Welcome to the hosting services provided by Roost Hosting LLC (collectively “Services” or “the Services”). These terms govern your access and use of the Services offered by Roost Hosting LLC (collectively “we”, “us”, or “our”). Please read these Terms carefully before accessing or using the Services.
By signing up, or accessing the Services, you acknowledge that you have read, understood, and agree to be bound by these terms. You represent and warrant that you are of legal age to form a binding contract. If you do not agree to these terms, you are not permitted to use the Services. These terms have the same force and effect as an agreement in writing.
If you wish to contact us, have a complaint, or need to provide us with notice, you can send us an email at hello@roosthosting.com. If we need to contact you, we will do so by email or post to any (email) address you provide.
YOUR ACCESS TO AND USE OF THE SERVICES ARE ALSO GOVERNED BY OUR TERMS AND CONDITIONS, PRIVACY POLICY, AND ACCEPTABLE USE POLICY (AUP).
1. Terms
The initial service term of this agreement shall begin on the date that we generate an email message announcing the activation of the account (the “Service Commencement Date”) and shall continue either monthly, semi-annually, or annually depending on the term chosen by the customer.
2. Termination and Refunds
We reserve the right to cancel any service provided at any time. In this event, customers will be entitled to a refund based on the remaining period of service.
If the customer contravenes Roost Hosting LLC’s general terms of service, hosting’s terms of service, or acceptable use policy, a refund will not be issued in the event of a termination. Any incentives offered to customers when opening the account will also be canceled. Fees charged on a prepay basis are non-refundable, including all monthly, semi-annually, and annual services.
The customer agrees to submit all cancellations at least 24 hours prior to the next billing date of the service.
The customer agrees to submit a cancellation request to be eligible for a full refund of the initial payment if not satisfied with Roost Hosting LLC’s service(s) by providing a valid reason. If the customer’s billing cycle is monthly, the customer should request within 7 (seven) days of the initial payment. If the customer’s billing cycle is semi-annually or annually, the customer should request within 14 (fourteen) days of the payment date.
The only acceptable methods of cancellation are:
- A cancellation request submitted via the service in the client area.
- A ticket submitted via the client area.
3. Content Restrictions
We do not allow the use of our services for illegal activities, including hosting copyrighted material, nulled scripts, or anything listed on our Acceptable Use Policy (AUP). The customer must ensure all content on their hosting complies with our AUP. Failure to comply may result in suspension leading to termination of the Service.
The customer is solely responsible for all files on their site, including any uploaded from compromised or hacked scripts. It is the customer’s responsibility to ensure file permissions are set correctly and all scripts are up to date with the latest patches.
4. Fees and Payments
Fees are payable within the first five (5) days of the billing cycle. The customer’s billing cycle shall be monthly, semi-annually, or annually as indicated in their order, beginning on the service commencement date.
If the order provides for credit/debit card billing, the customer authorizes us to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the term of this agreement; otherwise, we will invoice the customer via electronic mail to the primary customer contact listed in the order.
Invoiced fees may be issued on or before the first day of each billing cycle, and the fees shall be due no later than seven (7) days after the due date, but in no event earlier than the first day of each billing cycle. We may suspend the service without notice if payment for the service is overdue. The customer agrees to pay Roost Hosting LLC’s reasonable reinstatement fee following a suspension of service for non-payment.
4.1 Fee Increases
We may increase our fees for the services effective from the first day of a renewal term by giving notice to the customer of the new fees at least forty-five (45) days before the beginning of the renewal term. If the customer does not give notice of non-renewal, the customer shall be deemed to have accepted the new fee for that renewal term and any subsequent renewal terms (unless the fees are increased similarly for a subsequent renewal term).
4.2 Early Termination
The customer acknowledges that the amount of the fee for the service is based on the customer’s agreement to pay the fee for the entire initial term or renewal term, as applicable. If we terminate the agreement for a customer’s breach, or the customer terminates the service other than in accordance with Section 9, the unpaid fees for each billing cycle remaining in the initial term or then-current renewal term, as applicable, are due on the business day following termination of the Agreement.
4.3 Early Payment
In the event that the due invoice is not paid five (05) days after the due date and before the service is terminated, the customer agrees to pay a 10% late fee of the total due amount of the invoice.
4.1 Termination of Service
In the event that the due invoice is not paid within fourteen (14) days of the due date, Roost Hosting LLC reserves the right to terminate the customer’s account, including the services and the data hosted in it. Roost Hosting LLC will not be able to recover the files that have been terminated and is not liable for any inconvenience.
5. Law/ AUP
The customer agrees to use the service in compliance with applicable law and our Acceptable Use Policy posted on our website (the “AUP”), which is hereby incorporated by reference in this agreement. The customer agrees that we may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on the customer’s use of the services. Any amendments to the AUP will be notified via electronic mail.
The customer agrees to cooperate with our reasonable investigation of any suspected violation of the AUP. In the event of a dispute between us and the customer regarding the interpretation of the AUP, our commercially reasonable interpretation of the AUP shall govern.
6. Indemnification
The customer agrees to indemnify and hold harmless Roost Hosting LLC and each of our respective officers, directors, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses, and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of the customer’s services in violation of applicable law or the AUP by the customer or any person using the customer’s login information, regardless of whether such person has been authorized to use the services by the customer.
7. Disclaimer of Warranties
ROOST HOSTING LLC DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ROOST HOSTING LLC DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS. ROOST HOSTING LLC DOES NOT GUARANTEE THE SECURITY OR BACKUP(S) OF ANY OF YOUR DATA THAT MAY BE STORED ON THE SERVICE.
8. Limitation of Damages
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF Roost Hosting LLC AND ANY OF ITS EMPLOYEES UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR FIVE MONTHS OF SERVICE.
9. Suspension and Termination
9.1 Suspension of Service
The customer agrees that we may suspend the Service to the customer without notice and without liability if:
- Roost Hosting LLC reasonably believes that the services are being used in violation of the AUP.
- The customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP.
- Roost Hosting LLC reasonably believes that the suspension of service is necessary to protect its network or its other customers, or as requested by law enforcement or regulatory agency.
9.2 Termination of Service
The Agreement may be terminated by the Customer prior to the expiration of the initial term or any renewal term without further notice and without liability if we fail in a material way to provide the service in accordance with the terms of the Agreement and do not resolve the failure within ten (10) days of the customer’s written notice describing the failure in reasonable detail.
The Agreement may be terminated by us prior to the expiration of the initial term or any renewal term without further notice and without liability as follows:
- Without notice if the customer is overdue on the payment of any amount due under the Agreement;
- If the customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within ten (10) days of a written notice from us describing the violation in reasonable detail;
- Without notice if the customer’s Service is used in violation of a material term of the AUP more than once.
10. Requests for Customer Information
The customer agrees that we may, without notice to the customer:
- Report to the appropriate authorities any conduct by the customer or any of the customer’s customers or end-users that we believe violates applicable law, and
- Provide any information that we have about the customer or any of its customers or end-users in response to a formal or informal request from law enforcement or a regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
11. Miscellaneous
11.1 Force Majeure
Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the internet, provided that the delayed party:
- gives the other party prompt notice of such cause, and
- uses its reasonable commercial efforts to correct promptly such failure or delay in performance.
11.2 Confidentiality
Each party agrees not to disclose any confidential information of the other party without the other party’s prior written consent. “Confidential Information” includes, without limitation, all information disclosed by one party to the other that is marked confidential or that would normally be considered confidential under the circumstances. A party’s confidential information does not include information that
- Is in the public domain,
- Is independently developed by the other party,
- Is received by the other party from a third party not bound by confidentiality obligations, or
- Is required by law to be disclosed.
11.3 Entire Agreement
This agreement constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces any prior understanding or communication, written or oral.
11.4 Governing Law
The laws of the United States and the state of Wyoming govern this agreement. The parties shall try to resolve any dispute amicably, failing which they agree to submit to the jurisdiction of the courts in the State of Wyoming.
11.5 Amendments
We may amend this agreement at any time and will notify the customer of the amended terms via email or by posting them on our website. The customer agrees to be bound by the amended terms if they continue to use the Services after the effective date of the amendment.
11.6 No Third-Party Beneficiaries
This agreement does not confer any rights or remedies to any person other than the parties and their respective successors and permitted assigns.
12. Backup Policy
The customer agrees to maintain a current copy of all content hosted at Roost Hosting notwithstanding any agreement by us to provide backup services.
13. Abusive Behavior
At Roost Hosting we do not tolerate abusive behavior toward our company or staff. If a customer continues to act in an abusive way towards our staff or company after a warning all active services will be suspended and communication with the customer terminated without refund.
14. Changers to Roost Hosting Network
Upgrades and other changes in Roost Hosting’s network, including, but not limited to changes in our software, hardware, and service providers, may affect the display or operation of Customer’s hosted content and/or applications. We reserve the right to change our network at its commercially reasonable discretion, and we shall not be liable for any resulting harm to the Customer.
15. Miscellaneous
Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trademark without the other party’s prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. The terms on the Customer’s purchase order or other business forms are not binding on Win Authority unless they are expressly incorporated into a formal written agreement signed by both parties. The customer may not transfer the Agreement without Win Authority’s prior written consent.
This Agreement together with the Order, our General Terms and Conditions, and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replaces any prior understanding or communication, written or oral.
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