensate, VeriTeknik and its affiliates and suppliers (and their respective employees, directors and representatives) for any and all expenses, including, without limitation, all claims, actions, proceedings, suits, liabilities, fines, and attorneys’ fees, incurred by VeriTeknik or it’s suppliers, arising out of or relating to (1) your violation or breach of any agreement, terms, representation or warranty of this Agreement or any applicable policy or guideline; (2) your improper or illegal use of the Plan(s); or (3) your violation, alleged violation, or misappropriation of any intellectual property right (including, but not limited to, trademark, copyright, patent, trade secrets) or nonproprietary right of a third party.

VeriTeknik agrees to compensate User and its affiliates and suppliers (and their respective employees, directors, and representatives) for any and all expenses, including, without limitation, all claims, actions, proceedings, suits, liabilities, fines, and attorneys’ fees, incurred by User or it’s suppliers, arising out of or relating to (1) VeriTeknik’s violation or breach of any agreement, terms, representation or warranty of this Agreement or any applicable policy or guideline; or (2) VeriTeknik’s violation, alleged violation, or misappropriation of any intellectual property right (including, but not limited to, trademark, copyright, patent, trade secrets) or nonproprietary right of a third party.

17.    Uptime Guarantee.  VeriTeknik guarantees it’s servers to be in operational order 99.95% of the year.  In addition to Service Credits provided in this Agreement, this paragraph grants User credits in the event of the following outage or service interruptions: software update or installation, hardware installation or maintenance, bandwidth downtime and system reboots or other instances seen fit by VeriTeknik.  No credit shall be provided User to the extent any such outage or interruption is solely as a result of: customer negligence of uploading techniques, improper DNS settings, Domain expiration, customer errors made in the control panel or any other customer caused issue. Downtime compensation will be given if VeriTeknik’s server has been offline for an extended period of time and deemed that compensation is authorized by the billing and support departments.  Compensation will be for the portion of time that the server has experienced the lapse in service.  If VeriTeknik does not comply with the 99.95% uptime for the year, one month of service will be credited to the account. Direct instructions related to this compensation will be listed on our website.

18.    Entire Agreement. This agreement in addition with and to all policies and guidelines incorporated herein by reference, constitutes the entire agreement and contract between you and VeriTeknik and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings and agreement between you and VeriTeknik with respect to the subject matter hereof, all of which representations, communications, understandings and agreements are hereby canceled to the extent they are not specifically merged herein. You agree that you are entering into this entire agreement on the basis of any representations or promises not expressly contained in the entire agreement.  To the extent any terms of this Agreement are contrary to the terms of any other policies or guidelines of Veriteknik, the terms set forth herein shall control.

19.    Advertising. VeriTeknik may, free of any obligation to compensation, payment or reward, use your name and refer to you as a client, in advertising, publicity, or similar materials distributed or displayed to current or prospective clients.

20.    Laws. The entire agreement shall be governed by the laws of the Republic of Turkey.  Each party shall, at all times, accord with all applicable laws and regulations and shall protect and save the other harmless from any violation thereof.  VeriTeknik’s performance shall  be excused to the extent such performance would violate any then-applicable law, regulation or policy of any applicable government. You shall not use the Plan(s) in any way that violates Turkish export laws, including without limitation, uses related to the distribution of weapons of mass destruction, prohibited chemical, biological, or nuclear weapons or missile use. You agree that you are not located in, under control of, or a national or resident of any country restricted as a destination by Turkish law of Denial Orders.

21.    Severability. If any provisions of the entire agreement shall be unlawful, void, or for any reason, unenforceable, it shall be deemed severable from, and shall in no way affect the validity or enforceability of, the remaining provisions of the entire agreement, which shall remain valid and enforceable according to its terms.
22.    Warranties and Representation. Each party warrants and represents to the other that they are (1) at least eighteen 18 years of age; (2) possess the legal right and ability to enter this agreement; (3) will use the Plan(s) only for lawful purposes and remain in accordance with this Agreement and all policies and guidelines that may apply, and (4) will not infringe or violate any right of any third party (including intellectual property rights) or violate any applicable law, regulation or ordinance.

23. Assignment.  Neither party may assign this Agreement in whole or in part without the written consent of the other party.

24. Independent Contractor. VeriTeknik is and shall at all times be an independent contractor and shall not be deemed an employee or agent of User. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture between the parties.

25. Attorney’s Fees and Court Costs. In the event that either party files a lawsuit to enforce their rights under this Agreement, the non-prevailing party in such dispute shall pay the prevailing party for all costs related to such action, including court costs and reasonable attorney’s fees.

26. Venue.  The Parties agree to resolve any dispute related hereto exclusively in binding international arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules.  The fees of any such arbitrator may be part of any arbitration award.

User

VeriTeknik