Terms and Conditions
Terms
The term of this TOS will be a minimum of 2 years for all services rendered from start date, unless otherwise stated and agreed at the time of purchase. If special circumstances exist a Master Services Agreement or Service Schedule may be created, signed and apply.
This TOS will continue perpetual until you or oneilonline provides two (2) days prior written notice of termination. To provide your notice of termination, you must login to your client portal (login via My Account), submit a cancellation ticket to the accounting department and fill out the corresponding cancellation form to initiate the cancellation of your Service.
Registering for, using the service, making payments and transactions for services as stated on the invoice, is an acknowledgment in agreement to and bound by the TOS, SLA, and the AUP.
Services, Charges and Invoicing
You will pay all amounts owed under each Service Schedule and all other amounts owed to oneilonline by the due date of the invoice. All fees and charges are payable for the duration of the Service Schedule, regardless of whether you actually use any of the Services.
All Charges are exclusive of taxes and other fees. You are responsible for paying all federal, state, and local sales, use, value added, excise duty and any other taxes or fees assessed with respect to the Charges, other than taxes based on oneilonline net income. Your Service comes with a set bandwidth allotment of 2000 GB per device per calendar month. If you exceed this allotment, you will be charged overage bandwidth at a rate of $0.50 per gigabyte. Bandwidth is billed in arrears, and you will receive a bill for any overage bandwidth the month following the month that the overage occurred. It is your responsibility to monitor your bandwidth usage and to pay for all overages. If you are a reseller, it is your responsibility to monitor the bandwidth usage of your client(s), and you are solely responsible for any and all overages incurred by them.
Any shared storage or backup service comes with a set data storage allotment for each calendar month. If this allotment amount is exceeded, oneilonline will contact you via email to notify you of the overage. To have your storage allocation increased, no action is required. oneilonline will automatically increase your allotted storage 72-hours after the initial notification to accommodate your increased storage needs. The increase will provide up to an additional 10GB of storage capacity beyond your then-current storage amount. If you do not want a storage allocation increase, you must notify oneilonline within 72-hours of receiving the notification and reduce your storage usage to a level below your set data storage allotment.
oneilonline will have the right in its sole discretion at any time to substitute certain Services, or the means of delivery of certain Services, provided to you under a Service Schedule with comparable services. From time to time oneilonline may remove equipment from service due to age, irreparability, or other factors. Except in the event of an emergency, oneilonline will strive to provide you with at least thirty (30) days’ notice before replacing equipment.
Charges not paid by the due date are subject to an interest rate that is the lower of one and one-half percent (1.5%) per month or the highest rate permitted under applicable law, beginning on the first day after the due date until the relevant amounts are fully paid. Services interrupted for non-payment are subject to a $25 suspension fee, per device. All amounts past due, including the suspension fee, must be paid before devices are reinstated. Services cancelled for non-payment are subject to a $100 reactivation fee, per device. oneilonline does not guarantee the availability of the same device upon reactivation. All amounts past due, including the reactivation fee must be paid before Services are reactivated.
Hardware, Charges and Invoicing
Bids, Quotes, Invoices for, but not limited to, hardware, servers, desktops, workstations, laptops, custom servers, custom desktops, either written, verbal or online, contain the following Terms and are agreed upon once work has commenced.
Terms: The Client hereby Authorizes o'neilonline to perform the work specified above, agrees that the prices, terms and specifications are satisfactory and agrees to pay oneilonline charges as stated on this form. All Hardware requires full payment for work to commence, and a 15% restocking fee will be assesed for any returns. Network and Web Page Development requires a 50% deposit for work to commence, and 50% upon completion of work. Any payments not recieved when due may be charged an additional 4% penalty per month, of the outstanding balance. No cancellation will be accepted after the order has been approved, only postponments will be accepted. Any postponement will be charged an additional 4% per month, of the outstanding balance. oneilonline assumes no liability for loss or damage due to theft or fire. For large items stored by oneilonline a $25.00 per item, per day storage fee applies. www.oneilonline.com
Payment
You will pay all charges for the first month of Services and charges for any setup fees in advance of the first day the Services are provided. You will pay all subsequent charges for Services in their entirety in advance of each renewal date of the Services. If you pay for the Services by credit card, debit card, or third party payment processing, like PayPal, 2Checkout, ect, you authorize oneilonline to charge your credit card, debit card or third party to pay for any charges that may apply to your account. You will immediately notify oneilonline of any changes to your credit card account, debit card account, or third party information (including changes to your account number, your billing address, cancellation of your account, expiration of your account, or any information that may prohibit oneilonline from properly charging your account). Any third party payment processing, like a PayPal account, is the end user's responsibility. Subscription payments made thru third party payment processing is the responsibility of the end user to maintain to ensure proper payment.
oneilonline manages account information, credits, payments and invoicing with WHM Complete Solution (WHMCS). WHMCS is the name of the program database engine that is hosted on our network. At any time a client may login to their account and view the status of their account. Clients may also make payments towards any open invoice at any time via WHMCS. Clients are also allowed to add money to their account, for credit, via WHMCS. Third party vendors, like PayPal and 2Checkout, that maintain credit card information for the processing of payments. In order to submit payments, the creation of an account with these vendors is optional, it is not required. In order to submit a subscription payment, the creation of an account is needed. The third party account created has no association and/or relationship with oneilonline, nor do we have any responsibility for the maintenace of this third party account. In order for subscription payments to work correctly, the account created with PayPal or 2Checkout must contain identical information, if it is not, payments will not be completed. oneilonline is not responsible for incompleted payments as a result of issues or errors from incorrect matching information between the third party payment vendor and WHMCS. In the case of account termination, oneilonline is also not responsible for the termination for your account with the third party payment vendor.
Invoices are automatically sent out using WHMCS. If a payment is not recieved within 48 hours the account is suspended. If payment is not recieved within 1 week the account is terminated and all data is deleted. If you have not recieved any email notices please make sure all email from oneilonline is added to your whitelist so it is allowed for delivery. Often free email addresses like hotmail, yahoo or gmail, ect. have system wide spam filters, and because the WHMCS email is an automated email it is occasionaly blocked by these automated spam filters. If you do use a free email service, we strongly recomend that once your hosting package has been created with us, to change your main account email address to the one hosted with us in order to ensure the prompt delivery of email. We are not responsible for the management of your email and/or spam filters.
Disputes
All amounts not timely and appropriately disputed within thirty (30) days after the due date will be deemed final and not subject to further dispute. In the event you dispute any charges invoiced by oneilonline, you will pay the undisputed portion of the charges and notify oneilonline in writing about the disputed amount. In such written notice, you will identify in reasonable detail your reasons for the dispute along with the nature and amount of the dispute. If you were billed in error, oneilonline will issue a credit for the amount billed incorrectly within sixty (60) days after it determines that an error has been made. Credits issued have no cash value and will be applied against current invoices or future services. In the event that oneilonline determines that the amount was billed correctly, you will pay the applicable disputed amount within fifteen (15) business days after oneilonline confirms to you that the amounts were properly charged, together with interest accrued since the due date.
Failure to Pay
Failure to fully pay your fees for Services and applicable taxes when due shall be a material breach of this Agreement, justifying oneilonline to temporarily deny service or terminate this Agreement. You are responsible for any costs that oneilonline incurs in collecting amounts from you, including reasonable attorneys' fees, court costs and collection agency fees.
Termination
The term of this TOS will be a minimum of 2 years for all services rendered from start date, unless otherwise stated and agreed at the time of purchase. If special circumstances exist a Master Services Agreement or Service Schedule may be created, signed and apply. If you terminate this TOS, or if oneilonline terminates this TOS because of your breach, before the end of the term set forth, you will be required to pay immediately and without setoff or delay all charges, fees and costs accrued before the termination date, all monthly recurring fees for each month remaining in the term and any other amounts that you owe to oneilonline under this TOS including, but not limited to, bandwidth overage charges.
Modification of Terms
Any terms and conditions set forth in a Master Services Agreement or Service Schedule agreed to by you and oneilonline will take precedence over the terms of this TOS.
Use of Services
By using the services, you agree to be bound by the terms of this TOS and any modifications to this TOS. oneilonline may terminate your account without notice for any violation of this TOS.
Password Security/Order Validity
It is your sole responsibility to monitor use of your user ID and password (“Access Codes”) for all purposes, including, but not limited to, ordering from oneilonline’s website and customer support portal. You accept all responsibility for the security of your Access Codes and utilization of the secure areas of oneilonline’s website.
Support Services and Boundaries
oneilonline provides 24/7/365 technical support. We limit our technical support to our area of expertise. The following are our guidelines when providing support:
| • oneilonline provides support related to your Services. oneilonline does not provide support for application specific issues, such as any programming, HTML, third party applications or any other such issue. | |
| • oneilonline does not provide technical support for your clients. |
We encourage you to check our knowledge base in the client portal (login via My Account).
Customer Representations
You warrant, represent, and covenant to oneilonline that: (a) you are at least 18 years of age; (b) you possess the legal right and ability to enter into this TOS; (c) you will use the Services only for lawful purposes and in accordance with this TOS and all applicable Policies and Procedures; (d) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance; (e) you are not located in, under the control of, or a national or resident of any country or territory to which export is prohibited under the laws of any country in which oneilonline operates; and (f) you are not on the US Treasury Department List of Specially Designated Nationals or the US Commerce Department’s Table of Deny Orders. “Policies and Procedures” means the then current oneilonline guidelines and instructions, as amended from time to time, that provide operating requirements, and performance requirements and other obligations of each party with respect to the Services, including, without limitation, this TOS and Acceptable Use Policy at http://www.oneilonline.com/acceptusepolicy.php.
To the extent you purchase Internet bandwidth Services through oneilonline, you warrant and represent to oneilonline that (i) you will use the Services only for lawful purposes; (ii) you will not transmit, retransmit or store material in violation of any federal or state laws or regulations (nor permit third parties to do so); and (iii) you will notify your end users of and make commercially reasonable efforts to ensure that your end users comply with the applicable Policies and Procedures.
Publicity
oneilonline will be permitted to use your name and logo in any media, for the purpose of identifying oneilonline’s customers or issuing press releases, with your consent, which you will not unreasonably withhold.
IP Addresses
oneilonline will maintain and control ownership of all Internet Protocol (”IP”) numbers and addresses that oneilonline may assign to you. oneilonline may, in its sole discretion, change or remove any and all IP numbers and addresses at any time.
Third Party Products
oneilonline may provide you with access to third party software and/or services (”Third Party Products”) through reseller relationships that oneilonline has established with certain commercial vendors (”Third Party Vendors”). Unless otherwise notified, product support for Third Party Products is provided by oneilonline and not by the Third Party Vendor. USE OF THIRD PARTY PRODUCTS IS AT YOUR SOLE RISK AND THIRD PARTY PRODUCTS ARE PROVIDED ”AS IS” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND FROM oneilonline OR ANY THIRD PARTY VENDOR, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER oneilonline NOR ANY THIRD PARTY VENDOR WILL BE RESPONSIBLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL, ARISING FROM THE USE OR INABILITY TO USE ANY THIRD PARTY PRODUCT. YOU AGREE TO OBSERVE THE TERMS OF ANY LICENSE AND/OR APPLICABLE END USER SUBSCRIBER AGREEMENT FOR THIRD PARTY PRODUCTS. YOU SHALL BE FULLY LIABLE TO THIRD PARTY VENDORS AND oneilonline FOR ANY IMPROPER USE OF THIRD PARTY PRODUCTS OR VIOLATIONS OF THIRD PARTY VENDOR LICENSE AGREEMENTS AND/OR APPLICABLE END USER SUBSCRIBER AGREEMENTS.
You shall not (i) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any Third Party Product; or (ii) reverse engineer, decompile, or disassemble any Third Party Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Limitation and Exclusion of Liability
LIMITATIONS
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR AND YOUR END USERS’ USE OF THE SERVICES PROVIDED BY oneilonline. YOU ACKNOWLEDGE THAT THE INTERNET (1) CONTAINS MATERIALS THAT ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO SOME PEOPLE AND (2) IS ACCESSIBLE BY PERSONS WHO MAY ATTEMPT TO BREACH THE SECURITY OF oneilonline’S AND/OR YOUR NETWORK FACILITIES AND THE DATA CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL oneilonline ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS, OTHER REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, LOST OR STOLEN CONTENT, LOSSES ARISING FROM THE FAILURE TO FURNISH SERVICES OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES ARISING FROM OR RELATED TO THE SERVICES OR PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, WHETHER ARISING IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) EVEN IF oneilonline HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE LIABILITY OF oneilonline AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO oneilonline UNDER THIS TOS DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THE PARTIES HEREBY WAIVE ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE THEM OF AN ADEQUATE REMEDY OR CAUSE THIS TOS TO FAIL OF ITS ESSENTIAL PURPOSE.
Disclaimed Warranties
oneilonline exercises no control over, and accepts no responsibility for, the content of the information passing through oneilonline host computers, network hubs and points of presence, or the Internet. USE OF THE SERVICES OR ANY INFORMATION THAT MAY BE OBTAINED THEREFROM IS AT YOUR OWN RISK. ALL SERVICES PERFORMED UNDER THIS TOS ARE PERFORMED ”AS IS” AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, ANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. oneilonline DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. oneilonline DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. NO ADVICE OR INFORMATION GIVEN BY oneilonline, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES WILL CREATE A WARRANTY.
Interruption of Service
oneilonline and its suppliers are not liable for any temporary delay, outages or interruptions of the Services, except as set forth in the LT Service Level Agreement. Further, oneilonline is not liable for any delay or failure to perform its obligations under this TOS, where the delay or failure results from any ”act of God” or other cause beyond its reasonable control (including any mechanical, electronic, communications or third-party supplier failure).
Indemnification
Except to the extent attributable to the gross negligence or willful misconduct of oneilonline, you will indemnify, defend and hold oneilonline, its employees, officers, directors, partners, representatives and affiliates harmless from and against any and all loss, liability, damage and expense (including reasonable attorneys’ fees) arising out of any expense, demand, claim, suit or judgment relating to: (i) your or your customers’ violation of the Policies and Procedures; (ii) your or your customers’ use or alteration of the Services; (iii) claims that you, your customers or your services violate or have violated applicable law or the rights of a third party; and (iv) claims by users of your services.
Miscellaneous Provisions
Governing Law: This TOS specifically excludes from application to this TOS that law known as the United Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising out of or relating to this TOS shall be the state and federal courts in Dallas, Texas, and each party irrevocably consents to such personal jurisdiction and waives all objections thereto.
Severability and Partial Invalidity: In the event any provision of this TOS is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this TOS will remain in full force and effect. Waiver: The waiver of any breach or default of this TOS will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
Assignment: You may not sell, assign or transfer your rights or delegate your duties under this TOS either in whole or in part without the prior written consent of oneilonline, and any attempted assignment or delegation without such consent will be void. oneilonline may assign this TOS in whole or part.
Relationship of the Parties: You and oneilonline are independent contractors and this TOS will not establish any relationship of partnership, joint venture, employment, franchise or agency between you and oneilonline.
Survival: The Sections titled “Services,” “Charges and Invoicing,” “Payment,” “Failure to Pay,” “Termination,” “Limitations,” “Disclaimed Warranty,” “Interruption of Service,” “Indemnification,” and “Miscellaneous Provisions” will survive termination or expiration of this TOS.
