To the extent the Customer (“Customer”, “You”) receives Virtual Hosting Services from Eastern Telephone & Technologies, Inc. (“Eastern”), the Customer agrees to abide by the following terms and conditions. These terms and conditions are incorporated into the terms of your Master Service Agreement and creates a legally binding obligation on you. “Agreement” refers to these Virtual Hosting Services Terms and Conditions, the Service Agreement executed by Customer, and the Master Service Agreement. To the extent the provisions contained in these Virtual Hosting Services Terms and Conditions are inconsistent with those contained in any other document, instrument, or agreement executed pursuant hereto, the terms and provisions contained herein shall control. Otherwise, such provisions shall be considered cumulative. **Except as expressly modified herein, the terms of the Master Services Agreement shall remain in full force and effect and shall control.**
VIRTUAL HOSTING SERVICES DEFINED IN SERVICE AGREEMENT. Eastern shall provide the Virtual Hosting Services as defined and set forth in the Service Agreement executed by Customer. Such services may include virtual servers, storage environments, network connectivity, and related infrastructure services, as specified in the Service Agreement.
ACCESS AND USE. Customer is granted a limited, non-exclusive, non-transferable right to access and use the Virtual Hosting Services solely for its internal business operations during the Service Period. Customer shall not resell, sublicense, or otherwise provide access to the Virtual Hosting Services to any third party without the prior written consent of Eastern.
INTERNET CONNECTIVITY AND VPN DEPENDENCIES. Customer acknowledges that access to and use of the Virtual Hosting Services is dependent upon reliable Internet connectivity and, where applicable, a properly configured and functioning virtual private network (“VPN”) connection between Customer’s environment and Eastern’s hosting infrastructure. Unless otherwise specified in a Service Agreement, Customer is solely responsible for procuring, maintaining, and supporting all Internet connectivity, firewall configuration, and VPN services required to access the Virtual Hosting Services, including those provided by third party Internet service providers, network vendors, or other telecommunications providers of any kind. Eastern shall not be responsible for any degradation, interruption, or failure of the Virtual Hosting Services resulting from or related to failures of Customer’s Internet connectivity, misconfiguration or failure of Customer-managed VPNs or firewalls, or outages or performance issues of third party providers not under Eastern’s direct control, however caused. In the event that Eastern provides Internet connectivity or VPN services under a separate Service Agreement, the terms of that agreement shall govern.
CUSTOMER RESPONSIBILITY FOR HOSTED ENVIRONMENT. Customer is solely responsible for all systems, applications, configurations, credentials, and Customer data within the hosted environment, unless otherwise specified in a Service Agreement. Customer is further responsible for all activity originating from its hosted systems, whether authorized or unauthorized. Eastern shall not be responsible for any degradation, failure, or security event resulting from changes made by Customer or any third party with access to the hosted environment.
SECURITY AND CYBERSECURITY RESPONSIBILITIES. Eastern shall make commercially reasonable efforts to secure the underlying infrastructure utilized to provide the Virtual Hosting Services, including the data center environment, network, and virtualization platform. Customer acknowledges that cybersecurity within the hosted environment is a shared responsibility. Unless otherwise specified in a Service Agreement, Customer is responsible for maintaining appropriate security measures within its hosted environment, including but not limited to system patching, endpoint protection, access control, monitoring, and incident response. Customer acknowledges that no hosting environment is immune from cybersecurity threats, including but not limited to malware, ransomware, viruses, unauthorized access, or denial-of-service attacks, and Eastern shall not be responsible for such events except to the extent directly caused by Eastern’s failure to meet its obligations expressly stated in a Service Agreement.
ACCEPTABLE USE. Customer shall use the Virtual Hosting Services in accordance with Eastern’s Acceptable Use Policy (“AUP”), including any expanded Acceptable Use Policy provided as an addendum, which is incorporated herein by reference. Violations of the AUP may result in suspension or termination of services.
RESOURCE ALLOCATION. Virtual Hosting Services are provided based on the resource allocations specified in the Service Agreement. Unless otherwise specified, such resources may be provided in a shared environment. Eastern shall make commercially reasonable efforts to maintain performance but does not guarantee uninterrupted or dedicated performance unless expressly stated in a separate Service Level Agreement.
SERVICE AVAILABILITY AND MAINTENANCE. Eastern shall make commercially reasonable efforts to maintain availability of the Virtual Hosting Services, barring cases of third party hardware, software, or service failure, Force Majeure, or other service interruptions that prevent service availability, however caused. Eastern may perform scheduled or emergency maintenance as necessary to maintain system integrity and security.
DATA OWNERSHIP AND LOCATION. Customer retains all ownership rights in and to its data. Unless otherwise specified in a Service Agreement, Customer data may be stored and processed within data centers selected by Eastern or its third party providers. Eastern shall have no responsibility for the content, accuracy, or legality of Customer data.
BACKUP AND RECOVERY. Backup services are only included if expressly specified in a Service Agreement. Customer acknowledges that backup services, if provided, do not guarantee the availability, integrity, or recoverability of data in all circumstances. Restoration timeframes and recovery success may vary depending on system conditions and the nature of the incident. Unless otherwise specified in a Service Agreement, Customer is solely responsible for validating backup integrity and for periodically testing backup and recovery procedures to confirm that Customer data can be successfully restored and utilized as intended.
DATA RESPONSIBILITY. Unless otherwise specified in a Service Agreement, Eastern shall have no responsibility for backup, retention, or restoration of Customer data. Customer is solely responsible for maintaining appropriate copies of its data.
SECURITY INCIDENTS AND REMEDIATION. Customer shall promptly notify Eastern of any known or suspected security incident involving the hosted environment, including but not limited to unauthorized access, malware, or ransomware activity. Any remediation, restoration, or recovery services resulting from a security incident originating within Customer’s environment shall be considered out-of-scope and billable unless otherwise specified in a Service Agreement.
RESOURCE USAGE LIMITATIONS. Customer use of the Virtual Hosting Services shall remain within the resource limits defined in the Service Agreement. In the event Customer usage materially exceeds such limits, Eastern reserves the right to require modification of services and/or assess additional fees.
LOGGING AND VISIBILITY. Eastern does not guarantee the availability of logs, forensic data, or historical system activity of any kind unless such services are expressly included in a Service Agreement.
SUSPENSION OF SERVICES. Eastern reserves the right to suspend or limit access to Virtual Hosting Services in the event of non-payment, breach of this Agreement, violation of the AUP, security risks, or activities that may negatively impact Eastern systems or other customers.
TERMINATION AND DATA RETRIEVAL. Upon termination of Virtual Hosting Services, Customer shall have a reasonable period, not to exceed thirty (30) days unless otherwise specified, to retrieve its data. Data shall be made available in a standard format determined by Eastern. Any assistance with data migration, extraction, or transition services shall be billable unless otherwise specified in a Service Agreement. After such period, Eastern may delete such data without liability.
THIRD PARTY DEPENDENCIES. Customer acknowledges that Virtual Hosting Services may rely on third party infrastructure, including data centers, network providers, and cloud services. Eastern shall not be responsible for failures caused by such third parties beyond its reasonable control.
NO IMPLIED COMPLIANCE. Virtual Hosting Services do not, by themselves, ensure compliance with any regulatory or industry standard unless expressly stated in a Service Agreement.
GENERAL. These Virtual Hosting Services Terms and Conditions, the Master Service Agreement, any addendum to the Master Service Agreement, and the Service Agreement that describes the Virtual Hosting Services to be provided hereunder constitute the entire agreement of the parties with respect to Virtual Hosting Services and supersede all negotiations, proposals or purchase or other work orders, written or oral, provided that the Customer shall also adhere to all policies and procedures established by Eastern. This Agreement can be amended only by written agreement signed by duly authorized representatives of the parties. Any purchase order issued by the Customer shall be solely for the internal convenience of the Customer and no term or condition contained in the purchase order shall in any way modify the agreement of the parties or any of the rights or obligations of either party hereunder.