Terms of service agreement

This terms of service agreement ("Agreement") governs the use of services provided by Data Room, Inc., operating as Server Room ("Server Room"), to the individual or entity purchasing services ("Subscriber," "Customer," "You," or "Your").

By using Server Room services, you acknowledge that you have read, understood, and agree to be bound by this agreement, the acceptable use policy ("AUP"), and all related policies published by Server Room. Continued use of the services constitutes ongoing acceptance.

1. Scope of services

Server Room provides hosting, streaming, bandwidth, compute, storage, and related infrastructure services as selected by the subscriber at the time of order.

A service is considered delivered once provisioned and made available, regardless of actual usage.

Certain services may require custom assembly, hardware procurement, or allocation of limited resources.

2. Privacy

Server Room respects customer privacy. Personal and billing information will not be sold, rented, or disclosed to third parties except where required by law, court order, or valid legal process.

3. Communications

Server Room communicates with customers primarily via email and support channels.

You are responsible for maintaining accurate contact information and monitoring communications sent to the email address on file.

Failure to receive or read communications does not relieve you of obligations under this agreement.

4. Billing, payments, and renewals

• Services are billed in advance on a monthly, quarterly, annual, or other agreed cycle;
• Accounts are charged automatically unless cancelled at least five (5) days before the end of the billing period;
• Failure to cancel results in billing through the end of the active cycle, regardless of usage;
• Accounts overdue by more than ten (10) days may be suspended or terminated without notice;
• Setup fees, if applicable, are non-refundable.

5. Special-order, build-to-order, and out-of-stock services

Certain dedicated server configurations may not be immediately available and may require hardware procurement or custom assembly.

In such cases:

• Server Room will notify the customer and provide an estimated delivery window (typically 1–3 weeks);
• The customer's agreement to wait constitutes authorization for Server Room to proceed with procurement and allocation of required components;
• Once authorization is given, the order becomes special-order and non-cancelable;
• Any later cancellation is treated as termination, not a refund;
• Agreed delivery delays caused by supply chain or vendor lead times do not constitute breach.

6. Refunds

Refunds are governed exclusively by the Server Room refund policy, which is incorporated by reference.

Except as expressly stated in that policy:

• Fees are non-refundable;
• Termination does not retroactively void earned charges.

7. Chargebacks and payment disputes

Customers must contact Server Room support and allow reasonable time for resolution before initiating any chargeback or payment dispute.

Initiating a chargeback without following Server Room's dispute process constitutes a material breach of this agreement.

Server Room reserves the right to:

• Suspend or terminate services immediately;
• Recover chargeback fees, administrative costs, and related expenses;
• Submit logs, correspondence, and contractual documentation to payment processors to contest invalid disputes.

8. Acceptable use and content restrictions

The subscriber is solely responsible for all content and activity conducted through the services.

Prohibited uses include, but are not limited to:

• Illegal, infringing, obscene, or offensive material;
• Spam, spoofing, phishing, or unsolicited mass communications;
• Unauthorized access attempts or network abuse;
• Excessive resource consumption that degrades service for others;
• Circumvention of billing, monitoring, or usage controls.

Server Room may suspend or terminate services immediately for violations, without refund.

9. Resource usage and fair use

Server Room maintains high capacity infrastructure; however, usage must remain within reasonable and expected limits.

Server Room reserves the right to restrict, throttle, suspend, or terminate services that:

• Consume disproportionate CPU, memory, I/O, or bandwidth;
• Pose operational or security risks;
• Impact platform stability.

10. No warranties

Services are provided "as is" and "as available."

Server Room disclaims all warranties, express or implied, including but not limited to:

• Merchantability;
• Fitness for a particular purpose;
• Uninterrupted or error-free operation.

The subscriber is responsible for maintaining backups and redundancy.

11. Limitation of liability

Server Room is not liable for:

• Service interruptions or performance degradation;
• Data loss, corruption, or misdelivery;
• Third-party network behavior or protocol-level issues (including blockchain networks);
• Indirect, incidental, consequential, or financial damages.

Total liability, if any, shall not exceed the fees paid for the affected service period.

12. Termination

12.1 Termination by either party

Either party may terminate this agreement with five (5) business days' written notice, unless otherwise stated.

12.2 Immediate termination by Server Room

Server Room may terminate services immediately and without notice or compensation if the subscriber:

• Breaches this agreement, the refund policy, or the AUP;
• Initiates an improper chargeback or payment dispute;
• Engages in illegal, abusive, or disruptive behavior;
• Refuses reasonable troubleshooting cooperation;
• Overloads or misuses infrastructure.

12.3 Effect of termination

Upon termination:

• All outstanding charges become immediately due;
• Prepaid fees are non-refundable except as permitted by the refund policy;
• Contractual limitations, indemnities, billing, and dispute provisions survive termination.

13. Indemnification

The subscriber agrees to indemnify and hold Server Room harmless from any claims, losses, damages, or expenses arising from:

• Use of the services;
• Content stored or transmitted;
• Violation of this agreement or applicable law.

14. Modifications

Server Room may update these terms or the AUP at any time by posting revisions. Continued use of the services constitutes acceptance of updated terms.

15. Governing law, venue, jury waiver, fees, and severability

This Agreement and all related disputes - whether based on contract, tort, or statute - are governed by the laws of the State of New York. This applies without regard to "conflict of law" rules that might trigger the laws of a different state.

The parties agree that any legal proceedings related to this Agreement or the Services must be filed exclusively in the state or federal courts of Queens County, New York.

• Specific Courts: This includes the New York State Supreme Court (Queens County) and the U.S. District Court for the Eastern District of New York.
• Waiver of Objection: Both parties waive any right to claim these courts are an "inconvenient forum" and promise not to sue in any other location.

Legal notice of a lawsuit may be served by any lawful method. Both parties agree that certified mail (return receipt requested) sent to the address on file is considered valid and effective service.

Each party voluntarily and permanently waives the right to a trial by jury for any dispute arising from this Agreement.

In any legal dispute, the prevailing party is entitled to recover reasonable attorneys’ fees, court costs, and expert witness fees from the losing party. This includes costs for appeals. If no party clearly wins, each side pays its own expenses.

If a court finds any part of this Section 15 invalid or unenforceable, the rest of the section remains in effect. The invalid part will be modified only as much as necessary to make it legal while respecting the original intent. The parties agree these terms are mandatory, reasonable, and consistent with public policy.

16. Entire agreement

This agreement, together with the refund policy and AUP, constitutes the entire agreement between the parties and supersedes all prior understandings.