Premium RDP Services Services Agreement
Last updated: July 12, 2019
YOU MUST CAREFULLY READ THIS PREMIUM RDP SERVICES AGREEMENT (“AGREEMENT” or “MSA”) BEFORE SIGNING, EXECUTING OR OTHERWISE PLACING YOUR SERVICE ORDER FOR PREMIUM RDP. BY ORDERING PREMIUM RDP SERVICES YOU AGREE TO BE BOUND BY THE LATEST AMENDED VERSION OF THIS AGREEMENT.
This Agreement is entered into between Premium RDP incorporated under laws of United Kingdom, established and having its registered Unit 24 Highcroft Industrial Estate Enterprise Road, Horndean, Waterlooville, Hampshire, United Kingdom, PO8 OBT (hereinafter referred to as “Premium RDP”), and you, the Customer, who placed the Service Order or executed a similar document with reference to this Agreement (hereinafter referred to as “Customer”). Premium RDP and Customer are hereinafter referred to individually as a “Party”, or collectively as the “Parties”.
“Acceptable Use Policy” (AUP) means the policy currently available at https://premiumrdp.com/legal, as it may be updated by Premium RDP from time to time.
“Accepted” or “Acceptance” means a Party’s authorized execution and acceptance of a document.
“Affiliate” means an entity directly or indirectly Controlled by, Controlling or under common Control with a Party, now or in the future. An entity will “Control” another entity when it owns more than 50% of the equity or other voting interests, or otherwise has management and operational control.
“Change of Control” means one or more transactions whereby (a) Control of a Party is transferred, directly or indirectly, whether by operation of law or otherwise, (b) all or substantially all of such Party’s assets or equity securities are acquired by a person, firm or entity or (c) such Party is merged or consolidated with or into another entity; provided, that, in any case, such Party’s equity owners of record immediately before such transaction(s) will, immediately after such transaction(s), hold less than 50% of the voting power of the succeeding, acquiring or surviving entity.
“Customer Content” means content, software, data, video or information of Customer and/or End Users, including third-party content, software, data and equipment, provided or made available to Premium RDP for storage, delivery or otherwise in connection with Services.
“Customer Data” includes all data that identifies Customer, or their respective End Users. Customer Data may include Customer name, employee contact information, End User Data, data necessary for account establishment, billing data or content transmission data when such data identifies Customer.
“Days” means calendar days unless otherwise indicated.
“Effective Date” means a date when this Agreement enters into legal force.
“End User” means a subscriber, member, end-user, customer or other visitor of an online site or service owned and/or operated by Customer.
“End User Data” includes End User name, address, contact information, usage, billing or any other data that personally identifies authorized End Users of the Services.
“Intellectual Property Rights” means all patents, copyrights, trade secrets, trademarks and trade names, goodwill and marketing rights related thereto, works of authorship, inventions, discoveries, improvements, enhancements, methods, processes, formulas, designs, techniques, derivative works, know how, all other intellectual property or proprietary rights (registered or not) and equivalents or similar forms of protection existing worldwide, and all applications for and registrations in such rights.
“Quotation” means a non-binding proposal communicated to Customer, specifying Services to be performed and the associated fees and charges (collectively “Fees”). Upon Customer’s approval of a Quotation, Premium RDP will send to Customer a Service Order for Acceptance.
“Service Order” means a service specification, price, quantity and Customer commitment for Premium RDP services, based on a mutually accepted Quotation, of standard or non-standard Services to be performed by Premium RDP for the specified time period.
“Service Start Date” means the Service start date set forth in the applicable Service Order.
“Service Level Agreement” (SLA) means all service level agreements that we offer with respect to the Premium RDP Services, currently available at https://premiumrdp.com/legal, as it may be updated by Premium RDP from time to time.
“Services” means all of the Premium RDP services as set forth in any applicable Service Order that Premium RDP provides to Customer pursuant to this Agreement.
“Services Specification” means the rights, limitations and restrictions and other service specific details for particular Services, currently available at https://premiumrdp.com/legal,, as it may be updated by Premium RDP from time to time.
“Taxes” means any applicable foreign or domestic taxes, tax-like charges, tax-related charges and other charges or surcharges assessed in connection with Services, including all excise, use, sales, value-added and other fees, surcharges and levies.
2.1 Premium RDP will provide Services to Customer as specified in a mutually Accepted Service Order, subject to the terms and conditions herein. Within five Days after Customer has submitted to Premium RDP an Accepted Service Order, Premium RDP will respond with Acceptance or reason for non-Acceptance. Premium RDP will not be bound to provide Services until the applicable Service Order has been mutually Accepted. However, if Customer begins using Services before the Service Start Date in an applicable Service Order, the provision and use of such Services nonetheless will be governed by the terms of this Agreement, the Services Specifications, the SLA, the AUP and the Service Orders.
2.2 Customer acknowledges that Premium RDP (a) does not own or control all local circuit links, leased co-location spaces, leased space cross-connects, Internet service providers (“ISP”) providing connectivity to Premium RDP, other networks outside the connectivity to Premium RDP or ISPs, or the Internet and except as set forth in the SLA, Premium RDP will not be responsible for performance or non-performance within such networks or within non-Premium RDP operated interconnection points.
2.3 Premium RDP may at any time, and without notice, use the services of one or more Affiliates, suppliers or sub-contractors in connection with the performance of its obligations under this Agreement, and Customer’s obligations to Premium RDP extend to those parties when acting on Premium RDP behalf.
2.4 To be eligible for a Service Credit under the SLA as defined there, Customer must be in good standing with no delinquent invoices, in addition to any other SLA requirements. The SLA is also not applicable during any trial period.
2.5 Given the nature of the Services, Customer, and not Premium RDP, is solely responsible for (i) all bandwidth abuse, theft or other unauthorized usage or activity occurring on Customer ’s account (e.g., leeching or hotlinking/direct linking to content), (ii) all resulting Fees and costs, (iii) implementing any monitoring, defensive or protective tools or measures (whether offered by Premium RDP or a third party) related to Customer’s account and (iv) regularly monitoring all usage of bandwidth and Services and other activity on Customer’s account. Premium RDP makes available to Customer, through the Premium RDP reporting tools, data regarding Customer’s billable usage of bandwidth or Services; but Premium RDP is not responsible for notifying Customer of usage or activity patterns occurring on Customer’s account.
2.6 Premium RDP may modify the configuration of the Services, provided such modifications are necessary due to technical, economic or regulatory developments or to maintain the quality standard of Services and such modification will not affect the essential characteristic features of Services ordered. In such event, Premium RDP shall use commercially reasonable efforts to notify Customer prior to any such modification becoming effective. Customer’s continued use of Services following the modification will constitute Customer’s acceptance of the modification.
2.7 Premium RDP or any of its subcontractors will from time to time carry out routine maintenance or improvements to the network, software, facilities, servers, network equipment or other technical equipment required for the provision of the Services (“Scheduled Maintenance”). Scheduled Maintenance may cause interruptions to the Services in part or as a whole.
2.8 Premium RDP may carry out Scheduled Maintenance which is unlikely to affect the Services at its own discretion and without notice. Insofar as Scheduled Maintenance will likely cause interruptions to the Services in part or as a whole or any other problems for the Customer, Premium RDP will notify Customer at least seven Days in advance or with as much advance notice as reasonably possible in the event that Premium RDP receives a maintenance notification from an underlying provider. The notification will include time and date, duration and description of any such work. Notwithstanding the foregoing, if Premium RDP reasonably believes that timely providing such notice would result in an unacceptable risk of a defect, damage or loss of integrity to the Premium RDP network, Premium RDP may perform such work and may serve notice to Customer of the need to perform emergency maintenance on the network with a notice period reasonable under the given the circumstances.
2.9 For the purposes of this Agreement, one Kbps is equal to 1,000 bits; one Mbps is equal to 1,000 Kbps; one Gbps is equal to 1,000 Mbps etc; one KB is equal to 1,000 bytes; one MB is equal to 1,000 KB; one GB is equal to 1,000 MB; one TB is equal to 1,000 GB; one PB is equal to 1,000 TB etc.
3.1 As between the Parties, Customer is solely responsible for any Customer Content stored, reproduced, displayed or distributed using Services. All use of Services, unless otherwise indicated in a Service Order, is governed by the AUP, which is made a part of this Agreement.
3.2 If Premium RDP determines, in its sole reasonable discretion, that Customer Content or Customer’s use of Services violates the AUP or otherwise adversely impacts the Services, Premium RDP reserves the right to take remedial measures including blocking or disabling access. Premium RDP will use commercially reasonable efforts to limit the measures to the extent necessary to resolve the adverse impact without undue interruption of Services. The Parties will work together in good faith to resolve the problems or issues causing, in whole or part, the adverse impact.
4.Cooperation and Customer Obligations
4.1 For Services to function as intended, Customer must cooperate in good faith with Premium RDP to configure and enable Services. When Customer elects to send or receive Customer Content using Services, Customer is solely responsible for modifying its content identifiers, consistent with instructions that Premium RDP provides, to enable Premium RDP to deliver the selected content. This may include changing the alias information in Customer’s DNS record so that hostname addresses of page objects resolve to Premium RDP servers.
4.2 Customer acknowledges that the timely and successful performance of Services requires good faith cooperation by the Customer. Therefore, Customer will (a) furnish all information reasonably requested by Premium RDP (b) comply with all laws, regulations, orders and statutes which may be applicable to Customer, and (c) timely perform its obligations as necessary to meet any schedule or deadline in the applicable Service Order. In the event that any failure by the Customer to comply with the provisions of this section 4 results in any delay, deficiency or interruption in the performance of Services,Premium RDP shall not be deemed in breach of the applicable Service Order for such delay and Customer shall be responsible for any costs reasonably incurred by Premium RDP in addressing and remedying such delay, deficiency or interruption.
4.3 The Services provided by Premium RDP pursuant to this Agreement and under any Service Order shall only be used for purposes assumed under this Agreement, and in accordance with applicable local legislation, rules and regulations. Premium RDP shall be entitled, at its reasonable option, to immediately suspend Services if in its sole opinion Services are being used in a manner that may result in liability or other damage for Premium RDP.
5.Fees and Payment
5.1 Customer will pay to Premium RDP all Fees incurred on Customer’s account in full, as set forth in this Agreement and any Service Order, without set-off, withholding or deduction by Customer. Customer bears all charges of its bank or the intermediary banks. Premium RDP will provide notice of all changes to the Services, including new features, functions or services. The new Services will be effective on the date set forth in the notice. For Services purchased without a monthly or other rate commitment or where such commitment has terminated or expired, Premium RDP will provide thirty Days’ notice of rate increases.
5.2 All charges are exclusive of Taxes, Customer is solely responsible for all Taxes payable in connection with Services. If Customer provides Premium RDP with a valid, duly executed tax exemption certificate, Premium RDP will exempt Customer from Taxes in accordance with the law, effective on the date Premium RDP receives the exemption certificate. If Customer is required by law to make any deduction or withholding from any payment due hereunder to Premium RDP, then, notwithstanding anything to the contrary contained in this Agreement, the gross amount payable by Customer to Premium RDP will be increased so that, after any such deduction or withholding for taxes, the net amount received by Premium RDP will not be less than Premium RDP would have received had no such deduction or withholding been required.
5.3 Upon mutual Acceptance of a Service Order, Premium RDP will begin billing Customer for all monthly recurring charges (each, a “MRC”). At the beginning of a calendar month, Premium RDP will bill Customer in advance for MRCs for the Services to be provided in that month. Premium RDP will invoice Customer for any overage and other usage charges, if applicable, the following month the usage occurred.
5.4 All Fees will be billed and payable in euros, unless otherwise mutually agreed in writing. Customer will pay all MRCs through the Term, regardless of whether or how much Customer uses the committed Services. If Premium RDP cannot begin timely delivery of Services for any reason caused by Customer, Premium RDP nonetheless may, in its sole discretion, begin billing Customer for MRCs as of the Service Start Date. Any Service Credit granted under the SLA for a Downtime (as defined in the SLA) will be applied to the next applicable invoice, against any charges for MRCs and/or overages.
5.5 Unless otherwise agreed to in writing by the Parties, Customer shall pay all invoices within fourteen Days of the invoice date by transferring the invoiced amounts to the bank account designated on the invoice. All invoices may be provided to Customer electronically. In respect of all due and unpaid invoiced amounts, Premium RDP reserves the right to charge (i) in addition to the legal interest, an interest of one and three-quarters percent (1.75%) per month of all invoiced amounts from the due date as set out above until full and final payment of such amounts and (ii) reasonable collection costs incurred in respect of such unpaid invoiced amounts, including but not limited to reasonable legal expenses.
6.1 A “Defect” occurs only in case a Service does not operate according to the applicable Service Levels or other levels agreed by the parties in writing.
6.2 In case of Defects, the claim of Service Credits, as defined in the SLA, shall be Customer’s sole and exclusive remedy. Customer may contact G-Core for notification of Defects by email (firstname.lastname@example.org).
6.3 Customer has to notify Premium RDP in writing of any Defects immediately, but no later than three Days, upon Customer’s discovery of the Defects. The notification has to contain a Defect report (“Defect Report”) to Premium RDP that includes (a) Customer name and, as applicable, on-site technical contact information (telephone number, email address and hours of operation of the responsible Customer contact); (b) a reasonably detailed description of the Defect, together with any supporting information that Customer’s engineers believe will assist G-Core in its diagnostic process (including e.g. time of first occurrence of Defect, affected systems, error messages etc.); and (c) the date and time that Customer identified the Defect for the first time.
All communication between Customer and Premium RDP regarding Defect Reports and remedying of Defects shall be in English.
6.4 Premium RDPe is not obliged to remedy Defects, and will not be held otherwise liable, and Service Credits will not be granted in connection with any failure or deficiency caused by or associated with the following, each an “Excluded Cause”: (a) equipment, software or other technology not provided by Premium RDP; (b) Customer’s equipment, software or other technology, including without limitation the Customer’s servers; (c) use of Services other than agreed with Premium RDP, in particular any use in violation of the Agreement; (d) actions, omissions or interventions by Customer or its agents, contractors or vendors, including without limitation, any negligence or willful misconduct; (e) any third party’s actions or interventions (excluding actions or interventions by Premium RDP Affiliates); (f) Scheduled Maintenance, emergency maintenance or Customer-requested service interruptions; (g) failure in local access circuits or cross connects connecting the Customer to Premium RDP network; (h) conditions at the Customer’s premises such as power supply, climate or housing; (i) false service outages and downtimes reported due to errors of any SLA measurement system; (j) an event of Force Majeure; and/or (k) the suspension, interruption or termination of Services in accordance with the Agreement.
6.5 Customer acknowledges that Customer shall reimburse Premium RDP for any Services provided by Premium RDP if Premium RDP was not obliged to provide this Services due to an Excluded Cause. In particular, Premium RDP reserves the right to charge Customer for resources devoted by Premium RDP to the receipt, investigation, troubleshooting and/or clearance of Defects reported by Customer that are not attributable to Premium RDP (e.g., no Defect is found or the reported Defect is caused by an Excluded Cause). If a Defect reported by Customer is found not to be attributable to Premium RDP, then Customer shall compensate Premium RDP at Premium RDP then current hourly rates (depending on the level of technical qualification of Premium RDP personnel that investigated the alleged Defect) and for any expenses Premium RDP may have incurred (e.g. for using Premium RDP Affiliates and/or Premium RDP subcontractors) when investigating and/or remedying the alleged Defect.Premium RDP will invoice these charges for the Defect support and Customer shall make payment in accordance with the terms of the Agreement.
7.Grant of Rights, Intellectual Property
7.1 Premium RDP grants to Customer, as applicable, the non-exclusive right to access and use the Services during the Term solely for the purposes of this Agreement. As between the Parties and subject only to the rights of use expressly granted by Premium RDP herein, Premium RDP retains all worldwide rights, title and interest in and to the Services, Premium RDP equipment, network and methodologies, software or other Intellectual Property Rights embodied therein provided in connection with the Services, Premium RDP Confidential Information, all revisions thereto, derivatives thereof and all Intellectual Property Rights therein, whenever developed. Customer will not, except insofar as permitted by applicable law, and will require End Users to not, either directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from Services or Premium RDP Confidential Information. Customer will provide reasonable assistance to Premium RDP, at Premium RDP cost, to secure protection of Premium RDP Intellectual Property Rights, including assistance in preparing and filing applications, registrations, assignments and other instruments to perfect title.
7.2 Customer grants to Premium RDP, and its agents, suppliers and subcontractors, the non-exclusive right to access and use, ingest, reproduce, format, store, distribute, display, perform and make modifications to Customer Content, including encoding, decoding, translating, compressing, decompressing, encrypting, decrypting, repackaging, encapsulating, de-encapsulating, chunking, segmenting, storing, transmitting, distributing, making derivative works of and otherwise managing instances of such Customer Content and associated metadata, solely for the purposes of this Agreement. The foregoing license includes the creation, storage, duplication, modification and distribution of packages that include Customer Content in connection with the performance by Premium RDP of the Services requested by Customer pursuant to this Agreement. As between the Parties and subject only to the licenses expressly granted by Customer herein, Customer or End Users, as applicable, retain all rights, title and interest in and to Customer Content, Customer Confidential Information and other Customer Intellectual Property Rights. Except insofar as permitted by applicable law, Premium RDP will not, either directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from Customer Content or Customer Confidential Information.
8.1 In relation to the processing of any personal data under or in relation to this MSA, each Party agrees to comply with its respective obligations under the European Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “General Data Protection Regulation“) and local laws and regulations where applicable (together with the General Data Protection Regulation, the “Data Protection Laws“) and to co-operate with the other Party in putting in place any procedures or documents as may be required in this regard.
9.1 “Confidential Information” means, with respect to a Party (“Disclosing Party”), all non-public confidential information pertaining to such Party’s business (including such information of a Party’s subcontractor or a Party’s Affiliate), in particular information containing customer lists, customer information, technical information (including technical layouts and designs, configurations of cables, network etc.), pricing information, trade secrets, financial positions, customer communications or proposals, benchmarking information, satisfaction surveys or information relating to business planning or business operations and the terms of this Agreement including any Service Order. Premium RDP and Customer will comply with this section 10 when exchanging Confidential Information under this Agreement, including any Service Order. Confidential Information will be designated and/or marked as confidential when disclosed. However, any information that the Party receiving such information (“Receiving Party”) knew or reasonable should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party even if not designated or marked as such.
9.2 The Receiving Party shall preserve the confidentiality of the Disclosing Party’s Confidential Information and treat such Confidential Information with at least the same degree of care that Receiving Party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The Receiving Party will use the Confidential Information of the Disclosing Party only to exercise rights and perform obligations under this Agreement. Confidential Information of the Disclosing Party will be disclosed only to those employees of the Receiving Party with a need to know such information. Premium RDP may, for the purpose of exercising rights and performing obligations under this Agreement, disclose Confidential Information of Customer also to Premium RDP Affiliates and Premium RDP subcontractors.
9.3 The Receiving Party shall not be liable to the Disclosing Party for the release of Confidential Information if such information: (a) was known to the Receiving Party on or before Effective Date without restriction as to use or disclosure; (b) is released into the public domain through no fault of the Receiving Party; (c) was independently developed solely by the employees of the Receiving Party who have not had access to Confidential Information; or (d) is divulged pursuant to any legal proceedings or otherwise required by law.
9.4 The Receiving Party’s obligation under this section 10 shall expire five years after termination of this Agreement.
10.1 Premium RDP warrants that it shall provide Services in compliance with applicable laws and regulations and in a professional and workmanlike manner. Premium RDP shall use all commercially reasonable efforts to provide Services without interruptions (including the Service Levels) as set forth in the applicable SLA. The Parties acknowledge, however, that it may be technically impracticable to provide Services free of any defects or interruptions. Therefore, Premium RDP cannot and does not guarantee that Services will be uninterrupted or error free.
10.2 In the event of defects or interruptions of Services, Customer shall only be entitled to the remedies, if any, as specified in the relevant Service Order or the SLA.
10.3 Except as otherwise set forth in section 11, Premium RDP does not make and disclaims (i) all warranties that the Services will be uninterrupted, defect-free or completely secure, and (ii) the implied warranties of merchantability and fitness for a particular purpose. All Services are provided on an “as is” basis and Customer’s use of the Services is solely at its own risk.
10.4 Customer represents and warrants that it owns, controls or possesses all necessary rights to the Customer Content and any materials it supplies to Premium RDP, including the programs and any advertising therein, free and clear of any and all claims, rights and obligations whatsoever and is empowered to grant the rights, licenses and privileges granted in this Agreement.
11.1 Customer will, at its cost, defend, indemnify and hold harmless Premium RDP and its officers, directors, employees, agents and permitted successors and assigns (each a “Premium RDP Indemnitee”) through final judgment or settlement, from and against any third-party claim, action, suit, proceeding, judgments, settlements, losses, damages, expenses (including reasonable legal fees and expenses) and costs (including allocable costs of in-house counsel) (“Claim”) brought against a Premium RDP Indemnitee arising out of or based upon (a) bodily injury, death or loss of or damage to real or tangible personal property to the extent that such Claims were alleged to have been proximately caused by any negligent act, omission or wilful misconduct of Customer or their respective agents or employees; (b) operation or use of Customer’s products, websites or services; (c) Customer Content, including any allegation that Customer Content or any other data or information provided by Customer infringes any third party Intellectual Property Rights or otherwise violates applicable law; (d) Customer’s failure to comply in any material respect with the AUP or applicable law; (e) the unauthorized use of or access to Services by any person using Customer’s systems or network; (f) Premium RDP compliance with Customer specifications; (g) a combination or modification of the Services by or on behalf of Customer by anyone other than Premium RDP or its authorized agents; (h) distribution (including by sale or importation), decoding, decrypting, duplication, storage, display/playback, modification or any other use of Customer information by any entity other than Premium RDP; or (i) information, data, or other Customer Content provided by or on behalf of Customer to Premium RDP.
11.2 Premium RDP will, at its cost, defend, indemnify and hold harmless Customer and its officers, directors, employees, agents and permitted successors and assigns (each a “Customer Indemnitee”) from and against any third-party Claim brought against Customer Indemnitee based upon allegations that Services directly infringe any patent issued as of the Effective Date of this Agreement under the laws of the country in which the Services are being provided to Customer or any third party copyright. Notwithstanding the foregoing, Premium RDP will have no liability for any infringement of patents, copyrights or other intellectual property rights based upon or resulting from Customer Content, use of Services in a manner not specified in applicable Premium RDP documentation, or services or products not supplied by Premium RDP. If Services, or any material portion thereof are determined to infringe and the use enjoined, Premium RDP will have the option, at its sole cost, to (i) obtain the right for Customer to continue using Services, (ii) modify Services so that they are non-infringing, (iii) substitute functionally similar, non-infringing services or (iv) if none of the foregoing is available to Premium RDP on commercially reasonable terms, terminate the Agreement and return to Customer any unused Customer prepaid Fees for which Services have not been provided as of the date of termination.
11.3 The Premium RDP Indemnitee or Customer Indemnitee as applicable (each an “Indemnified Party”) will (a) promptly provide notice to the indemnifying Party (“Indemnifying Party”) of any Claim for which indemnity is claimed (provided, that, any delay in providing notice will not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such delay); (b) permit Indemnifying Party to control the defense of any such Claim; and (c) provide reasonable assistance at Indemnifying Party’s reasonable cost. Subject to the foregoing, in any Claim for which indemnification is sought, Indemnifying Party may select legal counsel to represent Indemnified Party (such counsel to be reasonably satisfactory to Indemnified Party) and to otherwise control the defense. If Indemnifying Party elects to control the defense, Indemnified Party may fully participate in the defense at its own cost. If Indemnifying Party, within a reasonable time after receipt of notice of Claim, fails to defend Indemnified Party, Indemnified Party may defend and compromise or settle the Claim at Indemnifying Party’s cost. Notwithstanding the foregoing, Indemnifying Party may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on Indemnified Party or diminishes Indemnified Party’s rights, without obtaining Indemnified Party’s express prior consent, such consent not to be unreasonably withheld or delayed, other than cessation of infringing activity, confidential treatment of the settlement, and/or payment of money that is fully indemnified by the Indemnifying Party under this Agreement.
11.4 This section 12 provides the sole and exclusive remedy of Customer and the exclusive obligations of Premium RDP in connection with any third party claim, action, suit or other demand asserted against Customer as described in subsection 12.2 above (in respect of Premium RDP obligations to indemnify Customer only) and Premium RDP disclaims all other warranties and obligations with respect thereto. Premium RDP obligations under this section 12 are subject to the limitations in section 13 below.
12.1 With the sole exception of wilful misconduct or fraud and without prejudice to any limitation of liability contained elsewhere in this Agreement or in any other contractual documents being part of this Agreement, especially in any relevant Service Order concluded hereunder, Premium RDP total liability to Customer in the aggregate for the entire Term as defined in section 15 below (regardless of whether the claims are brought during or after the term) with respect to all claims arising from or relating to the subject matter of this Agreement (including any relevant Service Order hereunder) will at no time exceed fifty per-cent (50%) of the amount of Fees actually paid by Customer to Premium RDP under this Agreement and any Service Orders concluded hereunder. As a further limitation, Premium RDP maximum liability for any claims relating to Services offered or provided by Premium RDP (i) for non-recurring Fees shall not exceed the amount of the Fees for the Services provided on the occasion giving rise to the claim; (ii) for recurring Fees shall not exceed the amount of Fees due for one month for the Services provided on the occasion giving rise to the claim.
12.2 Subject only to the exception of wilful misconduct or fraud, Premium RDP shall under no circumstances be held liable for any (a) economic loss, loss arising from or in connection with loss of revenues, profits, contracts, goodwill, customers or business or from failure to realize anticipated savings; (b) loss or corruption of any software; (c) loss or corruption of any data; (d) loss of use of hardware or other equipment, of software or data; (e) wasted administrative time or management time; (f) cost of procuring or migrating to substitute services; and (g) any indirect, consequential or special loss.
12.3 Customer’s liability claims shall expire after one year following the damaging incident.
12.4 The limitations of liability set forth in this section 13 apply to all claims and causes of action by Customer with respect to all claims arising from or relating to the subject matter of this Agreement (including any relevant Service Orders thereunder), regardless of whether for breach of contract, tort (including negligence) or for any other reason.
13.1 Force Majeure means any circumstance not within a party’s reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; and (h) non-performance by suppliers or subcontractors (other than by Affiliate of party seeking to rely on this section).
13.2 Provided it has complied with subsection 14.3, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by an event of Force Majeure (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
13.3 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the event of Force Majeure but no later than three Days from its start, notify the other party in writing of the Force Majeure, the date on which it started, its likely or potential duration, and the effect of the Force Majeure on its ability to perform any of its obligations under the agreement; and
(b) use all reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations.
If the Force Majeure prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than six weeks, the Party not affected by the Force Majeure may terminate this Agreement by giving one weeks’ written notice to the Affected Party.
14.Term and Termination
14.1 This Agreement will commence on the Effective Date and will remain in effect for the initial period of 12 months, unless another initial subscription period is agreed in the Service Order (“Initial Subscription Period”). The Services will renew automatically for periods equal to the Initial Subscription Period (each, a “Renewal Term”) unless, at least thirty Days before expiration of the Initial Subscription Period or, subsequently, the Renewal Term, either Party provides notice of non-renewal. The Initial Term and all Renewal Terms are collectively, the “Term”. If the Parties enter into a Service Order that expires after the Term, the Term will be deemed to expire on the same date as such Service Order.
14.2 Customer may terminate this Agreement for cause, upon notice to Premium RDP, if (i) a receiver or administrator is appointed for Premium RDP or its property; (ii) Premium RDP makes a general assignment for the benefit of its creditors; (iii) Premium RDP commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law which are not dismissed within sixty Days; (iv) Premium RDP is liquidated or dissolved; (v) Premium RDP ceases to do business or otherwise terminates its business operations; or (vi) Premium RDP materially breaches this Agreement and such breach continues unremedied for twenty Days after receipt of notice from Customer. For clarity, a Downtime (as defined in the SLA) is not grounds to terminate this Agreement for cause; Customer’s sole remedy for a Downtime is set forth in the SLA.
14.3 Premium RDP may terminate this Agreement for cause and/or suspend Services upon notice to Customer if (i) a receiver or administrator is appointed for Customer or its property; (ii) Customer makes a general assignment for the benefit of its creditors; (iii) Customer commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law which are not dismissed within sixty Days; (iv) Customer is liquidated or dissolved; (v) Customer ceases to do business or otherwise terminates its business operations; (vi) Customer fails to pay all invoiced Fees within thirty Days from the invoice date; (vii) any use of Services, including Customer Content, actually or allegedly infringes or misappropriates any Intellectual Property Rights or otherwise violates the AUP or any applicable law, regulation or order; or (viii) Customer otherwise materially breaches this Agreement and such breach continues unremedied for twenty Days after receipt of notice from Premium RDP. Premium RDP may terminate, interrupt or suspend Service without prior notice if necessary to (1) prevent or protect against fraud, (2) protect G-Core’s personnel, facilities, equipment, network or services, (3) prevent violation of section 10 or infringement upon the rights of others or (4) prevent potential material liability.
14.4 Upon expiration or termination of the Agreement for any reason, (i) all rights to access or use Services and any other Premium RDP Intellectual Property Rights will terminate and Premium RDP will cease providing same, (ii) Customer will pay to Premium RDP all Fees accrued but unpaid as of the date of expiration or termination, (iii) all liabilities accrued before the date of expiration or termination will survive and (iv) Customer will return or destroy, and certify in writing to Premium RDP such destruction of, all copies of Premium RDP Confidential Information.
14.5 If Customer terminates the Agreement without cause or if Premium RDP terminates the Agreement for cause pursuant to section 15.3, Customer will be billed and pay to Premium RDPan amount equal to Customer’s MRCs from the effective Service Orders multiplied by the number of months remaining in the applicable committed term or subscription term (“Early Termination Fee”). The Parties agree that Premium RDP damages in the event of the foregoing will be difficult or impossible to ascertain; therefore, the foregoing is intended to establish liquidated damages in such event and is not a penalty. If Customer terminates the Agreement for cause pursuant to subsection 15.2, Customer will not be obligated to pay Early Termination Fee.
14.6 In preparing a final invoice to Customer, which Customer will pay pursuant to the terms of this Agreement, Premium RDP will (i) calculate the balance due, (ii) deduct from such balance the unused portion, if any, of any prepaid Fees or Customer deposit and (c) bill Customer for the remaining balance due. If there remains an unused portion of any prepaid Fees or Customer deposit after satisfaction of the balance due, Premium RDP will refund to Customer such unused portion.
15.Suspension of Services
15.1 Premium RDP may, upon giving notice to Customer, without prejudice to any of Premium RDP rights to terminate this Agreement or any Service Order hereunder, suspend provision of all or any of Services in the event that
(a) suspension of Services is required in order to comply with the directive of an authority and/or court;
(b) Premium RDP has grounds for suspecting that Customer is committing any illegal or unlawful act in connection with the use of Services;
(c) if Customer is in default with its payment obligations under any Service Order for more than thirty Days, and/or
(d) any other provision within this Agreement or Service Order allows Premium RDP to suspend provision of all or any of Services.
15.2 If any Services are suspended as a consequence of Customer’s act or omission, (i) Customer shall remain liable to pay the respective Fees as if Services had been properly provided by Premium RDP, and (ii) Customer shall reimburse Premium RDP for any additional charges and expenses incurred due to the suspension and/or recommencement of Services.
16.1 During the Term, Premium RDP may publicize the existence of the relationship between the Parties for the purpose of its marketing activities. Subject to the foregoing, neither Party shall make any press announcements concerning the Agreement or publicize the Agreement in any way without the prior written consent of the other Party.
16.2 All notices, requests, approvals, consents and other communications required or permitted herein will be in writing and in English. Either Party may change its contact information upon notice to the other Party. For clarity, if a notice is not received because the receiving Party has failed to notify the other Party per the preceding sentence or because receipt is refused, such notice nonetheless will be deemed to have been conclusively made seven Days after delivery was reasonably initiated.
16.3 If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or contrary to law, such holding will not render the Agreement unenforceable or contrary to law as a whole, and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law.
16.4 Neither Party may assign this Agreement, in whole or in part, without the other Party’s express prior consent except that Premium RDP may freely assign any and all of its rights and obligations under this Agreement (a) to a parent or Affiliate or (b) in connection with a Change of Control. This Agreement will be binding upon and inure to the benefit of all permitted successors and assigns. Unless expressly permitted in writing by Premium RDP, Customer may not assign, transfer, distribute, resell, lease or otherwise provide access to the Premium RDP Services to any third party.
16.5 Each Party acknowledges that the Services, Confidential Information, hardware, software, technology, devices or other materials or information obtained from or provided to the other Party under this Agreement may be protected under, and subject to, import and export control laws of the European Union, its member states, or the United States, as well as those of equivalent in other jurisdictions; accordingly, their use, import, export and reexport, may be restricted, prohibited or necessitate securing licenses which either Customer or Premium RDP, as applicable, will obtain or provide information for the securing of such licenses, depending on who is designated as the importer and exporter in the transaction. Each Party agrees not to directly or indirectly export, re-export or cause to be exported or re-exported, any such Confidential Information, Services, hardware, software, technology, device or other such materials or information to any destination or entity prohibited or restricted under the laws of the European Union, its member states, or of the United States, unless it will have first obtained express prior consent of the disclosing party, the applicable agency or governmental body, either in writing as required hereunder or as provided by applicable regulation, as the same may be amended from time to time).
16.6 This Agreement, the Services Specifications, the SLA, the AUP and all Service Orders between the Parties are incorporated herein by reference, constitute the entire agreement between the Parties with respect to its subject matter and supersede all other prior or contemporaneous representations, understandings or agreements; and there are no other representations, understandings or agreements between the Parties relative to such subject matter.
16.7 From time to time this Agreement, including all Services Specifications, the SLA and the AUP can be modified by Premium RDP. Such modifications will not apply retroactively. The Customer will be notified by Premium RDP by email or a written notice in the Customer’s account in the Premium RDP system.
16.8 If there is an irreconcilable conflict between the terms and conditions of the Agreement and any other documents referenced herein, the conflict will be resolved in the following order of precedence: (a) this Agreement; (b) Services Specification; (c) SLA; and (d) AUP. If a provision of this Service Order conflicts with the aforementioned documents, those documents will take precedence, unless the conflicting provision in the Service Order explicitly amends Agreement, the Services Specification, the SLA or the AUP respectively.
16.9 This Agreement and any Service Order hereunder shall be governed by the laws of the United Kingdom, without regard to International Private Law.
PREMIUM RDP HOSTING SERVICE LEVEL AGREEMENT
Last updated: July 15, 2018
Premium RDP. and the Customer of Premium RDP (“Customer”) will comply with the following Service Levels Agreement with respect to Customer’s use of the Hosting Services provided by Premium RDP pursuant to the Premium RDP Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Premium RDP and Customer.
The SLA is part of the MSA. Terms not defined herein shall have the same definition as within the MSA
1.Reporting of Defects
Customer shall report to Premium RDP any Defect as soon as possible. When reporting a Defect to Premium RDP, Customer will send a Defect report (“Defect Report”) to Premium RDP that includes (a) Customer name and on-site technical contact information (telephone number, e-mail address and hours of operation of the responsible Customer contact), (b) any available serial numbers of the defective components of the Service, (c) a reasonably detailed description of the Defect, together with any supporting information that Customer’s engineers believe will assist Premium RDP in its diagnostic process (including e.g. time of first occurrence of Defect, affected systems, error messages etc.), and (d) the date and time that the Defect Report is submitted to Premium RDP.
Customer may contact Premium RDP for submission of Defect Reports during the following service times (“Service Times”):
Customer shall contact Premium RDP for submission of Defect Reports during the Service Times in any case via email in order to provide Premium RDP with a text version of the Defect Report. After reporting the Defect via email to Premium RDP, Customer may also contact Premium RDP via phone or other voice service for any follow-up queries or updates regarding the reported Defect. Premium RDP contact details are as follows:
PREMIUM RDP ACCEPTABLE USE POLICY
Last updated: July 14, 2018
Premium RDP and the Customer of Premium RDP (“Customer”) will comply with the following Acceptable Use Policy (“AUP”) with respect to Customer’s use of the Services provided by G-Core pursuant to the G-Core Master Services Agreement (“MSA”) and any Service Order thereunder concluded between Premium RDP and Customer.
The AUP is part of the MSA. Terms not defined herein shall have the same definition as within the MSA.
1.1 Customer is expected to use the Services in accordance with reasonable industry standards and shall be responsible for its use of the Services as well as the activities of its subscribers, end users or customers. Customer agrees and acknowledges that the violation of this AUP by Customer’s subscribers, end-users or customers shall be deemed to be a violation by Customer of the AUP. Customer is solely responsible for the content of any postings, data, or transmissions using the Services, or any other use of the Services by Customer. Nothing in this AUP obligates Premium RDP to monitor, edit or censor Customer’s use of the Services and/or such respective content.
1.2 Premium RDP makes no guarantee regarding, and assumes no liability for, the security and integrity of any data or information Customer transmits via the Services or over the Internet.
1.3 These AUP contain provisions on Customer’s obligations to Premium RDP as (i) the provider of Services, (ii) the owner of equipment, or (iii) otherwise responsible for any property, subject-matters, actions or omissions relating to the Services. These obligations of Customer also extend to, as the case may be, Premium RDP Affiliates or subcontractors. However, Premium RDP shall serve as Customer’s point of contact for matters related to the Services. All Services provided through an Affiliate and/or subcontractor shall be subject to, and governed by, these AUP as if such Services were furnished directly by Premium RDP.
1.4 Premium RDP will use reasonable efforts to notify Customer of any violations of the AUP and to give Customer an opportunity to correct any violations before taking action, provided that Premium RDP shall reserve the right to suspend or block Services in cases where Premium RDP believes that Premium RDP property or the property of other parties, G-Core’s reputation or the integrity of its network is threatened by Customer’s violation of the AUP, including, but not limited to, cases where Customer’s violation of this AUP involves illegal activities, or cases where Customer is unavailable or there have been repeated violations of the AUP involving unsolicited commercial e-mail (“UCE”)/SPAM, mail relaying, alteration of IP address information, or denial of service attacks.
2. Limitations of use of the Services
Customer is not allowed to:
(a) Use any Service in a manner that violates any applicable law, statute, ordinance or regulation;
(b) Use any Service in a manner that infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(c) Use any Service to commit any act that is defamatory, discriminatory, libelous, false, fraudulent, misleading, deceptive, threatening, harassing, or obscene; use any Service to host, distribute, upload, post, transmit, disseminate, or otherwise make available information which involves excessive violence or threat or incitement of violence, sexually explicit or morally repugnant content, illegal gambling, illegal drugs, arms trafficking, or terrorism.
(d) Use the Services to distribute unsolicited emails, chain letters, mailbombs or SPAM (including in particular unsolicited bulk e-mail (“UBE”) and/or UCE);
(e) Use the Service in a manner that interferes with, disrupts, or causes an excessive or disproportionate load on the infrastructure of Premium RDPs Affiliates or subcontractors;
(f) Use the Services to commit, or attempt to commit, acts of non-authorized relays through any third party system, or otherwise violate the acceptable use policies of any network, hardware or services provider accessed through Premium RDP network;
(g) Use the Services to forge electronic mail (including the use of fraudulent “from addresses”) or to overburden a recipient or computer system by sending mass amounts of electronic mail or data with the intent to disable the recipient system or provoke a denial of service;
(h) Operate open relay/unsecure mail servers which provide SMTP functionality to third parties;
(i) Host or be involved with web sites and services sending or transmitting SPAM;
(j) Use the Services to distribute viruses, Trojan horses, worms or other similar harmful or deleterious programming routines (including portscanning);
(k) Use the Services in an effort to gain unauthorized access to, or attempt to interfere with or compromise the normal functioning, operation, or security of any network, system, account, computing facility, equipment, data, or information, or to use the Service to engage in any activities that may interfere with the ability of others to access or use the Service or the Internet;
(m) Use the Services to “mine” bitcoins and other cryptocurrencies;
(l) Use the Services in a way that creates a risk to an individual’s safety or health, public safety, or interferes with activities of law enforcement bodies.
Last updated: July 14, 2018
This privacy notice explains how Pemium RDP and its affiliates (“Company”) collect, use, store and share your personal data in relation to Company’s websites, products, services, and experiences (together, the “Services”).
1.1. This Privacy Notice (“PN”) is in effect as of the date set forth below.
1.2. You (“User”) are not under any legal obligation to submit personal data to Company. However, in case User chooses not to submit personal data to Company, User may not be able to become a User and/or use certain Services.
1.3. Company may change this PN from time to time, therefore User should check back periodically. Company will post any changes to this PN on its websites (the “Site”). If Company makes any changes to this PN that materially affect Company’s practices with regard to the personal data Company previously collected from User, Company will endeavor to provide User with notice in advance of such change by highlighting the change on the Site. Company will seek User’s prior consent to any material changes, if and where this is required by applicable data protection laws.
2. PERSONAL DATA COLLECTED BY THE COMPANY
2.1. Information provided by User.
Company collects any data User provides Company with, including but not limited to:
2.1.1. User’s contact details (e.g. name, postal address, email address, phone number);
2.1.2. User’s payment information (e.g. credit card and bank account information);
2.1.3. User password and other authentication and security credential information;
2.1.4. Any communication between User and the Company, e.g. emails, phone conversations, chat sessions.
2.2. Information collected automatically
Company automatically collects data when User visits, interacts with, or uses the Services, including but not limited to:2.2.1. Identifiers and information contained in cookies;
2.2.2. User’s settings preferences, backup information;
2.2.3. Uniform Resource Locators (URL) clickstream to, through, and from Company’s website and Services;
2.2.4. Content User viewed or searched for, page response times, and page interaction information (such as scrolling, clicks, and mouse-overs);
2.2.5. Network and connection information, such as the Internet protocol (IP) address and information about User’s Internet service provider;
2.2.6. Computer and device information, such as browser type and version, operating system, or time zone setting; the location of device;
2.3. Information collected by Third parties
Company receives information about User, including but not limited to: marketing, sales generation, search results and links, billing and payment history.
User is advised that the information collected by such third parties is not governed by this PN and that the Company has no control over such third parties’ privacy practices, or the technology used by them in order to collect any information or data. Each User is advised to thoroughly review such third parties’ privacy policies before making any use of their software products, or services.
3. THE COMPANY’S USE OF PERSONAL DATA
3.1. The Company processes User’s personal data to operate, provide, and improve the Services, including but not limited to:
3.1.1. creating and managing User profiles;
3.1.2. contacting User by the Company and communicating with User with respect to the Services, e.g. by phone, email, chat; responding inquiries from User;
3.1.3. informing User about updates or offers;
3.1.4. personalizing the Services, i.e. identifying User’s interests and recommending offers that might be of interest to User;
3.1.5. marketing and promoting Company’s Services;
3.1.6. providing assistance and support;
3.1.7. fulfilling User requests; meeting contractual or legal obligations;
3.1.8. protecting Users security, e.g. preventing and detecting fraud;
3.1.9. internal purposes, e.g. troubleshooting, data analysis, testing and statistical purposes.
3.2. The Company may ask for User’s consent to use User’s personal data for a specific purpose which will be provided to User.
3.3. The Company does not use any personal data other than as necessary to execute the Services.
4.1. The Company uses tracking mechanisms such as cookies in order to provide the Services.
5. SHARING PERSONAL DATA OF USER FOR LEGAL PURPOSES
5.1. Company may be required to retain or disclose personal information in order to:
5.1.1. comply with applicable laws or regulations;
5.1.2. comply with a court order, subpoena or other legal process;
5.1.3. respond to a lawful request by a government authority, law enforcement agency or similar government body (whether situated in User’s jurisdiction or elsewhere);
5.1.4. engage with third-party service providers and/or subcontractors which provide services for Company’s business operations, a list of which can be received upon request.
5.1.5. disclose to third parties aggregated or de-identified information about Users for marketing, advertising, research, or other purposes;
5.1.6. disclose and/or transfer data to another entity if Company is acquired by or merged with another company, if Company sells or transfer a business unit or assets to another company, as part of a bankruptcy proceeding, or as part of any other similar business transfer;
5.1.7. Company believes release is appropriate to comply with the law, enforce or apply Company’s terms and other agreements, or protect the rights, property, or security of Company, Users, or others. This includes exchanging information with other companies and organizations for fraud prevention and detection and credit risk reduction.
6. SHARING USER INFORMATION WITH THIRD PARTY
It shall hereby be clarified that the Company will not share any User information regarding products and services with any 3rd party provider, unless User agreed to such disclosure of information when purchasing such products and services.
Company has taken appropriate technical and organisational measures to protect the information Company collects about User from loss, misuse, unauthorized access, disclosure, alteration, destruction, and any other form of unauthorized processing. User should be aware, however, that no data security measures can guarantee 100% security.
8. RETENTION OF USER’S PERSONAL INFORMATION
Subject to the terms set forth herein, Company retains User data, until the earlier of the following:
(i) the time at which User requests to delete User’s data from the Services, in which case Company will delete the User’s data from the Services within 90 days; or
(ii) within 90 days of the time at which Company is entitled to delete User’s data in accordance with the Services (e.g., where access to the Services has been terminated by User or Company for any reason, as set forth in the TOU).
9. USERS IN THE EUROPEAN ECONOMIC AREA (EEA)
9.1. Legal Basis for Processing of Personal Data
The Company will only process User’s personal data if it has one or more of the following legal bases for doing so:
9.1.2. Legitimate Interest: Company has a legitimate interest to process User’s personal data;
9.1.3. Legal Obligation: processing of User’s personal data is necessary to comply with relevant law and legal obligations, including to respond to lawful requests and orders; or
9.1.4. Consent: processing of User’s personal data with User’s consent.
9.2. User’s Rights regarding Personal Data
9.2.1. Subject to applicable law, User has certain rights with respect to User’s Personal Data, including the following:
126.96.36.199. User may ask whether Company holds personal data about User and request copies of such personal data and information about how it is processed;
188.8.131.52. User may request that inaccurate personal data is corrected;
184.108.40.206. User may request the deletion of certain personal data;
220.127.116.11. User may request the Company to cease or restrict the processing of personal data where the processing is inappropriate;
18.104.22.168. When User consents to processing User’s personal data for a specified purpose by Company, User may withdraw User’s consent at any time, and Company will stop any further processing of User’s data for that purpose.
9.2.2. In certain circumstances, Company may not be able to fully comply with User’s request, such as if it is frivolous or extremely impractical, if it jeopardizes the rights of others, or if it is not required by law, however, in those circumstances, Company will still respond to notify User of such a decision.
9.2.3. User can exercise User’s rights of access, rectification, erasure, restriction, objection, and data portability by contacting the Company at email@example.com. In some cases, Company may need User to provide Company with additional information, which may include personal data, if necessary to verify User’s identity and the nature of User’s request.
9.3. Transfer of User’s Personal Data outside of the EEA
9.3.1. The Company transfers data outside the EEA. As data is stored and processed by Company’s Israeli entity, Company relies on adequacy determinations. Data stored and processed by the Company’ flows between the EEA, the United States and Israel and. To ensure that EEA Data is adequately protected when transferred outside the EEA, the Data Protection Directive 95/46/EC and, as of May 25, 2018, the General Data Protection Regulation mandate that such transfers take place using certain legal mechanisms.
9.3.2. When transferring EEA data to Israel, Company relies on the European Commission’s decision that Israel offers adequate data protection for transfers from the EEA. When transferring personal data from the EEA to the US, we rely on the EU-US Privacy Shield.
9.3.3. Note: Company currently stores User data in the Company’s data centers located in the EEA and Israel.
10. PERSONAL DATA OF CHILDREN
The Company’s Services are not intended for children. Children under 18, may use the Services only with the involvement of a parent or guardian.
11. QUESTIONS REGARDING USER’S PERSONAL DATA?
If User has any questions about this Privacy Notice or Company data practices generally, please contact us using the following information:
Premium RDP Support Team
Last updated: Feburary 1, 2020
Your Rights Under GDPR
If you are a resident of the European Economic Area, you have the following data protection rights:
If you wish to access, correct, update, or request the deletion of your personal information, you can do so at any time by emailing administration Also, you can object to the processing of your personal information, ask us to limit the processing of your personal information, or the transfer of your personal information by emailing firstname.lastname@example.org
You have the right to opt-out of marketing communications we send you at any time. You can exercise this right by clicking on the “unsubscribe” or other similar “opt-out” links in the marketing materials we send you. You can also inform us that you wish to opt-out of marketing communications by emailing email@example.com
You can withdraw your consent to our collecting and processing of your personal information at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect the processing of your personal information conducted in reliance on lawful processing grounds other than consent.
If you’re unhappy with our collection and use of your personal information, you can complain to a data protection authority. For more information, please contact your local data protection authority.
Information Provided By You
When you register for an Account, we may ask for your contact information, including items such as name, company name, address, email address, and telephone number.
When you add your financial account information to your Account, that information is directed to our third-party payment processor.
If we ask you to provide us with personal information, we will always tell you why we are asking for that information. In general, when we do ask you for information, it is to verify your identity for purchases, and customer services such as account maintenance and technical support.
If you contact us directly, we may receive additional information about you such as your name, email address, phone number, the contents of the message and/or attachments you may send us, and any other information you may choose to provide.
Client Web Visit
There are a number of methods of approach to PREMIUM RDP website that are considered a “visit.” This includes utilizing a web browser that delivers you to https://www.premiumrdp.com or https://www.billing.premiumrdp.com or https://premiumrdp.com and any other site for which the previous URL’s can be considered a “root” to as well as any other sites that are owned by Truxgo. This may also include viewing an email that has content delivered from one of our servers (or a third party web server), or by viewing an advertisement displayed on a third party website that has content delivered by one of our web servers. When web visits occur, our server may log the time/duration of your visit as well as the pages you visited on this site and the time/duration spent on them. If your arrival results from a sponsored link, paid advertisement or paid search result, statistics will be gathered from your visit. In any other event you may visit the sites represented above, information may also be gathered based on where your visit originated as well as public computer data, visible to the analysis in place.
During your visit, a unique alphanumeric identifier may be placed on your hard drive to help us identify visitors for customization and analysis. These identifiers may also be known as “cookies” and cannot be executed as code, used to deliver a virus, be identifiable to other servers, nor can any personal information be gathered by them. Truxgo utilizes this method solely for the aggregation of statistics used to enhance the product we offer users. If you do not want these identifiers placed upon your visit, cookies can be disabled in your web browser in the security settings that control them. It is important to note, however, that disabling cookies may hinder your ability to utilize our website at its intended performance level or to execute some functions contained in which cookies are required for security purposes. In some countries, including countries in the European Economic Area, the information referenced above in this paragraph may be considered personal information under applicable data protection laws.
We use the information we collect in various ways, including to:
Provide, operate, and maintain our Services;
Improve, personalize, and expand our Services;
Understand and analyze how you use our Services;
Develop new products, services, features, and functionality;
Communicate with you, to provide you with updates and other information relating to the Service, and for marketing and promotional purposes;
Process your transactions;
Find and prevent fraud;
For compliance purposes, including enforcing our Terms of Service, or other legal rights, or as may be required by applicable laws and regulations or requested by any judicial process or governmental agency.
For the purpose of these Terms of Services, we define ‘Content’ as information and data in all forms (text, images, software, applications etc.) that is published, transmitted or otherwise stored on the hosting platform provided by PREMIUM RDP – Including all user related content entered in the Client Portal upon registration.
Customer Content Responsibility
Content of any form published, transmitted and stored using Services provided by PREMIUM RDP is the full responsibility of the user/account owner. You accept that you are responsible to abide by laws, rules and regulations – any conflicting actions taken are at your own risk – and fully responsible for any damage, or loss that you may have experienced or caused to a third party as a result of your own actions.
PREMIUMRDP Content Responsibility
PREMIUMRDP cannot monitor, verify, warrant, or vouch for the accuracy and quality of the information that subscribers may acquire. For this reason, the subscriber must exercise his or her best judgment in relying on information obtained from the Internet, and also should be aware that some material posted to the Internet is sexually explicit or otherwise offensive. Because Truxgo cannot monitor or censor the Internet, and will not attempt to do so, Truxgo cannot accept any responsibility for injury to its subscribers that results from inaccurate, unsuitable, offensive, or illegal Internet communications.
Limitations of PREMIUMRDP
PREMIUM RDP does not review, edit, censor, or take responsibility for any information its subscribers may create. When users place information on the Internet, they have the same liability as other authors for copyright infringement, defamation, and other harmful speech. Subscribers’ postings to the Internet may affect other subscribers and may harm PREMIUMRFP goodwill, business reputation, and operations. For these reasons, subscribers violate PREMIUMRDP policy and the service agreement when they, their customers, affiliates, or subsidiaries engage in the any prohibited activities.
PREMIUM RDP Intervention
PREMIUMRDP will not, as an ordinary practice, monitor the communications of its subscribers to ensure that they comply with PREMIUMRDP policy or applicable law.
PREMIUM RDP ACCOUNT VERIFICATION POLICY
Last updated: March 25, 2019
This privacy notice explains how Premium RDP and its affiliates (“Company”) Premium Technologies. To prevent online fraudulent activity and provide you not only the best but secure service, we may ask ID proof to verify your account.
How does the Account Verification procedure take place?
Whenever we receive an first order from the new client, we carefully evaluate the new account to determine the legitimacy of the order. In order to make sure the order is placed with accurate details, we request government issued Identity proof for verification. You can provide any government approved document such as a driver license or passport etc.
ID proof is solely used for order verification purpose. We don’t use the document for any other purpose.
We verify following details:
You can add watermark like “For Premium Technologies account verification only” on a document before submitting to us.You can submit all verification documents through our secure link
You can hide the additional information such as the photo, Date of Birth, Sex, or any other sensitive information.
If User has any questions about this Account Verification Policy please contact us using the following information:
Premium RDP Support Team
PREMIUM RDP ORDER VERIFICATION POLICY
Last updated: March 25, 2019
This privacy notice explains how Premium RDP and its affiliates (“Company”) Premium Technologies. Its aim is to fill the Customer in on our policy towards Internet frauds. Our company’s policy is to strictly scrutinize each new order and verify the payment details of each new user
How does the First Order verification procedure take place?
IMPORTANT: All new PayPal payments come to us with a status ‘Authorized’, but no funds are cleared into our account yet. Within the period of 48 hours the ‘Authorized’ status should be updated to either ‘Capture’ (if we approve the payment), or ‘Void’ (if we fail to approve the payment). The funds will be cleared into our account as soon as (and only if) the payment goes into ‘Capture’ status. Please, MIND that the successfully cleared payment will consequently show up with the following statuses – ‘Authorized’ and ‘Capture’, in the Customer’s PayPal statement. This does NOT mean that the Customer has been charged twice for the service.
If User has any questions about this order verification policy please contact us using the following information:
Premium RDP Support Team
PREMIUM RDP Online Payment, Return & Refund Policy
Last updated: July 14, 2019
Thank you for choosing the services of Premium RDP.
Our fees will be invoiced to you with electronic billing descriptor PREMIUMTECH.
Notice to users from the European Union, who are subject to Consumer Rights Directive, only:
If you are not entirely satisfied with you purchase and are a consumer in the meaning of the Consumer Rights Directive 2011/83/EU, you have one (1) calendar day to withdraw from the contract you have entered into with Premium RDP. The withdraw period will start on the day of the conclusion of the contract. If the last day of the period of one (1) days is a Sunday or a public holiday, the next business day shall be considered the effective last day to withdraw.
Premium RDP will refund the amounts paid by you, without prejudice to your obligation to provide restitution for services requested and already performed and/or supplied by [remiumRDP, for the period prior to the withdrawal. The amount of the refund will be reduced in proportion to what has been supplied by Premium RDP in comparison with the full coverage of the contract.
We will make commercially reasonable efforts to refund through your original method of payment or otherwise will work out a reasonable alternative.
Questions, comments and requests regarding this policy and payments are welcomed and should be addressed to firstname.lastname@example.org
PREMIUM RDP DCMA Ignored Servers
Last updated: July 14, 2019
Thank you for choosing the Offshore services of Premium RDP.
READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OFFSHORE-SERVERS SERVICE. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN CUSTOMER (referred to herein as “Customer”) AND Premium RDP.
Customers may not use our Network with an attempt to circumvent user authentication or security of any host, network, or account. This includes, but is not limited to, accessing data not intended for the customer, logging into a server or account the customer is not expressly authorized to access, password cracking, probing the security of other networks in search of weakness, or violation of any other organization’s security policy.
Any account that uses a high amount or unfair amount of server resources (such as, but not limited to CPU time, memory usage, and network resources) will be given an option of either upgrading their service level or reducing the resource used to an acceptable or fair level. Fair/unfair will be based on the plan price compared to the percentage of the server the account is consuming. Background Running Programs Background daemons in general are prohibited. we will consider requests on a per-application basis.
We provide 24/7 Technical Support.
Server delivery is almost instant, except in some servers where its possible to wait for HW upgrade. We reserve the right to hold off server delivery until full payment is received.
Streaming & Direct Downloads
Streaming and providing direct Download Links is allowed only on our dedicated servers, streaming on VPS will result in service suspension.
Fair Use Bandwidth Policy
Fair use bandwidth policy on all shared services, If too much bandwidth is spent on shared services VPS connection will be limited automatically.
WE WONT BE RESPONSIBLE FOR ANY DAMAGES YOUR BUSINESS MAY SUFFER. WE MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED FOR SERVICES WE PROVIDE. WE DISCLAIMS ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, FAILED BACKUPS, FAILED HARDWARE, WRONG DELIVERY, AND ANY AND ALL SERVICE INTERRUPTIONS CAUSED BY US. WE RESERVES THE RIGHT TO AMEND OR UPDATE THESE POLICIES WITHOUT NOTICE.
Failure to follow any terms and conditions may result in account deactivation or termination without notice.
Content/Activities Not Allowed
Banned programs :
By purchasing our services you automatically agree to this Terms Of Service.
We will protect your servers from hurricanes, earthquakes, (nuclear) bombs, floods and anything else that could interrupt the hosting of your servers. As long as your hosting fee is paid Premium RDP will do anything in its power to keep your servers up. In addition Premium RDP protects your servers also from others who might want to take your servers down like the DMCA, your competitors, authorities, burglars, governments and terrorists.
However the biggest threat usually is the hosting provider that takes your servers offline if they receive complaints from others. But in these situations we are willing to help.
Most of our customers desire to stay anonymous. In most cases we have no idea as to who or where our customers actually are. We do not know and we simply don’t care, who ever you are. It is our business to keep you UP and Running.
Premium RDP customers are allowed to host any content they like, except child porn and anything related to terrorism. Everything else is fine, we has adopted a policy not to mind our client’s business.
Premium RDP fully operates from an offshore location. We provide Total Data Privacy from a legal front, as well as from our incorporation of high-quality data protection tools. This prevents the chance of any type of data leakage.