This Master Service Agreement shall constitute a binding contractual agreement between GEEKS, ("Geeks"), and the subscriber of services ("Customer"). The Master Service Agreement (MSA) shall include the Terms of Service (TOS), the Acceptable Use Policy (AUP), the Service Level Agreement (SLA) and the Privacy Agreement (PA). Customer agrees to be bound to all agreements found herein.
Note: Geeks reserves the right to supplement and/or amend, at any time, the terms and conditions of its Master Service Agreement, including the TOS, AUP, SLA, and Privacy Agreement. Geeks will provide notice to its Customers through the ticket system of any changes affecting cancellation, payment of fees, or the SLA. It is the Customer's responsibility to review Geeks policies on a frequent basis to ensure compliance because the Master Service Agreement in place during your most current month applies, not the MSA which was in place when you registered. Changes requested by Customer to any of these agreements or to the Master Service Agreement must be agreed to in writing by Geeks.
Note: Geeks reserves the right to supplement and/or amend, at any time, the terms and conditions of its Master Service Agreement, including the TOS, AUP, SLA, and Privacy Agreement. Geeks will provide notice to its Customers through the ticket system of any changes affecting cancellation, payment of fees, or the SLA. It is the Customer's responsibility to review Geeks policies on a frequent basis to ensure compliance because the Master Service Agreement in place during your most current month applies, not the MSA which was in place when you registered. Changes requested by Customer to any of these agreements or to the Master Service Agreement must be agreed to in writing by Geeks.
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Customer agrees to the following terms of service:
1. Term and Termination: Customer agrees to a month to month contract term for services unless otherwise agreed to in writing. The month to month contract for services is automatically renewed each month in perpetuity subject to written cancellation by the Customer. Please carefully review Geeks' cancellation policy set forth in Paragraph 7 below. Geeks may terminate this Agreement upon non-payment as set forth in paragraph 9 below. At its sole discretion, Geeks may terminate this Agreement if Customer violates any terms and conditions of Geeks' AUP.
2. Monthly Service Fees: Fees for service(s) ordered by the Customer shall begin on the date of complete setup and that date shall serve as the monthly anniversary date ("Anniversary Billing Date") for all future billings including one time fees, upgrades, additional services, cancellations and service credits. Fees are due in advance of the monthly service cycle and will be billed on the anniversary date of each month.
3. Upgrade Fees: Upgrades ordered on the Anniversary Billing Date will be billed for a full month service and will continue each month on the Anniversary Billing Date. Upgrades ordered after the normal Anniversary Billing Date will be pro-rated to the next anniversary date and billed as a one time pro-rata charge. Future charges will appear as full monthly fees added to your existing Anniversary Billing Date.
4. Additional Service Fees: Additional services, ordered on the Anniversary Billing Date will be billed for the full month service and will continue each month on the Anniversary Billing Date. Additional services ordered after the normal Anniversary Billing Date will be pro-rated to the next anniversary date and billed as a one time pro-rata charge. Future charges will appear as full monthly fees added to your existing Anniversary Billing Date.
5. One Time Fees: One time fees, such as setup fees, administrative fees, additional service fees and late fees are due and payable at the time they are incurred, and/or agreed upon in writing or via ticket with Geeks approval.
6. Service Credits: Service credits will be issued to your Customer account and shall be used to offset future billable services. Service credits shall not be issued as cash back to the Customer nor shall the service credits be transferable to other account holders. Service credits shall expire if Customer's account is fully terminated.
7. Cancellation: Geeks requires a written cancellation notice via the ticket system, a minimum of 24 hours prior to 00:00:01 (GMT+8) on the Anniversary Billing Date for discontinuance month to month service. Failure to supply the requisite 24 hours written notice of cancellation will result in a full billable monthly cycle prior to cancellation. Any server cancellation prior to the minimum deadline will remain online until the automated process reclaims your server on the Anniversary Billing Date. Notice of written cancellation is required through the online Customer portal located at http://home.geeks.hk. All Customer data remaining after the cancellation date will be destroyed for security and privacy reasons, unless otherwise required by law.
8. Refunds & Disputes: All services rendered by Geeks are non-refundable. This includes, but is not limited to: setup fees, one time fees, monthly service fees, upgrade fees, additional service fees, administrative fees, and late fees. Customers seeking to resolve billing errors are instructed to open a ticket inside the Customer portal located at http://home.geeks.hk. Customer agrees not to chargeback any credit card payments for services rendered. A chargeback of payment for services rendered will result in an additional charge of HK$1000 and will be subject to collection by an authorized collection agency. Customer is responsible for any fees and costs (including, but not limited to, reasonable attorneys' fees, court costs and collection agency fees) incurred by Geeks in enforcing collection.
9. Non-Payment: All payments are due in full on the Anniversary Billing Date. Failure to remit payment for services on the monthly anniversary date is a violation of the TOS. Failure to remit payment for five (5) consecutive days, including the Anniversary Billing Date, shall result in a termination of public access to Customer services. Failure to remit payment for services within seven (7) consecutive days, including the Anniversary Billing Date, shall result in termination of all services shall be reclaimed. A late fee of $100 will be incurred for failure to remit payment for services on or before the monthly Anniversary Billing Date. A $300 reconnect fee will be incurred for failure to remit payment for services after public access has been disconnected. All Customer data remaining after seven (7) days of non-payment will be destroyed for security and privacy reasons, unless otherwise required by law.
10. Data: Geeks agrees to use best efforts and commercially reasonable best practices when deploying services related to data integrity, backup, security, and retention. These services include, but are not limited to: hard drive storage, raid hard drive arrays, operating system installs, operating system reloads, customer portal information, and other situations involving customer data. Customer assumes ultimate responsibility for data integrity, retention, security, backup, and ownership. In the event that Geeks handles Customer data, i.e., when replacing hard drives, Geeks will act in accordance with PCI guidelines to ensure data is securely handled.
11. Permitted Use: By accepting the Master Service Agreement, Customer agrees to use Geeks' services solely for their intended purposes. CUSTOMER SPECIFICALLY AGREES NOT TO TAMPER WITH, MAKE DERIVATIVE WORKS OF, REVERSE COMPILE, REVERSE ENGINEER AND/OR DISASSEMBLE ANY OF GEEKS' SOFTWARE OR FILES. If Customer violates or exceeds the Permitted Use, Geeks reserves the right to immediately terminate Customer's account and will pursue any and all legal remedies available.
12. LAWS: CUSTOMER AGREES TO ABIDE BY LAW PURSUANT TO SERVICES DELIVERED IN HONG KONG. THIS AGREEMENT IS MADE UNDER AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF HONG KONG, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. EXCLUSIVE VENUE AND JURISDICTION FOR ANY AND ALL LEGAL REMEDIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE HONG KONG. EACH PARTY IRREVOCABLY CONSENTS TO THE FOREGOING JURISDICTION AND VENUE REQUIREMENTS AND WAIVES ANY AND ALL OBJECTIONS TO SUCH REQUIREMENTS.
13. INDEMNIFICATION: CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS GEEKS, GEEKS' AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, 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 CUSTOMER?S CONTENT, ILLEGAL ACTIVITY AND/OR ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF A THIRD PARTY'S COPYRIGHT, TRADE SECRET, PATENT, TRADEMARK, OR OTHER PROPRIETARY RIGHT.
14. LIMITATION OF LIABILITY: EXCEPT AS DESCRIBED IN THE SLA, GEEKS SHALL NOT BE LIABLE TO CUSTOMER FOR HARM CAUSED BY OR RELATED TO CUSTOMER'S SERVICES OR INABILITY TO UTILIZE THE SERVICES UNLESS CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. GEEKS SHALL NOT BE LIABLE TO CUSTOMER FOR LOST PROFITS, INDIRECT, SPECIAL OR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,. NOTWITHSTANDING ANYTHING ELSE IN THIS MASTER SERVICE AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF GEEKS AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR HOSTING SERVICES FOR THE THREE MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM.
15. Legal Compliance: By accepting this Master Service Agreement, Customer represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) he/she is not listed on any U.S. Government, Hong Kong Government, China Government, Australia Government and Japan Government list of prohibited or restricted parties. Customer further represents and warrants that he/she has full authority and power to execute this Agreement on behalf of the Company he/she represents, if any. Additionally, Customer warrants that he/she is at least 18 years of age or older and are not otherwise legally incapacitated to execute this Agreement.
16. Electronic Signature: Acceptance by Customer of the Master Service Agreement incorporating the Terms of Service, Acceptable Use Policy, Service Level Agreement and Privacy Agreement hereby initiates billable services and is deemed complete by agreement to the terms as described on the online signup form(s) and completion of the ordering process.
2. Monthly Service Fees: Fees for service(s) ordered by the Customer shall begin on the date of complete setup and that date shall serve as the monthly anniversary date ("Anniversary Billing Date") for all future billings including one time fees, upgrades, additional services, cancellations and service credits. Fees are due in advance of the monthly service cycle and will be billed on the anniversary date of each month.
3. Upgrade Fees: Upgrades ordered on the Anniversary Billing Date will be billed for a full month service and will continue each month on the Anniversary Billing Date. Upgrades ordered after the normal Anniversary Billing Date will be pro-rated to the next anniversary date and billed as a one time pro-rata charge. Future charges will appear as full monthly fees added to your existing Anniversary Billing Date.
4. Additional Service Fees: Additional services, ordered on the Anniversary Billing Date will be billed for the full month service and will continue each month on the Anniversary Billing Date. Additional services ordered after the normal Anniversary Billing Date will be pro-rated to the next anniversary date and billed as a one time pro-rata charge. Future charges will appear as full monthly fees added to your existing Anniversary Billing Date.
5. One Time Fees: One time fees, such as setup fees, administrative fees, additional service fees and late fees are due and payable at the time they are incurred, and/or agreed upon in writing or via ticket with Geeks approval.
6. Service Credits: Service credits will be issued to your Customer account and shall be used to offset future billable services. Service credits shall not be issued as cash back to the Customer nor shall the service credits be transferable to other account holders. Service credits shall expire if Customer's account is fully terminated.
7. Cancellation: Geeks requires a written cancellation notice via the ticket system, a minimum of 24 hours prior to 00:00:01 (GMT+8) on the Anniversary Billing Date for discontinuance month to month service. Failure to supply the requisite 24 hours written notice of cancellation will result in a full billable monthly cycle prior to cancellation. Any server cancellation prior to the minimum deadline will remain online until the automated process reclaims your server on the Anniversary Billing Date. Notice of written cancellation is required through the online Customer portal located at http://home.geeks.hk. All Customer data remaining after the cancellation date will be destroyed for security and privacy reasons, unless otherwise required by law.
8. Refunds & Disputes: All services rendered by Geeks are non-refundable. This includes, but is not limited to: setup fees, one time fees, monthly service fees, upgrade fees, additional service fees, administrative fees, and late fees. Customers seeking to resolve billing errors are instructed to open a ticket inside the Customer portal located at http://home.geeks.hk. Customer agrees not to chargeback any credit card payments for services rendered. A chargeback of payment for services rendered will result in an additional charge of HK$1000 and will be subject to collection by an authorized collection agency. Customer is responsible for any fees and costs (including, but not limited to, reasonable attorneys' fees, court costs and collection agency fees) incurred by Geeks in enforcing collection.
9. Non-Payment: All payments are due in full on the Anniversary Billing Date. Failure to remit payment for services on the monthly anniversary date is a violation of the TOS. Failure to remit payment for five (5) consecutive days, including the Anniversary Billing Date, shall result in a termination of public access to Customer services. Failure to remit payment for services within seven (7) consecutive days, including the Anniversary Billing Date, shall result in termination of all services shall be reclaimed. A late fee of $100 will be incurred for failure to remit payment for services on or before the monthly Anniversary Billing Date. A $300 reconnect fee will be incurred for failure to remit payment for services after public access has been disconnected. All Customer data remaining after seven (7) days of non-payment will be destroyed for security and privacy reasons, unless otherwise required by law.
10. Data: Geeks agrees to use best efforts and commercially reasonable best practices when deploying services related to data integrity, backup, security, and retention. These services include, but are not limited to: hard drive storage, raid hard drive arrays, operating system installs, operating system reloads, customer portal information, and other situations involving customer data. Customer assumes ultimate responsibility for data integrity, retention, security, backup, and ownership. In the event that Geeks handles Customer data, i.e., when replacing hard drives, Geeks will act in accordance with PCI guidelines to ensure data is securely handled.
11. Permitted Use: By accepting the Master Service Agreement, Customer agrees to use Geeks' services solely for their intended purposes. CUSTOMER SPECIFICALLY AGREES NOT TO TAMPER WITH, MAKE DERIVATIVE WORKS OF, REVERSE COMPILE, REVERSE ENGINEER AND/OR DISASSEMBLE ANY OF GEEKS' SOFTWARE OR FILES. If Customer violates or exceeds the Permitted Use, Geeks reserves the right to immediately terminate Customer's account and will pursue any and all legal remedies available.
12. LAWS: CUSTOMER AGREES TO ABIDE BY LAW PURSUANT TO SERVICES DELIVERED IN HONG KONG. THIS AGREEMENT IS MADE UNDER AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF HONG KONG, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. EXCLUSIVE VENUE AND JURISDICTION FOR ANY AND ALL LEGAL REMEDIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE HONG KONG. EACH PARTY IRREVOCABLY CONSENTS TO THE FOREGOING JURISDICTION AND VENUE REQUIREMENTS AND WAIVES ANY AND ALL OBJECTIONS TO SUCH REQUIREMENTS.
13. INDEMNIFICATION: CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS GEEKS, GEEKS' AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, 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 CUSTOMER?S CONTENT, ILLEGAL ACTIVITY AND/OR ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF A THIRD PARTY'S COPYRIGHT, TRADE SECRET, PATENT, TRADEMARK, OR OTHER PROPRIETARY RIGHT.
14. LIMITATION OF LIABILITY: EXCEPT AS DESCRIBED IN THE SLA, GEEKS SHALL NOT BE LIABLE TO CUSTOMER FOR HARM CAUSED BY OR RELATED TO CUSTOMER'S SERVICES OR INABILITY TO UTILIZE THE SERVICES UNLESS CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. GEEKS SHALL NOT BE LIABLE TO CUSTOMER FOR LOST PROFITS, INDIRECT, SPECIAL OR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,. NOTWITHSTANDING ANYTHING ELSE IN THIS MASTER SERVICE AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF GEEKS AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR HOSTING SERVICES FOR THE THREE MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM.
15. Legal Compliance: By accepting this Master Service Agreement, Customer represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) he/she is not listed on any U.S. Government, Hong Kong Government, China Government, Australia Government and Japan Government list of prohibited or restricted parties. Customer further represents and warrants that he/she has full authority and power to execute this Agreement on behalf of the Company he/she represents, if any. Additionally, Customer warrants that he/she is at least 18 years of age or older and are not otherwise legally incapacitated to execute this Agreement.
16. Electronic Signature: Acceptance by Customer of the Master Service Agreement incorporating the Terms of Service, Acceptable Use Policy, Service Level Agreement and Privacy Agreement hereby initiates billable services and is deemed complete by agreement to the terms as described on the online signup form(s) and completion of the ordering process.