Terms and Conditions
This Service Agreement (“Agreement”) is entered into by and between Hostlink (HK) Ltd. (“Hostlink”), a limited liability company established under the laws of the Hong Kong Special Administrative Region, with its principal office located at Unit 804, 8/F, Sunbeam Plaza, 1155 Canton Road, Kowloon, Hong Kong, and individuals or legal entities or legal entities using Hostlink cloud services (“Customer”). This Agreement governs the terms under which Customer uses Hostlink cloud services.
Subject to the terms of this Agreement and based on Customer’s credit approval for Hostlink cloud services, Hostlink agrees to provide the services as described in the order at the fees specified therein.
The initial term of this Agreement shall be specified by Hostlink in an email message to Customer, announcing the activation of Customer’s account and continuing until the expiration date stated in the email. This Agreement shall automatically renew upon expiration, on the same terms as the initial term (each, a “Renewal Term”), unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the initial term or then-current Renewal Term, as applicable. The initial term and any Renewal Term shall collectively be referred to as the “Term.”
Fees for each billing cycle shall be prepaid on the first day of each billing cycle. The billing cycle shall be as displayed in the order, calculated on a monthly, quarterly, or annual basis, commencing on the service start date. Hostlink may require payment of fees for the initial billing cycle before service commencement. If the order specifies payment by credit card/debit card, Customer authorizes Hostlink to charge the fees to the credit card/debit card on the first day of each billing cycle during the Term. Otherwise, Hostlink shall send invoices to the primary Customer contact listed in the order, which shall be due on the invoice due date as stated in the invoice.
Customer is responsible for notifying Hostlink of any changes to payment information (e.g., credit card expiration date, change in billing address). If fees remain unpaid after the due date, Hostlink may suspend the services without further notice. Fees not disputed within fourteen (14) days of the invoice date are deemed accurate. Customer agrees to pay Hostlink’s reasonable reinstatement fees and reasonable costs of collection for late payments, including collection agency fees, attorney fees, and court costs, in the event service is suspended for non-payment.
(b) Fee Adjustments
Hostlink may notify Customer of changes to service fees at least thirty (30) days prior to the commencement of a Renewal Term. New fees will take effect on the first day of the Renewal Term. If Customer does not provide notice of non-renewal as specified in Section 2 above, Customer shall be deemed to have agreed to the new fees for the Renewal Term and any subsequent Renewal Term.
(c) Early Termination
Customer acknowledges that the amount of service fees due under Customer’s agreement refers to the fees for the entire initial term or Renewal Term, as applicable. If Hostlink terminates this Agreement pursuant to Section 9 due to Customer’s breach of the Agreement, or if Customer terminates this Agreement pursuant to Section 9 due to Hostlink’s breach of the Agreement, all unpaid fees for the remaining billing cycles in the initial term or then-current Renewal Term, as applicable, shall become due and payable on the business day following the termination of the Agreement.
4. Legal/Fair Use Policy
Customer agrees to use the services in accordance with applicable laws and Hostlink’s Fair Use Policy (“Fair Use Policy”). Customer agrees that Hostlink may revise the Fair Use Policy from time to time to provide further details or descriptions regarding reasonable usage restrictions and conditions on Customer’s use of the services, based on Hostlink’s reasonable commercial judgment consistent with industry standards. Revisions to the Fair Use Policy are effective immediately and do not require separate notice. Customer agrees to cooperate with Hostlink in any reasonable investigation concerning suspected violations of the Fair Use Policy by Hostlink. In the event of a dispute between Customer and Hostlink concerning the interpretation of the Fair Use Policy, Hostlink’s reasonable business interpretation shall prevail.
5. Customer Data
Customer represents and warrants to Hostlink that the data provided to Hostlink for the purpose of establishing and maintaining the services is accurate. If Customer is an individual, Customer represents and warrants that Customer is at least eleven (11) years old. Hostlink may act on the instructions of any person listed in the order as the primary Customer contact for the account until Customer provides written notice changing the primary Customer contact.
Customer agrees to indemnify and hold harmless Hostlink, its affiliates, and their respective officers, directors, agents, and employees from and against any and all claims, demands, legal actions, liabilities, losses, damages, penalties, fines, punitive damages, amounts in interest, and expenses of any kind and nature whatsoever (including reasonable attorney’s fees) brought by a third party under any theory of legal liability arising out of or related to Customer’s service use, including without limitation, due to Customer’s violation of applicable law or the Fair Use Policy.
7. Disclaimer and Warranties
Hostlink Service Ltd. does not guarantee or represent that its services will be uninterrupted, error-free, or entirely secure. To the extent permitted by applicable law, Hostlink disclaims all warranties (including implied warranties of merchantability, fitness for a particular purpose, and non-infringement). All services are provided on an “as-is” basis.
8. Limitation of Damages
Neither party shall be liable to the other for any loss of profits or any indirect, special, incidental, consequential, or punitive damages or any loss or damages whatsoever, whether based in contract, tort (including negligence), strict liability, or otherwise, arising out of or in connection with this Agreement, even if the other party has been advised of the possibility of such damages.
Notwithstanding any contrary provision, the maximum aggregate liability of Hostlink and any of its employees, agents, or affiliates, under any theory of law (including breach, tort, strict liability, and infringement), shall not exceed the amount of service fees payable by Customer for one month.
(a) Suspension of Service – Customer agrees that Hostlink may suspend Customer’s services without notice and without liability for any of the following reasons:
(i) Hostlink reasonably believes that Customer’s use of the service violates the Fair Use Policy;
(ii) Customer fails to cooperate with any reasonable investigation concerning suspected violations of the Fair Use Policy;
(iii) Hostlink reasonably believes that suspension is necessary to protect its network or other customers; or
(iv) As required by law enforcement or regulatory authorities. Upon reinstating services following a suspension as described in this subsection, Customer shall pay reasonable reinstatement fees to Hostlink.
(b) Termination – If Hostlink substantially fails to provide the services as agreed under the terms of this Agreement and fails to cure such failure within fourteen (14) days after receiving written notice from Customer describing the failure to provide the services in reasonable detail, Customer may terminate this Agreement upon written notice without further liability or obligation. Hostlink may terminate this Agreement without further liability or obligation if any of the following occur: (i) Customer has any unpaid overdue amounts owed to Hostlink under this Agreement; (ii) Customer substantially breaches any other provision of this Agreement, including the Fair Use Policy, and fails to cure the breach within thirty (30) days after Hostlink provides written notice describing the breach in reasonable detail; (iii) Customer substantially breaches the Fair Use Policy more than once, upon one (1) day’s written notice; (iv) Customer substantially breaches Section 5 (Customer Data), upon one (1) day’s written notice. If either party admits its inability to pay its debts, makes an assignment for the benefit of creditors, applies for bankruptcy or similar protection, is unable to pay its debts as they become due, has all or substantially all of its assets appointed for the benefit of a receiver or trustee, enters into an agreement for the extension or readjustment of all or substantially all of its debts, either party may terminate this Agreement upon ten (10) days’ written notice.
10. Requests for Customer Data
Customer agrees that Hostlink may, without notice to Customer: (i) report to the appropriate authorities that Hostlink believes that Customer or any of Customer’s customers or end users are using the services in violation of applicable law; and (ii) respond to formal and informal requests from law enforcement or regulatory agencies, or requests as part of civil litigation (that appear to meet the requirements of such requests), to provide information about Customer or any of Customer’s customers or end users.
11. Backup Copies
Customer agrees that, while Hostlink offers backup services, Customer shall maintain a local backup copy of all content stored on Hostlink’s servers.
12. Changes to Hostlink’s Network
Hostlink’s network upgrades and any other changes, including but not limited to changes to its software, hardware, and service providers, may affect the display or operation of the content stored by Customer and/or the applications. Hostlink reserves the right to make changes to its software, hardware, and network in its reasonable commercial judgment, without liability, for any such changes that may affect Customer.
Notices to Hostlink under this Agreement shall be delivered via email to the email address. Notices to Customer shall be delivered via email to the primary Customer contact listed in the order. Notices shall be deemed received on the day of transmission. If such day is not a business day, then on the first business day following transmission. Customer may change its notice address as provided in this section.
14. Force Majeure
Failure to perform due to events outside Hostlink’s reasonable control, including but not limited to internet failures, equipment failures, strikes, riots, rebellions, demonstrations, or other organized labor actions, acts of terrorism, activities of terrorists, or other events of a similar nature not typical of the industry, shall not be deemed a breach of Hostlink’s obligations under this Agreement.
15. Applicable Governing Law/Disputes
This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). The Hong Kong courts shall be the exclusive jurisdiction for any disputes arising out of or related to this Agreement, and the parties agree to submit to the personal jurisdiction of such courts and waive any objections to the exercise of jurisdiction by such courts and venue in such courts.
The parties acknowledge and agree that each party retains all right, title, and interest in and to its trademarks, service marks, trade names, domain names, logos, copyrights, patents, trade secrets, and other intellectual property rights. Neither party may use the other party’s name or trademarks without the other party’s prior written consent. The parties are independent contractors, and neither party shall be deemed an agent of the other. The parties acknowledge and agree that the Agreement does not convey any ownership interest or authorize the use of any trademark, trade name, or other intellectual property rights belonging to the other party. Customer’s purchase order or other business forms are for convenience only and shall not modify the terms of this Agreement unless expressly accepted in writing by both parties. The failure to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision or any other provision herein. The waiver of any breach of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.
The headings of this Agreement are for convenience only and shall not affect its interpretation. The following sections of this Agreement shall survive expiration or termination of this Agreement: Fees, Indemnification, Limitation of Damages and Warranties, Intellectual Property sections, and such other sections that by their nature and context are intended to survive termination of this Agreement. There are no third-party beneficiaries to this Agreement. This Agreement may not be assigned by Customer without the prior written consent of Hostlink. Hostlink’s approval for assignment is contingent on the assignee meeting Hostlink’s credit approval criteria. Hostlink may assign this Agreement in its entirety or in part.
Customer agrees and acknowledges that Hostlink may revise, amend, modify, and supplement this Agreement and the Fair Use Policy, as necessary to comply with agreements it has entered into with individual regulatory authorities or domain registries, and current or future agreements to which Hostlink is bound, and to address business, operational, and technical changes in the industry.
This Agreement, together with the order and the Fair Use Policy, constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written understandings or communications.
The Chinese version shall prevail.