Brownell Networks Service Agreement
Effective: October 20, 2009
This service agreement is binding upon the initiation of business between the client and the Brownell Networks Group. The Brownell Networks Group includes services delivered using the names: Natural Flow Design, Exodios Web Hosting, and Auraous Network Solutions, and may be later expanded to include other new names/companies either acquired or created by the Brownell Networks Group.
The Brownell Networks Group reserves the right to change this service agreement at anytime without notice to clients, however revisions of this service agreement will only apply to future business and will not affect business that is current and/or in progress. Whereas "future business" is defined as business not yet initiated (after the effective date as stated above) by the client and whereas "current" and "in progress" business refers to business that has already been initiated by the client and has not yet been completed or billed for. In the event that the client is subscribed to a service that either automatically renews or occurs over a time period longer than one calendar year, this policy applies immediately upon the next receipt of an invoice for services.
Should clients not agree or adhere to this policy they may opt out at any time, occurring at the expense of termination of the respective service(s) provided by the Brownell Networks Group. The Brownell Networks Group will do everything in its willing power, to reduce difficulties during the termination of a service.
Service Stipulations
All Services Provided by the Brownell Networks Group and Subsidiaries
The following stipulations are for products and services provided by the Brownell Networks Group (BNG) and its subsidiaries.
Limited Warranty
The products and/or services come as is and without a warranty for any aspects of the products and/or services what so ever. There is no warranty for the products and services, to the extent permitted by applicable law. Except when otherwise stated in writing the service providers and/or other parties provide the products and services “as is” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The entire risk as to the quality and performance of the products of services is with you. Should any products of services prove defective; the Brownell Networks Group will repair un-tampered products and/or services free of charge within one year of the receipt of payment for the respective products and/or services.
Liability
In no event unless required by applicable law or agreed to in writing will any the Brownell Networks Group, or any other party who modifies and/or conveys the products of services as permitted above, be liable to you the client and/or patrons of the client for damages, including any general, special, incidental or consequential damages arising out of the use or inability to use the products of services (including but not limited to loss of data or data being rendered inaccurate or losses sustained by you or third parties or a failure of the products of services to operate with any other products of services), even if the Brownell Networks Group or other party has been advised of the possibility of such damages.
Services Provided by Natural Flow Design
The following stipulations are for products and services provided by Natural Flow Design (NFD).
Graphics Design Services
Ownership
Upon payment of invoices related to graphics design services completed for a client, the client acquires all rights related to ownership of the image, including but not limited to reproduction rights, resale rights, and usage rights.
Portfolio Requirement
All services performed by NFD are subject to addition to the NFD portfolio at the will of NFD. This stipulation overrides ownership rights of the client, but is strictly limited to the use of materials solely for the purposes of promoting services provided by Natural Flow Design.
Stamp Requirement
All professionally formatted documents produced by NFD will have a small and subtle string of text that states “Formatted and Designed by Natural Flow Design” with NFD’s logo and the address of its website. This “stamp” is small and subtle and will be altered to fit in with the document’s design. The client does however have the right to request the removal of a stamp for printed mediums and may do so for a small fee.
Limitations on Stock Photography
Usage rights for reproduction of stock photography are purchased by NFD on behalf of the Client. It is NFD’s responsibility to inform the client of any license agreements agreed to in the process of purchasing any such images. It is also the responsibility of the client to communicate with NFD to determine any limitations of images before proceeding with any projects utilizing images in any future projects both involving and not involving NFD. NFD is not responsible for any usage violations that occur on the part of the client.
Website Development Services
Ownership
Upon payment of invoices related to website design services completed for a client, the client acquires all rights related to ownership of the website with the exclusion of any NFD or third party software used in the site.
Portfolio Requirement
All services performed by NFD are subject to addition to the NFD portfolio at the will of NFD. This stipulation overrides ownership rights of the client, but is limited to the use of materials solely for the purposes of promoting services provided by Natural Flow Design.
Stamp Requirement
All websites produced by NFD will have a small and subtle string of text on every webpage that states “Website by NFD” with a link to NFD’s website. This text is small and subtle and will be altered to fit in with the website’s design. The client is permitted to request a removal of this stamp but will however be subject to a fee.
Limitations on Stock Photography
Usage rights for reproduction of stock photography are purchased by NFD on behalf of the Client. It is NFD’s responsibility to inform the client of any license agreements agreed to in the process of purchasing any such images. It is also the responsibility of the client to communicate with NFD to determine any limitations of images before proceeding with any projects utilizing images in any future projects both involving and not involving NFD. NFD is not responsible for any usage violations that occur on the part of the client.
Specific Service Stipulations
Content Adaptation Fee
This lower rate applies to websites being redesigned by NFD and the client wishes to maintain the existing content of their old site. This rate does not apply to NFD designed websites, as content adaptation of NFD designed websites is unnecessary.
Advanced Web Programming and Installation
This rate applies to all web programming/designing that involves dynamic content scripts such as PHP. This rate also applies to the installation of web applications that are of the same nature, or uses these dynamic content scripts.
Sample Packages Section of Services Page
Sample packages are exactly that, samples. Jobs as inexpensive as these have been performed by NFD before in the past and can be again, however actual final prices do vary depending on the client’s demands and input.
Update Services
Single Updates
Single updates are updates that are applied to existing NFD websites and are for the purposes of updating only text and image content and any minor graphics work, and minor structure changes. This rate does not apply to massive site wide changes such as redesigns. This rate is on a per hour basis. NFD reserves the right to determine what services are eligible under this rate.
Update Subscription
A subscription to the Update Subscription service entitles the client to 1.5 hours of website work per month at a flat rate. Once those hours are used up a discounted rate on a per hour basis applies. Unused hours expire at the end of the month. This rate is for the purposes of updating only text and image content and any minor graphics work, and minor structure changes only. This rate does not apply to massive site wide changes such as redesigns. NFD reserves the right to determine what services are eligible under this subscription.
Domain and Hosting Services
All Natural Flow Design hosting and domain services are provided by Exodios Web Hosting. Please see Exodios Web Hosting section for specific service stipulations.
Programming Services
NFD reserves the right to resell all scripts and programs in part or whole unless otherwise agreed upon in writing by both the client and NFD.
Contracting Services
Standard update services are not available to contracted clients.
See the Contract Clients section for additional stipulations.
Services Provided by Exodios Web Hosting
The following stipulations are for products and services provided by Exodios Web Hosting (Exodios). All web hosting services provided by the BNG or any of its subsidiaries are subject to these terms. All clients utilizing web hosting services provided by Exodios, the BNG or any of its subsidiaries are also subject to the Exodios Web Hosting Terms of Service available at http://exodios.com/tos.php.
Hosting Services
All hosting services are billed for annually. All hosting services include one standard domain (.com, .net, .org, .info). Clients may opt out of the standard domain before the initiation of service for a reduced rate, however a domain is still required for service whether provided by BNG or another third party. Clients may halt any hosting service at any time and will be refunded for an amount equivalent to the remaining amount of the term less the cost of the domain should the client have not opt out of it upon initiation of service. Webspace denotes total webspace used by the client and the client’s public storing information on the client’s allotted space on the BNG’s servers, including but not limited to: databases, websites, and email. Bandwidth is on a per month basis and also includes bandwidth used up by the client and the client’s public interacting with the client’s allotted space on the BNG’s servers which includes but isn’t limited to: databases, websites, and email.
Plan NPO
Plan NPO is only available to non-profit organizations. Exodios reserves the right to determine eligibility of organizations for this hosting package. Proof of charitable status may be required. NFD reserves the right to refuse this service to any client for any reason. Clients utilizing this service are required to acknowledge website hosting by Exodios in some visible and interactive method on their website. A recommended “Hosting by Exodios” link at the bottom of every page in the website in a font no less than 8 points is acceptable. Contract clients are not permitted to resell Plan NPO. Plan NPO includes 250MB of webspace, 250GB of bandwidth, unlimited email addresses, and 100 FTP accounts.
Plan E
Contract clients are not permitted to resell Plan E. Plan E includes 100 MB of webspace, 100 GB of bandwidth, 10 email accounts and 10 FTP accounts.
Plan E2
Contract clients are permitted to resell Plan E2 services. Plan E2 includes 300 MB of webspace, 300 GB of bandwidth, 100 email addresses and 100 FTP accounts.
Plan E3
Contract clients are permitted to resell Plan E3 services. Plan E3 includes 1000 MB of webspace, 1000 GB of bandwidth, 500 email addresses and 250 FTP accounts.
Domain Services
Domain Name Assessor
The Domain Name Assessor (DNA) is a tool used for assessing the availability of various types of domain names. It can be found at http://dna.exodios.com and also as part of the order processor on http://www.exodios.com. Use of the DNA is for informational purposes only and does not guarantee domain availability. In the event that an order goes through on a domain that is unavailable the order will be canceled and funds returned to the client.
Canadian Domains
Canadian Domain Names (ending in .ca) are available to Canadian individuals, companies, or trademark holders only and will not be sold to the client. In the event that an order that is not eligible for a Canadian domain the order will be canceled and funds returned to the client.
Annual Renewal
All domains are subject to an annual renewal fee due on the anniversary date of the original order. The client will be invoiced for the domain at this time. Failure to pay may result in the loss of the ownership of the domain name permanently.
Expired Domain Renewal Fees
In the event that a client fails to pay for the annual renewal of the domain in due time, the domain will expire and enter into a grace period. If the client wishes to renew during this grace period, additional fees above the regular renewal period will apply.
Education.Exodios
Whereas the Education.Exodios service is a free service provided by Exodios Web Hosting to educational institutions for education purposes.
Whereas client in this section refers to the educator and his/her students who has subscribed to the service.
Educator’s Agreement
The educator fully understands the risks involved in children having web space on the internet, accessible for all the public to see and must wave the right to hold Exodios Web Hosting, the Brownell Networks Group including its subsidiaries, employees, suppliers, and agents, accountable for any liability whatsoever including but not limited damages, inconveniences, and losses resulting from his/her student's use of web space provided by the Education.Exodios service.
The educator acknowledges that Exodios Web Hosting reserves the right to withdrawal this free service at any time for any reason and that this service is provided without any warranty or support.
The educator also acknowledges that, the he/she has the responsibility to educate and inform his/her students of the risks involved with using the internet.
The educator acknowledge that there are resources available to himself/herself online that will assist with the education of his/her students in relation to internet safety and that Exodios Web Hosting has made every effort possible to ensure that this information is available to me online at http://education.exodios.com/safety. In the event that the educator does not have access to this information he/she will contact local police for information on internet safety.
The educator also accepts the Exodios Terms of Service found at http://exodios.com/tos.php.
Parent/Guardian Agreement
The parent/guardian fully understand the risks involved in his/her child having web space on the internet, accessible for all the public to see and must wave the right to hold Exodios Web Hosting, the Brownell Networks Group including its subsidiaries, employees, suppliers, and agents, and the educational institution that his/her child is enrolled at that is subscribed to the Education.Exodios service, accountable for any liability including but not limited damages, inconveniences, and losses resulting from his/her child's use of web space provided by the Education.Exodios service.
The parent/guardian fully acknowledges that Exodios Web Hosting reserves the right to withdrawal this free service at any time for any reason and that this service is provided without any warranty or support.
The parent/guardian also acknowledges that as a parent/guardian, he/she have the responsibility to monitor his/her child's activities on the internet and to educate and inform them of the risks involved with using the internet.
The parent/guardian must accept all responsibility for all of his/her child's activity on the internet involved with this service.
The parent/guardian acknowledges that there are resources available to himself/herself online that will assist with the education of his/her child in relation to internet safety and that Exodios Web Hosting has made every effort possible to ensure that this information is available to me online at http://education.exodios.com/safety. In the event that the parent/guardian does not have access to this information he/she will request it from his/her child's educator or local police.
The parent/guardian also accepts the Exodios Terms of Service found at http://www.exodios.com/tos.php on behalf of himself/herself and his/her child.
Contracting Services
Plans NPO and E are not available to contracted clients. Reselling of other Exodios Web Hosting services are permitted. See the Contract Clients section for further stipulations.
Client Stipulations
All Clients
The following additional stipulations are applicable to all clients of the Brownell Networks Group, including Standard Clients and Contract Clients, and may be expanded to include additional classes of clients if the need arises.
Payment Terms
Payment is due within 30 days of the issuance of an invoice, otherwise the invoice is deemed overdue. Overdue invoices are subject to an interest charge based on the total value of the invoice. After 30 days of the issuance of an invoice an interest rate of 4% the total value of the invoice will be charged to your account. This rate increases to 8% after 60 days and to 16% after 90 days. Failure to pay within 120 days will result in termination of subscription services.
Reactivation of subscription services that have been terminated due to failure to pay are subject to a $40.00 administration fee and will be activated only upon the full payment of all account balances.
Cheques that cannot be processed by a financial institution and/or result in a bounce are subject to a $40.00 service fee.
Should an overpayment occur the amount will be accepted an applied to the client’s account.
All electronic payments made online at the Brownell Network Group’s website are subject to a processing fee paid for by the client.
Collection Rights
The BNG reserves the right to use scripts that will result in the self-destruction of products resulting from the BNG's services. The BNG will only use such scripts if it is deemed necessary when the client fails to pay any balances in full 120 days after the issuance of an invoice. The reinstatement of products that self-destruct will be subject to a $200.00 fee.
Hourly Billing
All services (excluding hosting and other services that have a fixed per-item rate) are billed for by the hour. In the event that the client wishes to withdraw its request for services the client will be billed for the amount of time spent on the project.
Termination Rights
The BNG reserves the right to refuse work to any client at any time for any reason. Upon this refusal, any means of compensation to the BNG will be refunded.
Standard Clients
A standard client is any client that deals and does business directly with the Brownell Networks Group.
Contract Clients
A contract client is a client in which the Brownell Networks Group performs services under the name and authority of the contract client for the purposes of performing services for their clients.
Contract Client Rights
The Brownell Networks Group will protect the integrity of contract client’s client base at all cost this includes:
- Not listing contract clients on mediums of advertisement.
- Not identifying the Brownell Networks Group as the company that is being contracted out to.
- Only recommending the Brownell Networks Group (via the specific name of the company that offers its services but only if the contracted client is not in direct competition with the specific Brownell Networks Group company) or other third parties as a solution source to contracted client’s clients when the solution required does not directly compete with the contracted client’s business. It is however, the responsibility of the contracted client to provide the Brownell Networks Group with a complete list of services they provide to maintain this integrity.
Anti Competitive Behavior
Anti competitive behavior is defined as behavior that benefits the contract client at the expense of the Brownell Networks Group. Anti competitive behavior is not permitted. This includes but isn't limited to: expanding product and/or service lines to include the services of the BNG and contracting/compensating the BNG's employees/contractors/freelancers directly to complete work without going through the appropriate BNG channels.
Stratified Contracting
Contract clients are not permitted to utilize the BNG’s services to contract out to clients who require contracting services.
Services Available Clause
All services provided by the Brownell Networks Group to contract clients must be defined before any job assessments are made. Upon the requirement of additional previously undefined services, contract clients must either refer the Brownell Networks Group, or another third party to their clients for the specific service unprovided by the contract client.
Contract clients are not permitted to expand service and product lines at the expense of the Brownell Networks Group.
Contract clients may not use the Brownell Networks Group contracting services to expand or create new services that are unrelated to their original field of industry. For example: web design industry clients may not use the Brownell Networks Group to expand services into the industry of network administration. There is however an exception for multi-field industry clients. If a client has demonstrated them self to be established in multiple industries they may contract out to the Brownell Networks Group. The Brownell Networks Group reserves the right to decide what fields of industry the products and services it provides belong to. The Brownell Networks Group also reserves the right to decide what field of industry/ies the contract client belongs to. This is partially achieved via several methods including, but not limited to: examining the marketing scheme of the contract client, and the registration of the client in the Joint Stock Registry or the respective province.
All contract clients must be able to perform services without the assistance of the Brownell Networks Group in order to contract specific services out to the Brownell Networks Group. If the contract client is unable to perform the services and still wishes to utilize the services of the Brownell Networks Group they must first obtain approval for the specific service from the Brownell Networks Group before they can contract the service out to the Brownell Networks Group.
Confidentiality
All services performed for contracted clients will remain entirely confidential.
Termination Rights
The Brownell Networks Group reserves the right to refuse work to contract clients at any time for any reason, especially should these regulations be broken by the contract client.
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