Vivio Technologies ("The Company", "Vivio", "we", "us") agrees to furnish services ("service", "products") to the subscriber of services ("client", "customer", "you", "your"), subject to the following Terms of Service ("TOS").

Vivio Technologies reserves the right to change this TOS at any time. Such changes, modifications, additions or deletions shall be effective immediately upon posting on-line at this location. You acknowledge and agree that it is your responsibility to review this site and this TOS periodically and to be aware of any modifications. Your continued use of the services after such modifications will constitute your:

1. Acknowledgment of the modified TOS; and
2. agreement to abide and be bound by the modified TOS.

If you do not agree to these terms, please contact us to cancel your services.

This TOS contains provisions that you are required to pass on to your customers ("end users") should you have them. It is your responsibility to ensure that these provisions are included in contracts and other agreements with your End Users. You are responsible for your End Users under this TOS.

This TOS incorporates our Acceptable Use Policy ("AUP"), Service Level Agreement ("SLA"), and Privacy Policy by reference. Should either of these agreements conflict with the TOS, the TOS shall prevail, followed by the AUP, Privacy Policy, and SLA.

The pricing, features and term of the products and services you purchase from us are set out on the web page on which the particular products and/or services are described (the .Description Page.). The Effective Date is the date in which the service was activated. The Services are provided to you based on the Description Page as of the Effective Date. The Description Page may change during the Term.

Vivio Technologies will provide to you the Services as it was depicted on the Description Page as of the Effective Date. If the contents of the Description Page change during the term of your service, Vivio is under no obligation to modify your service based on the changes in the Description Page.

Vivio will make every reasonable effort to make Services available to you, however, Vivio reserves the right to modify the Service or the way in which we provide them to you, should any of the following occur:

1. A third party vendor ceases to make a critical aspect of the Service available to us;
2. the Service is prohibited by law or regulation; and/or
3. it becomes uneconomical for us to continue providing it to you.

Vivio reserves the right to refuse service to anyone for any reason.

Certain aspects of the Service may be provided by third parties or third party software. These third parties may have reserved the right to make changes, including material changes, to the service or software that they provide. If a third party makes a change to it's service or software, you may not terminate this TOS based on such a change, even if it materially affects the Service.

Services are provided to you in a way that you will have access to configure them as needed. It is your responsibility to configure the Services. Any custom configuration will not be allowed to affect the operation of our network, our provisioning of the Services of other customers, and is otherwise subject to our approval. Vivio, at it's sole and exclusive discretion and judgement, may decide to refuse certain custom configurations from running within our network.

You must use your Service in a responsible manner. You may not disrupt other users of the Service, or our network. If your use of the Service results in any such disruption, Vivio may require you to modify your use of the Service or discontinue use of the Service until such time as your use does not cause such interference.

Vivio Technologies provides Backup Services as a courtesy service only and are provided on an as-is, asavailable service only. The Backup Service is designed to act as a supplement to, and not in lieu of your own backup programs. It is your responsibility to configure the Backup Service to your unique needs. Vivio Technologies is not responsible for the completeness, integrity, or freshness of your backup files, nor does Vivio Technologies guarantee that the service will be error-free or fail-safe.

Backup Services are provided for disaster recovery purposes only. Should you, or a third party, request that data held in our Backup Services be used for a purpose other then disaster recovery, in litigation for example, Vivio has no obligation to provide that to you. Should Vivio Technologies decide, at our sole and exclusive judgment, or should Vivio be required by law to provide data to you, the data will be provided at our convenience and you will be billed at a rate of $250 per hour. You will also be responsible for any attorney's fees we incur in reviewing, responding to, or producing your data. You may also be required to pay us a retainer fee to secure your obligations.

The Services provided by Vivio Technologies may come pre-installed with software owned by a Third-party ("Third-party Software"). If you represent to us that you already have a license to use the Third-party Software, we may require you to provide us with evidence of this license as well as proof of ownership.

You agree that Vivio Technologies is under no obligation to support any Third-party Software in any way. Should Vivio Technologies decide, at it's sole discretion and judgment, to offer support for any Third-party Software, that support is not guaranteed or warranted in any way, and does not constitute as an agreement of any kind.

Vivio Technologies reserves the right to prohibit the use of any Third-party Software from within it's network.

Vivio Technologies may provide software updates, upgrades, bug fixes, or enhancements offered by Third-party Software providers ("Patches") with or without your requesting Vivio to do so. Patches may also be set to be applied automatically using automated patching systems. Vivio assumes no liability whatsoever for the consequences resulting from the installation of the Patches, or any attempt by us to install or remove the Patches. It is your sole and exclusive responsibility to determine if installation of the Patches will damage your data, or otherwise affect the operation of your services.

Vivio may assign one or more Internet Protocol addresses ("IP address") to you for use with your services. At all times and under any circumstance, Vivio retains the right to use that IP address, and may change the IP address assigned to you at any time for any reason. The IP address is not transferable. Upon termination of this agreement, you must cease use of the IP address that has been assigned to you.

Vivio's use of IP addresses is guided by the policies set forth by ARIN. Those policies state that the use of IP addresses for IP based virtual hosts will not be accepted as justification for new IP addresses, when the service supports name-based virtual hosts. This means you are required to use name-based virtual hosting whenever possible.

You may not use IP addresses that have not been directly assigned to you by Vivio Technologies. Any service found using IP's which were not directly assigned by Vivio Technologies will be suspended from network access until such time as the IP address overlap has been corrected. Any interruption of service that results due to IP address overlap resulting from you using IP addresses that have not been directly assigned to you will be billed to your account. Furthermore, technical support time lost in tracking down the duplicate IP address will be billed to your account at a rate of $250 per hour.

Vivio's obligation to provide the Service is contingent on your payment of the fees and charges set out on the Product Description Page ("Fees"). Accepted methods of payment are credit card (Visa, MasterCard, and American Express), PayPal, check, or money order. PayPal payments must be submitted to sales@viviotech.net. You are responsible for any additional transaction fees that coincide with any payment methods. Checks and money orders should be sent at least 7 days prior to the invoice due date to help ensure that the payment is received by Vivio in a timely manner.

Vivio requires payment terms of Net 10 ("Due Date"), unless otherwise agreed upon. It is your responsibility to ensure that Vivio receives payment of the Fees. Accounts not brought current will be assessed a 1.5% finance charge, with a minimum charge of $3.00.

The Annual Percentage Rate for past-due accounts is 18%.

All setup fees and domain name registration fees are non-refundable for any reason.

All pricing is guaranteed for any term of pre-payment. Vivio Technologies reserves the right to change prices at any time, unless other terms have been agreed upon. The customer is responsible for all money owed on the account from the time it was established to the time that the customer notifies Vivio Technologies to request for termination of services. All payment is in U.S. Currency. Vivio Technologies will bill each client $60.00 per returned check and per credit card charge-back received.

Should the Service be suspended, for any reason, Fees will continue to accrue. Should service be interrupted for nonpayment, the account will be subject to a $50 per-service reconnect charge. Reactivation will only occur once the outstanding balance has been received in full. If multiple services are deactivated due to nonpayment, all outstanding invoices must be paid in full before any one service will be reactivated. Vivio reserves the right to keep any service deactivated until funds paid have cleared with our financial institution.

All payments to Vivio Technologies are nonrefundable. This includes one-time setup fees, prepayment fees, and subsequent charges regardless of usage. You shall not be entitled to any refunds, pro-rated or otherwise, in the event of early termination of this agreement by Vivio or by you according to the terms outlined by this TOS or Vivio's AUP.

Vivio Technologies, at it's sole discretion and judgment, may determine to offer you a refund, pro-rated or otherwise. Depending on the amount of the refund, Vivio may opt to issue the refund in increments. The size and frequency that Vivio issues refunds is determined exclusively by Vivio. Under most circumstances Vivio will issue a refund as a credit to an existing account. Under special circumstances Vivio may opt to issue a refund via a check.

If you believe there is an error in your bill you must contact Vivio within 60 days of the invoice in question ("Dispute Deadline") in order to file a dispute. You and Vivio each agree to work together in good faith to resolve the billing dispute. Your dispute must include sufficient facts for us to investigate your claims. You agree to waive your right to dispute any charges or Fees if you fail to meet the Dispute Deadline. If we find that your claim is valid, we agree to credit the account that is the subject of the dispute on your next bill. If you contact your credit card company, prior to notifying us of the dispute, and initiate a .charge back. based on this dispute, or your charge back claim is past the Dispute Deadline, you will be charged a $200 Administration Fee.

Vivio Technologies reserves the right, at it's sole discretion and judgment, to cancel this agreement and/or the services provided herein for any reason at any time. Vivio will use every reasonable care in notifying you of the reason for this decision, and will make every reasonable effort to work with you to rectify any problems that may have effected our decision.

In order to cancel your account, you must contact Vivio at least 7 days before the end of the services billing cycle. Cancellation requests must be in writing and must originate from the account owner that corresponds with Vivio's records. You must have all account information in order to cancel an account. Vivio reserves the right to verify the legitimacy of an account cancellation for up to 30 days before the cancellation occurs.

Vivio will not tolerate abuse of any kind towards it's employees. This includes verbal harassment, yelling, swearing, rudeness, threats, or any intentionally disruptive behavior directed at Vivio or any of it's employees or agents. You agree to engage Vivio employees in a professional manner whether in email, support tickets, live chat, forums, or telephone calls. You agree that any abuse originating from you toward a Vivio employee for any reason, even regarding a breach by Vivio, will be construed as a violation of this TOS agreement. No refunds will be provided for any service termination which arises as a result of a violation of this clause.

You acknowledge that the service provided is of such a nature that service can be interrupted for many reasons, the cause of which can be difficult if not impossible to ascertain. You agree that Vivio shall not be held liable for any damages arising from such causes beyond the direct and exclusive control of Vivio. You further acknowledge that Vivio's liability for it's own negligence may not in any event exceed an amount equivalent to charges payable by you for services during the period damages occurred. In no event shall Vivio be liable for any special or consequential damages, loss, or injury. IN NO EVENT SHALL Vivio Technologies' MAXIMUM LIABILITY EXCEED FIVE HUNDRED ($500.00) DOLLARS.

CUSTOMER AGREES THAT IT SHALL DEFEND, INDEMNIFY, SAVE AND HOLD Vivio Technologies HARMLESS FROM ANY AND ALL DEMANDS, LIABILITIES, LOSSES, COSTS AND CLAIMS, INCLUDING REASONABLE ATTORNEY'S FEES ASSERTED AGAINST Vivio Technologies, ITS AGENTS, ITS CUSTOMERS, OFFICERS AND EMPLOYEES, THAT MAY ARISE OR RESULT FROM ANY SERVICE PROVIDED OR PERFORMED OR AGREED TO BE PERFORMED OR ANY PRODUCT SOLD BY CUSTOMER, ITS AGENTS, EMPLOYEES OR ASSIGNS. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS Vivio Technologies AGAINST LIABILITIES ARISING OUT OF:

1. ANY INJURY TO PERSON OR PROPERTY CAUSED BY ANY PRODUCTS SOLD OR OTHERWISE DISTRIBUTED IN CONNECTION WITH Vivio Technologies' SERVER.
2. ANY MATERIAL SUPPLIED BY CUSTOMER INFRINGING OR ALLEGEDLY INFRINGING ON THE PROPRIETARY RIGHTS OF A THIRD PARTY.
3. COPYRIGHT INFRINGEMENT.
4. ANY DEFECTIVE PRODUCTS SOLD TO CUSTOMER FROM Vivio Technologies' SERVER.

No waiver of rights under this TOS by either party shall constitute a subsequent waiver of this or any other right under this TOS.

If any portion of this TOS, or accompanying documents ("AUP", "SLA", "Privacy Policy"), or the application thereof to any person, place, or circumstance, shall be held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of the document and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect, and such provisions shall be enforced to the fullest extent consistent with applicable law.

You agree that Vivio is not responsible for any damages, delays, or other failures to fulfill its obligations hereunder as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of materials or equipment from suppliers, failures or blackouts, labor disputes, and/or other circumstances or occurrences beyond our control . whether or not it is similar to those listed above.

Vivio Technologies WILL NOT BE RESPONSIBLE FOR ANY DAMAGES YOUR BUSINESS MAY SUFFER. Vivio Technologies MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED FOR SERVICES WE PROVIDE. Vivio Technologies DISCLAIMS ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, WRONG DELIVERY, AND ANY AND ALL SERVICE INTERRUPTIONS CAUSED BY Vivio Technologies AND ITS EMPLOYEES. Vivio Technologies RESERVES THE RIGHT TO REVISE ITS POLICIES AT ANY TIME.

ALL SUB-NETWORKS, RESELLERS AND DEDICATED SERVERS OF Vivio Technologies MUST ADHERE TO THE ABOVE POLICIES.

FAILURE TO FOLLOW ANY TERM OR CONDITION WILL BE GROUNDS FOR IMMEDIATE ACCOUNT DEACTIVATION.

You may only use Vivio servers for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, and material protected by trade secrets. The designation of any materials as such described above is left entirely to the discretion of Vivio management.

Regardless of your location, you agree that for purposes of venue and jurisdiction this contract was entered into and performed in Walla Walla County, Washington, and any dispute will be litigated or arbitrated in Walla Walla County, Washington. Customer further waives all objections to venue or jurisdiction and acknowledges that venue and jurisdiction in any such litigation will be held in Walla Walla County Courts. IN NO EVENT SHALL Vivio Technologies' MAXIMUM LIABILITY EXCEED FIVE HUNDRED ($500.00) DOLLARS.

You agree that you do not have the right to assign this Agreement without the explicit written permission of Vivio. This Agreement shall be in force and effect to the total benefit of You and Vivio, and their successors and permitted assigns.