Virtuo.Host Master Services Agreement (MSA)

Introduction

This Master Services Agreement ("Agreement") governs all services provided by Virtuo.Host ("Virtuo", "we", "our", or "us"), including but not limited to dedicated servers, colocation, IP transit, cloud infrastructure, and related services (collectively, the "Services"). By ordering or using any Services, you ("Client", "Customer", or "you") agree to be bound by this Agreement.

In the event of any conflict between this Agreement and a service-specific agreement or Order Form, the terms of the specific document shall prevail solely with respect to that Service, unless explicitly stated otherwise.

By accessing or using any Virtuo Services, the Client acknowledges that they have read, understood, and agreed to be bound by the terms of this Agreement.

1. Scope of Services

Virtuo provides infrastructure and network-related services on a best-effort basis unless otherwise defined in a separate Service Level Agreement (SLA) or Order Form. Specific service details, including pricing, technical specifications, and commitments, shall be defined in individual orders or contracts, which are incorporated into this Agreement by reference.

2. Acceptable Use Policy (AUP)

Client agrees to comply with Virtuo’s Acceptable Use Policy (AUP), which prohibits, including but not limited to:

  • Illegal activities
  • Network Abuse or interference
  • Distribution of malware or malicious content
  • Spam or unsolicited communications

Virtuo reserves the right to suspend or terminate Services for violations.

3. Network & Infrastructure

  • All Services are delivered on a shared infrastructure unless explicitly stated otherwise.
  • Virtuo does not guarantee uninterrupted or error-free operation.
  • Maintenance may occur with prior notice when possible.

Virtuo reserves the right to protect the integrity of its network, including applying filtering, rate limiting, or traffic null-routing.

4. Billing & Payment

  • Services are billed in advance unless otherwise agreed.
  • All fees are non-refundable unless explicitly stated.
  • Late payments may result in suspension or termination of Services.
  • Client is responsible for all applicable taxes.

5. Term & Termination

  • This Agreement remains in effect while Services are active.
  • Either party may terminate according to the terms of the applicable order.
  • Virtuo may immediately suspend or terminate Services for violations of this Agreement.

6. Client Responsibilities

Client is responsible for:

  • Securing their systems and credentials
  • Maintaining backups
  • Ensuring lawful use of Services
  • Managing configurations and software

7. Data & Privacy

7.1 General Data Responsibility

  • Client retains full responsibility and ownership over all data stored, processed, or transmitted using the Services ("Client Data").
  • Virtuo acts solely as a passive infrastructure provider and does not control, monitor, or manage Client Data, except as required to deliver the Services or comply with legal obligations.
  • Virtuo makes no guarantees regarding data integrity, availability, or retention unless explicitly defined in a Service Level Agreement (SLA).

7.2 Data Security & Handling

  • Client is solely responsible for implementing appropriate security measures, including encryption, access control, and backups.
  • Virtuo is not responsible for unauthorized access resulting from Client misconfiguration, credential compromise, or application vulnerabilities.
  • Virtuo personnel may access systems or infrastructure only when necessary for maintenance, support, or incident response.

7.3 Data Retention & Logging

  • Virtuo may collect and retain operational and network metadata, including but not limited to IP assignments, traffic statistics, NetFlow data, BGP session information, and system logs.
  • Such data may be retained for quality insurance, security, abuse mitigation, and legal compliance purposes for a period determined at Virtuo’s sole discretion, unless otherwise required by law.

7.4 Law Enforcement, Subpoenas & Legal Requests

Virtuo may disclose Client information and data in response to valid legal processes, including but not limited to subpoenas, court orders, warrants, or other lawful requests issued by competent authorities.

  • Disclosure may include account information, billing records, assigned IP addresses, traffic metadata, and other relevant records.
  • Virtuo is not obligated to notify the Client of such requests where prohibited by law, subject to legal restrictions, or where notification may compromise an investigation.
  • Virtuo may preserve Client Data upon receipt of a legal preservation request or when reasonably required to comply with legal obligations.

7.5 Server Data & Seizure Events

  • In the event of a lawful seizure, warrant execution, or physical access request by authorities, Virtuo may be required to grant access to infrastructure or hardware without prior notice to the Client.
  • Virtuo shall not be liable for any resulting data loss, downtime, or business interruption caused by such actions.
  • Where permitted, Virtuo may provide reasonable post-event notification to the Client.

7.6 Privacy

  • Virtuo processes personal data in accordance with applicable privacy laws and regulations.
  • Virtuo does not sell Client data to third parties.
  • Limited data may be shared with upstream providers, datacenter operators, or partners strictly as necessary to deliver the Services.

8. Intellectual Property

Each party retains ownership of its respective intellectual property.

Client grants Virtuo a limited license to process data solely for the purpose of delivering the Services.

9. Limitation of Liability

  • Virtuo shall not be liable for indirect, incidental, or consequential damages.
  • Total liability shall not exceed the amount paid by Client for Services in the previous month.

10. Indemnification

Client agrees to indemnify and hold Virtuo harmless from any claims, damages, or liabilities arising from their use of the Services.

11. Force Majeure

Virtuo shall not be liable for failure to perform due to events beyond its reasonable control, including but not limited to natural disasters, power failures, network outages, or government actions.

12. Governing Law

This Agreement shall be governed by the laws of Quebec, Canada.

13. Modifications

Virtuo reserves the right to modify this Agreement at any time. Continued use of Services constitutes acceptance of updated terms.

15. Contact

For inquiries: Email: support@virtuo.host