This document contains the general terms and conditions for LayerStack Limited, trading as "LayerStack". Upon signing up for/and or using the LayerStack Cloud service, all subscribers agree to comply with LayerStack's Terms of Service (the “TOS”) set out herein below, the Acceptable Use Policy (the “AUP”), the Service Level Agreement (the “SLA”) of the Services and all supplementary terms (hereinafter collectively referred as “Agreement”) posted from time to time on LayerStack Cloud service’s web site https://www.layerstack.com/legal Unless otherwise stated, defined terms used herein shall have the same meanings throughout the Agreement.
In these TOS, the following words have the following meanings unless the context otherwise requires:
Acceptable Use Policy means policy statements and/or set of rules applied by LayerStack that describe the ways in which the network site or system may be used and as to what behaviour is acceptable from Users of the local network/Internet connected via the local network;
Account means customer data record of the Subscriber in our system. Each subscriber’s account will be assigned an Account ID.
Account ID / Client ID means a numeric identifier for a subscriber’s account.
Accounts Receivable Documents (AR documents) means documents that record all financial activities of the subscriber account.
Agreement means collectively the TOS, the AUP, the SLA of the Services and all supplementary terms posted on LayerStack Cloud service web site: https://www.layerstack.com/legal
Charges means the charges payable by the Subscriber pursuant to the terms of the Agreement, including, but not limited to, all installation charges, monthly service fees, deposits and other charges for which the Subscriber is liable;
Commencement Date means the date on which the Services first become available for use by the Subscriber;
Customer Control Panel (CCP) means the for customer to manage their service and customer account billing.
Customer Control Panel User (CCP user) means the access credentials to the CCP which includes a login and a password.
Equipment means any telecommunications and related equipment, including but not limited to, any server, router or switch, whether owned by or leased to LayerStack, provided by LayerStack to the Subscriber in connection with the provision of the LayerStack Cloud services;
Intellectual Property Rights means patents, trademarks, design rights, applications for any of the foregoing, copyright topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, in each case whether registrable or not in any country;
Service Level Agreement (SLA) means any agreement or statement specified by LayerStack as such, describing the level of LayerStack Cloud service offered by LayerStack, recording the understanding about services, priorities, responsibilities, guarantees and warranties, specifying the levels of availability, serviceability, performance, operation, or other attributes of the Services, and includes LayerStack’s standard Service Level Agreement, Service Level Agreement for BizShare Hosting, Service Level Agreement for Cloud Servers, Service Level Agreement for Virtual Dedicated Server, Service Level Agreement for Dedicated Server Hosting, and Service Level Agreement for Hosted Exchange Service;
Services means the provision of access to the internet and any ancillary internet-based technologies and consulting and other services via the System, whether paid or unpaid, provided, maintained, or modified by LayerStack to the Subscriber from time to time pursuant to the Agreement or as set out in the contents of LayerStack’s quotation to the relevant Subscriber.
Subscriber means any legal entity (natural person, company or organization) which is identified on the application form or invoice whose application for the Services has been accepted by LayerStack.
System means LayerStack connected system of servers from time to time provided, modified, upgraded, or substituted by LayerStack used to host Web sites and emails or software in order to provide Services to Subscriber.
Users mean all Subscribers and other users of the Services including those who access the same without accounts with LayerStack.
LayerStack will provide to the Subscriber, and the Subscriber will take and pay LayerStack for the provision of, the Services for the term hereof subject to and in accordance with the terms and conditions hereof.
The Subscriber warrants that it holds all necessary or desirable rights, licences and other permissions in respect of the contents which it uploads to the Internet.
User expressly grants to LayerStack a non-exclusive, royalty free license, for the duration of the Agreement, to cache the entirety of the contents of or supplied by the Users’ and contents on the Users’ Web site, including contents supplied by third parties, hosted by LayerStack under the Agreement and agrees that such caching is not an infringement of any of Users’ intellectual property rights or any third party’s intellectual property rights.
The Subscriber hereby grants to LayerStack a non-exclusive, royalty free licence for the duration of the Agreement to reproduce, publish, copy, transmit and otherwise use such contents for the purpose of providing the Services.
Any payment or any part or parts thereof already made for a term or part or parts thereof will not be refundable (unless otherwise agreed by LayerStack) in the event of refusal of provision or suspension under Clause 7 hereof or termination under Clause 10.3 or 10.4 hereof or otherwise, and the Subscriber shall be deemed to have waived all rights to such payment already made or any part or parts thereof paid for the term or the unexpired portion of the term (where applicable).
No warranties are given by LayerStack in relation to the Services or the use thereof by the Subscriber and LayerStack gives no guarantee of end to end bandwidth capacity or availability on the Internet. To the extent permitted by law, LayerStack excludes all implied warranties including, without limitation, as to quality and fitness for purpose of the Services. This paragraph is subject to the guarantees given under applicable SLA(s).
The Subscriber will not assign its rights under the Agreement, in whole or in part, without the prior written consent of LayerStack. LayerStack may assign its rights under the Agreement at any time.
Failure or delay by LayerStack to enforce any of its rights under the Agreement or the giving of additional time for performance or other indulgence is not a waiver of such right unless LayerStack acknowledges the waiver in writing, nor will any single or partial exercise of any right or remedy preclude any further exercise of the same or the exercise of any other right. No waiver of any particular breach of the provisions of the Agreement will operate as a waiver of any repetition of such breach.
If any provision of the Agreement which is not of a fundamental nature is found to be unenforceable or illegal, it shall be severed from the Agreement and will not affect the enforceability of the remainder of the Agreement. In this event the parties will use reasonable endeavours to agree any lawful and reasonable changes to the Agreement which may be necessary to effect as closely as possible the commercial intent of the Agreement.
LayerStack may update, amend, modify or supplement the terms and conditions of this Agreement from time to time without notice which shall become binding to the Subscribers and Users upon their accepting or using or continuing to use the Services. The most current version of the Agreement can be found at LayerStack LayerStack Cloud service Website https://www.layerstack.com
The Agreement represents the entire understanding between the parties in relation to its subject matter and supersedes all prior agreements between the parties whether oral or written.
The Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (Hong Kong). The parties submit any difference or disputes arising in connection with the Agreement to the non-exclusive jurisdiction of the courts of Hong Kong.