Last Modified 06/12/2024
FOLLOWING ARE TERMS OF SERVICE WHICH IS A BINDING CONTRACT WITH CLIENT:
1. Service Abuse
1.1 No illegal use by Client of any kind is permitted on sites or servers including, but not limited to, unauthorized storage or distribution of copyrighted software, trademark infringement, warez sites, violations of any State or Federal laws, and selling or distributing contraband.
1.2 No internet abuse by Client of any kind is allowed including, but not limited to, spamming, mass emailing programs, cross-posting unsolicited messages to online groups, posting obscene or inflammatory messages, threatening Internet users, mail bombing, and running packet sniffers or port scanners.
2. Service Abuse Violation
2.1 Should a Service Abuse violation occur, and Client failed to cure such Service Abuse, in addition to all other legal and equitable remedies, QuadraNet may terminate the account without notice and without any refunds. Client shall be responsible for any and all damages caused to QuadraNet. QuadraNet may charge client an amount equal to the cost associated with repairing any damages done.
3. Data Loss and Backups
3.1 Client is responsible and shall at all times maintain all its data on Clients own remote backup system separate from QuadraNet’s equipment or servers. Client acknowledges that access to the Internet may fail or be interrupted at any time; hardware is mechanical and prone to failure without warning. QuadraNet offers backup services and, if so subscribed, backups are performed on a best-effort basis, but in no event, with back up subscription or not, shall QuadraNet be responsible to Client for any lost files, data, damages or information.
4. Server Management
4.1 Server management occurs as a queued task. QuadraNet is not responsible for any loss or in any manner should a server be hacked, exploited, cracked, or in any way damaged by client or a 3rd party. QuadraNet reserves the right in its sole discretion to decline management services for any reason whatsoever.
5. Technical Support
5.1 If the client wishes to file a support ticket or to check on progress of an existing trouble ticket, they may dial 1-888-578-2372 and select option 1, log-in to the portal at https://neo.quadranet.com, or e-mail support@quadranet.com
5.2 QuadraNet’s technical support team is ready to assist 24 hours a day, 7 days a week, 365 days a year.
6. Payment Policy
6.1 Certain services may require setup fees prior to activation, which client shall be made aware of by QuadraNet.
6.2 Full payment is required before any QuadraNet hosting or other service is provided.
6.3 QuadraNet accepts credit card payment (Visa, Master Card, Discover, or American Express), certified funds, wire transfers, or PayPal (www.paypal.com).
6.4 Online credit card payments are authorized and assessed in real-time.
6.5 Once an order is successfully submitted, the client is subject to QuadraNet’s refund policy.
7. Additional Features
7.1 Additional features can be added at any time at the client’s request and will be activated upon payment.
7.2 The cost for additional features is non-refundable regardless of whether the service was used.
7.3 Remote hands is available at $150/hr in 30 minute increments. Please submit a ticket with your approval for billing to charge your credit card on file in the portal.
8. Renewal and Billing Schedule. QuadraNet’s Billing and Renewal Schedules is subject to the following terms and conditions
8.1 All payments must be timely; that is, they must be received by QuadraNet on their due date. QuadraNet will send to client’s billing contact by email an invoice a minimum of ten (10) days prior to the date (unless specifically agreed otherwise in writing). All payment must be made in U.S. Dollars.
8.2 If payment is not received when due, Client shall be in default and QuadraNet will send notice of late payment to Client with ten (10) days to cure. If the account default is not cured within ten (10) days, Quadranet, at its sole discretion, may suspend or terminate services without further notice. Customers with payments not received after 10 days of invoice due date in two (2) consecutive months will also be subject to disconnection.
8.3 All or any portion of monies owed to QuadraNet that are not received when due shall incur a late charge of 5% of the amount owing, per month, or the maximum permitted by law, whichever is less, until payment is made.
8.4 If services are suspended, client shall pay a minimum reactivation fee of $50.00 or 10% of the monthly invoice, whichever is greater.
8.5 For clients on a month-to-month service, QuadraNet reserves the right to change pricing any time upon notice to client.
8.6 If client’s account is paid by credit card, it is client’s responsibility to make sure the card is valid, so that QuadraNet can complete a charge. If the charge is not complete, QuadraNet is authorized to charge the account after the original processing date. It is client’s responsibility to notify QuadraNet of any change in credit card to be used for payment on client’s account.
8.7 If client’s account is paid by check and the check is returned “Non-Sufficient Funds,” client shall be charged a $35.00 process and handling fee.
8.8 It is client’s responsibility to promptly notify QuadraNet of any change in email address or contact person(s).
8.9 The Term of this Agreement shall begin on the “Billing Effective Date” and remain in effect for time period agreed (“Initial Term”) and automatically renew for a subsequent same period (each a “Renewal Term”). The Initial Term plus each Renewal Term shall collectively be referred to as the “Term.” Following such Initial Term, unless terminated as provided below, this Agreement shall thereafter automatically renew for additional Term periods. Upon each anniversary of the Billing Effective Date, QuadraNet will automatically increase customer pricing by 5.00% for all services received by Customer. Either party may terminate this Agreement by giving the other party prior written notice at least sixty (60) days prior to the end of the Initial Term or sixty (60) days prior to any Renewal Term. Notwithstanding the above, QuadraNet may cancel this Agreement, Order Form, and the Services without notice at any time by giving written notice to Customer at least thirty (30) days in advance of the date of termination. Upon such cancellation, which will occur at least thirty (30) days after notification, QuadraNet shall remove all of the Customer’s electronically stored data from QuadraNet’s facilities without liability of any kind to the Customer. Customer shall be solely responsible for requesting and transferring any required customer data during this thirty (30) day period. All sales and use taxes, if any, due under the laws of any state, any local government authority, or the federal government of the United States, in connection with the services provided by QuadraNet shall be the responsibility of Customer and shall be paid by Customer.
8.10 QuadraNet may cancel this Agreement, Order From and the Services without notice upon (i) the Customer’s failure to pay any amounts invoiced hereunder within fifteen (15) days after the date of the invoice, or (ii) QuadraNet’s determination, in its reasonable discretion, that the Customer has used the Services fraudulently, unlawfully or abusively, and has failed or refused to cease such fraudulent, unlawful or abusive use, (iii) credit is refused to QuadraNet on any monthly charge when the Customer is paying monthly fees on an Auto charge basis, and such credit is not reinstated; or (iv) the Customer’s failure or refusal to cure any breach of this Agreement (other than as mentioned above) within fifteen (15) days after written notice of such breach has been given by QuadraNet to the Customer.
8.11 Annual Rate Adjustment: The power fee above shall be subject to a minimum yearly increase of five percent (5%), commencing on the first anniversary of this agreement and on each subsequent anniversary through the Term. If the utility company and/or building charges for power fee is greater than the 5% annual increase, then QuadraNet shall provide to the customer a written computation, in reasonable detail, together with copies of utility company statements showing the corresponding rate increase, setting forth the justification for any increase greater than 5%.
9. Refund Policy
9.1 Subject to Section 8 and any and all credits set forth in the Agreement, refunds are at the sole discretion of QuadraNet, including fees associated with primary services, additional features, and any/all setup fees previous assessed.
10. Cancellation
10.1 QuadraNet reserves the right to terminate service at any time for material breach after Client has an opportunity to cure. If an account is terminated for a policy violation, where Client was provided a copy of such policy, there will be no refund.
10.2 Customers can cancel service pursuant to the terms of their contract—Cancellation requests must be submitted via the QuadraNet management portal by selecting “Request Service Cancellation” from the left navigation and submitting the cancellation form for the services being discontinued by email with the cancellation form. Only authorized contacts/individuals can cancel an account. Unless client specifies a termination date, accounts will be terminated upon notice.
10.3 Unless otherwise specified in the terms of Client’s contract and for all month-to-month services, cancellation notice must be received at least 7 days prior to scheduled service renewal date; furthermore, if service is cancelled with less than 7 days remaining before scheduled service renewal, the service will renew for 1 additional month automatically.
10.4 Refund policies (Section 9) strictly apply to all cancelled accounts.
10.5 If an account is cancelled due to non-payment, QuadraNet reserves the right to delete contents without notice and re-provision the server.
10.6 Client accounts inactive for 30 or more days may be required to create a new account in order to have future services rendered.
11. Refund Policy
11.1 The client agrees to defend, indemnify, and hold harmless QuadraNet and all of its officers, owners, employees, agents, and contractors from and against any and all liabilities of every nature or kind (including reasonable attorneys fees) brought by a third party to the extent resulting from the services herein, including but not limited to, client’s defective products, personal injury or property damage caused by products or services sold or distributed from QuadraNet servers, or any infringements on the rights of a third party and libel or defamation of a third party.
12. Disclaimer
12.1 QuadraNet is not responsible for any damages to any client’s business. Except as provided herein, QuadraNet makes no warranties or guarantees of any kind, expressed or implied, for services provided. Use of QuadraNet’s service is at the client’s sole risk. Except as provided herein, under no circumstances will QuadraNet be liable for any claims resulting from the use or inability to use QuadraNet’s services including, but not limited to, service interruptions, client errors, Internet connectivity problems, miscommunications, unauthorized access to QuadraNet servers, DNS caching, Internet bandwidth congestion, power failures, vandalism, or natural disasters.
13. Policy Revisions
13.1 QuadraNet reserves the right to revise its policies at any time.
14. Attorney Fees
14.1 In the event of a dispute arising out of this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs.
15. California Law
15.1 Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be governed by the laws of the State of California. Venue and jurisdiction will be Los Angeles, California.
16. Mutually Drafted
16.1 This Agreement has been reached by mutual consensus and may not be construed for or against any party in the drafting and preparation of same. Each of the parties, by their signature to this Agreement, acknowledges that they have read and understood each of the provisions of this Agreement and enters into same knowingly, intelligently, and voluntary.
17. Assignment
17.1 Client may not assign any right hereunder or delegate any obligation without the prior written consent of QuadraNet, and any purported assignment or delegation without QuadraNet’s consent is void.
18. Binding Contract
18.1 This Agreement shall binding upon each party hereto and their respective heirs, successors, or assigns.
19. Arbitration
19.1 Any controversy or claim arising out of or relating to this Agreement or the breach of any term hereof shall be resolved by first attempting binding arbitration conducted in the County of Los Angeles and administered by JAMS in accordance with their Commercial Arbitration Rules.
19.2 The parties shall select the arbiter within fourteen (14) days of any party initiating the demand for arbitration. If they cannot agree on the arbiter, one shall be appointed by JAMS, and that appointment shall be binding upon both parties.
19.3 Each party shall pay, when due, one-half of the fees for arbitration. Failure to make a timely payment of their share of the fees shall be a default against the non-paying party, and the paying party may proceed to prove up their case and obtain judgment from the arbiter.
19.4 The arbitration shall be concluded within ninety (90) days of initiation of the arbitration, unless otherwise ordered for good cause. Thirty (30) days prior to the scheduled arbitration hearing, the parties shall exchange briefs, lists of witness, and all documents that they intend to use at the arbitration. No further discovery shall be allowed, unless ordered by the arbiter upon a showing of good cause and necessity.
19.5 The arbiter’s decision shall be in writing, with findings of fact and conclusions of law.
19.6 Any award shall be final and binding upon the parties hereto, and judgment may be entered thereon in any court having jurisdiction thereof.
20. Under no circumstances, whether arising in contract, equity, tort (including negligence) or otherwise, shall either party be liable to the other for any special, indirect, incidental, punitive, or consequential damages. Each party’s liability under this agreement shall in no event exceed twelve months of the monthly fees paid under the agreement by the customer for the particular service, or service order to which the claim pertains.
21. Warranty
21.1 Each party represents and warrants to the other that (a) it has the full right and authority to enter into, execute, deliver and perform its obligations under this Agreement, (b) it will comply with all applicable federal, state and local laws, statutes, rules and regulations in connection with the provision and use of the Service, and (c) this Agreement constitutes a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms.
22. This Terms of Service, along with the Network SLA, Power SLA, any order, and any policy are collectively referred to as the “Agreement.”
23. Severability
23.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, for any reason, then, to the fullest extent permitted by law all other provisions hereof will remain in full force and effect in such jurisdiction and will be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, and such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provision hereof. Any court or arbitrator having jurisdiction over this Agreement shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.
24. Amendments
24.1 No amendment, waiver or discharge of any provision of this Agreement will be effective unless made in a writing that specifically identifies this Agreement and the provision intended to be amended, waived or discharged and is signed by both parties. Each such amendment, waiver or discharge will be effective only in the specific instance and for the purpose for which it is given.
25. Use of Name/Advertising
25.1 Neither party will use any trademark, service mark, trade name, nor other intellectual property used or owned by the other party without the prior written consent of such other party. Each party will submit to the other party all advertising, press releases, and other publicity matters relating to this Agreement in which such other party’s name or mark is used or language from which the connection of the name or mark may be inferred or implied and will not publish or use such advertising, sales promotion, press releases, or publicity matters without the other party’s prior written approval.
26. Confidentiality
26.1 Each party shall hold Confidential Information received from the other party with the same degree of care as it would its own confidential information, but with no less than reasonable commercial care, and shall use such information only for the purpose for which it is disclosed and in accordance with this Agreement. The receiving party shall not disclose Confidential Information to any third party without the prior written approval of the disclosing party. The receiving party shall only use the Confidential Information of the disclosing party for the purpose of this Agreement. No ownership right in Confidential Information is transferred in any manner pursuant to this Agreement. “Confidential Information” means information, including, but not limited to, information regarding: (i) the disclosing party’s assets, liabilities, operations, financial conditions, employees, suppliers, plans, prospects, management, investors, products, strategies and techniques; (ii) the disclosing party’s products system designs, system planning or technical data; (iii) the identity and confidential information of the disclosing party’s suppliers, landlords, and customers; and (iv) trade secrets. The confidentiality restrictions of this Agreement shall not apply to any information: (i) lawfully received from another source free of restriction and without breach of this Agreement; (ii) that becomes generally available to the public without breach of this Agreement; (iii) known to the receiving party at the time of disclosure; (iv) independently developed by the receiving party without reference or resort to the Confidential Information; (v) disclosed pursuant to written consent of the disclosing party; or (vi) if legally permitted, is required by legal process or court order to be disclosed by the receiving party, provided that the receiving party provides the disclosing party prompt written notice of such requirement prior to such disclosure.
Policy
QuadraNet Enterprises LLC and its affiliates (collectively, "QuadraNet Enterprises LLC" make every effort to protect the confidentiality, integrity, and availability of the Confidential Information and Personal Data of employees, customers and vendors.
QuadraNet Enterprises LLC will respond promptly to investigate, contain, and mitigate any security incident that can lead to a Data Breach. Notice of a Data Breach will be provided to affected individuals and/or governmental agencies in accordance with applicable contractual and legal requirements.
Definitions Confidential Information includes all information of QuadraNet Enterprises LLC, its employees, and its existing and potential customers, not generally known to the public, in printed, electronic, or any other form or medium.
Personal Data includes any information related to an identified or identifiable natural person. Personal Data includes, but is not limited to: names, addresses, email addresses, and phone numbers.
Data Breach is defined as the unauthorized acquisition or access of unencrypted Confidential Information or Personal Data that compromises the confidentiality, integrity, or availability of that information. A Data Breach can occur not only virtually through computer networks but also physically through unauthorized access into QuadraNet Enterprises LLC, locations or computers. A Data Breach can also include any breaches that affect third-party vendors that provide services or hosting to QuadraNet Enterprises LLC.
Incident Response As part of the information security policy, QuadraNet Enterprises LLC maintains a Security Incident response plan that is based on guidelines from NIST ( 800-61 ). All employees must immediately notify the IT Department of any actual or suspected Data Breach including events affecting third-party vendors. The IT department will then follow the Security Incident Response Plan.
Notification
QuadraNet Enterprises LLC commits to a notification via email to affected data controllers (customers/partners) specifically to the primary business contact registered upon contract signing, as soon as possible but no later than 72 hours of reasonable suspicion of a Data Breach. If there is an operational impact, an update can also be seen on status.quadranet.com.
This Agreement has been reached by mutual consensus and may not be construed for or against any party in the drafting and preparation of same. Each of the parties, by their signature to this Agreement, acknowledges that they have read and understood each of the provisions of this Agreement and enters into same knowingly, intelligently, and voluntary.