Virtual Direct Hosting Terms of Service (TOS)

These are the terms and conditions under which Virtual Direct and Brad Edwards Desings provides all Internet services ("service" or "services"). These Terms of Service act as a fully binding agreement between Virtual Direct and Brad Edwards Designs ("Virtual Direct") and each of its customers ("Customer").

The Virtual Direct Web Console ("iWebConsole") is located at: http://vdisp.ispadmin.com. Virtual Direct shall primarily communicate with Customer through iWebConsole, and/or by electronic mail to the contact's e-mail address as specified by Customer within iWebConsole. Notice of any events or changes involving Customer's service or this agreement shall be considered given at the time that such notice is posted in a prominent location within iWebConsole, or is sent by e-mail to Customer.

All Customers must maintain the accuracy of their contact information within the iWebConsole. Failure to do so may result in suspension of service. Virtual Direct is not responsible for any inability by Customer to access or use iWebConsole.

Virtual Direct will never sell or disclose Customer's contact information or customer lists to any third party, unless required by law or specifically authorized by Customer.

Virtual Direct reserves the right to refuse or terminate service to anyone, at any time and for any reason, including but not limited to violation of Virtual Direct's Acceptable Use Policy. Under no circumstances is Virtual Direct responsible for any damages resulting from termination of service.

All provisions of this contract are subject to the TOS (Terms of Service) and AUP (Acceptable Use Policy) of Virtual Direct. Use of Virtual Direct Service(s) constitutes acceptance and agreement to Virtual Direct's AUP as well as Virtual Direct's TOS. The TOS and AUP may be changed from time to time at the discretion of Virtual Direct. Customer understands that changes to the TOS or AUP by the Virtual Direct shall not be grounds for early contract termination or non-payment. If Customer does not agree with these TOS, or AUP, Customer must discontinue use of their services immediately and contact Virtual Direct to cancel their account.

IMPORTANT NOTICE:
*All Payments To VIRTUAL DIRECT and BRAD EDWARDS DESIGNS Are Non-Refundable*

This Agreement shall be construed in all respects in accordance with the laws of the state of California, county of San Bernardino applicable to contracts enforceable in that state. Venue will be San Bernardino County, California

Disclosure to Law Enforcement: The AUP specifically prohibits the use of our service for illegal activities. Therefore, Customer agrees that Virtual Direct may disclose any and all Customer information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to the Customer. In addition Virtual Direct shall have the right to terminate all service set forth in this Agreement.

Service Rates: Customer acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to Customer. Customer is aware that Virtual Direct may prospectively change the specified rates and charges from time to time. The promotional offer is contingent upon Virtual Direct achieving and maintaining its cost of service goals including but not limited to rates charged to Virtual Direct by its suppliers.

Payment: Establishment of this service is dependent upon receipt by Virtual Direct of payment of stated charges. Subsequent payments are due by the first of every month for that month's service. The above applies to all accounts and services provided by Virtual Direct.

Taxes: If any federal, state or local governmental entity with taxing authority over the services provided under this Agreement imposes a tax directly on the services provided by Virtual Direct to Customer under this Agreement (excluding any income, business and occupation, capital gain, death or inheritance, or other indirect taxes), then Virtual Direct may pass the direct amount of such cost on to Customer, and Customer shall promptly pay such cost.

Payments and Fees: Credit cards that are declined for any reason are subject to a $1.00 declination fee. Service will be interrupted on accounts that reach 15 days past due. Service interrupted for nonpayment is subject to a $30 reconnect charge. Accounts not paid by due date may incur a $25.00 late fee at Virtual Direct's discretion. Accounts that are not collectable by Virtual Direct may be turned over to an outside collection agency for collection. If your account is turned over for collection, you agree to pay the Virtual Direct a "Processing and Collection" Fee of not less than $50 nor more than $150. If you desire to cancel your account, please follow the proper procedure as outlined in this TOS.

Refund and Disputes: All payments to Virtual Direct are nonrefundable. This includes the one time setup fee and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred. If you dispute a charge to your credit card issuer that, in Virtual Direct's sole discretion is a valid charge under the provisions of the TOS and /or AUP, you agree to pay Virtual Direct an "Administrative Fee" of not less than $50 and not more than $150.

Failure to Pay: Virtual Direct may temporarily deny service or terminate this Agreement upon the failure of Customer to pay charges when due. Such termination or denial will not relieve Customer of responsibility for the payment of all accrued charges, plus reasonable interest and any collection fees.

Account Cancellation: This Agreement may be terminated by Customer or Virtual Direct at any time without prior notice and without cause. If either party is in default under this Agreement (including nonpayment), then the non-defaulting party may also immediately terminate the Agreement without prior notice to the other party. All requests for canceling accounts must be made in writing and sent to Virtual Direct, This may be accomplished by visiting http://www.virtual-direct.com/cancel - You may also fax the cancellation request to 909-498-7474. You must have all account information to cancel.

Customer acknowledges that the service provided is of such a nature that service can be interrupted for many reasons other than the negligence of the Virtual Direct and that damages resulting from any interruption of service are difficult to ascertain. Therefore, Customer agrees that the Virtual Direct shall not be liable for any damages arising from such causes beyond the direct and exclusive control of the Virtual Direct. Customer further acknowledges that the Virtual Direct's liability for its own negligence may not in any event exceed an amount equivalent to charges payable by Customer for services during the period damages occurred. In no event shall the Virtual Direct be liable for any special or consequential damages, loss or injury.

File Back-up: Virtual Direct is not responsible for Customers files residing on Virtual Direct's servers. Customer is solely responsible for independent backup of data stored on Virtual Direct's servers.

New Domain Accounts: All new Web hosting accounts involving new domains will be set up and entered into our DNS servers within 3 to 5 business days. Due to unforeseen complications, however, this process may sometimes require up to 7 business days. If the new domain is registered by the account holder, there will be no handling fee. If the domain is registered by Virtual Direct on behalf of the account holder a handling fee will be incurred.

Transfer of Domains: New Web hosting accounts which involve the transfer of a domain from another provider to Virtual Direct will require a minimum of seven (7) days to be set up and entered into our DNS servers. In some cases, such transfers may take up to sixty (60) days. Due to the unpredictable nature of the transfer process, no guarantees are made regarding the amount of time a specific transfer may take. If the transfer of the domain is done by Virtual Direct on behalf of the account holder a handling fee will be incurred. If the customer cancels service during the transfer period for any reason, all charges are considered earned.

Support Boundaries: Virtual Direct, provides technical support to our Customers 9am-5pm Mon-Fri and 9am-2pm Saturdays (except for the few holidays and short meetings when we close our center.) We limit our technical support to our area of expertise. The following is our guidelines when providing support: Virtual Direct provides support related to your server or virtual site physical functioning. Virtual Direct does not offer tech support for application specific issues such as cgi programming, html or any other such issue unless Virtual Direct is the one who set it up. Virtual Direct does not provide technical support for YOUR customers. If you can email, we encourage you to email here for assistance. If you are able to get online and have other questions, the answers may be on our home page at  http://www.VIRTUAL-DIRECT.com - Lastly, the Help files in the program you are using may have the answer to your question so please DO investigate these resources before calling tech support.

SPAM and Unsolicited Bulk/Commercial Email (UBE/UCE): Virtual Direct takes a zero tolerance approach to the sending of Unsolicited Commercial Email (UCE) or Unsolicited Bulk Email (UBE), also known as SPAM, over our network. This means that customers of Virtual Direct may not use or permit others to use our network to transact in UCE, or UBE. Customers of Virtual Direct may not host, or permit hosting of, sites or information that is advertised by UCE or UBE from other networks. Very simply...the sending of any unsolicited email advertising messages from, to, or through Virtual Direct's services may result in the imposition of civil liability against the sender, in accordance with California Business & Professions Code Section 17538.45. A copy of the California Business & Professions Code may be obtained on-line from http://www.leginfo.ca.gov. "Unsolicited bulk" messages include, but are not limited to, commercial advertising, informational announcements, and political or religious tracts. Violations of this policy carry severe penalties, including termination of service.

WHAT TYPES OF ADVERTISING ARE CONSIDERED SPAM?
Off Topic Newsgroup Posting. Most news groups do not allow blatant advertising. This is spam and any complaints from newsgroup moderators could be grounds for immediate termination.

Bulk emailing (sending an email advertisement to persons listed on an email address lead list). Advertising with bulk email services (companies who will send an email advertisement to persons listed on an email address lead list for you) can be risky. If we receive a complaint, it could be grounds for immediate termination. So, choose your services carefully.

"Bounce back" emailing (sending an email advertisement in reply to an email advertisement that was sent to you), in other words ... returning a spam for a spam. This is still emailing information to persons that you don't know, who didn't specifically request the information. If we receive a complaint it could be grounds for immediate termination.

Off Topic Chat Posting. Chat rooms are for the exchange of information, not for advertisements. Do not post ads in chat rooms. Any complaints from Chat Room members or moderators could result in immediate termination of the offending Affiliate.

Violation of Virtual Direct's SPAM policy can result in severe penalties. Upon notification of an alleged violation of our SPAM policy, Virtual Direct will initiate an immediate investigation (within 48 hours of notification). During the investigation, Virtual Direct may restrict customer access to the network to prevent further violations. If a customer is found to be in violation of our SPAM policy, Virtual Direct may, at its sole discretion, restrict, suspend or terminate customer's account. Further, Virtual Direct reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. Virtual Direct will notify law enforcement officials if the violation is believed to be a criminal offense.

First violations of this policy will result in an "Administrative Fee" of $250 and your account will be reviewed for possible immediate termination. A second violation will result in an "Administrative Fee" of $500 and immediate termination of your account. Users who violate this policy agree that in addition to these "Administrative" penalties, they will pay "Research Fees" not to exceed $175 per hour that Virtual Direct personnel must spend to investigate the matter. PLEASE, DO NOT SPAM from your account.

As our Customers are ultimately responsible for the actions of their clients over the Virtual Direct network, it is advisable that Customers develop a similar, or stricter, policy for their clients.

IMPORTANT NOTICE:
Anyone hosting Web sites or services on their server that support spammers or cause any of our IP space to be listed in any of the various Spam Databases will have their server immediately removed from our network. The server will not be reconnected until such time that you agree to remove ANY and ALL traces of the offending material immediately upon reconnection and agree to allow us access to the server to confirm that all material has been COMPLETELY removed. Severe violations may result in immediate and permanent removal of the server from our network without notice to the customer. Any server guilty of a second violation WILL be immediately and permanently removed from our network without notice.

NETWORK

IP Address Ownership: If Virtual Direct assigns Customer an Internet Protocol address for Customer's use, the right to use that Internet Protocol address shall belong only to Virtual Direct, and Customer shall have no right to use that Internet Protocol address except as permitted by Virtual Direct in its sole discretion in connection with the Services, during the term of this Agreement. Virtual Direct shall maintain and control ownership of all Internet Protocol numbers and addresses that may be assigned to Customer by Virtual Direct, and Virtual Direct reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion. Our allocation of IP addresses is limited by ARIN's new policies.

Bandwidth and Disk Usage: Customer agrees that bandwidth and disk usage shall not exceed the number of megabytes per month for the Services ordered by Customer on the Order Form (the "Agreed Usage"). Virtual Direct will monitor Customer's bandwidth and disk usage. Virtual Direct shall have the right to take corrective action if Customer's bandwidth or disk usage exceeds the Agreed Usage. Such corrective action may include the assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken is in Virtual Direct's sole and absolute discretion. If Virtual Direct takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action. In the event that a customer exceeds the included allocation, Virtual Direct may, at its sole discretion, collect a deposit, in an amount determined by Virtual Direct, against customer's credit card on file with Virtual Direct.

System and Network Security: Users are prohibited from violating or attempting to violate the security of the Virtual Direct Network. Violations of system or network security may result in civil or criminal liability. Virtual Direct will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. These violations include, without limitation:

Accessing data not intended for such User or logging into a server or account, which such User is not authorized to access.

Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.

Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing".

Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

Taking any action in order to obtain services to which such User is not entitled.

NOTIFICATION OF VIOLATION:

Virtual Direct is under no duty to look at each customer's or user's activities to determine if a violation of the AUP has occurred, nor do we assume any responsibility through our AUP to monitor or police Internet-related activities.

First violation: Any User, which Virtual Direct determines to have violated any element of this Acceptable Use Policy, shall receive an email, warning them of the violation. The service may be subject at Virtual Direct's discretion to a temporary suspension pending a User's agreement in writing, to refrain from any further violations.

Second Violation: Users that Virtual Direct determines to have committed a second violation of any element of this Acceptable Use Policy shall be subject to immediate suspension or termination of service without further notice.

We reserve the right, to drop the section of IP space involved in Spam or Denial-of-Service complaints if it is clear that the offending activity is causing great harm to parties on the Internet. In particular, if open relays are on your network or a customer's network, or if denial of service attacks are originating from your network. In certain rare cases, we may have to do this before attempting to contact you. If we do this, we will contact you as soon as is feasible.

Suspension of Service or Cancellation: Virtual Direct reserves the right to suspend network access to any customer if in the judgment of the Virtual Direct network administrators the customer's server is the source or target of the violation of any of the other terms of the AUP or for any other reason which Virtual Direct chooses. If inappropriate activity is detected, all accounts of the Customer in question will be deactivated until an investigation is complete. Prior notification to the Customer is not assured. In extreme cases, law enforcement will be contacted regarding the activity. The customer will not be credited for the time the customer's services were suspended.

Virtual Direct reserves the right to amend it's policies at any time. All Sub-Networks, resellers and managed servers of Virtual Direct must adhere to the above policies. Failure to follow any term or condition will be grounds for immediate Cancellation. You will be held responsible for the actions of your clients in the matter described on these Terms and conditions. Therefore, it is in your best interest to implement a similar or stricter Terms and conditions or otherwise called Acceptable Terms of use policy.

Indemnification: Virtual Direct wishes to emphasize that in agreeing to the Virtual Direct Acceptable Use Policy (AUP) and Terms of Service (TOS), customer indemnifies Virtual Direct for any violation of the Acceptable Use Policy (AUP) and Terms of Service (TOS) that results in loss to Virtual Direct or the bringing of any claim against Virtual Direct by any third-party. This means that if Virtual Direct is sued because of a customer's or a customer of a customer's activity, the customer will pay any damages awarded against Virtual Direct, plus all costs and attorney's fees.

Miscellaneous Provisions: You must provide us with, and keep current, good contact information for you. E-mail, fax, and telephone contacts are used, in that order of preference.

Waiver: Any party's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement.

Customer shall not transfer or assign this Agreement without the prior written consent of the Virtual Direct. Virtual Direct may assign Agreement at anytime without consent from or notice to Customer. Virtual Direct reserves right to cancel customers rights under this contract at anytime without further obligation.

Virtual Direct takes no responsibility for any material input by others and not posted to the Virtual Direct Network by Virtual Direct. Virtual Direct is not responsible for the content of any other Web sites linked to the Virtual Direct Network; links are provided as Internet navigation tools only. Virtual Direct disclaims any responsibility for any such inappropriate use and any liability to any person or party for any other person or party's violation of this policy.

Virtual Direct is not responsible for any damages your business may suffer. Virtual Direct does not make implied or written warranties for any of our services. Virtual Direct denies any warranty or merchant ability for a specific purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Virtual Direct.

It is absolutely forbidden to host pornographic content or IRC servers on Virtual Server Accounts. Virtual Server Accounts found hosting this material will be subject to immediate cancellation without refund.

Responsibility for Content: You, as Virtual Direct's customer, are solely responsible for the content stored on and served by your Virtual Direct account.

Attorneys' Fees: If a legal proceeding is commenced to enforce or obtain a declaration of rights under this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in the proceeding from the non prevailing party, as well as any reasonable attorneys' fees and costs that the prevailing party incurred prior to commencing the proceeding.

These "Terms of Service" are current as of: Saturday, September 27, 2008.