The following Master Service Agreement (MSA and hereinafter referred to as the "Agreement") is made between Netfluence Corporation, a Florida based company (hereinafter referred to as "Netfluence”) and you (referred to as "Client") and shall be effective immediately upon the service contract effective date. As used in this Agreement, "you" or "your" refer to you, the Client and "we", "our" or "us", Netfluence. Both Netfluence and Client are referred collectively as the "Parties". By initiating a service contract with Netfluence, you acknowledge that you have read, understood, and agreed to our terms. If you do not agree to this agreement, you should not execute the service contract.
Utilizing its high-end development man-power resources and software, Netfluence's services include but are not limited to software development, development operations, systems configuration and deployment, web-based marketing systems support, and other related services.
New Client sign-up will be manually verified, processed, and activated during business hours only. For the rest of this agreement, our business hours are defined as Monday to Friday, 9 AM to 5 PM US Eastern Time unless otherwise specified in a service-specific agreement.
Netfluence reserves the right to deny service to any potential clients for any reason. With prior written notification, Netfluence also reserves the right to terminate services with an existing client as described in Section VI below.
Netfluence may make distinction between Client Main/Administrative Contact Info, Client Technical Info, and Client Billing Info. We consider the person listed under Client Main/Administrative Contact Info as the Owner of the account. Specifically, this agreement is between Netfluence and the Account Owner. Netfluence will only provide account information to the person listed under the Main Contact Info. This agreement in its entirety is binding between Netfluence and the Account Owner.
To ensure service continuation, all services are delivered with a contract duration as described in the service contract. This agreement is binding throughout the contract duration. All parties agree to fulfill their obligations to the other party as described in this agreement. Client understands that cancellation of the contract in the middle of the contract term will result in an early cancellation fee as described in the service contract. Client agrees to maintain his/her payment obligations until the contract ends.
Netfluence offers a wide varieties of service plans/solutions. Unless otherwise agreed, Netfluence will allow Client to switch from one solution to another in the middle of the contract duration provided: 1) Client will switch to a new service plan/solution for the same contract duration and 2) the value of the new contract is at least equal to the value of the old contract. Thus, for example, Client original contract is from January 1st to March 31st (three-month contract). On February 15th, Client decides to upgrade the service. Then a new three-month contract for the upgraded service will be entered for service to be delivered from February 16th to May 15th.
For violating our Acceptable Use Policy (hereinafter: AUP. See section VIII) Netfluence reserves the right to cancel service to Client without any advance notification, even in the middle of the contract duration while still requiring Client to maintain his/her payment obligations for the remaining contract duration. No refund will be given to Clients for AUP violation. See our refund policy in more details in Section V.
All written notifications should be sent to firstname.lastname@example.org. Client should expect a confirmation email with a ticket number assigned. It is to be assumed that if Client does not received confirmation email and ticket number, then Netfluence never receives any email sent by Client.
Client is expected to make payment in exchange for the services provided and to also make payment for any applicable Federal, State, and local taxes whenever applicable. Netfluence only accepts the following payment methods: (1) credit card payment, (2) PayPal payment, (3) payment by company or certified check, and (5) wire transfer with applicable wire transfer fees ($25 for domestic wire transfer and $40 for international wire transfer). A $25 non-refundable fee will be imposed for all bounced checks.
Client agrees not to execute a credit card chargeback for all charges already made. All credit card chargebacks will be reversed for the amount of the chargeback plus chargeback processing fee of 15% of the total chargeback amount with a minimum chargeback processing fee of $20.
In the event of unpaid balances, other disputes, and chargeback, Netfluence reserves the right to suspend and even terminate Client's service/account without any advance notification. Furthermore, Netfluence reserves the right to hold Client's data, domain(s), and Client's own equipments/servers until all past-due balances have been paid in full and all disputes have cleared. During this hold period, Netfluence is under no obligation to provide Client with Client data, to allow any domain registered by Netfluence be transferred to other registrar, and to allow Client to access Client's own equipments/servers. If all outstanding balances are not resolved within 45 days, Client agrees to transfer all ownership and claims of Client's data, Client's registered domain(s), and Client's own equipments/servers to Netfluence. Netfluence at its disposal will do whatever necessary to Client's data, Client's registered domain(s), and Client's own equipments/servers to recover our loss. Furthermore, Netfluence will forward all balances due to a collection agency.
Netfluence reserves the right to charge a late payment fee of five (5) percent per month with a minimum late fee of $100.00/month, whichever is more for late payments and for all payments delayed resulting from bounced checks, disputes, and chargeback. Client also agrees to make any additional payment should any fees incurred from Client's late payments. This additional payment includes, but not limited to, attorney fees, collection agency fees, and et cetera.
Client understands and agrees that the followings are not refundable: (1) any applicable setup fees as part of the service contract, (2) previous and all already paid hosting fees, (3) any fees incurred for additional consultation/administration services already performed and agreed by both parties, and (4) domain name(s) already registered, even if Client has mistakenly misspelled the domain name(s).
For breaking our AUP, Netfluence has the right to suspend and even terminate Client's account without any advance written notification; Client may reinstate the service with the penalty/reinstatement fees as described in our AUP or in section III above, whichever is more. No refund will ever be given to Client for breaking our AUP. In the event of account/service termination resulting from AUP violation, Netfluence will neither be responsible to provide any data archive to Client nor maintain backup of Client's data. Client also agrees not to hold Netfluence responsible for any data loss due to this account/service termination.
Without breaking the AUP, Netfluence has the right to discontinue its service and contract obligation to Client with at least fourteen-day advance notification (for monthly contract) or thirty-day advance notification (for other contract durations). Such notification will be sent to Client's contact email address under Client's record. In such rare case, Netfluence agrees to refund Client for the unused services already paid. Once the account/service is terminated, Netfluence will neither be responsible to provide any data archive to Client nor maintain backup of Client's data. Client also agrees not to hold Netfluence responsible for any data loss due to this account/service termination.
Netfluence is proud to offer all Clients our commitment to providing a highest service quality guarantee. Such guarantee can be seen on our Service Level Agreement (hereinafter: SLA). In the rare event that Netfluence fails to meet its SLA, Client has the right to request refund as described in our SLA. Please read Section IX for further details.
To ensure the highest level of service, Client is strongly advised to review our written Acceptable Use Policy (AUP) carefully and to adhere to it at all times. The purpose of this policy is to outline the acceptable use of all of our services offered to Client. These rules are in place to protect Netfluence and its Clients. Inappropriate use exposes Netfluence to risks including virus attacks, compromise of network systems and services, and legal issues.
Netfluence will be the sole arbiter as to what constitutes as unacceptable use. When in doubt, feel free to contact Netfluence at email@example.com.
Under no circumstances is the Client authorized to engage in any activity that is illegal under local, state, federal or international law while utilizing Netfluence-owned resources, including but not limited to Netfluence's servers, Client's collocated servers while residing on Netfluence's facility and Netfluence's network. It is Client's responsibility to check with local, state, Federal and any applicable international laws and to abide to such laws at all time.
For breaking any provision of our AUP, Netfluence reserves the right to suspend or terminate Client's service/account without prior warning or notice. Furthermore, the Client may be liable for a penalty of $500 minimum and up to the maximum allowable under local/state law, for each AUP violation.
The lists below are by no means exhaustive, but attempt to provide a framework for activities which fall into the category of unacceptable use. The following activities are strictly prohibited, with no exceptions:
For its benefit, Client is also advised to review our written Service Level Agreement (SLA). Netfluence will strive to maintain the highest level of service quality to ensure the benefit of our Clients.
Unless otherwise noted, we guarantee that our internal network connectivity, servers, and hardware required to serve Client's web presence/application will be up and working at least 99.9% or better in any given month. This means you should not experience a downtime of more than 43 minutes in any given month counted from the first day of every month. This uptime guarantee excludes any scheduled emergency/non-emergency maintenance work that may, unfortunately, force the downtime for a period of time until the maintenance work is done. Netfluence agrees to notify Clients of all non-emergency scheduled maintenance at least 48 hours prior to the date and time the maintenance is to be performed. In the rare event that Netfluence sees an emergency maintenance is required in order to maintain the integrity of our services to Clients, Netfluence may find it necessary to perform the maintenance with short, or in some cases without any, advance notification. As much as possible, Netfluence will always attempt to do all maintenance as non-emergency scheduled maintenance. All notifications regarding the maintenances will be sent to the email address listed in the main/administrator contact and/or technical contact under Client's record.
We are proud to offer you a service credit of 5% of your service contract fee for that month for any 0.2% (or 1 hour 26 minutes in any given month starting from the first month) of downtime beyond our uptime guarantee of 99.9%. SLA credit is limited to 100% of your monthly hosting fee in any given month. All SLA refund must be requested within 7 days after the SLA is broken and the request must be made by sending an email to firstname.lastname@example.org which in turns will send a confirmation email with a ticket number to Client. It is to be assumed that if Client does not received confirmation email and ticket number, then Netfluence never receives any email sent by Client. SLA refund will be given only as service credit only.
Client agrees and understands that any or all IP addresses assigned are on a lease term basis and should be returned to Netfluence at the end of each service contract, unless Netfluence has specifically configured the IP address for sole and perpetual use by the client. Netfluence also reserves the right to reallocate/renumber Client's IP (i.e. IP addresses assigned to the client that are Netfluence's property) at any time. Furthermore, Client agrees to only use IPs as needed, following the guidelines set by the American Registry of Internet Numbers (AIRN) and to be able to provide technical justification for any IP usage when such justification is requested. Netfluence reserves the right to audit Client's IP(s) usage at any time and may require Client's justification for any assigned IP(s). Netfluence will give Client a grace period of fourteen days to resolve any IP(s) assignment dispute. If Netfluence does not receive any resolution to this dispute after grace period has elapsed, Netfluence reserves the right to take back any IP from Client's IPs Pool. Client agrees not to hold Netfluence responsible for any downtime to Client's website/service resulting from this unresolved dispute.
Netfluence has the obligation to maintain the integrity of its network and services. Because of this, Netfluence does not take any unsolicited emails (hereinafter, SPAM) complaints lightly. Upon receiving a SPAM complaint against Client's website(s)/account, Netfluence will notify Client and will expect Client to resolve the spam complaint(s) as soon as possible. Netfluence reserves the right to suspend or even terminate Client's account and service without any advance notification if multiple SPAM complaints against Client's website(s)/account have been received. However, without notifying the Client, Netfluence also reserves the right to suspend and even terminate Client's account on the first complaint received, especially when it is clear that the Client is deliberately abusing our service against our AUP. Netfluence will neither provide any data archival nor be held responsible for any data loss due to this account suspension and/or termination. Every single SPAM emails sent will be considered a single instance of AUP violation, and thus in accordance to our AUP, Netfluence reserves the right to charge Client up to $500 damage fee for each SPAM emails sent. In short, Netfluence defines SPAM emails/activities as any emails/activities which are sent or accomplished without the permission from the receiving individuals and which are originating from our network and/or from other networks/ISPs containing any reference to or to advertise any products/services hosted on our network. Please review our AUP for further description on the definition above.
Netfluence is committed to respecting and safeguarding your privacy. And such, Netfluence will not share, sell, and disclose any part of Client's personal/corporate information to an unknown and unauthorized third party. And thus, Client will not receive unsolicited electronic/postal mails and/or phone contact. Please note, however, some personal/corporate information you entered on the user profile on our Client forums will be available to the public. Furthermore, unless otherwise requested, the personal/corporate information you entered during domains registration will also be publicly available. Netfluence will not be held reliable for any contact made in any way as a result from this publicly available personal/corporate information.
Netfluence may share Client's personal/corporate information only to our business partners, prospective investors/partners, our own employees/independent contractors, and to the local/federal authority upon request. Client agrees that, based on the personal/corporate information provided, Netfluence may contact Client regarding, but not limited to, system and/or maintenance notifications, products/services offered by Netfluence and/or its partners, Netfluence activities/newsletters, and et cetera.
Client is the sole owner of the data/programs stored on our system/servers. As such, Netfluence will not share, sell, and disclose any part of Client's data/program to any third party, except when requested by the local/federal authority. Furthermore, except for backup purposes and/or when requested by Client, Netfluence will not make or initiate copy of Client's data. Upon service cancellation or termination, Netfluence will remove all of Client's data on our system/servers including personal/corporate information entered during signup. There is an exception to this, please see Section III above for more details on the exception.
When in doubt, please contact us at email@example.com should you have further questions and/or concerns regarding the privacy of your data and personal/corporate information.
Data and information security is paramount to Netfluence operations and the operations of our Clients; as such, Netfluence maintains the following internal data security protocols to mitigate the risk of unauthorized data loss or exposure:
Limiting actions to those properly authorized protects the confidentiality and integrity of data within Netfluence’s processing environment.
Other than the refund policy given above, under no circumstances shall Netfluence be liable for any indirect, incidental, reliance, special, punitive or consequential damages including, but not limited to, loss of profits and/or opportunities resulting from any disruption of service and/or any acts of God, unauthorized access, alteration, theft, corruption, or destruction of any equipment hosted within our network. Netfluence cumulative liability to Client shall not exceed an amount equivalent to the amount paid by Client in three months prior to the notice of the damage claim. Client should be responsible for any additional fees including, but not limited to, damage claim fees, attorney fees, and et cetera.
Client agrees that all court claims and proceedings should be made in the state of Florida where Netfluence has its business presence. All applicable fees including, but not limited to, attorney fees, court fees, and et cetera should be paid by Client.