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VIRTUAL SERVER AGREEMENT
Last updated July 17, 2026
| GSP Services, Inc. (we, us, our) and Client (you, your) agree
to the following: |
| 1.0 |
Definitions. |
| 1.1 |
"Client" means the person who orders the Virtual Server and has
ownership and control rights and obligations for the Virtual Server.
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| 1.2 |
"Client Data" means all supporting data files and data
structures provided by the Client for its Virtual Server.
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| 1.3 |
"Virtual Server" means the server space and software
services provided to the Client including but not limited to the
HTTP service, FTP service, SMTP service, POP service, server extensions,
third-party software, and CGI library scripts.
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| 1.4 |
"Hosting Infrastructure" means the computing, storage,
network, and operating-system resources necessary to operate and support
the Virtual Server in accordance with this Agreement, whether provided by
us directly or through our infrastructure providers.
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| 2.0 |
Scope of Services.
We will provide you with the following specific services: |
| 2.1 |
Hosting Infrastructure and Software Services.
We will provide, directly or through our infrastructure providers, the
Hosting Infrastructure and other computer and operating-system software to
operate and support the Virtual Server in a manner acceptable in the
industry. We maintain geographically diverse, encrypted backups of each
Virtual Server for disaster-recovery and business-continuity purposes;
however, these backups are not a substitute for your own backups, and we
are not responsible for the Client Data residing on the Virtual Server.
You are ultimately and solely responsible for the backup of Client Data
stored on your Virtual Server.
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| 2.2 |
Virtual Server Set-Up and Updating.
We will configure the Virtual Server,
and Client will load the Client Data onto the Virtual Server
so as to create a fully functional Internet presence. After the Virtual
Server is loaded, set up with the Client Data, and is fully operational,
Client will be responsible for all Web Server content management.
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| 2.3 |
Connection and Access.
We will provide connection of
the Virtual Server to the Internet, directly or through our infrastructure
providers, including the network equipment and connections necessary
for the Virtual Server to provide public access
on a 24-hour-a-day, 7-day-a-week basis, with the exception of scheduled
maintenance downtime. We will use our commercially reasonable efforts to provide
uninterrupted Connection and Access, except for
scheduled maintenance downtime and any interruption to
Connection and Access beyond our control caused by, for example, acts of
nature, third-party equipment or transmission failures, or security
breaches.
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| 2.4 |
Maintenance Services.
We will perform maintenance services as we
determine reasonably necessary to maintain the continuous operation of
the Virtual Server. You agree to periodically-scheduled maintenance
downtime periods. We will provide prior notice of the maintenance
downtime, except when circumstances beyond our control limit our ability
to do so.
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| 2.5 |
Hardware, Equipment and Software.
You are responsible for and must
provide all telephone, computer, hardware and software equipment and
services necessary to access us. We make no representations, warranties,
or assurances that your equipment will be compatible with our service.
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| 3.0 |
Payment Terms.
You agree to the following payment terms in consideration for
the services provided: |
| 3.1 |
Set-Up Fee.
There is no set-up fee for Virtual Servers.
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| 3.2 |
Service Fee.
You will pay us a monthly Service Fee for the services we
provide under this Agreement according to our current Virtual Server
Price Schedule, which is available on our home page or upon request. The
Service Fee is billed to you at the beginning of each month and is due on
the 15th day of the month in which the Service Fee is billed. If payment
is not received by the 15th, we will send a second invoice. Amounts that
remain unpaid accrue late charges, and may ultimately result in
disconnection of the Virtual Server, as set out in Section 3.8; failure to
pay the full past-due balance by the final-payment deadline described in
Section 3.8 is a breach under Section 6.4. If you first
begin using our services after the first of the month, we will prorate your
first month's Service Fee. The Service Fee is subject to change at any time
and without prior notice according to the then-current Virtual Server Price
Schedule, except that the Service Fee is guaranteed through any billing
period for which you have already paid.
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| 3.3 |
Cancellation.
Subject to Section 3.7, in the event you cancel your service under Section
6.3, you will be
charged in full for the entire month in which your service ends, and you
will not be charged any Service Fee for any month after that month. The
thirty (30) day notice period under Section 6.3 runs concurrently with
this final month. In the event
you have elected to prepay subsequent, additional months' Service Fees,
we retain the right to charge you an administrative fee and deduct the
administrative fee from the subsequent, future months' Service Fees
before refunding them to you.
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| 3.4 |
Breach.
In the event we terminate this Agreement because of a breach,
you will be charged in full for the entire month in which the breach
occurred. In the event you have elected to prepay subsequent, additional
months' Service Fees, we retain the right to charge an administrative fee
and deduct the administrative fee from the subsequent, future months'
Service Fees before refunding them to you.
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| 3.5 |
Tax.
These fees are exclusive of any and all federal, state, and local sales,
use, value added, excise, duty and any other taxes assessed with respect to
the services provided under this Agreement, except that your income taxes
and any sales or similar taxes on the sale of the Client products and
services to end users shall be the sole responsibility of the Client.
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| 3.6 |
Other Charges.
The following charges apply in addition to the Service Fee, as reflected in
our Billing FAQ: (a) a one-time charge of twenty-five dollars ($25) to
reactivate an account that has been disabled for non-payment; (b) a
one-time charge of fifty dollars ($50) to downgrade your Virtual Server to
a lower plan (there is no charge to upgrade); and (c) a surcharge of
three percent (3%) on accounts paid by credit card with monthly invoices
exceeding one thousand dollars ($1,000).
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| 3.7 |
Money-Back Guarantee.
If you cancel your service within thirty (30) days of your Virtual Server's
activation, your monthly Service Fee(s) will be refunded in full, unless
you are in violation of this Agreement. Only your first month's Service
Fee is prorated; all monthly Service Fees thereafter are billed for the
entire month and are not prorated upon cancellation.
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| 3.8 |
Late Charges and Grace Period for Non-Payment.
If any amount you owe us under this Agreement remains unpaid as of the
last day of a calendar month, then on the first (1st) day of the
following month we will apply a late charge to that unpaid balance.
The late charge is computed at one-twelfth (1/12) of an annual rate
equal to the United States Prime Rate, as published in
The Wall Street Journal on the first business day of that month,
plus 12.74 percentage points, and is applied to the entire unpaid
balance, including any previously assessed late charges that remain
unpaid; late charges therefore compound monthly. In no event will
late charges exceed the maximum rate or amount permitted by
applicable law. We will not suspend or disconnect
the Virtual Server solely for non-payment before the twenty-fifth (25th)
day of the second calendar month following the month in which the oldest
unpaid Service Fee was billed. If your account has not been paid in
full by the first (1st) day of that second following month, we will send
you a final notice on that day, and if the past-due balance is still
not paid in full by the twenty-fifth (25th) day of that month, we may
disconnect the Virtual Server. For example, if the Service Fees billed
in January and February both remain unpaid, a final notice is sent on
March 1 and the Virtual Server may be disconnected on March 25.
Monthly Service Fees and late charges continue to accrue while the
Virtual Server is disconnected for non-payment, and the reactivation
charge in Section 3.6 applies to resume service. This Section limits
suspension and disconnection for non-payment only; it does not limit
our rights to suspend, deactivate, or terminate the Virtual Server
under any other provision of this Agreement, including Sections 8.0,
9.2, and 9.5.
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| 4.0 |
Representations and Warranties.
Our obligations under this Agreement are
conditioned upon the following representations and warranties: |
| 4.1 |
Compliance with Law.
You represent and warrant that you will comply
with all applicable state and federal laws in your performance of this
Agreement and in the use and operation of the Virtual Server, including
laws governing technology, software and trade secrets.
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| 4.2 |
Authority to Contract.
You represent and warrant that you have full
authority and right to enter into this Agreement and that there are no
conflicting claims relating to the rights granted by this Agreement.
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| 4.3 |
Non-Infringement.
You represent and warrant that your performance of
this Agreement and providing the Web Service, including the software or
data files, shall not infringe the intellectual property or other proprietary
rights of any third party.
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| 4.4 |
Our Performance.
We represent and warrant that our services shall be
performed in a professional and workmanlike manner, and the computer
servers will be operated in accordance with our obligations as defined by
this Agreement.
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| 4.5 |
Disclaimer of Warranties.
EXCEPT FOR THE EXPRESS
WARRANTIES CONTAINED ABOVE, WE MAKE NO WARRANTY
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT,
AND ALL SERVICES ARE PROVIDED ON AN "AS-IS" BASIS,
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
OR OF NON-INFRINGEMENT.
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| 5.0 |
Disclaimer; Limitation of Liability.
You expressly agree that use of our Virtual
Server is at your own risk. Neither we, our employees, affiliates,
agents, third-party information providers, merchants, licensors or
the like, warrant that our service will not be interrupted or error
free; nor do we make any warranty as to the results that may be
obtained from the use of our service or as to the accuracy, reliability
or content of any information serviced or merchandise contained in or
provided through our service, unless otherwise expressly stated in this
Agreement. |
| 5.1 |
Under no circumstances,
including negligence, will we, our officers,
agents or anyone else involved in creating, producing or distributing our
service be liable for any direct, indirect, incidental, special or
consequential damages that result from the use of or inability to use our
service. We will further not be liable for results from mistakes, omissions,
interruptions, deletions of files, errors, defects, delays and operation, or
transmission or failure of performance whether or not limited to acts of
nature, communication failure, theft, destruction or unauthorized access to
our records, programs or services. You acknowledge that this paragraph
shall apply to all content on our Virtual Server.
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| 5.2 |
Your exclusive remedy
for all damages, losses and causes of actions
whether in contract or tort (including negligence or otherwise) will not (a)
exceed the actual dollar amount which you paid during the 12-month
period prior to the date the cause of action arose, or (b) include any
incidental, consequential, exemplary or punitive damages of any kind,
including without limitation, loss of data, file, profit, good will, time,
savings or revenue. The limitations in this Section 5.2 do not apply to
your indemnification obligations under Sections 8.0 and 9.2.
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| 6.0 |
Term and Termination.
The following describes the effective date, duration and
methods of termination: |
| 6.1 |
Effective Date.
The Effective Date of this Agreement is the date on which
Client first accepts these terms or begins using the Virtual Server,
whichever is earlier.
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| 6.2 |
Duration.
This Agreement will commence on the Effective Date and
continue on a month-to-month basis.
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| 6.3 |
Termination for Convenience.
Subject to Section 3.3, you may terminate
this Agreement at any time for your convenience by providing us with
at least thirty (30) days' advance written notice.
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| 6.4 |
Breach or Default.
The following constitute a breach or default of this
Agreement:
- your failure to pay the full past-due balance by the
final-payment deadline described in Section 3.8 (the twenty-fifth (25th) day of the
second calendar month following the month in which the oldest unpaid Service Fee
was billed),
- your violation of Section 8.0,
- your violation of 9.2, or
- your violation of Sections 4.1, 4.2 or 4.3.
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| 6.5 |
Suspension and Data Retention for Non-Payment.
We may suspend or deactivate the Virtual Server for non-payment only in
accordance with the late-charge, notice, and grace-period schedule in
Section 3.8. If the Virtual Server is disconnected under Section 3.8,
we may keep it deactivated until the past-due amount is paid in full,
and a reactivation charge will apply as set out in Section 3.6.
Following termination of this Agreement, we may retain
Client Data for up to thirty (30) days, during which we may condition
the release of Client Data on payment of undisputed past-due amounts;
after that period we may permanently delete the Client Data.
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| 7.0 |
Ownership Rights.
We acknowledge that all right, title and interest in the Client
Data shall be solely owned by the Client. We own or have licensed
all server software. In the event that we elect, at our option, to
provide custom software to you, this software will be licensed to
you for use only on a GSP Virtual Server on a non-exclusive,
royalty-free, fully-paid basis according to the terms of this Agreement.
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| 8.0 |
Activities Subject to Immediate Deactivation.
Any Virtual Server that is used for
Illegal, Abusive or Unethical Activity may be immediately deactivated
by us without warning to you. Illegal, Abusive or Unethical Activities
include, but are not limited to: any unlawful content or activity;
pornography, obscenity, or nudity; gambling, or the promotion
of gambling; violations of privacy; unauthorized access to or
interference with any computer, network, or data ("hacking");
creation or distribution of computer viruses, other malicious
software, or phishing; and any harassing or
harmful materials or uses, as determined by us. You agree to indemnify
and hold us harmless from any claim resulting from your publications or
use of Illegal, Abusive or Unethical materials. Although we may, at our
sole option, alert you to such activities and allow you an
opportunity to cure them, we are
not required to give notice before deactivating your use of our services
if, in our discretion, your use is or results in Illegal, Abusive or
Unethical activities. If a Virtual Server is disabled, the regular
monthly fees still apply.
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| 9.0 |
Miscellaneous. |
| 9.1 |
Privacy and Security of Internet Transmissions.
The Internet is not a secure medium, and we cannot guarantee the
privacy or security of information transmitted over the Internet or
any other network. Important and private information should be
protected by you, for example through encryption and access controls.
We are not liable for the interception of electronic mail or
other information during transmission through the Internet or any other
network provider that you may use.
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| 9.2 |
Unsolicited Electronic Mail.
You are expressly prohibited from sending
unsolicited bulk mail messages ("junk mail" or "spam"). This includes,
but is not limited to, bulk-mailing of commercial advertising, information
announcements, and political tracts. Such material may only be sent to
those who have specifically requested it. Malicious or threatening email is
also prohibited. Although we may, at our sole option, alert you to
such activities and allow you an opportunity to cure them, we reserve the right to immediately deactivate your
use of our service if we discover such activity. Further, you agree to
indemnify and hold us harmless from any claim resulting from your use or
distribution of electronic mail services through the service provided
through this Agreement.
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| 9.3 |
Governing Law and Attorneys' Fees.
This Agreement will be interpreted
and applied in accordance with the laws of the state of Maryland, without
regard to the conflicts of law provisions. In any action or proceeding to
enforce rights under this Agreement, the prevailing party will be entitled to
recover costs and attorneys' fees, whether or not a suit is actually filed.
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| 9.4 |
Control and Ownership of IP.
We maintain and control ownership of all
IP numbers and addresses that may be assigned to you, and we reserve, in
our sole discretion, the right to change or remove any and all IP numbers
and addresses.
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| 9.5 |
Excessive Resource Usage.
Virtual Servers which use, in our discretion, processing or other
resource capacity in excess of the resources allocated to your Virtual
Server plan will be subject to immediate deactivation. Upgrades
to the allocated resource capacity are available.
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| 9.6 |
Resale of Services and Flow-down of Obligations.
You may resell space
on your own Virtual Servers but you must first obligate any such resale to
the same terms of this Agreement and incorporate into that resale all of our
rights, including our rights regarding content and activity. We reserve the
right, upon reasonable notice, to audit your resale arrangements to confirm
compliance with this Section, and you agree to provide documentation of
such compliance upon request.
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| 9.7 |
Age.
You certify that you are at least 18 years of age.
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| 9.8 |
Transfer.
You may not transfer or assign this Agreement without the
written consent of GSP Services, Inc. GSP Services, Inc. may freely
assign or transfer this Agreement, in whole or in part, including in
connection with a merger, acquisition, reorganization, financing, or sale
of all or substantially all of its assets, without your consent.
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| 9.9 |
Indemnification Procedure.
With respect to any indemnification obligation of Client under this
Agreement, we will: (a) provide Client with prompt written notice of the
claim; (b) grant Client sole control of the defense and settlement of the
claim, provided that any settlement that imposes any obligation or
admission on us requires our prior written consent; and (c) provide
reasonable cooperation at Client's expense. Client's indemnification
obligations include the reasonable attorneys' fees and costs we incur, and
survive termination of this Agreement.
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| 9.10 |
Force Majeure.
We will not be liable for any failure or delay in performance, and such
failure or delay will not constitute a breach of this Agreement, to the
extent caused by events beyond our reasonable control, including acts of
nature, fire, flood, labor disputes, governmental action, third-party
network or equipment failures, denial-of-service attacks, or other security
breaches. If any such event continues for more than thirty (30) days,
either party may terminate this Agreement upon written notice.
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| 9.11 |
Amendments.
We may amend this Agreement from time to time by posting the amended
Agreement, with a revised "Last updated" date, at
https://www.gsp.com/servers/agreement.html. Material amendments will
take effect no earlier than thirty (30) days after posting or other
notice to you. Your continued use of the Virtual Server after the
effective date of an amendment constitutes your acceptance of the
amended Agreement. If you do not agree to an amendment, you may
terminate this Agreement under Section 6.3.
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| 9.12 |
Copyright Infringement Claims.
We respond to notices of alleged copyright infringement that comply
with the Digital Millennium Copyright Act, 17 U.S.C. Section 512.
Notices should be sent to our Designated Agent: GSP Services, Inc.,
Attn: DMCA Agent, 1900 Cavalier Cir, Crofton, MD 21114-1705 USA, or by
e-mail. We will,
in appropriate circumstances, deactivate or terminate the Virtual
Servers of repeat infringers.
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| 9.13 |
Notices.
Except as otherwise specified in this Agreement, we may give notice to
you by e-mail to the address associated with your account or by posting
on our web site, and such notice is deemed given when sent or posted.
You may give notice to us by
e-mail or by mail
to GSP Services, Inc., 1900 Cavalier Cir, Crofton, MD 21114-1705 USA,
and such notice is deemed given when received.
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| 9.14 |
Severability.
If any provision of this Agreement is held invalid or unenforceable,
that provision will be enforced to the maximum extent permissible and
the remaining provisions of this Agreement will remain in full force
and effect.
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| 9.15 |
No Waiver.
Our failure to enforce any provision of this Agreement shall not be
deemed a waiver of that provision or of our right to enforce it at a
later time.
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| 9.16 |
Entire Agreement.
This Agreement, together with the current Virtual Server Price
Schedule, constitutes the entire agreement between you and us regarding
its subject matter and supersedes all prior or contemporaneous
agreements, understandings, and representations regarding that subject
matter.
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WARNING: YOUR SIGNATURE ON A HARD COPY OF THIS AGREEMENT IS NOT REQUIRED IN ORDER FOR THE AGREEMENT TO BE LEGALLY
BINDING ON YOU. YOUR USE OF THE SERVICE OR THE SOFTWARE SHALL CONSTITUTE A VIRTUAL SIGNATURE, HAVING THE SAME FORCE
AND EFFECT AS IF YOU HAD ACTUALLY SIGNED A HARD COPY OF THIS AGREEMENT.
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