Master Services Agreement

(Last updated February 16, 2020)

The Master Services Agreement is between Adonis Technology (“we,” “us” or “our”) and the customer who orders Adonis Technology's products and services (“you,” “your” or “Customer”).

This Master Services Agreement governs your purchase and use of all Services offered by us, as may be further described in this Agreement or any Order. This Agreement applies to you and your employees, agents, contractors, or other users who obtain Services from us (each such person or entity being a “User”). You must register with us and accept the terms of this Agreement in order to use the Services. BY REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE THAT YOU AND YOUR USERS WILL BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

This Agreement is the complete and exclusive agreement between you and us regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral.

Your use of our Services is governed by this Master Services Agreement, the Acceptable Use Policy, the Service Level Agreement, and the terms of your Order. When we use the term “Agreement” in any of the Master Services Agreement, the Acceptable Use Policy, the Service Level Agreement, or an Order, we are referring to all of them collectively. If there is any inconsistency or conflict between the provisions of any these documents, then the documents will be given precedence in the following order: (a) the Master Services Agreement, (b) the Acceptable Use Policy, (c) the Services Level Agreement, and (d) the terms of your Order.

All quotes are provided in the currency of the country stated within the quote and exclude any applicable country taxes due to the varying nature of individual country tax laws. These applicable country taxes will be added to the invoice for payment.

GENERAL TERMS

1 Definitions

2 Obligations, Rights and Responsibilities
2.1 Adonis Technology's Obligations.
2.2 Your Obligations.
2.3 Acceptable Use Policy.
2.4 Intellectual Property Rights.
2.5 IP Numbers.
2.6 Third Party Products.
2.7 Additional Requirements for Using Microsoft Software.
2.8 Security.
2.9 Confidentiality.

3 Term and Payment for Services
3.1 Term.
3.2 Termination.
3.3 Termination Liability.
3.4 Payment.
3.5 Refund and Disputes.
3.6 Data Retention / Server Reclaim Policy.

4 Modification

5 Limitation of Liability and Indemnity
5.1 Monitoring User Activity.
5.2 Interruption of Service.
5.3 Warranty Disclaimer.
5.4 Limitation of Liability.
5.5 Customer Indemnity.
5.6 Adonis Technology's Indemnity.

6 Governing Law
6.1 Services Rendered in Canada.
6.2 Services Rendered in the United States.
6.3 Services Rendered in the United Kingdom.
6.4 Services Rendered in Asia Pacific.

7 Miscellaneous Provisions

8 Computer Sales Policy
8.1 Order Fulfilment
8.2 Shipping
8.3 Refund of Computer Components and/or Software
8.4 Third Party Components
8.5 Out of Stock Items
8.6 Quantity orders over 10 items
8.7 Downloadable Software
8.8 Open Box Sale Items
8.9 Overclocking
8.10 Warranties and Advanced Warranty
8.11 Support
8.12 Credit Card Payments
8.13 Export Regulations

1 Definitions

(a) Managed Hosting Services - the Cancellation Date would be 28 days from the date the Cancellation Request was submitted to Adonis Technology;

(b) Dedicated Hosting Services - for month-to-month Agreements, the Cancellation Date would be 20 days after the Cancellation Request was submitted to Adonis Technology;

(c) Dedicated Hosting Services - for non-monthly Agreements, the Cancellation Date would be 28 days from the date the Cancellation Request was submitted to Adonis Technology;

(d) Colocation and Network Services - the Cancellation Date would be 45 days from the date the Cancellation Request was submitted to Adonis Technology; or

(e) As defined by your individual contract terms.

(f) Where there is a conflict between the termination timetable in this agreement and your individual contract terms, your individual contract term for termination shall prevail.

“Adonis Technology” is defined conditionally as Adonis Technology, its subsidiaries, and partners and includes all partners’ and subsidiaries trading names regardless of the name promoted in the country in which the Services are initially provided to you.

2 Obligations, Rights and Responsibilities

2.1 Adonis Technology Obligations.

2.2 Your Obligations.

(a) pay when due the fees for the Services and applicable charges;

(b) use reasonable security precautions in light of your use of the Services;

(c) cooperate with Adonis Technology’s reasonable investigation of outages, security problems, and any suspected breach of the Agreement;

(d) keep your billing contact, information, and other account information up to date;

(e) immediately notify Adonis Technology of any unauthorized use of your account or any other breach of the security of the Services; provided, that in the event of a dispute between the parties regarding the interpretation of applicable law or the Acceptable Use Policy, then Adonis Technology’s reasonable determination will prevail;

(f) pay all federal, state, and local sales, use, value added, surcharges, excise, franchise, property, gross receipts, license, privilege, and any other taxes assessed with respect to the Services; and

(g) provide Adonis Technology with accurate factual information to help Adonis Technology determine, if any, tax is due with respect to the provision of the Services, and if Adonis Technology is required by law to collect taxes on the provision of the Services, then you must pay Adonis Technology the amount of the tax that is due or provide satisfactory evidence of your exemption from the tax.

2.3 Acceptable Use Policy.

2.4 Intellectual Property Rights.

(a) you are at least 18 years of age if an individual;

(b) you possess the legal standing to enter into this Agreement;

(c) you and your Users will use the Services only for lawful purposes and in accordance with this Agreement, Adonis Technology’s Acceptable Use Policy, and all applicable Adonis Technology policies and guidelines, as contained in this Agreement and posted on the Adonis Technology Website; and

(d) you and your Users have obtained all license or other rights necessary to install or use any software or products in conjunction with your use of the Services.

2.5 IP Numbers.

2.6 Third Party Products.

2.7 Additional Requirements for Using Microsoft Software.

2.8 Security.

2.9 Confidentiality.

Any Confidential Information disclosed by one party (“Disclosing Party”) to the other party (“Recipient”) in connection with this Agreement that is marked confidential or that due to its character and nature, a reasonable person under like circumstances would treat said information as confidential, will be protected and held in confidence by the Recipient. Confidential Information will be used only for the purposes of this Agreement and related internal administrative purposes.

Disclosure of the Confidential Information will be restricted to the Recipient’s employees, contractors, affiliates, or agents (including outside counsel and consultants) on a “need to know” basis in connection with the services, who are bound by confidentiality obligations no less stringent than these prior to any disclosure.

Each party may disclose Confidential Information relating to the Services to providers of goods and services for the engagement to the extent such disclosure is necessary and reasonably anticipated. Such disclosure will be treated by these recipients as confidential and these recipients must be informed of their obligations to maintain said confidentiality.

Confidential Information does not include information which: (i) is already known to Recipient at the time of disclosure; (ii) is or becomes publicly known through no wrongful act or failure of the Recipient; (iii) is independently developed by Recipient without benefit of Disclosing Party’s Confidential Information; or (iv) is received from a third party which is not under and does not thereby breach an obligation of confidentiality. Each party agrees to protect the other’s Confidential Information at all times and in the same manner as each protects the confidentiality of its own proprietary and confidential materials, but in no event with less than a reasonable standard of care. A Recipient may disclose Confidential Information to the extent required by law, but that disclosure does not relieve Recipient of its confidentiality obligations with respect to any other party.

3 Term and Payment for Services

3.1 Term.

3.2 Termination.

(a) by you without cause and for convenience by providing the Cancellation Request;

(b) by Adonis Technology without cause by providing you with a written notice at least 30 days prior to the termination date.

(c) by Adonis Technology in the event you do not pay any undisputed fees due hereunder within or after 10 days of the due date;

(d) by you or Adonis Technology, if a party commits a material breach of or fails to perform any obligations under this Agreement and has not cured such breach or failure within 30 days of receiving written notice from the terminating party specifying such breach or failure; or

(e) as otherwise provided in this Agreement or the Acceptable Use Policy.

3.3 Termination Liability.

(a) actual amounts that have been invoiced for the Services provided to the date the Agreement is terminated as determined by the Cancellation Date, and

(b) for non-monthly Agreements, the difference between the monthly rate for the Services listed on the Order at the time of the Order, and the rate the Services were discounted to based on the Term pricing grid including any and all promotions. For the discount calculation, your liability will be limited to the period from the commencement of the Initial Term to the Cancellation Date.

3.4 Payment.

(a) All charges under this Agreement are due and payable on the due date of the invoices unless otherwise agreed to in writing.

(b) For recurring billing, Services are billed one month in advance and payments are due 30 days of the date of invoice.

(c) for non-recurring fees (such as fees for initial set-up, backup overages, bandwidth overages, paid for support request and any other non-recurring service) on or around the date incurred, or on or around the first day of the billing cycle that follows the date incurred, at Adonis Technology’s option; provided that Adonis Technology may wait to charge your credit card until the total aggregate fees due are at a minimum billable amount. Unless otherwise agreed in the Order or modified via request, your billing cycle will be monthly, beginning on the date that Adonis Technology first makes the Services available to you.

(d) Unless you have made other arrangements, Adonis Technology will charge your credit card and/ or ACH or EFT on the due date. If you pay by credit card or ACH or EFT, then Adonis Technology will charge your credit card or bank account (as applicable) to pay for any charges that may apply to your account.

(e) Charges that are not disputed within 30 days of the date charged are conclusively deemed accurate.

(f) You also will be responsible for any costs Adonis Technology incurs in enforcing collection of any amounts due under this Agreement, including without limitation reasonable attorney’s fees, court costs, or collection agency fees.

(g) You will be responsible for costs due to insufficient funds and other charges that are incurred in connection with payment processing for your account.

(h) Non Sufficient Funds Fees (NSF) - Adonis Technology has the right to charge you NSF fees if your payment method is check (cheque) and it was returned by the bank due insufficient funds. The fees are Thirty (USD $ 30), Thirty (CAD$ 30), fifteen (GBP 15), Twenty Five (NZD $ 25) in the United States, Canada, the United Kingdom, and Asia Pacific respectively.

(i) If you pay by credit card or ACH or EFT, then Adonis Technology will charge your credit card or bank account (as applicable) to pay for any charges that may apply to your account. You agree that you will notify Adonis Technology of any changes to your account, your billing address, or any information that Adonis Technology may reasonably require in order to process your payments in a timely manner.

(j) Payment for invoices that are not formally and rightfully deemed as disputed may be subject to compound interest at a rate of one and one-half percent (1.5%) per month accruing from date the invoice was due.

3.5 Refund and Disputes.

3.6 Data Retention / Server Reclaim Policy.

4 Modification

5 Limitation of Liability and Indemnity

5.1 Monitoring User Activity.

5.2 Interruption of Service.

5.3 Warranty Disclaimer.

5.4 Limitation of Liability.

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY USER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS OR REVENUES OR COST OF REPLACEMENT SERVICES (WHETHER DIRECT OR INDIRECT) NOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR ADONIS TECHNOLOGY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, ADONIS TECHNOLOGY’S LIABILITY TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO ADONIS TECHNOLOGY UNDER THIS AGREEMENT DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, IN TORT AND/OR IN EQUITY. THE FEES FOR THE SERVICES SET BY ADONIS TECHNOLOGY UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY WITH RESPECT TO THOSE LIABILITIES THAT CANNOT BE LEGALLY EXCLUDED OR LIMITED EVEN IF ANY OTHER PROVISION MAY SUGGEST OTHERWISE.

IN NO EVENT SHALL ADONIS TECHNOLOGY BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE ADONIS TECHNOLOGY'S PRODUCTS OR DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS.

ADONIS TECHNOLOGY SHALL NOT BE LIABLE FOR ANY HARDWARE, SOFTWARE, OR DATA STORED OR USED WITH ANY PRODUCT, INCLUDING WITHOUT LIMITATION THE COSTS OF REPAIRING, REPLACING, INTEGRATING, INSTALLING OR RECOVERING SUCH HARDWARE, SOFTWARE OR DATA.

5.5 Customer Indemnity.

5.6 Adonis Technology Indemnity.

6 Governing Law

6.1 Services Rendered in Canada.

6.2 Services Rendered in the United States.

6.3 Services Rendered in the United Kingdom.

With respect to Services rendered by Adonis Technology in the United Kingdom, this Agreement will be governed by, and construed in accordance with, the laws of England and Wales and all disputes arising out of or related to this Agreement will be brought exclusively in the courts located in New Zealand with the laws of jurisdiction being modified for this purpose; and neither party will be prevented from appearance, either as a witness or to run the trial, by teleconference; and that neither party will be prevented from enforcing any related judgment against the other party in any other jurisdiction.

6.4 Services Rendered in the Asia Pacific.

7 Miscellaneous Provisions

You and Adonis Technology are independent contractors and this Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between you and Adonis Technology. The waiver of any breach or default of this Agreement 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.

You may not sell, assign or transfer your rights or delegate your duties under this Agreement either in whole or in part without the prior written consent of Adonis Technology, and any attempted assignment or delegation without such consent will be void. Adonis Technology and you agree that, except as otherwise expressly provided in this Agreement, the Order, or the terms and conditions of use of any Third Party Products, there will be no third party beneficiaries to this Agreement.

To the extent any portion of this Agreement is determined to be unenforceable by a court of competent jurisdiction, such unenforceability will not invalidate this Agreement as a whole, but only that specific portion held to be unenforceable, and all other terms and conditions contained in this Agreement will remain in full force and effect.

Any provision of this Agreement that, by its nature, is applicable to circumstances arising after the termination or expiration of this Agreement will survive such termination or expiration and remain if full force and effect, and no termination or expiration of this Agreement will relieve either party from any liability arising out of any breach of this Agreement occurring prior to said termination or expiration.

Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent such failures or delays are proximately caused by causes beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, acts of God, government restrictions (including without limitation the denial or cancellation of any export or other necessary license), wars, insurrections, acts of terrorism, failure of suppliers, subcontractors, and carriers, or third party to substantially meet its performance obligations under this Agreement.

Unless otherwise specified herein, all notices, demands, requests or other communications required or permitted under this Agreement will be deemed given when delivered personally, sent by facsimile upon confirmation, sent and received by return receipt email, or upon receipt of delivery of overnight mail to the head office stipulated in the contact us section at the bottom of this page.

8 Computer Sales Policy

8.1 Order Fulfilment

While Adonis technology makes every effort to fill orders quickly delays can be caused through delayed stock and out of stock components. While we make every effort to keep our website stocks up to date it is impossible to be 100% reliable. the customer, therefore, accepts that the following timetables will be applied for computer system builds and reordered items.

Computer systems take approximately 5 to 10 working days for build.

Out of stock items take approximately 10 to 15 working days depending on manufacturers stock.

Adonis Technology will make every effort to keep the customer fully appraised of their order through trackme.adonistechnology.lgrtech.com and will advise as soon as the order has been dispatched.

8.2 Shipping

All shipments of parts and software are FOB from Adonis Technology, its partners and/or agents facility. Adonis Technology its agents and/or partners liability for delivery shall terminate upon delivery to the carrier, at which time the Buyer assumes all responsibility for damage to or loss of products.

If damage occurs during shipping, the buyer acknowledges that the carrier of the goods shall be fully liable for the damage caused and that the buyer will not sign for the goods until the buyer has inspected them. If the buyer signs before inspection the buyer accepts full liability for any damage incurred and fully indemnify Adonis Technology and any of its subsidiaries, partners, agents and associates against any loss.

8.3 Refund of Computer Components and/or Software

I acknowledge and accept that all purchases are final and any refund will only be processed upon receipt of the goods being returned within 15 days and providing that they are in new and unused condition, with all original packaging, accessories, instructions, etc. I acknowledge that a restocking fee of 20% will be charged on returned product. No return will be accepted on used products. For video games, software, CDs, DVDs and ink cartridges, returns will be accepted only if items are unopened. In the event of a manufacturing defect or warranty issue, we will gladly exchange it for the identical item on a return to base basis.

The following conditions are not acceptable for return, and will result in the merchandise you have returned to Adonis Technology being returned to you at your expense:

• Items exhibiting physical damage
• Items that are missing the manufacturer label containing model number, part number or serial number
• Items that are missing the manufacturer warranty label
• Items returned without all included accessories, bonus games, and documentation
• Kit items that are not returned as a complete set
• Items that do not include all protective covers and casings

8.4 Third Party Components

Adonis Technology recommends certain third party components, such as memory, hard disks drives, add-on cards, etc., to be used with our systems, chassis, or main boards. Any use or offering other than these recommended third party components is strictly the responsibility and liability of the user or customer.

8.5 Out of Stock Items

If Adonis Technology no longer carries an item that is sent in for replacement, or if that item is simply out of stock, the item will be sent to our Back-Order RMA Department. You will be notified via email of two options: 1) Adonis Technology can send you a comparable replacement item, or 2) Adonis Technology can issue you a credit note at the current market value of the product. A current-market-value refund may not exceed the original invoice price.

8.6 Quantity orders over 10 items

While Adonis Technology is more than happy to fill your order for a quantity of ten (10) or more of any given item in our inventory on a single purchase order, please understand that an order of that size, once purchase is completed, is automatically non-refundable. All other specific conditions related to the ordered item still apply, including any and all stipulations relative to any available replacement return policies.

8.7 Downloadable Software

All sales of Applications are final. We do not accept returns of downloadable software. Software may require you to use a computer or other device meeting minimum system requirements, and you are responsible for ensuring that your computer or device meets Software system requirements prior to purchase. Generally, Software system requirements are available on or from product detail pages. Once you have purchased a downloadable product, we encourage you to download it, if applicable, and to access it promptly to ensure that you have received it. You are responsible for downloading and confirming your ability to access software within thirty (30) days after purchase and bear all risk of loss thereafter, including any loss due to a computer or hard drive crash. We will usually continue to make purchased software available in the Adonis Technology Order History Page for additional activations or copies even after this thirty (30) day period, but we may, from time to time, remove without notice because of the Software provider's licensing restrictions or for other reasons. Adonis Technology will not be liable to you if any Software is removed from the Order History Page or otherwise becomes unavailable for additional activation or copies. If you are unable to successfully download or access an Application after having reviewed our online help resources, please contact our support services.

8.8 Open Box Sale Items

Adonis Technology may sell items that are listed as open-box. Because these items are sold at greatly reduced prices, they are subject to a return within 15 days for refund-only policy. No replacement will be issued and no warranty applies to Open-Box items. Open-Box items must be returned within 15 days of the applicable invoice date or no refund will be available. Return constitutes receipt of the product by Adonis Technology, and not the mere issuance of an RMA. Adonis Technology cannot provide replacement service for these items. The entire risk as to the quality and performance of these items is with the buyer. These items have been tested for functionality, but may have superficial physical defects including, but not limited to, scratches, dings or dents. Should these items exhibit a functional defect following their purchase, the buyer (not the manufacturer, distributor, or Adonis Technology) assumes the entire cost of all necessary servicing or repairs, unless otherwise required by law. These items are not covered by any satisfaction guarantee.

If you purchase an Open-Box product Adonbis Technology guarantees only that you will receive the product itself; accessories MAY OR MAY NOT BE INCLUDED. Adonis Technology will not send you a missing accessory, even if the missing accessory is required in order to properly make use of all the product’s advertised functions.

8.9 Overclocking

Adonis Technology does not recommend or support over-clocking of hardware as it greatly reduces the lifetime of the component. If an item has been over-clocked, except where the manufacturer has provided full warranty for over-clocking, all warranty for that item will be null and void. The Buyer acknowledged that they take full liability, risk and responsibility for over-clocking of any item. No refund or replacement shall be issued for an over-clocked item unless authorised in writing by the manufacturer.

8.10 Warranties

Adonis Technology provides an express Warranty on all goods supplied. This warranty is Two (2) years on business computers and Three (3) on personal computers, unless otherwise stated. The warranty includes parts and labour and is expressed as follows:

1. Items are subject to the manufacturers’ warranties only. We will pass on the benefit of those warranties to you, without being directly liable to you under any warranty.

2. Where goods are subject to a return to base warranty, you are responsible for returning them to us or the manufacturer (as provided by the warranty) and are soley responsible for freight charges.

3. A warranty may be voided by unreasonable use, damage or misuse, negligent installation or operation, inadequate packaging, cleaning or maintenance, unauthorised repairs, modifications or the addition of hardware, software or consumables not intended for the items use.

4. Where the product is a manufacturer only warranty, it will be stated on that product's information section. Manufacturers' warranty details are typically available at the manufacturer's website. Detailed manufacturer warranty information can also be obtained for free by contacting our support department. Please note that products in this category are non-refundable unless otherwise indicated.

5. Non manufacturer only warranties are to be returned to Adonis technology for servicing, replacement or refund. Customers must raise an RMA/Warranty request via support.adonistechnology.lgrtech.com where they will be advised the local office in their country to return the item. Failure to raise the support request may result in delay to which you accept full responsibility. Adonis Technology will make every effort to deal with warranty requests as quickly as possible.

6. Where the item is supported by the Adonis Technology Advanced Warranty Adonis Technology will provide advanced replacement of the item in accordance with the terms below.

Advanced Warranty

Adonis Technology provides an advanced replacement warranty for all items that have a standard warranty over 12 months and where it is stated that the item carries the advanced warranty. This warranty provides that we will send you a replacement item of the same type with the same components at no charge before you have to send your faulty item back. This is a permanent replacement not temporary you will not have to send the replacement back to us.

To be eligible for the advanced warranty the following terms must be met:

1. The full price of the item has been paid in full with no discounts applied. Where a discount voucher or coupon has been applied this Advanced Warranty shall no longer apply.

2. The item must state that it carries the Advanced Warranty.

3. The item must not be subject to a manufacturer only warranty.

4. Where components have been replaced, modified or third party components have been added by the user, customer, buyer or any other party not authorised in writing by Adonis Technology, this advanced warranty shall not apply.

5. Where the product has been subjected to over-clocking, misuse or abuse this Advanced warranty will not apply.

6. The user, buyer or customer must return, at their expense, the faulty item within three (3) days of receiving the replacement. Failure to do so will result in the user, buyer, or customer being charged for the replacement item in full.

7. Where the replacement item has been charged to the customer, buyer or user they hereby agree to that Adonis Technology is authorised to charge their credit card for full payment including freight charges. Where the credit card is declined the customer, user, buyer agrees to cover all expenses in recovery of the amount owing as outlined in clause 3.4 of this Master Service Agreement.

8. A customer may purchase the advanced warranty for a yearly premium on goods not subject to the advanced replacement warranty on the terms set out above.

8.11 Support

Support queries are handled online via support.adonistechnology.lgrtech.com. Phone support is also available for urgent issues and where help has not been found through our online support channels.

8.12 Credit Card Payments

The buyersacknowledges that the buyer will not under any circumstances instigate a chargeback for the goods purchased unless the goods have not been dispatched within the timeframes specified above or otherwise agreed by the parties. The buyer further acknowledges that any dispute, or problem will be raised with Adonis Technology immediately and no action shall be commenced unless mediation with an independent third party has failed. Where the product cannot be delivered as arranged, Adonis Technology is happy to instigate a full refund.

8.13 Export Regulations

The commodities listed herein on this Site may be subject to U.S. export control laws and regulations, including without limitation the Export Administration Regulations. Any export, re-export, or transfer of these commodities must be conducted in compliance with such applicable laws and regulations.

Service Level Agreement (SLA)

(Last updated February 16, 2020)

This Service Level Agreement (the “SLA”) governs the use of all products and services (collectively, the “Services”) offered by Adonis Technology, its subsidiaries, and their affiliates to its customers (“Customer”).

Service Commitment

Adonis Technology is committed to providing services to its Customers at a standard of excellence commensurate with the best practice in the industry. We care about people and design our products and services to look after this core value.

We know that Network uptime and server availability are of the highest importance to you and your clients. The following service levels are designed to assure Customers of ultimate performance and maximum uptime.

Server Hardware Replacement

Power and HVAC Availability

100% Network Uptime

Adonis Technology uses a range of data centres throughout the world and we guarantee that the network will be available 100% of the time, excluding Maintenance - as defined below, or as outlined in the exceptions below.

Customer is eligible for a credit for Network Downtime for any breach of this guarantee, which can be verified by Adonis Technology’s technical support team.

“Network Downtime” is defined as an inability to transmit and receive data caused by failure of network equipment managed and owned by Adonis Technology, excluding Maintenance, but including managed switches, routers, and cabling.

Maintenance

Remedies

In the event Adonis Technology fails to meet the Replacement Guarantee or customer experiences Infrastructure Downtime or Network Downtime as outlined herein, provided Customer follows the procedures outlined herein, Adonis Technology will apply a credit (“Credit”) to Customer’s account in an amount equal to five percent (5%) of the Net MRC for the affected account for each hour of downtime or fraction thereof. “Net MRC” means the monthly recurring charge for hosting service for the server experiencing the issue excluding any add-on or optional services which are not included as part of the standard hosting plan but are included as part of such customer’s monthly recurring charge.

The Credits described in this SLA will be Customer’s exclusive remedy and Adonis Technology’s entire liability for any breach of any warranty of performance or service contained in this SLA. In order to claim Credits, Customer must open a Adonis Technology trouble ticket. All downtimes will be measured from the time the ticket is received and validated by Adonis Technology to the time Adonis Technology, in its sole discretion is able to resolve the issue. Customer may not receive more than one Credit per affected configuration per incident and in no event will Customer receive greater than one month’s Net MRC in Credit for any given month regardless of the number of incidents. Customer must be a Adonis Technology customer in good standing to receive the Credit.

No Credit will be applied to accounts that are past-due or for accounts that are cancelled before the conditions for payment of the Credit are met. Upon cancellation of the Customer’s account, any outstanding or previously accrued Credits will be forfeited. Credits will be applied against purchases or renewals for which payment is due after the date the credit is applied. Credits will not be applied against past due balances.

Exceptions