The following Service Terms (“Agreement”) apply only to the AWS Cloud Hosting Service (“Service”) and in particular to the Services specified by the AWS Cloud Hosting Service Level Agreement. AWS Cloud Hosting Service Terms is a document governing the relations between the Simtech Development Ltd. (“Company”, “us”, “we”) and the person or entity (“Customer”, “you”) in the context of accepting for the Service, providing the Service and terminating the Service, and defining of the responsibilities and restrictions in respect of the data.
1. GENERAL CONDITIONS
1.1 You agree to comply to this Service Terms in full and are aware of the consequences of this Service Terms conditions incompliance.
1.2 Provided Information Reliability.You ensure that all information you provide to us (for instance, information provided in connection with your registration for the Services, requests for Service condition and volumes changes, payment information and information about your company, or any other information you provide us with) is accurate (double checked), complete and not misleading. You agree to relieve us from checking the provided information and consider it true. You also understand and accept to bear the possible responsibility for the negative consequences associated with the provision of unreliable information.
1.3 Terms Modification.The Company may modify this Service Terms at any time by posting a revised version on the Website. By continuing to use the Service after the effective date of any modifications to this Service Terms, you agree to be bound by the modified terms.
1.4 Force Majeure.The Company will not be liable for any delay or failure to perform any obligation under this Service Terms where the delay or failure results from any cause beyond its reasonable control, including labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
1.5 Governing Law.This Service Terms complies with the effective law of the Russian Federation and international agreements. This Service Terms and all relationships arising out or in connection with this Service Terms shall be governed by and interpreted according to the substantive and the adjective law of the Russian Federation. The United Nations Convention for the International Sale of Goods does not apply to this Service Terms.
1.6 No Waivers.The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
1.7 Severability.If any portion of this Service Terms is held to be invalid or unenforceable, the remaining portions of it will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
2. YOUR RESPONSIBILITY
2.1 You agree that it is your responsibility to check the Company website for modifications to this Service Terms.
2.2 Your Content.The Customer ensures that the content and the use of the content stored, processed, distributed or by any means involving the usage of the provided by the Company Services will not violate any applicable law. The Customer is solely responsible for the development, content, operation, maintenance, and use of the content.
2.3 Your Access.Except to the extent caused by our breach of this Agreement, you are responsible for all activities that occur under your Root Access, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or end users), and we are not responsible for unauthorized access to your account.
2.4 Cooperation.You will provide information or other materials related to your content as reasonably requested by us to verify your compliance with this Service Terms. We may monitor the external interfaces (e.g., ports) of your content to verify your compliance with this Service Terms. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep your content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to your content or any end user materials that you control.
2.5 Content violation.If we reasonably believe any of your content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement, we will notify you of the violation and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the prohibited content within 2 (two) business days of our notice, we may remove or disable access to the prohibited content or suspend the Services to the extent we are not able to remove or disable access to the prohibited content. Notwithstanding the foregoing, we may remove or disable access to any prohibited content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services or as required to comply with law or any judicial, regulatory or other governmental order or request. In the event that we remove content without prior notice, we will provide prompt notice to you to the email address associated with you unless prohibited by law.
3. PROPER USE
3.1 By using the Services you agree to the latest version of this Agreement. If you violate the Agreement or authorize or help others to do so, we may suspend or terminate your use of the Services.
3.2 No Illegal, Harmful, or Offensive Use or Content.You may not use, or encourage, promote, facilitate or instruct others to use, the Services or the Company website for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:
– Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, promoting or facilitating child pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming.
– Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
– Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.
– Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
3.3 No Security Violations.You may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:
– Unauthorized Access. Accessing or using any system without permission, including attempting to probe, scan, or test the vulnerability of a system or to breach any security or authentication measures used by a System.
– Interception. Monitoring of data or traffic on a System without permission.
– Falsification of Origin. Forging TCP-IP packet headers, email headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.
3.4 No Network Abuse.You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them. Prohibited activities include:
– Monitoring or Crawling. Monitoring or crawling of a system that impairs or disrupts the system being monitored or crawled.
– Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
– Intentional Interference. Interfering with the proper functioning of any system, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques.
– Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers.
– Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.
3.5 No E-Mail or Other Message Abuse.You will not distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Agreement or the acceptable use policy of that provider.
3.6 Our Monitoring and Enforcement.We reserve the right, but do not assume the obligation, to investigate any violation of this Service Terms or misuse of the Services or the Company website. We may:
– investigate violations of the Agreement or misuse of the Services or the Company website; or
– remove, disable access to, or modify any content or resource that violates this Agreement or any other agreement we have with you for use of the Services or the Company website.
– We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy.
3.7 Reporting of Violations of this Policy.If you become aware of any violation of this Service Terms, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. To report any violation of this Agreement, please create a ticket in the HelpDesk.
4. COST, FEES AND PAYMENT
4.1 Service Fees.We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Services as described on the Company website using one of the payment methods we support. All amounts payable by you will be paid to us in advance prior the Services provision without setoff or counterclaim, and without any deduction or withholding. We may temporarily suspend the provision of the Services and the provision of this Agreement or terminate this Agreement in case of the breach of this Section 4 of this Service Terms as stated and described in the Section 8.5. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Company website, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice to the email address associated with you.
4.2 Special Pricing.From time to time, we may offer free or discounted pricing programs covering certain usage of the Services. We may stop accepting new sign-ups or discontinue a special pricing program at any time. Standard charges will apply after a special pricing program ends. You must comply with any additional terms, restrictions, or limitations for the special pricing program as described in its offer terms or on the pricing webpage for the eligible Service(s). You may not access or use the Services in a way intended to avoid any additional terms, restrictions, or limitations of a special pricing program, and we may immediately terminate your account if you do so.
4.3 Multiple Discounts.If we make multiple discounts or pricing options for a Service available to you at one time, you will only be eligible to receive one discount or pricing option, and will not be entitled to cumulative discounting and pricing options.
5. SERVICES PROVISION CONDITIONS
5.1 You may only use the Services to store, retrieve, query, serve, and execute your content and software that is owned, licensed or lawfully obtained by you.
5.2 Service Conditions.We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will notify you at least 30 days’ prior of any material change to or discontinuation of the Services to the email address associated with you.
5.3 SLA.We provide the Services in accordance to the AWS Cloud Hosting Service Level Agreement provided to you alongside with this Agreement. We may change or discontinue Service Level Agreements at any time.
5.4 Access Provision.In order to have the Services provided to you properly and in full amount you agree to provide the Company with required access information as requested by the Company to the but not limited with next: website file system, database, cron scripts, etc.
6. DATA SECURITY
6.1 We will implement reasonable and appropriate measures designed to help you secure your content against accidental or unlawful loss, access or disclosure.
6.2 The Company will implement reasonable measures to secure any private information about you from the third-party unless required to comply with law or any judicial, regulatory or other governmental order or request.
7. TEMPORARY SUSPENSION
7.1 We may suspend your or any end user’s right to access or use any portion or all of the Services immediately upon notice to you if we determine:
– your use of the Services poses a security risk to the Services or any third party; can adversely impact our systems, the Services or the systems or content of any other customer of the Company; can subject us, our partners, or any third party to liability, or can be fraudulent;
– you are in breach of this Agreement;
– you are in breach of your payment obligations under Section 4; or have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
7.2 Effect of Suspension.If we suspend your right to access or use any portion or all of the Services:
– you remain responsible for all fees and charges you incur during the period of suspension; and
– you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.
8. TERM AND TERMINATION
8.1 Term.The term of this Agreement will commence on the effective date and will remain in effect until terminated under this Section 8. Any notice of termination of this Agreement by either party to the other must include a termination date that complies with the notice periods in Section 8.2.
8.2 Termination for Convenience.You may terminate this Agreement for any reason by providing us written notice. If you have credit due to the advance payment you can claim a refund in accordance with the Refund Policy. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice to the email address associated with you.
8.3 Termination for Cause By Either Party.Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.
8.4 Termination for Cause By Us.We may also terminate this Agreement immediately upon notice to you for cause if we have the right to suspend under Section 7, if our relationship with a third-party partner who provides software or other technology we use to provide the Service expires, terminates or requires us to change the way we provide the Services, or in order to comply with the law or requests of governmental entities.
8.5 Termination Due to Breach of Payment TermsIf you breach the terms of the Section 4.1 we hold the right to temporarily suspend or terminate this Agreement. We will provide you with a notice about the late payment. You will have 7 days to arrange the payment to avoid Agreement termination. The Termination Due to Breach of Payment Terms procedure will include:
– Day of expiration – we alert you to urgently arrange the payment.
– 7 days after the alert – we disconnect the server and make all your content unavailable.
– 14 days after the alert – we erase all your content from the server. Your last backup will be saved for another 7 days. If you provide the payment within 14 days after the expiration alert we still will be able to restore your website from the last backup. Your access to the backups will also be restored to you.
– 21 days after the alert – the last backup of your content will be erased. We will make a copy of your last backup, archive it and will store it on our private server for one year. The period count will start from the day of expiration. You will be able to retrieve it within this storage period.
– 1 year after the alert – all your backed up content will be erased completely and forever.
8.6 Effect of Termination Upon the Termination Date:
– all your rights under this Agreement immediately terminate;
– you remain responsible for all fees and charges you have incurred through the termination date and are responsible for any fees and charges you incur during the post-termination period described in Section 8.7.
9. PROPRIETARY RIGHTS
9.1 Your Content.We obtain no rights under this Agreement from you to Your Content. You consent to our use of Your Content to provide the Services to you and any end users.
9.2 Adequate Rights.You represent and warrant to us that:
– you own all right, title, and interest in and to Your Content;
– you have all rights in Your Content necessary to grant the rights contemplated by this Agreement; and
– none of Your Content or end users’ use of Your Content or the Services provided by the Company will violate the Proper use (Section 3);
– you have obtained all the necessary user consent for the processing of personal data;
– you notified the owners of personal data about the company’s access to your files.
9.3 License Restrictions.Neither you nor any end user will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any end user will, or will attempt to
– modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any content included in the Services
– reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services
– access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or
– resell or sublicense the Services. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
10. LIMITATIONS OF LIABILITY
WE WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION 10 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. COMMUNICATION AND NOTIFICATION
11.1 To You.We may provide any notice to you under this Agreement by:
– posting a notice on the Company website; or
– sending a message to the email address associated with you.
11.2 Notice effectiveness.Notices we provide by posting on the Company website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address associated with you when we send the email, whether or not you actually receive the email.
11.3 To Us.To give us notice under this Agreement, you must contact the Company by creating a ticket in HelpDesk system access to which you will be provided by Company. The secondary channel for communication regarding the Services provided to you by the Company is the email – firstname.lastname@example.org
11.4 Language.All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
12. DISPUTE SETTLEMENT PROCEDURE
12.1 All the disputes, controversy or claims arising out or in connection with this Agreement, including the disputes, controversy or claims arising out or in connection with the execution, breach, termination or invalidity of the Agreement are subject to settlement by conducting negotiations for the purpose to conclude a settlement agreement between the Parties.
12.2 In case a settlement agreement has not been reached as defined in point 12.1. within 15 days after a Party received a claim from the other Party, any dispute arising out or in connection with this Agreement, including any question regarding its interpretation, validity or termination shall be referred to and finally resolved by the Ulyanovsk Regional Court of Arbitration (Ulyanovsk, Russian Federation). If a dispute cannot be resolved in this court, the dispute may be referred to other appropriate court of common law on the territory of the Russian Federation (the competent court) at the place of location of the Company.