This Agreement (the "Agreement") is made by and between QCKL Network Solutions IBC ("QCKL", "Operator" or "we") and the Customer (also referred to as "Client" or "you") and is effective as of the date that the Customer confirms their acceptance by clicking the "Complete Order" button at https://qckl.com/ (the "Website"). Operator and Customer are collectively referred to as "Parties" and individually as a "Party".
Services Provided
Operator will provide those services (the "Services") requested by the Customer in an order ("Order") placed through the Website. Operator may accept or reject any Order. The terms of an Order shall control in the event of an inconsistency with the terms of this Agreement. All Services shall be subject to the terms and conditions of this Agreement. Operator may, in its sole discretion, subcontract the provision of a Service or a portion of a Service to third parties or affiliates, provided that Operator will continue to be liable for the performance of such subcontractors under the terms of this Agreement. Operator will provide the Customer with reasonable technical support. Customer may request support at support@qckl.com. We do not provide support for other applications and uses or for Customers’ end users ("End Users"). Operator’s performance obligations under this Agreement apply solely to the Customer, and not to any End User or other third party.
Term
This Agreement is effective on the Effective Date and shall continue in effect indefinitely until terminated by a Party. Either Party may terminate the Agreement by notice in writing (including email) to the other Party, provided, however, that notwithstanding any such termination the Agreement shall remain in effect for the remaining term of any existing Order. If Operator deems it necessary to discontinue offering a particular Service provided under this Agreement during the term of an applicable Order, then Operator may terminate such Service upon thirty (30) days prior written notice to Customer.
Charges, Billing, and Payment
Recurring charges for Services will be invoiced in advance on a monthly, quarterly, semi-annual, annual, or bi-annual basis, as provided in the Order, and will be payable before the first day of the service term. Non-recurring and usage-based charges will be invoiced in arrears as specified in the Order. Customers’ payment obligations will survive termination of this Agreement and any applicable Order. Customer may terminate an Order without any early termination penalty once they have paid the recurring charges for at least one half of the term of the Order, plus any non-recurring or usage-based charges. Customer shall remit all account balance additions by cryptocurrency, wire transfer, credit card, or other payment mechanism accepted by Operator. The processing of Customer credit card payments may be denied or discontinued by Operator, at any time, in its sole discretion. Customer is responsible for all charges incurred on their account. This responsibility includes charges resulting from the use, misuse, or abuse of the Service by third parties accessing the Services through Customer’s account, whether or not the unauthorized access is a result of Customer’s failure properly to secure the account or to maintain the secrecy of account login information. Any billing dispute or request for a billing adjustment must be made in writing within fifteen (15) days of the invoice date. Any such request must include detailed documentation to establish the basis for any adjustment. The parties shall negotiate in good faith to resolve the dispute. If the dispute is subsequently resolved in the Customer’s favor, then any resulting amounts due to the Customer shall be deposited to the Customer’s account or applied as a credit against a subsequent Customer invoice. If Customer has not breached any terms of this Agreement, such Customer is eligible to request Operator to issue a refund for an Order within the first fourteen (14) days after such Order was placed. Operator commits to refund such Order within thirty (30) working days.
Conditions of Service
The Services are offered by QCKL Network Solutions IBC subject to their continued legal availability in any applicable jurisdiction. Operator may elect not to offer a Service in or to any particular jurisdiction, location, or country, or may block a Service to or from any particular jurisdiction, location, or country if we determine, in our sole discretion, that the continuation of such Service is not permitted or advisable. Operator reserves the right to amend this Agreement, including any terms or conditions, policies, or pricing on the Website that are incorporated by reference herein, at any time. All such modifications shall be effective upon posting them on the Website. By continuing to use the Service after the posting of such amendments or modifications, Customer agrees to be bound by the amended Agreement.
Network Modification and Network Maintenance
Operator reserves the right to modify its network, system configurations, or routing configurations. Operator may, at its sole discretion and without liability, change or modify the features and functionalities of a Service or modify or replace any hardware or software in the network or in equipment used to deliver any Service, provided that this does not have a material adverse effect on the Service.
Termination
Operator may terminate this Agreement, any Service, or both, immediately if Customer fails to make payment of any amount due under this Agreement within 3 days of the due date. Either Party may terminate this Agreement, any Service Order, or both, immediately on notice if the other commits any other material breach of this Agreement and fails to remedy the breach within thirty (30) days after receiving written notice of the breach. Operator may also, upon sending notice of Customer’s material breach of this Agreement or a Service Order, cease accepting or processing orders for Service and suspend Service without prejudice to its right to terminate this Agreement or the Service, cease providing all electronically and manually generated information and reports, and collect from Customer any charges owed under this Agreement. In the event of termination by Operator under subsection 6.1 or 6.2 above, all future charges that would be payable under any outstanding Service Order shall become immediately due and payable. Customer acknowledges that in the event of termination of this Agreement or any applicable Service Order, Operator has no obligation to continue to provide Services to the Customer. Customer further agrees that it will immediately effect an immediate transition of Services to another provider.
Fair Use Policy (FUP)
In Operator’s environment, the computational resources (CPU cores) are shared among all guests within the same hypervisor node. This sharing is implemented because most of the time VPS are not fully utilized and remain idle. Fair use policy is not enforced, and thus the Customer is allowed to exceed FUP for a short period of time – 1 hour daily is acceptable. However, the Operator reserves the right to enforce it to prevent severe performance degradation within the same hypervisor node. Each tariff plan comes with its own Fair Use Policy (FUP) for CPU, which is expressed as a percentage. The FUP for CPU indicates the allowed load the Customer can impose on the CPU. It is specified as total server cores used in percents, meaning that if the FUP is set at 400%, the Customer can fully utilize up to four CPU cores. The percentage does not depend on the allocated vCPU count for the Service.
Warranty and Limitation of Liability
Operator warrants that it will perform services with reasonable skill and care and in a workmanlike manner and will use reasonable efforts to restore services in the case of failure. Operator makes no other warranty or guarantee relating to the services, express or implied, under this agreement or otherwise, and Operator expressly disclaims all other warranties or conditions relating to the services, express or implied, including, but not limited to any implied warranties or conditions of merchantability, satisfactory quality, and/or fitness for a particular purpose. The Customer’s sole remedy for failure of a service is the credits set forth in the service level agreement at https://qckl.com/service-level-agreement/. In no event shall either party be liable for any indirect, incidental, special, consequential, punitive, reliance, or cover damages, including loss of profits, revenue, data, or use, incurred by either party or any third party, including any damages arising from any negligent act or inadvertent omission, whether in contract, tort or under law, even if that party has been advised of the possibility of such damages. Except for a breach of the Customer’s payment obligations hereunder, in no event shall either party be liable to the other party for direct damages in an amount in excess of €1000 or the amount that QCKL Network Solutions IBC charged the Customer for services in the six months prior to the date when the claims first arose, whichever is less. Regardless of the form of action (whether in contract, warranty, strict liability or tort, including, without limitation, negligence of any kind whether active or passive), Operator, its subcontractors, or agents shall not be liable for any of the following, even if informed of their possibility:
- third-party claims against the Customer or QCKL Network Solutions IBC for damages arising from a data breach;
- any delay, loss, damage, or service failure attributable to any service, product, or actions of any person, including but not limited to delay, loss, damage, or service failure attributable to computer viruses, worms, computer sabotage, ‘denial of service’ attacks, DNS spoofing attacks, and/or other hacking attacks of a similar nature;
- interoperability of specific customer applications.
Operator shall not be liable for any inconsistencies in physical server location and third-party geolocation services intelligence data (such as information about IP address city and country).
QCKL IBC
QCKL Network Solutions IBC
№172812
Email: press@qckl.net
Phone: +1 646 171 1088
Delap-Uliga-Djarrit,
Post Office Box 323,
Majuro Atoll 96960,
Republic of the Marshall Islands
