Important Legal Information

Terms of Service Download Master Service Agreement

Customer agrees to the following terms of service:

1. Term and Termination: Unless requesting Hourly Services as defined in paragraph 3 below, 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 SoftLayer's cancellation policy set forth in Paragraph 8 below. SoftLayer may terminate this Agreement upon non-payment as set forth in paragraph 10 below. At its sole discretion, SoftLayer may terminate this Agreement if Customer violates any terms and conditions of SoftLayer's AUP.

2. Monthly Service Fees: Fees for service(s) ordered by the Customer shall begin on the date of the initial order 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. Hourly Service Fees: For any services offered by SoftLayer on an hourly basis (‘Hourly Services”), Customer shall specify the period of time for which the Hourly Services are requested, or cancel at any time. The minimum period of time for which Hourly Services may be requested is one hour and Customer will be billed in full hourly increments, and no breakdown by minutes shall be permitted. Unless otherwise specifically stated in the MSA, Customers who request Hourly Services agree to all terms and conditions in SoftLayer's Master Service Agreement, including but not limited to these Terms of Service and the Acceptable Use Policy. Customers will be billed for Hourly Services and receive any Service Level credits, if applicable, on the Anniversary Billing Date (as set forth and defined in paragraph 2 above).

5. Additional Service Fees: Additional services, not including Hourly 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.

6. One Time Fees: One time fees, such as setup fees, administrative fees, bandwidth overages and late fees are due and payable at the time they are incurred, and agreed upon in writing or via ticket with approval.

7. Taxes: Customer is responsible for paying all foreign, federal, state, and local sales, use, value added, excise duty and any other taxes assessed with respect to any services, other than for taxes based on SoftLayer’s net income.

8. 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.

9. Cancellation: Because cancellation is automated, SoftLayer requires a written cancellation notice via the customer portal, a minimum of 24 hours prior to 00:00:01 CST (GMT-6) on the Anniversary Billing Date for discontinuance or downgrades of month to month services. Failure to supply the requisite 24 hour 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 https://manage.softlayer.com. All Customer data remaining after the cancellation date will be destroyed for security and privacy reasons, unless otherwise required by law.

10. Refunds & Disputes: All services rendered by SoftLayer 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 an accounting ticket inside the Customer portal located at https://manage.softlayer.com. 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 $150 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 SoftLayer in enforcing collection.

11. 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. Customer will, however, be permitted access to data and services through the service network. Failure to remit payment for services within seven (7) consecutive days, including the Anniversary Billing Date, shall result in termination of access to the service network and all services shall be reclaimed. A late fee of $20 will be incurred for failure to remit payment for services on or before the monthly Anniversary Billing Date. A $50 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.

12. Data: SoftLayer 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, network attached storage, storage area networks, 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 SoftLayer handles Customer data, i.e., when replacing hard drives, SoftLayer will act in accordance with PCI guidelines to ensure data is securely handled.

13. Identity Use: Customer agrees to use the SoftLayer logo, SoftLayer information, and related services in accordance with SoftLayer's approved marketing guidelines. SoftLayer agrees not to use Customer name, logos, or information without prior written consent of Customer.

14. Permitted Use: By accepting the Master Service Agreement, Customer agrees to use Softlayer's 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 SOFTLAYER'S SOFTWARE OR FILES. If Customer violates or exceeds the Permitted Use, Softlayer reserves the right to immediately terminate Customer's account and will pursue any and all legal remedies available.

15. Laws: CUSTOMER AGREES TO ABIDE BY ALL LOCAL, STATE, AND FEDERAL LAWS PURSUANT TO SERVICES DELIVERED IN DALLAS, TEXAS, UNITED STATES OF AMERICA. THIS AGREEMENT IS MADE UNDER AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, 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 DALLAS COUNTY, DALLAS, TEXAS. EACH PARTY IRREVOCABLY CONSENTS TO THE FOREGOING JURISDICTION AND VENUE REQUIREMENTS AND WAIVES ANY AND ALL OBJECTIONS TO SUCH REQUIREMENTS.

16. Indemnification: CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS SOFTLAYER, SOFTLAYER'S 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.

17. Limitation of Liability: EXCEPT AS DESCRIBED IN THE SLA, SOFTLAYER 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. SOFTLAYER 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 SOFTLAYER 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 SIX MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM.

18. Arbitration: Any controversy or claim arising from service or related to this Master Service Agreement or breach therein in excess of $500.00 shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The venue and jurisdiction requirements set forth above apply to any arbitration proceedings. The resulting judgment rendered by a licensed arbitrator may be entered in any court having valid jurisdiction.

19. 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 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.

20. 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.

NOTE: If Customer downloads or uses the CloudLayer^TM Storage or any other SoftLayer applications (“Licensed Application”) for the iPhone, the following terms apply and Customer must agree to and acknowledge the terms in addition to SoftLayer's Master Service Agreement:

1. Acknowledgement: SoftLayer and Customer acknowledge that the Master Service Agreement (“MSA”), also commonly referred to as the End User License Agreement (“EULA”), is concluded between SoftLayer and Customer only, and not with Apple Inc. (“Apple”), and SoftLayer, not Apple, is solely responsible for the Licensed Application and the content thereof. SoftLayer's MSA requirements and usage rules for Licensed Applications are not less restrictive than the Usage Rules set forth for Licensed Applications in, and are not otherwise in conflict with, the App Store Terms of Service as of the Effective Date, which SoftLayer and Customer acknowledge having had the opportunity to review).

2. Scope of License: The license granted to Customer for the Licensed Application is limited to a non-transferable license to use the Licensed Application on any iPhone or iPod touch that Customer owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service (http://www.apple.com/legal/itunes/appstore/dev/stdeula/).

3. Maintenance and Support: SoftLayer is solely responsible for providing any maintenance and support services with respect to the Licensed Application, as specified in the EULA, or as required under applicable law. SoftLayer and Customer acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.

4. Warranty: SoftLayer is solely responsible for any product warranties, whether express or implied by law, to the extent not otherwise disclaimed. In the event of any failure of the Licensed Application to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the Licensed Application to Customer; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be SoftLayer's sole responsibility.

5. Product Claims: SoftLayer and Customer acknowledge that SoftLayer, not Apple, is responsible for addressing any claims of Customer or any third party relating to the Licensed Application or Customer's possession and/or use of that Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. SoftLayer's MSA does not limit its liability to Customer beyond what is permitted by applicable law.

6. Intellectual Property Rights: SoftLayer and Customer acknowledge that, in the event of any third party claim that the Licensed Application or Customer's possession and use of that Licensed Application infringes that third party's intellectual property rights, SoftLayer and/or Customer, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

7. Developer Name and Address: Any Customer questions, complaints or claims with respect to the Licensed Application should be directed to:

SoftLayer Technologies, Inc.
6400 International Parkway, Suite 2000
Plano, TX 75093
Phone: 214-442-0600
Email: sales@softlayer.com

8. Third Party Beneficiary: SoftLayer and Customer acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of the EULA, and that, upon Customer's acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against Customer as a third party beneficiary thereof.

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