Terms of Service
These Terms of Service governs Your use of Cherry Servers services listed on the website at https://www.cherryservers.com. “You” and “Client” refer to any person who uses the Services. If Your organization has authorized or otherwise permits You to use the Service for its benefit, “You” also includes Your organization. In case the Services are resold to End Users, You must ensure that the End Users comply with these Terms of Services.
CAREFULLY READ THESE TERMS OF SERVICE BEFORE ACCEPTING IT. BY ORDERING THE SERVICES ON THE WEBSITE YOU ACCEPT THESE TERMS OF SERVICE AND CONCLUDE A LEGALLY BINDING CONTRACT BETWEEN YOU AND CHERRY SERVERS.
IF YOU ACCEPT THESE TERMS OF SERVICE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION TO THESE TERMS OF SERVICE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, DO NOT ORDER AND USE THE SERVICES.
1. Definitions and interpretation
1.1. “Access Fee” means a fee for using the Services specified in the Order.
1.2. “Agreement” means these Terms of Service, the Order as well as any other agreement or other documents between the Parties in relation to the Services.
1.3. “Cherry Servers” means UAB "Cherry servers", a private limited liability company established and operating in accordance with the laws of the Republic of Lithuania, legal entity code: 145747029, registered office address: Tilžės str. 74, Šiauliai, Lithuania.
1.4. “Client Account” means the personal account(s) created by the Client on the Client Portal, to which the Client and its users are logged in with a valid email address and password created by the Client.
1.5. “Client’s Materials” means Client’s information, software, document and any other materials used or submitted by the Client or its End Users to the virtual servers by using the Services.
1.6. “Client Portal” means the portal available at https://portal.cherryservers.com/login where the Client may access the Services.
1.7. “Documentation” means the guides and manuals for use with the Services, which are customarily supplied by Cherry Servers to the Client.
1.8. “End User” or “End Users” means the Client’s clients to whom the Client resells the ordered Services.
1.9. “Order” means an order for the Services, which includes commercial and other terms and conditions for the provision of the Services.
1.10. “Party” means the Client and Cherry Servers separately, and the “Parties” means them together.
1.11. “Services” means cloud services provided by Cherry Servers under these Terms of Service.
1.12. “Terms of Service” means these terms and conditions for the provision of the Services and its use.
1.13. “Website” means https://www.cherryservers.com.
1.14. “You,” “Your” or “Client” a natural or legal person or other organisation (and its authorised users) that uses the Services provided by Cherry Servers.
1.15. In these Terms of Service:
1.15.1. References to Sections, unless stated or the context required otherwise, will be construed as references to Sections of these Terms of Service;
1.15.2. References to legal acts (if any) will include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such legal act;
1.15.3. words importing the masculine gender include the feminine and the neuter and vice versa;
1.15.4. words in the singular include the plural and vice versa;
1.15.5. words “include”, “includes” and “including” will be deemed to be followed by the phrase “without limitation”.
2. Services provided by Cherry Servers
2.1. The Services are offered by Cherry Servers subject to their continued legal availability in any applicable jurisdiction. Cherry Servers may elect not to offer a Service in or to any particular jurisdiction, location or country, or may block a Service to or from any particular jurisdiction, location or country if we determine, in our sole discretion, that the continuation of such Service is not permitted or advisable.
2.2. We strongly advise to check whether your country of residence is sanctioned by the European Union (check EU Sanctions Map here). Cherry Servers accepts no responsibility for the inability to subscribe to or use the Service if the Client subscribes to or uses the Service from a country which is subject to the European Union sanctions. When ordering Services from a country subject to such sanctions, the Client will be deemed to be in breach of these Terms of Service and the Service fee will not be refunded.
2.3. Cherry Servers may, in its sole discretion, subcontract the provision of the Services or a portion of the Services to third parties or affiliates, provided that Cherry Servers will continue to be liable for the performance of such subcontractors under the terms of this Agreement.
2.4. You may resell the Services. Please contact support@cherryservers.com for more details.
3. Ordering the Services
3.1. To subscribe to Services, the Client must create Client Account by providing a valid email address and creating a password. The Client, when providing their contact information, undertakes to ensure its accuracy and, in the event of any changes, commits to promptly updating the information in their Client Portal.
3.2. The Client may subscribe for specific standard Services by logging into the Client Account and completing an Order form at the Client Portal. Non-standard Services can be ordered by placing an Order for such Services by email sales@cherryservers.com or in online chat on the Website. The Services will be considered ordered when Cherry Servers confirms the received Order or alternatively, when the Order is signed by both Parties. Depending on the Client's needs specified in the Order, the Order confirmation may take up to 3 (three) business days for Cherry Servers to evaluate its technical capabilities to provide the Client's desired Services.
3.3. To mitigate the risk of illegal activities by users of virtual service, ordering of the lowest-priced services for new clients who make payments in cryptocurrency shall be restricted. The ordering of such servers shall be allowed only upon completion of client identity verification or upon acquiring services or topping up existing credit with a minimum value of EUR 100. The Client shall be informed about restrictions mentioned herein during online ordering process while submitting an order for restricted server via Client Portal
3.4. By ordering the Services, the Client understands and agrees that in order to use the Services, the Client must ensure and use an uninterrupted and appropriate internet connection which is not provided by Cherry Servers in any means or form as well as to ensure that that the Service are not blocked by the country of residence of the Client. Cherry Servers accepts no liability for any failure of the Services as a result of the Client's use of the internet connection or sanctions imposed by the Client's country of residence.
3.5. If the Client wishes to change the parameters of the Services provided for in the Order, such changes are made by drawing up a new Order and only provided that the changes are possible after Cherry Servers assesses the technical possibilities and the obligations assumed by the previous Order.
3.6. The Order is subject to these Terms of Services, which the Client must read, confirm and accept before signing or placing the Order and any other Documentation submitted by Cherry Servers to the Client in relation to the usage of Services. In case of any discrepancies between the terms of the confirmed Order and these Terms of Service or other Documentation, the terms of the Order will prevail.
4. Access to the Service
4.1. The Client may access the Services via Client Portal in accordance with the instructions and guidance provided by Cherry Servers at the Client Portal. To using the Services and any Documentation associated with the Services, Cherry Servers grants to the Client:
(a) a limited, non-exclusive, non-transferable, non-sublicensable right to use any Documentation delivered by Cherry Servers for use with the Services and to copy the Documentation solely for internal use, provided that all titles, trademarks, trade names, copyright, restricted rights and other proprietary notices are retained;
(b) a limited, non-exclusive, non-transferable, non-sublicensable license to use the Client Portal in order to use the Services.
4.2. By accessing the Services the Client acknowledges and agrees that:
(a) the Client determines who is invited as End User as well as what roles and access on the System that End User has;
(b) the use of the Service by End Users is the responsibility of the Client;
(c) the level of access to the Client’s Materials is controlled by the Client and may be revoked or changed at the Client’s discretion at any time;
(d) in the case of disputes between the Client and the End User regarding access to the Services as well as activities in the Client Portal, the Client will decide what, if any, access the End User will continue to have;
(e) Cherry Servers will not be held liable for any error resulting from incorrect, irreversible data entry, by the Client or the End User.
5. Configuration of the Services
5.1. Upon logging in to Client Account, the Client (and/or the End User) sees the initial settings of the ordered dedicated and / or virtual servers, data storage, licences and others, which the Client (and/or the End User) may manage and change on the Client Portal:
(a) by creating, suspending or erasing dedicated and/or virtual servers;
(b) by changing the network settings (including, but not limited to, assigning IP addresses, change of network firewall rules, etc.);
(c) by using other functionalities provided to the Client (and/or the End User) on the Client Portal.
5.2. The Client is responsible and must ensure that Client Accounts and passwords that are created for the Client/End Users to use the Services are protected from third party discovery. Cherry Servers does not create or have access to passwords for Client/End-User accounts (other than the initial password for the first login to the relevant account) and therefore accepts no responsibility for, and shall be solely liable to, any unauthorised use by others of any of Client Accounts and passwords.
6. Use of the Services
6.1. Cherry Servers hereby grants to You a limited, personal, non-exclusive, non-transferable license, for the duration of this Agreement, to access and use the Client Portal as necessary and only for your use of the Services. You shall not reproduce or copy, in whole or in part, any portion of the Website or any other material made available to you by us and shall return all such material to us at the conclusion or termination of this Agreement.
6.2. When using the Services, the Client and its end Users are prohibited to:
(a) use the Services for the publication, reproduction or distribution of any software or any other material that is the object of intellectual property, the use of which could constitute a violation of the rights and legitimate interests of third parties in such property. This restriction shall not apply where the Services are resold by the Client to End Users only to the extent and to the extent necessary for the resale of the relevant Services to End Users;
(b) use or place prohibited information, software, intellectual property, trademarks or commercial information on any communications network or equipment (including computers) if such prohibited information, software, intellectual property, trademarks or other commercial information can be accessed by Cherry Servers’ virtual server used by the Client;
(c) use the Services in any ways that could overload, disrupt, damage, disable or deteriorate the equipment and networks used for the provision of the Services, the Services itself, or use the Services in any ways that could result in the transmission, distribution or upload of software or material that contains harmful content, such as viruses, spyware or other harmful software, material or information of any kind;
(d) perform the processing of any information that violates the applicable laws or international legal acts, including the transmission of such information with the help of the Services;
(e) use the Services in order to upload, post, or e-mail any unsolicited messages (including spam) via electronic channels that allow performing such actions. Unsolicited messages or spam includes sending persistent anonymous messages, promotional material or messages that the recipient does not wish to receive;
(f) use the Services in order to upload, post, e-mail or otherwise process or transmit any information in violation of applicable laws (including, but not limited to, information that may be considered as inciting racial hatred, child pornography, defamatory, offensive, seditious, unlawfully depicting violence and/or infringing copyright or any other intellectual property laws or legal acts, or violating legal acts governing personal data protection);
(g) take any action with information or material that would affect the sudden load of the use of the Services compared to the normal load of the use of the Services, including the sending of e-mail bombs, chain letters, pyramid schemes and other information through e-mail programmes.
6.3. Cherry Servers shall have the right to suspend the Services upon notice to the Client in the event Cherry Servers reasonably determines that Client’s network or server space leased from Cherry Servers are subject to a distributed denial of service (DDOS) attack or other type of attack that interferes with Services provided to other customers.
6.4. Cherry Servers reserves the right to monitor outgoing SMTP service traffic for security and spam prevention purposes.
6.5. In case You or Your End Users’ actions have caused the Cherry Servers mail servers or IP address ranges to be placed on black hole lists and other mail filtering software systems used by companies on the internet, You will be assessed a 100 EURO (without VAT) administrative charge and fees of 100 EURO (without VAT) per hour for employee time incurred to contact list holders, remove any blocks and protect our mail servers and IP ranges.
7. Use of Microsoft Software
7.1. When using the Services and reselling it to the End Users, the Client has the right to use Microsoft Windows Server and other Microsoft software ordered from Cherry Servers in accordance with these Terms and Microsoft End User License Terms. By ordering Microsoft products, the Client and its End Users agrees to be bind with Microsoft End User License Terms.
7.2. For the use of the ordered Microsoft products, the Client pays a monthly fee, which is calculated every month, accurate to within a month, i.e. if the Client terminates the Order on the first day of the current month, the fee is calculated for the whole month. The fee for Microsoft software being used by the Client is presented to the Client for payment together with the invoice for the Service.
7.3. Client agrees to permit Cherry Servers with administrative access to all servers with pre-installed Microsoft Windows Server operating system, which were ordered from Cherry Servers, to conduct a licensing audit as obliged by Microsoft SPLA.
7.4. If Client plans to install additional Microsoft software to a server with pre-installed Microsoft Windows Server operating system, which was ordered from Cherry Servers, such Client agrees to provide Cherry Servers with a filled-out Microsoft License Mobility Form beforehand.
7.5. The Client is responsible for direct damages incurred by Cherry Servers for each installation, use, copying, access, distribution of or other similar actions with Microsoft products purchased other than from Cherry Servers or through a Cherry Servers’ authorised seller.
7.6. In all cases, the Client remains directly liable to Microsoft for any breach of the obligations provided for in this Section of these Terms of Service. The Client understands that Microsoft, as the holder of the rights to Microsoft software, can control and supervise compliance with the provisions of this Section of these Terms of Service, and, by ordering the Services, agrees that information about the Client, the Agreement with the Client may be transferred to Microsoft if Microsoft requests so.
8. Availability of the Service and technical maintenance
8.1. Cherry Servers reserves the right to modify its network, system configurations or routing configurations. Cherry Servers may, at its sole discretion and without liability, change or modify the features and functionalities of a Service or modify or replace any hardware or software in the network or in equipment used to deliver any Service provided that this does not have a material adverse effect on the Service.
8.2. Cherry Servers will use its best endeavours to ensure the availability of the Service prescribed in Service Level Agreement available on the Website.
8.3. Cherry Servers will notify the Client about the planned technical maintenance at the e-mail address specified in the Order no later than 5 (five) calendar days before the to the commencement of the technical maintenance.
8.4. In case of emergency, Cherry Servers will notify the Client about immediate technical maintenance to the email address specified in the Order no later than 1 (one) hour prior to the commencement of the technical maintenance.
8.5. Whenever possible, the technical maintenance will be carried out on weekends or during non-working hours.
9. Storage and Backups
9.1. Cherry Servers does not provide back-up services. Backing up the Client’s data is the sole responsibility of the Client. Cherry Servers shall not be responsible for any loss of the Client’s data when using the Services.
9.2. Upon termination of the provision of the Service, irrespective of the reasons for termination, all data of the Client (including virtual servers, backup copies of data, settings, etc.) are stored up to the last day of the provision of the Services inclusively. After this term, the Client’s dedicated and/or virtual servers are deleted, unless the Client places an order for the deletion of data in other terms and Cherry Servers accepts and confirms such an order.
10. Service disruptions and consultations on other issues
10.1. In case of Service disruption, the Client must contact Cherry Service support team in the online chat on the Website or by email support@cherryservers.com.
10.2. Cherry Servers will respond to the received notification and start diagnosing the disruption not later than within time limits provided for in the Service Level Agreement.
10.3. When resolving the disruption, in exceptional cases Cherry Servers specialists may request permission to remotely connect to an existing Client Account on the Client Portal or the Client’s server. In the event the Client discloses its login password to Cherry Servers specialists due, the Client must change its password immediately, but not later than within 1 (one) business day after the disruption has been resolved. If the Client does not change the password, the possible negative consequences and the risk of their occurrence rests exclusively with the Client. Cherry Servers will not be liable for any damages incurred by the Client due to failure to change the password in a timely manner.
10.4. In case Cherry Servers determines that the disruption occurred due to the Client’s actions, the disruption will be solved at the Client’s expense by hourly fee specified in the Order. The Client's representative will be informed by e-mail about such works that will be charged to the Client.
10.5. Information to Client regarding the provision of the Services shall be provided 24 hours a day in the online chat on the Website or by email support@cherryservers.com.
11. Charges, billing, and payments
11.1. Access Fee for Services indicated in the Order will be invoiced in advance on a monthly, quarterly, semi-annual, annual, or bi-annual basis, as specified in the Order, and will be payable before the first day of the Service term. Non-recurring and usage-based charges will be invoiced in arrears as specified in the Order.
11.2. Discounts on Access Fee may be offered to the Client from time to time as a result of ordering the Service for a certain period of time. Eligibility for any such discounts is at the discretion of Cherry Servers and is conditional on the Client’s acceptance of responsibility for payment of Access Fee for the fixed term. The cancellation of an active subscription of any End User for a fixed period will result in any and all current discounts to be waived and the Access Fees for all the fixed period will need to be paid in full without discount.
11.3. Client shall remit all account balance additions by wire transfer, credit card, PayPal or other payment mechanism accepted by Cherry Servers. The processing of Client credit card payments may be denied or discontinued by Cherry Servers, at any time, in its sole discretion.
11.4. The Client is responsible for all charges incurred on his/her/its account. This responsibility includes charges resulting from the use, misuse, or abuse of the Service by third parties accessing the Services through Client Account, whether or not the unauthorized access is a result of Client’s failure properly to secure the account or to maintain the secrecy of account login information.
11.5. Unless otherwise stated in the Service Order or any applicable rate schedule on the Website, all applicable European Union (“EU”), national, state or local value added, use, sales, commercial, gross receipts, or other similar taxes, license fees and surcharges (each, a “Tax”), whether charged to or against Cherry Servers, will be billed separately to and payable by Client. Client will not withhold any taxes from any amounts due to Cherry Servers. If Client claims that it should not have to pay one or more Taxes, it shall provide Cherry Servers with a copy of the applicable tax exemption certificate(s). If Cherry Servers does not collect one or more Taxes based on its receipt of a tax exemption certificate from Client and a relevant taxing authority seeks to collect any such Tax, then, notwithstanding Cherry Servers’ prior acceptance of the certificate, Client shall be liable for and indemnify Cherry Servers for all amounts incurred by Cherry Servers in resolving the claim, including the Taxes, any interest or penalties assessed thereon, and Cherry Servers’ reasonable expenses and attorney’s fees that result from any proceeding. Client shall advise Cherry Servers immediately if Client’s tax exemption status changes, and shall provide us with updated or renewal exemption documentation upon our request.
11.6. Any billing dispute or request for a billing adjustment must be made in writing within 15 (fifteen) calendar days of the invoice date. Any such request must include detailed documentation to establish the basis for any adjustment. The Parties will negotiate in good faith to resolve the dispute. If the dispute is subsequently resolved in the Client’s favour, then any resulting amounts due to the Client will be deposited to the Client’s account or applied as a credit against a subsequent Client’s invoice.
11.7. If the Client has not breached any terms of this Agreement, such Client is eligible to request Cherry Servers to issue a refund for an Order within first fifteen (15) days after such Order was placed. Cherry Servers commits to refund such Order within seven (7) days, less any amount for set-up fees, non-standard servers or server components provided under a special Client request or third party licenses. Any and all refunds will be transferred to the Client in the same fiat currency in which the Client paid for the Service.
11.8. Payments with cryptocurrencies. Cherry Servers entitles the Client to pay the Access Fee in the Client's cryptocurrency. Please note that when paying the Access Fee with a cryptocurrency at a cryptocurrency exchange platform, the amount payable in cryptocurrencies will depend on its value in Euros at the time of payment (i.e. the Client pays the amount of cryptocurrency which corresponds to the Access Fee to the current value in Euros). Cherry Servers accepts no responsibility for fluctuations in the cryptocurrency market. Any refunds of amounts paid by the Client will be made in accordance with the cryptocurrency value in Euro at the time of the refund, less any fees charged by the cryptocurrency exchange platform for such refunds. By paying for the Service in Client’s cryptocurrency, the Client confirms the understanding that in the event of a refund, the amount of cryptocurrency to be refunded to the Client will not be equal to the amount of cryptocurrency paid by the Client for the Service, as the Client will be refunded the value of the Service in Euro converted into cryptocurrency at the current exchange rate, less any charges applied by the cryptocurrency exchange platform.
11.9. If the Client has not used his/her/its account for six continuous months (the Client Account has been inactive for six months) and the Client has paid an advance payment for the Services to be provided, the total amount of which does not exceed EUR 5, then the Client's inactive account maintenance fee applies. The said fee shall be calculated and applied to the Client for the servicing of the Client's inactive account in the following manner:
(a) The Client's inactive account maintenance fee shall be EUR 2/month and shall be payable for each month thereafter (from the seventh month of the Client Account being inactive);
(b) The above-mentioned fee shall be payable for each month in which the Client Account is inactive until the Client's advance payment reaches EUR 0;
(c) In the event that the balance of the Client's advance payment is less than EUR 2 in the last month of the Client's inactive account maintenance month, then the said fee applicable for that month shall be equal to the remaining amount of the Client's advance payment balance.
(d) The said fee shall be deducted from the advance payment made by the Client on the last day of each month in which the fee is payable.
11.10. Without prejudice to any other rights that Cherry Servers have outlined in these Terms of Service, in case the Client is late to pay any payment to Cherry Servers, at the request of Cherry Servers the Client must pay 0.02% (two hundredths of percent) interest from the amount not paid in due time for every day of delay.
11.11. In the event of termination by Cherry Servers under Clauses 17.5 or 17.6, all future charges that would be payable under any outstanding Order shall become immediately due and payable.
12. Intellectual Property
12.1. All intellectual property rights in the Services, the Website and Client Portal, any amendments, supplements and/or modifications to the Website made at the discretion of Cherry Servers and/or at the request of the Client, as well as any Documentation relating to the Services, will remain the property of Cherry Servers and/or its licensors.
12.2. Title to any and all intellectual property rights in the Client’s Materials will remain Client’s property. Client’s access to the Client’s Materials is contingent on payment in full of Access Fees to Cherry Servers by their due dates.
13. Confidentiality
13.1. Unless the relevant Party has the prior written consent of the other or unless required to do so by law, all information obtained in connection with these Terms of Service, Order or any other agreement between the Parties in relation to the Service, must be kept as confidential. No confidential information will be disclosed or made available to any person, or used for benefit, other than as contemplated by these Terms of Service, without the prior written consent of the other Party. Each Party’s obligations under this Section will survive termination of any Order. These provisions will not apply to any information which:
(a) is or becomes public knowledge other than by a breach of this Section;
(b) is received from a third party who acquires it legally and is under no disclosure restrictions;
(c) is independently developed without access to the confidential information.
13.2. Notwithstanding Clause 13.1, the Client grants Cherry Servers the right to use the Client’s name in publicly distributed list of Cherry Servers users and/or for marketing purposes.
14. Privacy
14.1. Provision of the Services is subject to Cherry Servers’ Privacy Policy. By placing the Order, the Client confirms of having acquainted with the Privacy Policy and agrees to the bound by it.
15. Liability
15.1. Cherry Servers warrants that it will provide Services with reasonable skills and care and in a workmanlike manner and will use reasonable efforts to restore Services in the case of disruptions. Cherry Servers makes no other warranty or guarantee relating to the Services, express or implied, under this Agreement or otherwise, and Cherry Servers expressly disclaims all other warranties or conditions relating to the Services, express or implied, including, but not limited to any implied warranties or conditions of merchantability, satisfactory quality, and/or fitness for a particular purpose.
15.2. In no event will either party be liable for any indirect damages, including loss of profits, revenue, data, or use, incurred by either Party or any third party, including any damages arising from any negligent act or inadvertent omission, whether in contract or under law, even if that Party has been advised of the possibility of such damages. Except for a breach of the Client’s payment obligations hereunder, in no event will either party be liable to the other Party for direct damages in an amount in excess of €10,000 or the amount that Cherry Servers charged the Client for the Service in the 6 months prior to the date when the claims first arose, whichever is less.
15.3. Regardless of the form of action (whether in contract, warranty, including, without limitation, negligence of any kind whether active or passive) Cherry Servers, its subcontractors or agents will not be liable for any of the following, even if informed of their possibility:
(a) third party claims against the Client or Cherry Servers for damages arising from a data breach;
(b) any delay, loss, damage or Service disruption attributable, including but not limited to delay, loss, damage or service failure attributable to computer viruses, worms, ‘denial of service’ attacks, and/or other hacking attacks of a similar nature; or
(c) interoperability of specific Client applications.
15.4. The Client will indemnify and hold Cherry Servers, its affiliates and subsidiaries, employees, directors, officers and shareholders of the same harmless from and against all claims, losses or damages (including attorney’s fees and costs) in favour of any agency, person, firm or corporation, arising from or relating to:
(a) any personal injury or property damage in any way resulting from the acts of the Client, its End Users, employees or agents;
(b) any violation of Section 4, 6, 12 and 13.
15.5. Cherry Servers undertakes to reimburse a part of the price of the Services provided in the respective month, if the Client was not guaranteed the Service Availability provided for in the Service Level Agreement and Cherry Servers is responsible for such non-delivery in accordance with these Terms of Service. The amounts of compensation are specified in the Service Level Agreement.
16. Suspension and termination of the Service
16.1. Cherry Servers reserves the right to temporarily suspend the Client’s access to the Services in the following cases:
(a) If the Client fails to perform its obligations provided for in the Agreement by notifying the Client 5 calendar days in advance, until the Client's obligations are properly fulfilled;
(b) without prior notice (immediately notifying the Client after suspension), if the Client's and/or third parties' actions / omissions attributable to the Client and/or any of the reasons thereby endanger the provision, quality, security, integrity, reliability of the Service provided by Cherry Servers or the actions/omissions of the Client and/or third parties attributed to the Client cause material damage to Cherry Servers or prevent other users from using the Service;
(c) without prior notice (immediately notifying the Client after suspension) in the event Cherry Servers reasonably determines that Client or its End Users are using the Services in a manner that violates or is contrary to the Section 6 and or Section 7;
(d) without prior notice if the Client fails to pay Access Fee on due date;
(e) the provision of the Service will be renewed within 3 (three) calendar days from the end of the actions/omissions specified in this Section.
16.2. Notwithstanding the foregoing, Cherry Servers may temporarily suspend the access to the Service (to be restored as soon as practically practicable) if Cherry Servers reasonably believes it necessary to maintain the security, quality or integrity of the Service or to prevent misuse.
16.3. After the suspension of access to the Service, the Client will be given not less than 30 (thirty) calendar days period to remedy the breach and to provide Cherry Servers with evidence of the remedied breach. If the Client fails to remedy the breach within the specified period, the Agreement with the Client will be automatically terminated on the last day of the specified period and the Client's remaining balance in the Client Account will be treated as a fine paid by the Client for breach of Agreement and will not be returned to the Client. Notwithstanding the foregoing, payment of the fine shall not relieve the Client of its obligation to indemnify Cherry Servers for damages suffered.
17. Validity and termination of Order
17.1. Validity. The Order is effective from the date of signing and is valid for the Client’s chosen prepaid subscription term.
17.2. Prepaid subscriptions. No refund will be provided by Cherry Servers for any remaining prepaid fixed subscription term unless the Parties agree otherwise in writing.
17.3. Autorenewal. Upon expiration of the initial Order term, the Order will automatically renew for the same term as initially ordered unless either Party gives notice of non-renewal by the end of the respective term. The Client agrees to pay the fee applicable to any such renewal. These Terms of Service will continue to govern purchase of the Service for any subsequent term.
17.4. Termination. The Agreement may be terminated by giving notice to the other Party at least 30 (thirty) days before the end of the relevant payment period. In such case the Client will be liable to pay all relevant Access Fees on a pro-rata basis for each day of the current period up to and including the day of termination.
17.5. Termination in case of a breach. If a Party materially breaches the terms of the Agreement (any documents containing the Agreement) and fails to remedy the breach within a reasonable but not less than 30 (thirty) calendar days period specified in the claim submitted by the other Party, the other Party will have the right to terminate the Agreement unilaterally by noticing the guilty Party not later than 5 (five) business days in advance. Upon termination of the Agreement on the basis of this Section, the guilty Party must compensate the losses of the other Party.
17.6. Upon termination of the Service, regardless of the reasons for termination, all Client’s Materials in the System including all backups will be stored until and including the last day of the Service. Upon expiration of this term, Client's data and backups will be deleted. Client acknowledges that in the event of termination of this Agreement or any applicable Service Order, Cherry Servers has no obligation to continue to provide Services to Client. Client further agrees that it will immediately effect an immediate transition of Services to another provider.
18. General
18.1. Entire Agreement. These Terms and the Order for the Services constitute an integral part of the Agreement and, in all cases, must be interpreted as a single general agreement between the Client and Cherry Servers. In case of contradictions between the terms and conditions of these Terms of Service and the Order, the terms and conditions of the Order prevail.
18.2. Governing Law. These Terms and Conditions as well as the Order and any other documents related to the provision and usage of the Service are be governed by and construed in accordance with the laws of Republic of Lithuania and any disputes arising from its interpretation will be subject to arbitration in the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration unless one of the parties of the dispute is a consumer. If one of the parties is a consumer, the place of dispute resolution is set according to the applicable law of the Republic of Lithuania. The place or arbitration will be in Vilnius. The language of arbitration will be English.
18.3. Pre-trial procedures between Cherry servers and consumers. In case the consumer has any claims towards Cherry servers, the consumer shall address Cherry servers with such a complaint in writing. In the event that the consumer does not agree with the response provided by Cherry servers, the consumer can submit his request/complaint regarding the relations with Cherry servers to the State Consumer Rights Protection Service (Vilniaus st. 25, 01402 Vilnius, email tarnyba@vvtat.lt, phone 85 262 67 51, fax (85) 279 1466, on the website www.vvtat.lt (also for territorial units of the State Consumer Rights Protection Service in counties) - or fill out the application form on the EGS platform https://ec.europa.eu/consumers/odr/.
18.4. Changes to Terms of Service. Cherry Servers has the right to unilaterally change these Terms of Service and the price of the Services not later than 30 (thirty) calendar days in advance by notifying the Client in writing. If such changes substantially worsen the position of the Client, the Client has the right to terminate the Order within the notice period specified in this Article. Use of the Service after the change in these Terms of Service or prices takes effect will mean that the Client agrees to the change and undertakes to comply with it.
18.5. No Assignment. No rights may be transferred or assigned to any other person without Cherry Server’ prior express written consent.
18.6. Severability. If any part or provision of these Terms of Service is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Terms of Service will be binding on the Parties.
18.7. Waiver. If either Party waives any breach of these Terms of Service, this will not constitute a waiver of any other breach. Furthermore, no waiver will be considered in effect unless made in writing.
18.8. Notices. All notifications, requests, demands and other communications required or permitted under this Agreement (“Notices”) shall be in writing and addressed to the Client at the email address provided and maintained as part of its contact information and to Cherry Servers at support@cherryservers.com or at the postal address: Tilzes 74, Siauliai, 78140, Lithuania. It is Client's responsibility to promptly notify Cherry Servers of any change in its contact information. All Notices sent by email shall be considered received when a confirmation of the delivery is received by the sender.