1. TERMS & EFFECTIVE DATES A) This Agreement is effective as of the date you order VirMach’s Services and shall continue for an initial term of one month and shall be automatically renewed each month for additional one month billing terms unless and until sooner terminated pursuant to the provisions of this Agreement.
B) Either VirMach or Customer may terminate this Agreement at any time for any reason upon providing a thirty (30) day advance notice in writing.
C) Upon termination of this Agreement, Customer must fully pay VirMach for all Services partially or fully provided to Customer by VirMach prior to termination. If credits remain in Customer’s account, they will be returned to Customer after deducting a forty dollar ($40.00) administration fee, as reflected in VirMach’s Fee Schedule .
D) Notwithstanding the provisions of this Article, VirMach reserves the right to immediately terminate this Agreement by and between any Customer believed to conduct, participate in, allow, or facilitate any prohibited activity as described in VirMach’s Acceptable Usage Policy .
2. TERMS OF SERVICE A) Service(s) Provided: VirMach will provide Customer with the Service(s) ordered, as they are described on our website, billing system, or in a custom quote. Customer understands and agrees that VirMach will host and create the Services solely in accordance with the information provided by Customer. Customer agrees to use VirMach’s Services in accordance to this Agreement, including VirMach’s Acceptable Usage Policy .
B) Customer Support: VirMach, either directly or through its assignee or licensee, will provide support to Customer relating to VirMach Services. Any support which VirMach may provide to you shall be at VirMach’s sole discretion and once commenced, may be terminated at any time by VirMach without notice to you and without any liability to VirMach. VirMach will provide reasonable technical support via their ticket system to Customer during VirMach’s normal technical support hours. Notwithstanding any discretionary provision of customer support, VirMach has no contractual obligation beyond maintaining basic server function. VirMach will keep Customer’s Service up and functional, and will address Customer support tickets within a reasonable response time.
C) Bandwidth Overage: Going over your allocated bandwidth will result in a Service suspension. Customer is responsible for their Service(s), so please ensure that you secure your passwords and server correctly to avoid any overages. Bandwidth either resets on the first day of the month or at the recurring payment date of your Service, depending on the specific Service. Customer’s Service will automatically unsuspend/re-activate once the bandwidth usage is reset for the month. In order to re-instate Service before bandwidth usage is reset, Customer must purchase additional bandwidth by creating a Service ticket. Additional bandwidth is a recurring Service, and Customer will be invoiced accordingly. If Customer does not want this Service on a recurring basis, it is Customer’s responsibility to cancel the additional bandwidth in a timely manner.
D) IP Change/Blacklist: In the event that you receive an IP address that is on a blacklist, you have up to 24 hours from your order date to report it to VirMach for a change. Any other IP changes after this initial 24 hour period will result in an IP change fee, as stated in our Fee Schedule . Please keep in mind that VirMach reserves the right to charge a $40 fee if your Service(s) is cancelled/suspended and VirMach has a reason to believe that you caused the IP address to go on a blacklist due to e-mail spam.
E) Abuse Policy: Customer acknowledges that any prohibited activity as described in VirMach’s Acceptable Usage Policy may result in immediate cancellation/termination without refund or notice. However, at our discretion, we will generally follow the guidelines below:
- First offense: Customer contacted; abuse report sent — response required within 24 hours or suspension;
- Second offense: Customer’s Service suspended; Customer must contact VirMach to appeal abuse report;
- Third offense: Customer account closed — all Services will be suspended and terminated.
If the abuse report is from a third party VirMach may or may not require system logs or other evidence of the incident. However, VirMach understands that the legitimacy of these reports are sometimes questionable. VirMach urges Customer to respond in a timely manner so that VirMach can assess each case before making a decision regarding Termination or Suspension. VirMach retains the discretion to charge, and Customer agrees to pay, a $40 administration fee associated with any Suspension or Termination, which may automatically be charged to your account. Third party reports or requests will be subject to our Copyright Policy and Privacy Policy .
F) Affiliate Program: Customers who promote VirMach’s Services can request to join our “Affiliate Program,” in which qualifying Customers are remitted a portion of the revenue resulting from their promotion of VirMach. The current default payout rate is 10% with a minimum payout of $10.00 and payments made periodically via PayPal upon withdrawal request by Customer. Any promotional amounts above 10% may be changed at any time, and all change in payout amounts apply to all future commission calculations. Promotional amounts are void if coupon is used and in recurring cases VirMach may revert payout rate to the default payout rate. VirMach reserves the right to modify payout amounts at any time, without notice, and may change rates per Customer based on referral volume, type, and profit. VirMach must verify to its satisfaction that Customer legitimately promoted VirMach’s Services. Customer must use best effort to ensure they do not knowingly result in fraudulent payments or referring/promoting VirMach to existing VirMach users. Customers must abide by the policies enclosed in this Agreement and VirMach has a strict no-spam policy; Customers who use mass mail or spam (including but not limited to: cookie stuffing, unsolicited e-mails, non-disclosure, providing false information, self-referrals) to disseminate a VirMach referral link, or Customers that have their account closed as a result of any abuse or policy breach, will be subject to Suspension and/or Termination and forfeit any claim to remittances in connection with the Affiliate Program.
G) Free Offers: Any Services offered for free as part of another plan are intended for use for that Customer’s plan only. Customers who resell/transfer such free Services to others are in violation of this Agreement, and VirMach reserves the right to cancel the free offer.
3. BILLING & FEES A) Agreement to pay: As consideration for VirMach’s Services, Customer agrees to be charged upon request and/or use of any VirMach Service(s), including any fees assessed in connection therewith. Customer agrees to pay VirMach the aggregate fees, whether one-time or periodic, in whole, when due, based on the provided Services and terms selected, according to the terms provided herein. Services are provided as they are described and at the price advertised (in US Dollars) on VirMach’s website. VirMach reserves the right to demand payment in full when due, and does not waive that right in the event of any discretionary deferment.
B) Fee Schedule: VirMach’s Fee Schedule reflects the current charges for Services performed outside of regular support boundaries. Customer agrees to be charged and to pay for any fees assessed by VirMach in accordance with this Agreement. VirMach reserves the right to modify the posted fees at any time, active upon posting, without direct notice to the Customer, who agrees to receive any updates to our Fee Schedule by accessing this Agreement on our website. Customer must upgrade to a regular, non-discounted plan to be able to use any additional Services. If Customer’s plan was purchased at a promotional or discounted price, that discount is voided if any of the fees in the Fee Schedule are requested or assessed.
C) Fraud Protection: VirMach uses automated fraud protection on all orders, so please enter all billing information correctly. Do not use proxies when ordering, and do not try to mask your identity in any way. Rest assured that the information is used for billing purposes only, subject to our Privacy Policy . If you trigger the fraud system, you may correct your details and attempt to re-order, but if the issue persists, please contact our support team or await a manual response from our team. All payments may require additional documentation for security purposes, such as photo identification or signature. VirMach reserves the right to deny orders, cancel and refund payments for any reason, at any time, which may result in immediate termination. However, out of courtesy, VirMach may contact Customers to resolve any discrepancies in your payments or documentation, or notify Customers if additional documents are required.
D) Authorization and Cancellation: By making a payment, Customer agrees that all charges, as well as future charges, are authorized. Customer has thirty (30) days to dispute any aspect of VirMach’s billing. In the event that a payment is disputed, VirMach may suspend or terminate Service(s) or the Customer’s account, and Customer is responsible for covering any losses, in addition to any fees such as charge-back fees, as well as attorneys’ fees.
E) Recurring Payments: If Customer signs up for a Service involving recurring payments, Customer is responsible for cancelling Service(s) seven (7) days before the end of the billing term, otherwise an invoice for the next billing term will be generated and due. VirMach automatically captures payments three (3) days before the end of the billing term, but reserves the right to do so as soon as seven (7) days before the end of the billing term. Customer permits VirMach to reattempt to capture payment if the first capture attempt fails. Any late captured payments will not prevent Service termination and you must contact VirMach to have your Services manually re-activated or receive store credit. VirMach will not honor any refunds as a result of Customer’s failure, mistake, disregard, or neglect to cancel their subscription in a timely manner. Thus, it is Customer’s responsibility to send in a cancellation request in a timely manner through VirMach’s automated system by clicking the “cancel” button and completing cancellation. “Cancellation” means that the Service will be fully terminated at the end of the term, and no invoice will be generated for the next term; therefore, please do not request a cancellation in attempt to disable recurring billing. Please also keep in mind that VirMach’s automated system is not capable of doing refunds for BitCoin or other Cryptocurrency payments in any situation, and Customers who use BitCoin or other Cryptocurrency forfeit any refund claim granted in these terms or otherwise.
F) PayPal Subscriptions: For recurring PayPal payments, Customer bears the responsibility to cancel the subscription from PayPal, if necessary. Any PayPal subscriptions that are not cancelled, even if Customer’s Service is cancelled by VirMach, will result in the funds being deposited into Customer’s VirMach account, and subject to VirMach’s strict deposit terms in this Article—no refunds.
G) Administration Fee: Customer agrees to pay a forty dollar ($40.00) Administration Fee, which will be charged to Customer’s account in the event of the following situations, also reflected in our Fee Schedule :
- i. Any returned payment and/or collections efforts;
- ii. Any withdrawal of Customer credits (if offered);
- iii. Any disputes/holds/chargebacks on payment;
- iv. Any suspension or termination due to prohibited account behavior;
- v. Any suspension that necessitates manual processing outside our automated system;
- vi. Any custom billing administration outside of current VirMach policies;
- vii. Any blacklisting caused per IP address;
H) Suspension and Termination: “Suspension” means Customer cannot use their Service(s), which can be automatically resumed after payment is made. “Termination” means Customer’s Service(s) and associated data are lost forever, with outstanding balance still due. VirMach is not responsible for data loss due to Termination. In the event that Customer does not request to cancel their Services and an invoice is generated, but not paid, it will remain as an invoice and must be paid, even after Termination for failure to pay. This invoice must be paid before Customer can successfully make a new order in the future. Customer may pay the invoice at any time by contacting customer support. Customer is required to pay off any invoices generated. VirMach is not required to remove already-generated invoices for existing Services, as VirMach has made the cancellation policy very clear.
I) Invoices: Customer agrees to be charged and make payment immediately when a new invoice is generated. Invoices are generated as soon as a new Service is ordered and automatically seven (7) days before the next billing term for existing Services. If Customer orders a new Service and decides to cancel the order once an invoice is already generated but before payment, VirMach will automatically remove the invoice periodically. However, if Customer makes an error and wants to create a new order immediately, VirMach can clear the erroneous invoice and replace it according to Customer’s request. For existing Services, once an invoice is generated, Customer is required to make the payment before the due date. VirMach generally suspends your Service one (1) day after the due date, and terminates Customer’s Service completely after six (6) days of being overdue. VirMach has no obligation to provide this grace period, and service may be terminated immediately after invoice is overdue.
J) Refund Policy: VirMach will offer a full refund for any Services requested to be discontinued within 7 days of purchase; however, exclusions apply as follows:
- This guaranteed refund only applies to the first refund for the first and single payment on a single Service that the Customer requests, limited per client, per household (such as using the same internet connection, address, payment information.) This guaranteed refund does not include any “One-time Setup Fees” or “Monthly Additions” ordered. Afterward, VirMach will handle refund requests on a case-by-case basis at our sole discretion;
- Certain Services and fees are non-refundable. These include any domain name purchases, special/custom purchases, limited support packages, dedicated servers, domain registrations, administrative fees, software licensing fees, and any product specifically labeled as non-refundable;
- Setup fees and any services performed (listed on our Fee Schedule) are non-refundable; and
- No refunds are given for ANY services (account-wide) in cases of ANY abuse, suspension, or closure of account.
- No refunds are given for ANY services (account-wide) in cases where service is purchased on a secondary account, per household.
Generally, this means VirMach will give Customers a 100% refund for any other VPS plan for which Customer requests a cancellation and refund within 7 days of purchase. In the event of qualifying down-time, Customer’s account will be credited in accordance with this Agreement and VirMach’s Service Level Agreement. If Customer forgets to cancel a recurring payment and does not wish to keep the Service(s), VirMach reserves the discretion to offer store credit upon contact within 24 hours. If Customer downgrades Services, Customer will receive a prorated credit added to next term’s invoice: not a refund. All payments made through our deposit system are non-refundable. VirMach retains the sole discretion to make refunds without waiving the provisions herein. If a refund is made, or any store credits are withdrawn, Customer will be charged, and agrees to pay, a $40 administration fee per payment for VirMach’s manual payment processing.
K) Collection Efforts: You shall pay all costs of collection, including reasonable attorney’s fees and costs, in the event any invoice requires collection efforts. All accounts referred to a collection agency shall be subject to an additional fee of $40.00, which must be paid in full before the account is reactivated.
L) Currency Fluctuations: International Customers bear the risk of currency fluctuations and any fees or taxes associated with the conversion of foreign currencies into United States Dollars. VirMach reserves the right to withhold Service to international Customers until we are able to receive satisfactory confirmation from such Customer’s payment account provider, in our sole discretion, that the funds will be available for debit from the international Customer’s account. VirMach reserves the right to refuse to provide Service to Customers whose country provided in the contact information does not match that on file for the billing information.
4. MISCELLANEOUS A) Warranty Disclaimer: Except as expressly provided in this Agreement, VirMach’s Services are provided on an “as is,” and “as available” basis. VirMach expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, non-infringement, merchantability, and/or fitness for a particular purpose.
B) Indemnification: Customer shall indemnify VirMach, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines penalties, costs and expenses, attorneys’ fees, arbitration fees, mediation fees, expert expenses, and all other consequences of every kind, directly or indirectly resulting from any and all failure(s) of you or your agent(s) to fully comply with all duties, obligations and other provisions set forth in this Agreement. You further agree to defend, indemnify and hold harmless VirMach, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from and against any and all claims, demands, actions, suits, loses, liabilities, damages, injuries, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising out of any property damage or recoverable economic loss incurred by a third party, to the extent such damage or loss is caused by any act or omission of you or your agents in connection with the performance of this Agreement. You agree that VirMach shall have the right to participate in the defense of any such claim through counsel of its own choosing at your expense. All Services provided by VirMach to a Customer will be deemed accepted when delivered. In addition, VirMach expects Customers to abide by the policies enclosed in this Agreement and U.S. laws as well as any laws within the country in which Customer resides that do not conflict with U.S. laws. Basically, Customer assumes all responsibility for their activities, and if such activities result in any loss of money to VirMach or third parties, Customer is responsible for rectifying the situation financially.
C) Contractor Relationship: VirMach and Customer are independent contractors and nothing contained in this Agreement expressly or impliedly represents VirMach and Customer as having the relationship of principal-agent, partners, or joint-venturers. Neither Customer nor VirMach has or may represent itself as having, any authority to make contracts in the name of the other party or bind the other party in any manner whatsoever.
D) Applicable Law: This Agreement is made under and shall be governed by the laws of the State of Oklahoma, except with regard to any conflict of law rules. This Agreement and VirMach’s policies are subject to change by VirMach without notice. Continued usage of the Services after a change to this Agreement by VirMach or after a new policy is implemented and posted on the VirMach Site constitutes your acceptance of such change or policy. We encourage you to regularly check the VirMach Site for any changes or additions.
E) Arbitration: All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the State of Oklahoma or another location mutually agreeable to the parties. Such arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision o r award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in Intellectual property and contract law and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
F) Limitation of Liability: VirMach’s liability in connection with this Agreement or Services provided shall not exceed the amount paid by customer to VirMach during the three (3) month period before the claim arose. VirMach shall not be liable for (a) any loss of use, loss of data, or interruption of business or (b) any indirect, special, incidental, consequential, unforeseeable, or punitive damages of any kind (including, without limitation, lost profits), regardless of the form or action, whether in contract, tort (including negligence), strict liability, or otherwise, even if VirMach has been advised of the possibility of such damages. Customer acknowledges that these limitations are an essential element of this Agreement, and absent such limitations, VirMach would not enter into this Agreement to provide Services.
G) Severability: The invalidity or unenforceability of any provision(s) of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
H) Entire Agreement: This Agreement together with VirMach’s Acceptable Usage Policy , Service Level Agreement , Copyright Policy , Privacy Policy , and Fee Schedule constitutes the sole and entire concord of the parties to this Agreement with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
I) Assignment: This Agreement and the rights granted and obligations undertaken hereunder may not be transferred, assigned or delegated in any manner by Customer, but may be so transferred, assigned or delegated by VirMach.
