Effective Date: 9/1/2024
Last Updated: 3/15/2025
WHEREAS, KS Corporate LLC, D.B.A SMC Server Solutions, is in the business of providing VPS Hosting, Dedicated Server Hosting, and Colocation Services; and
WHEREAS, Client wishes to engage KS Corporate LLC D.B.A SMC Server Solutions to provide these specialized Hosting Services;
THEREFORE, for the consideration set forth below, the sufficiency of which is hereby acknowledged, the parties agree as follows:
a. Terms of this Agreement
This Agreement remains in effect until the 31st day of the Agreement term or until the service is canceled by the client, unless otherwise specified herein.
b. Services
“Services” here refer exclusively to the provision of VPS Hosting, Dedicated Server Hosting, and Colocation Services. The Client acknowledges that all services will be compensated as set forth in Section Seven “Compensation.”
c. Hosting Services
Hosting Services under this Agreement include any provisioning, configuration, rebuild, or ongoing support related to the VPS, Dedicated Servers, and Colocation spaces provided by SMC Server Solutions. This may cover tasks such as server setup, maintenance, security measures, and performance optimization as per the Client’s requirements.
d. Intellectual Property
SMC Server Solutions Rights: SMC Server Solutions owns the physical and virtual infrastructure (including data center space, hardware, and backend systems) used to deliver the VPS and Dedicated Server.
Client Rights: The Client retains ownership of any software or data that is installed or modified on the provided infrastructure. The Client guarantees that all supplied content (text, images, data, etc.) is legally owned or appropriately licensed, and agrees to hold SMC Server Solutions harmless from any third-party claims.
Reserved Rights: SMC Server Solutions reserves the right to use its underlying server architecture and methodologies for servicing other clients, even if they are similar in nature to those provided to the Client.
e. Confidentiality
All proprietary information provided by the Client, including trade secrets, technical data, and project details, shall be deemed confidential. SMC Server Solutions agrees not to disclose such information to third parties during or after the term of this Agreement.
f. Compensation
The Parties agree to the following payment terms:
Service Category Price: VPS Hosting, Dedicated Server, and Colocation Services Determined on a client-by-client basis; pricing may vary based on selected options, resource requirements, and contract duration
An invoice will be issued on the last business day of each month. Payment is due within 14 days of the invoice date, via the online payment system provided on the website. SMC Server Solutions reserves the right to impose an interest charge of 1½% per month on any outstanding balance beyond 5 days.
g. Independent Contractor
SMC Server Solutions, along with any staff or independent contractors engaged in delivering the VPS, Dedicated Server, or Colocation Services, shall operate as independent contractors and are not considered employees of the Client.
h. Disclaimer of Warranties
SMC Server Solutions agrees to design and deploy a Hosting Solution tailored to the Client’s specified requirements. However, SMC Server Solutions does not warrant that the VPS, Dedicated Server, or Colocation Services will result in increased profits, sales, exposure, or brand recognition. The Services are provided “as is” and without any express or implied warranties.
i. Subcontractor Agreement
SMC Server Solutions retains the right to subcontract specialized tasks related to the Hosting Services. In such cases, compensation for subcontracted work will be agreed upon between Client, SMC Server Solutions, and the subcontractors, and billed through SMC Server Solutions as outlined in Section Seven.
j. Virus, Hacking, and DDoS Protection
SMC Server Solutions provides and maintains virus, hacking, and DDoS protection for all VPS, Dedicated Server, and Colocation services. SMC Server Solutions is not liable for any circumvention of these security measures by the Client. The Client agrees not to knowingly or unknowingly upload software or data that could harm SMC Server Solutions’ infrastructure or other hosted systems, including viruses, unauthorized torrent files, or any illegal content as defined by United States law.
k. Uptime Agreement
SMC Server Solutions strives to maintain a monthly uptime exceeding 99% across all hosted services. Note that uptime calculations do not include Client-induced downtime or scheduled maintenance. The Client will be provided with more than four (4) hours’ notice for scheduled maintenance and over one (1) hour’s notice for any emergency outages caused by inclement weather or other unforeseen events. SMC Server Solutions does not provide a formal SLA for shared hosting services.
l. Client Responsibilities
The Client agrees to:
Provide all necessary content and materials in a form that is ready for deployment.
Proofread all Deliverables; any corrections required post-acceptance may incur additional charges.
Make timely decisions and communications regarding third-party or related services.
Accept responsibility for any malicious content or violations arising from files, emails, websites, or other data hosted on the provided VPS, Dedicated Server, or Colocation services.
m. Dispute Resolution and Legal Fees
In the event of a dispute that cannot be resolved amicably, both Parties agree to first attempt mediation. If mediation fails and legal proceedings ensue, the prevailing party will be entitled to recover its legal fees and any associated costs.
n. Severability
If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be severed from the Agreement, and the remaining provisions shall remain in full force and effect.
o. Legal and Binding Agreement
This Agreement is a legally binding document between the Parties, enforceable in the United States, Europe, and the Philippines. Each Party affirms that they have the legal authority to enter into this Agreement.
p. Governing Law and Jurisdiction
This Agreement shall be governed by and construed under New Jersey law, without regard to its conflict-of-law principles. The Parties consent to the non-exclusive jurisdiction of the courts located in Morris County, New Jersey, and the United States District Court for the District of New Jersey.
r. Entire Agreement
This document constitutes the entire Agreement between the Parties and supersedes all prior negotiations, discussions, and agreements, whether written or oral. Any modifications to this Agreement must be made in writing and signed by both Parties.